GROWTH FUND OF AMERICA INC, 485BPOS, 2000-10-30

GROWTH FUND OF AMERICA INC
485BPOS, 2000-10-30

Previous: GREIF BROTHERS CORP, 8-K, EX-99.PRESSRELEASE, 2000-10-30

Next: GROWTH FUND OF AMERICA INC, 485BPOS, EX-99.DADVSRCONTR, 2000-10-30

SEC. File Nos. 2-14728
811-862

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
Registration Statement
Under
the Securities Act of 1933
Post-Effective Amendment No. 71
and
Registration Statement
Under
The Investment Company Act of 1940
Amendment No. 30

THE GROWTH FUND OF AMERICA, INC.
(Exact Name of Registrant as specified in charter)
P. O. Box 7650, One Market, Steuart Tower
San Francisco, California 94120
(Address of principal executive offices)

Registrant's telephone number, including area code:
(415) 421-9360

JULIE F. WILLIAMS, Secretary
THE GROWTH FUND OF AMERICA, INC.
P. O. Box 7650, One Market, Steuart Tower
San Francisco, California 94120
(name and address of agent for service)

Copies to:
ROBERT E. CARLSON, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 S. Flower Street
Los Angeles, CA 90071-2371
(Counsel for the Registrant)

Approximate date of proposed public offering:

It is proposed that this filing will become effective on November 1, 2000,
pursuant to paragraph (b) of rule 485.

<PAGE>

The Growth Fund of America/(R)/

Prospectus
NOVEMBER 1, 2000

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
OR DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<PAGE>

---------------------------------------------------------
THE GROWTH FUND OF AMERICA, INC.

One Market
Steuart Tower, Suite 1800
San Francisco, California 94105

<TABLE>
<CAPTION>
TICKER NEWSPAPER FUND
SYMBOL ABBREVIATION NUMBER
------------------------------------------------------------
<S> <C> <C> <C>
Class A AGTHX Gwth 05
Class B AGRBX GwthB 205
</TABLE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-------------------------------------------------------
<S> <C>
Risk/Return Summary 2
-------------------------------------------------------
Fees and Expenses of the Fund 5
-------------------------------------------------------
Investment Objective, Strategies and Risks 6
-------------------------------------------------------
Management and Organization 9
-------------------------------------------------------
Shareholder Information 11
-------------------------------------------------------
Choosing a Share Class 12
-------------------------------------------------------
Purchase and Exchange of Shares 13
-------------------------------------------------------
Sales Charges 14
-------------------------------------------------------
Sales Charge Reductions and Waivers 16
-------------------------------------------------------
Plans of Distribution 18
-------------------------------------------------------
How to Sell Shares 19
-------------------------------------------------------
Distributions and Taxes 20
-------------------------------------------------------
Financial Highlights 21
-------------------------------------------------------
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS
GFA-010-1100/MC

<PAGE>

---------------------------------------------------------
RISK/RETURN SUMMARY

The fund seeks to make your investment grow by investing primarily in common
stocks of companies that appear to offer superior opportunities for growth of
capital.

The fund is designed for investors seeking capital appreciation through stocks.
Investors in the fund should have a long-term perspective and be able to
tolerate potentially wide price fluctuations. An investment in the fund is
subject to risks, including the possibility that the fund may provide less
income or decline in value in response to economic, political or social events
in the U.S. or abroad. The prices of equity securities owned by the fund may be
affected by events specifically involving the companies issuing those
securities.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS IS GREATER
IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

INVESTMENT RESULTS

The following information provides some indication of the risks of investing in
the fund by showing changes in the fund's investment results from year to year
and by showing how the fund's average annual total returns for various periods
compare with those of a broad measure of market performance. Past results are
not an indication of future results.

CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

(Results do not include a sales charge; if one were included, results would
be lower.)
[bar chart]
1990 -4.12
1991 35.79
1992 7.40
1993 14.50
1994 -.02
1995 29.80
1996 14.84
1997 26.86
1998 31.78
1999 45.70
[end bar chart]

The fund's year-to-date return for the nine months ended September 30, 2000
was 18.26%.
------------------------------------------------------------------------------

The fund's highest/lowest quarterly results during this time period were:

<TABLE>
<CAPTION>
<S> <C> <C>
HIGHEST 27.17% (quarter ended December 31, 1998)
LOWEST -17.64% (quarter ended September 30, 1990)
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

For periods ended December 31, 1999:

<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/
<S> <C> <C> <C> <C>
Class A - began 12/1/73
(with the maximum sales charge 37.30% 27.89% 18.54% 18.20%
imposed)
------------------------------------------------------------------------------
Class B - began 3/15/00 N/A N/A N/A N/A
------------------------------------------------------------------------------
S&P 500/2/ 21.01% 28.49% 18.17% 15.19%
------------------------------------------------------------------------------
Consumer Price Index/3/ 2.68% 2.37% 2.93% 5.11%
------------------------------------------------------------------------------
</TABLE>

1 Lifetime figures are from the date Capital Research and Management Company
became the investment adviser for the fund's Class A shares.

2 The Standard & Poor's 500 Composite Index is an asset-weighted, broad-based
measurement of changes in stock market conditions based on the average
performance of 500 widely held common stocks. This index is unmanaged and does
not reflect sales charges, commissions or expenses.

3 The Consumer Price Index is a measure of inflation and is computed from data
supplied by the U.S. Department of Labor, Bureau of Labor Statistics.

Unlike the bar chart on the previous page, this table reflects the fund's
investment results with the maximum initial or deferred sales charge imposed,
as required by Securities and Exchange Commission rules. Class A share results
reflect the maximum initial sales charge of 5.75%. Sales charges are reduced
for purchases of $25,000 or more. Results would be higher if they were
calculated at net asset value. All fund results reflect the reinvestment of
dividend and capital gain distributions.

Class B shares are subject to a maximum deferred sales charge of 5.00% if
shares are redeemed within the first year of purchasing them. The deferred
sales charge declines thereafter until it reaches 0% after six years. Class B
shares convert to Class A shares after eight years. Since the fund's Class B
shares began investment operations on March 15, 2000, no results are available
as of the most recent calendar year-end.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
FEES AND EXPENSES OF THE FUND

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(fees paid directly from your investment) CLASS A CLASS B
--------------------------------------------------------------------------
<S> <C> <C>
Maximum sales charge imposed on purchases 5.75%/1/ 0.00%
(as a percentage of offering price)
--------------------------------------------------------------------------
Maximum sales charge imposed on reinvested dividends 0.00% 0.00%
--------------------------------------------------------------------------
Maximum deferred sales charge 0.00%/2/ 5.00%/3/
--------------------------------------------------------------------------
Redemption or exchange fees 0.00% 0.00%
</TABLE>

1 Sales charges are reduced or eliminated for purchases of $25,000 or more.

2 A contingent deferred sales charge of 1% applies on certain redemptions made
within 12 months following purchases of $1 million or more made without a
sales charge.

3 Deferred sales charges are reduced after 12 months and eliminated after six
years.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets) CLASS A CLASS B/1/
-----------------------------------------------
<S> <C> <C>
Management Fees 0.32% 0.32%
Distribution and/or Service (12b-1) Fees 0.25%/2/ 1.00%/3/
Other Expenses 0.13% 0.13%
Total Annual Fund Operating Expenses 0.70% 1.45%
</TABLE>

1 Annualized.

2 Class A 12b-1 expenses may not exceed 0.25% of the fund's average net assets
annually.

3 Class B 12b-1 expenses are 1.00% of the fund's average net assets annually.

EXAMPLE

This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the fund for the time periods indicated, that your investment
has a 5% return each year and that the fund's operating expenses remain the
same as shown above. The "Class A" example reflects the maximum initial sales
charge in Year One. The "Class B - assuming redemption" example reflects
applicable contingent deferred sales charges through Year Six (after which time
they are eliminated). Both Class B examples reflect Class A expenses for Years
9 and 10 since Class B shares automatically convert to Class A after eight
years. Although your actual costs may be higher or lower, based on these
assumptions your cumulative expenses would be:

<TABLE>
<CAPTION>
YEAR YEAR YEAR YEAR
ONE THREE FIVE TEN
<S> <C> <C> <C> <C>
Class A $642 $786 $942 $1,395
----------------------------------------------------------------------------
Class B - assuming redemption $648 $859 $992 $1,531
Class B - assuming no redemption $148 $459 $792 $1,531
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

The fund's investment objective is to provide you with growth of capital. It
invests primarily in common stocks.

The values of equity securities held by the fund may decline in response to
certain events, including those directly involving the companies whose
securities are owned in the fund, adverse conditions affecting the general
economy, overall market declines, world political, social and economic
instability, and currency and interest rate fluctuations. The growth-oriented,
equity-type securities generally purchased by the fund may involve large price
swings and potential for loss.

The fund may also hold cash or money market instruments. The size of the fund's
cash position will vary and will depend on various factors, including market
conditions and purchases and redemptions of fund shares. A larger cash position
could detract from the achievement of the fund's objective, but it also would
reduce the fund's exposure in the event of a market downturn and provide
liquidity to make additional investments or to meet redemptions.

The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
investments. The basic investment philosophy of the investment adviser is to
seek undervalued securities that represent good long-term investment
opportunities. Securities may be sold when the investment adviser believes they
no longer represent good long-term value.

OTHER IMPORTANT INVESTMENT PRACTICES

In addition to the principal investment strategies described above, the fund
has other investment practices that are described here and in the statement of
additional information.

The fund may invest up to 15% of its assets in securities of issuers domiciled
outside the U.S. and Canada, and not included in the Standard & Poor's 500
Composite Index. Investments outside the U.S. may be subject to certain risks.
For example, the prices of non-U.S. securities can decline in response to
currency fluctuations or political, social and economic instability.

The fund may invest up to 10% of its assets in lower-quality debt securities
(rated Ba and BB or below or unrated but determined to be of equivalent
quality). The prices of debt securities fluctuate depending on such factors as
changing interest rates, credit quality of the issuers and maturity. For
example, their prices decline when interest rates rise and vice versa.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

Debt securities are also subject to credit risk, which is the possibility that
the credit strength of an issuer will weaken and/or an issuer of a debt
security will fail to make timely payments of principal or interest and the
security will go into default. The values of lower quality or longer maturity
bonds will be subject to greater price fluctuations than higher quality or
shorter maturity bonds. The fund's investment adviser attempts to reduce these
risks through diversification of the portfolio and with ongoing credit analysis
of each issuer as well as by monitoring economic and legislative developments.

ADDITIONAL INVESTMENT RESULTS

For periods ended December 31, 1999:

<TABLE>
<CAPTION>
AVERAGE ANNUAL
TOTAL RETURN ONE YEAR FIVE YEARS TEN YEARS LIFETIME/1/
<S> <C> <C> <C> <C>
Class A - began 12/1/73 45.70% 29.42% 19.25% 18.47%
(with no sales charge imposed)
------------------------------------------------------------------------------
Class B - began 3/15/00 N/A N/A N/A N/A
------------------------------------------------------------------------------
Lipper Capital Appreciation 39.17% 24.82% 16.66% 15.36%
Fund Index/2/
------------------------------------------------------------------------------
Lipper Multi-Cap 46.35% 28.76% 19.11% 15.97%
Growth Fund Index/3/
------------------------------------------------------------------------------
Lipper Multi-Cap 20.77% 23.58% 16.05% 14.08%
Core Fund Index/4/
------------------------------------------------------------------------------
</TABLE>

1 Lifetime figures are from the date Capital Research and Management Company
became the investment adviser for the fund's Class A shares.

2 The Lipper Capital Appreciation Fund Index is an equally weighted performance
index that represents funds that aim for maximum capital appreciation. The
results of the underlying funds in the index include the reinvestment of
dividend and capital gain distributions, but do not reflect sales charges and
commissions.

3 The Lipper Multi-Cap Growth Fund Index is an equally weighted performance
index that represents funds that invest in a variety of market capitalization
ranges. Multi-Cap Growth funds normally invest in companies whose long-term
earnings are expected to grow significantly faster than the earnings of the
stocks represented in a major unmanaged stock index. The results of the
underlying funds in the index include the reinvestment of dividend and capital
gain distributions, but do not reflect sales charges and commissions.

4 The Lipper Multi-Cap Core Fund Index is an equally weighted performance index
that represents funds that invest in a variety of market capitalization
ranges. Multi-Cap Core funds normally invest in companies that have an average
price-to-earnings ratio, price-to-book ratio, and three-year earnings growth
figure, when compared to the U.S. diversified multi-cap equity funds universe
average. The results of the underlying funds in the index include the
reinvestment of dividend and capital gain distributions, but do not reflect
sales charges and commissions.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

The following chart illustrates the industry mix of the fund's investment
portfolio as of the end of the fund's fiscal year, August 31, 2000.

Largest Industry Holdings

[pie chart]
Electronic Components 15.78%
Health & Personal Care 12.63%
Broadcasting & Publishing 11.81%
Insurance 5.92%
Data PRocessing & Reproduction 4.93%
Other Industries 34.61%
Cash & Cash Equivalents 14.32%
[end pie chart]

<TABLE>
<CAPTION>
<S> <C>
LARGEST EQUITY HOLDINGS
---------------------------------------------------------
Viacom 3.31%
---------------------------------------------------------
Time Warner 2.90
---------------------------------------------------------
PMC-Sierra 2.59
---------------------------------------------------------
Texas Instruments 2.29
---------------------------------------------------------
American International Group 2.04
---------------------------------------------------------
Pfizer 1.95
---------------------------------------------------------
Corning 1.92
---------------------------------------------------------
Micron Technology 1.75
---------------------------------------------------------
Palm 1.71
---------------------------------------------------------
Fannie Mae 1.52
</TABLE>

Because the fund is actively managed, its holdings will change from time to
time.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
MANAGEMENT AND ORGANIZATION

INVESTMENT ADVISER

Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and
other funds, including those in The American Funds Group. Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital
Research and Management Company manages the investment portfolio and business
affairs of the fund. The total management fee paid by the fund, as a percentage
of average net assets, for the previous fiscal year is discussed earlier under
"Fees and Expenses of the Fund."

Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company
Institute's Advisory Group on Personal Investing and with the Securities and
Exchange Commission rules adopted in 1999 governing Codes of Ethics. This
policy has also been incorporated into the fund's Code of Ethics.

MULTIPLE PORTFOLIO COUNSELOR SYSTEM

Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this approach the portfolio of
a fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested, within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee. In addition, Capital Research
and Management Company's research professionals may make investment decisions
with respect to a portion of a fund's portfolio. The primary individual
portfolio counselors for The Growth Fund of America are listed on the following
page.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

<TABLE>
<CAPTION>
APPROXIMATE YEARS OF
EXPERIENCE
AS AN INVESTMENT
PROFESSIONAL
(INCLUDING THE LAST FIVE
YEARS OF EXPERIENCE YEARS)
AS PORTFOLIO COUNSELOR -----------------------------
PORTFOLIO (AND RESEARCH PROFESSIONAL, WITH CAPITAL
COUNSELORS FOR IF APPLICABLE) FOR RESEARCH AND
THE GROWTH FUND THE GROWTH FUND OF AMERICA MANAGEMENT
OF AMERICA PRIMARY TITLE(S) (APPROXIMATE) COMPANY
----------------------------------------------------------------------------------OR AFFILIATES TOTAL YEARS
-----------------------------
<S> <C> <C> <C> <C>
JAMES F. Chairman of the fund. 12 years (plus 3 years as a 30 years 30 years
ROTHENBERG President and Director, research professional prior to
Capital Research and becoming a portfolio counselor
Management Company for the fund)
---------------------------------------------------------------------------------------------------------------
JAMES E. DRASDO President and Director of the 15 years (plus 9 years as a 23 years 29 years
fund. Senior Vice President, research professional prior to
Capital Research and becoming a portfolio counselor
Management Company for the fund)
---------------------------------------------------------------------------------------------------------------
GORDON CRAWFORD Senior Vice President of the 9 years (plus 16 years as a 29 years 29 years
fund. Senior Vice President research professional prior to
and Director, Capital becoming a portfolio counselor
Research and Management for the fund)
Company
---------------------------------------------------------------------------------------------------------------
DONALD D. O'NEAL Senior Vice President of the 7 years (plus 6 years as a 15 years 15 years
fund. Senior Vice President, research professional prior to
Capital Research and becoming a portfolio counselor
Managment Company for the fund)
---------------------------------------------------------------------------------------------------------------
MICHAEL T. Vice President of the fund. 2 years (plus 4 years as a 15 years 17 years
KERR Senior Vice President, research professional prior to
Capital Research Company* becoming a portfolio counselor
for the fund)
---------------------------------------------------------------------------------------------------------------
R. MICHAEL Chairman of the Board and 15 years 36 years 36 years
SHANAHAN Principal Executive Officer,
Capital Research and
Management Company
* Company affiliated with Capital Research and Management Company
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
SHAREHOLDER INFORMATION

SHAREHOLDER SERVICES

American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your
needs and circumstances change. These services may be terminated or modified at
any time upon 60 days' written notice. For your convenience, American Funds
Service Company has four service centers across the country.

AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS

Call toll-Free from anywhere in the U.S.
(8 a.m. to 8 p.m. ET):
800/421-0180

[map of the United States]

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Western Western Central Eastern Central Eastern
Service Center Service Center Service Center Service Center
American Funds American Funds American Funds American Funds
Service Company Service Company Service Company Service Company
P.O. Box 2205 P.O. Box 659522 P.O. Box 6007 P.O. Box 2280
Brea, California San Antonio, Texas Indianapolis, Indiana Norfolk, Virginia
92822-2205 78265-9522 46206-6007 23501-2280
Fax: 714/671-7080 Fax: 210/474-4050 Fax: 317/735-6620 Fax: 757/670-4773
</TABLE>

A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS INCLUDED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is
sent to new shareholders and is available by writing or calling American Funds
Service Company.

You may invest in the fund through various retirement plans. However, Class B
shares generally are not available to certain retirement plans (for example,
group retirement plans such as 401(k) plans, employer-sponsored 403(b) plans,
and money purchase pension and profit sharing plans). Some retirement plans or
accounts held by investment dealers may not offer certain services. If you
have any questions, please contact American Funds Service Company, your plan
administrator/trustee or dealer.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
CHOOSING A SHARE CLASS

The fund offers both Class A and Class B shares. Each share class has its own
sales charge and expense structure, allowing you to choose the class that best
meets your situation.

Factors you should consider in choosing a class of shares include:

. How long you expect to own the shares

. How much you intend to invest

. The expenses associated with owning shares of each class

. Whether you qualify for any reduction or waiver of sales charges (for
example, Class A shares may be a less expensive option over time if you
qualify for a sales charge reduction or waiver)

EACH INVESTOR'S FINANCIAL CONSIDERATIONS ARE DIFFERENT. YOU SHOULD SPEAK WITH
YOUR FINANCIAL ADVISER TO HELP YOU DECIDE WHICH SHARE CLASS IS BEST FOR YOU.

Differences between Class A and Class B shares include:

<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------------------------------------------------------------
<S> <S>
Initial sales charge of up to No initial sales charge.
5.75%. Sales charges are reduced or
eliminated for purchases of $25,000
or more (see "Sales Charges - Class
A").
------------------------------------------------------------------------------
Distribution and service (12b-1) Distribution and service (12b-1) fees
fees of up to 0.25% annually. of 1.00% annually.
------------------------------------------------------------------------------
Higher dividends than Class B Lower dividends than Class A shares due
shares due to lower annual to higher distribution fees and other
expenses. expenses.
------------------------------------------------------------------------------
No contingent deferred sales charge A contingent deferred sales charge if
(except on certain redemptions on you sell shares within six years of
purchases of $1 million or more buying them. The charge starts at 5%
bought without an initial sales and declines thereafter until it
charge). reaches 0% after six years. (see "Sales
Charges - Class B").
------------------------------------------------------------------------------
No purchase maximum. Maximum purchase of $100,000.
------------------------------------------------------------------------------
Automatic conversion to Class A shares
after eight years, reducing future
annual expenses.
------------------------------------------------------------------------------
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
PURCHASE AND EXCHANGE OF SHARES

PURCHASE

Generally, you may open an account by contacting any investment dealer (who may
impose transaction charges in addition to those described in this prospectus)
authorized to sell the fund's shares. You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."

EXCHANGE

You may exchange your shares into shares of the same class of other funds in
The American Funds Group generally without a sales charge. For purposes of
computing the contingent deferred sales charge on Class B shares, the length of
time you have owned your shares will be measured from the date of original
purchase and will not be affected by any exchange.

Exchanges of shares from the money market funds initially purchased without a
sales charge generally will be subject to the appropriate sales charge.
Exchanges have the same tax consequences as ordinary sales and purchases. See
"Transactions by Telephone..." for information regarding electronic exchanges.

THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE
IS CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A
PERIOD OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
REJECT ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY
INVESTOR WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES
ACTUAL OR POTENTIAL HARM TO THE FUND.

<TABLE>
<CAPTION>
PURCHASE MINIMUMS FOR CLASS A AND B SHARES
<S> <C>
To establish an account (including retirement plan accounts) $ 250
For a retirement plan account through payroll deduction $ 25
To add to an account $ 50
For a retirement plan account through payroll deduction $ 25
PURCHASE MAXIMUM FOR CLASS B SHARES $100,000
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

SHARE PRICE

The fund calculates its share price, also called net asset value, as of
approximately 4:00 p.m. New York time, which is the normal close of trading on
the New York Stock Exchange, every day the Exchange is open. In calculating net
asset value, market prices are used when available. If a market price for a
particular security is not available, the fund will determine the appropriate
price for the security.

Your shares will be purchased at the net asset value plus any applicable sales
charge in the case of Class A shares, or sold at the net asset value next
determined after American Funds Service Company receives and accepts your
request. Sales of certain Class A and B shares may be subject to contingent
deferred sales charges.

---------------------------------------------------------
SALES CHARGES

CLASS A

The initial sales charge you pay when you buy Class A shares differs depending
upon the amount you invest and may be reduced or eliminated for larger
purchases as indicated below.

<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE OF
----------------------------------
DEALER
NET COMMISSION
OFFERING AMOUNT AS % OF
INVESTMENT PRICE INVESTED OFFERING PRICE
------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $25,000 5.75% 6.10% 5.00%
------------------------------------------------------------------------------
$25,000 but less than 5.00% 5.26% 4.25%
$50,000
------------------------------------------------------------------------------
$50,000 but less than 4.50% 4.71% 3.75%
$100,000
------------------------------------------------------------------------------
$100,000 but less than 3.50% 3.63% 2.75%
$250,000
------------------------------------------------------------------------------
$250,000 but less than 2.50% 2.56% 2.00%
$500,000
------------------------------------------------------------------------------
$500,000 but less than 2.00% 2.04% 1.60%
$750,000
------------------------------------------------------------------------------
$750,000 but less than $1
million 1.50% 1.52% 1.20%
------------------------------------------------------------------------------
$1 million or more and certain other
investments described below see below see below see below
</TABLE>

CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE

Investments of $1 million or more are sold with no initial sales charge.
HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE IMPOSED IF REDEMPTIONS
ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined contribution--

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

type plans investing $1 million or more, or with 100 or more eligible
employees, and Individual Retirement Account rollovers involving retirement
plan assets invested in the American Funds, may invest with no sales charge and
are not subject to a contingent deferred sales charge. Investments made
through retirement plans, endowments or foundations with $50 million or more in
assets, or through certain qualified fee-based programs may also be made with
no sales charge and are not subject to a contingent deferred sales charge. The
fund may pay a dealer concession of up to 1% under its Plan of Distribution on
investments made with no initial sales charge.

CLASS B

Class B shares are sold without any initial sales charge. However, a contingent
deferred sales charge may be applied to the value of the shares you redeem
within six years of purchase, as shown in the table below.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Shares sold within year 1 2 3 4 5 6
----------------------------------------------------------------
Contingent deferred sales charge 5% 4% 4% 3% 2% 1%
</TABLE>

Shares acquired through reinvestment of dividends or capital gain distributions
are not subject to a contingent deferred sales charge. In addition, the
contingent deferred sales charge may be waived in certain circumstances. See
"Contingent Deferred Sales Charge Waivers for Class B Shares" below. The
contingent deferred sales charge is based on the original purchase cost or the
current market value of the shares being sold, whichever is less. For purposes
of determining the contingent deferred sales charge, if you sell only some of
your shares, shares that are not subject to any contingent deferred sales
charge will be sold first and then shares that you have owned the longest.
American Funds Distributors pays compensation equal to 4% of the amount
invested to dealers who sell Class B shares.

CLASS B CONVERSION TO A SHARES

Class B shares automatically convert to Class A shares in the month of the
eight-year anniversary of the purchase date. The Internal Revenue Service
currently takes the position that this automatic conversion is not taxable.
Should their position change, shareholders would still have the option of
converting but may face certain tax consequences. Please see the statement of
additional information for more information.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
SALES CHARGE REDUCTIONS AND WAIVERS

You must let your investment dealer or American Funds Service Company know if
you qualify for a reduction in your Class A sales charge or waiver of your
Class B contingent deferred sales charge using one or any combination of the
methods described below, in the statement of additional information and
"Welcome to the Family."

REDUCING YOUR CLASS A SALES CHARGE

You and your "immediate family" (your spouse and your children under the age of
21) may combine investments to reduce your Class A sales charge.

AGGREGATING ACCOUNTS

To receive a reduced Class A sales charge, investments made by you and your
immediate family (see above) may be aggregated if made for their own account(s)
and/or:

. trust accounts established by the above individuals. However, if the
person(s) who established the trust is deceased, the trust account may be
aggregated with accounts of the person who is the primary beneficiary of
the trust.

. solely controlled business accounts.

. single-participant retirement plans.

Other types of accounts may also be aggregated. You should check with your
financial adviser or consult the statement of additional information or
"Welcome to the Family" for more information.

CONCURRENT PURCHASES

You may combine simultaneous purchases of Class A and/or B shares of two or
more American Funds, as well as individual holdings in various American Legacy
variable annuities or variable life insurance policies, to qualify for a
reduced Class A sales charge. Direct purchases of money market funds are
excluded.

RIGHTS OF ACCUMULATION

You may take into account the current value (or if greater, the amount you
invested less any withdrawals) of your existing Class A and B holdings in the
American Funds, as well as individual holdings in various American Legacy
variable annuities or variable life insurance policies, to determine your Class
A sales charge. Direct purchases of money market funds are excluded.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

STATEMENT OF INTENTION

You can reduce the sales charge you pay on your Class A share purchases by
establishing a Statement of Intention. A Statement of Intention allows you to
combine all Class A and B share non-money market fund purchases, as well as
individual American Legacy variable annuity and life insurance policies you
intend to make over a 13-month period, to determine the applicable sales
charge. At your request purchases made during the previous 90 days may be
included; however, capital appreciation and reinvested dividends and capital
gains do not apply toward these combined purchases. A portion of your account
may be held in escrow to cover additional Class A sales charges which may be
due if your total investments over the 13-month period do not qualify for the
applicable sales charge reduction.

CONTINGENT DEFERRED SALES CHARGE WAIVERS FOR CLASS B SHARES

The contingent deferred sales charge on Class B shares may be waived in the
following cases:

. when receiving payments through systematic withdrawal plans (up to 12% of
the value of your account);

. when receiving required minimum distributions from retirement accounts upon
reaching age 70 1/2; or

. for redemptions due to death or post-purchase disability of the
shareholder.

For more information, please consult your financial adviser, the statement of
additional information or "Welcome to the Family."

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
PLANS OF DISTRIBUTION

The fund has Plans of Distribution or "12b-1 Plans" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. The plans
provide for annual expenses of up to 0.25% for Class A shares and 1.00% for
Class B shares. Up to 0.25% of these payments are used to pay service fees to
qualified dealers for providing certain shareholder services. The remaining
0.75% expense for Class B shares is used for financing commissions paid to your
dealer. The 12b-1 fees paid by the fund, as a percentage of average net assets,
for the previous fiscal year is indicated above under "Fees and Expenses of the
Fund." Since these fees are paid out of the fund's assets or income on an
ongoing basis, over time they will increase the cost and reduce the return of
an investment. The higher fees for Class B shares may cost you more over time
than paying the initial sales charge for Class A shares.

OTHER COMPENSATION TO DEALERS

American Funds Distributors may provide additional compensation to, or sponsor
informational meetings for, dealers as described in the statement of additional
information.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
HOW TO SELL SHARES

Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) those shares in any
of the following ways:

THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)

. Shares held for you in your dealer's name must be sold through the dealer.

WRITING TO AMERICAN FUNDS SERVICE COMPANY

. Requests must be signed by the registered shareholder(s).

. A signature guarantee is required if the redemption is:

-- Over $50,000;

-- Made payable to someone other than the registered shareholder(s); or

-- Sent to an address other than the address of record, or an address of
record which has been changed within the last 10 days.

. American Funds Service Company reserves the right to require signature
guarantee(s) on all redemptions.

. Additional documentation may be required for sales of shares held in
corporate, partnership or fiduciary accounts.

TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE/(R)/ OR AMERICAN FUNDSLINE ONLINE/(R)/:

. Redemptions by telephone, fax, or computer (including American FundsLine
and American FundsLine OnLine) are limited to $50,000 per shareholder each
day.

. Checks must be made payable to the registered shareholder.

. Checks must be mailed to an address of record that has been used with the
account for at least 10 days.

TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE OR FUNDSLINE ONLINE

Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all
of these services. You may reinstate these services at any time.

Unless you decide not to have telephone, fax, or computer services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from
any losses, expenses, costs or liabilities (including attorney fees) which may
be incurred in connection with the exercise of these privileges, provided
American

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, it and/or the fund may be
liable for losses due to unauthorized or fraudulent instructions.

---------------------------------------------------------
DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

The fund intends to distribute dividends to you, usually in December. Capital
gains, if any, are usually distributed in December. When a dividend or capital
gain is distributed, the net asset value per share is reduced by the amount of
the payment.

You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash. Most shareholders do not elect
to take capital gain distributions in cash because these distributions reduce
principal value.

TAXES ON DISTRIBUTIONS

Distributions you receive from the fund may be subject to income tax and may
also be subject to state or local taxes - unless you are exempt from taxation.

For federal tax purposes, any taxable dividends and distributions of short-term
capital gains are treated as ordinary income. The fund's distributions of net
long-term capital gains are taxable to you as long-term capital gains. Any
taxable distributions you receive from the fund will normally be taxable to you
when made, regardless of whether you reinvest distributions or receive them in
cash.

TAXES ON TRANSACTIONS

Your redemptions, including exchanges, may result in a capital gain or loss for
federal tax purposes. A capital gain or loss on your investment in the fund is
the difference between the cost of your shares, including any sales charges,
and the price you receive when you sell them.

Please see the statement of additional information, the "Welcome to the Family"
guide, and your tax adviser for further information.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

FINANCIAL HIGHLIGHTS/1/

The financial highlights table is intended to help you understand the fund's
results for the past five years. Certain information reflects financial results
for a single fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the fund's financial
statements, is included in the statement of additional information, which is
available upon request.

<TABLE>
<CAPTION>
Net gains/(losses) on
Net asset securities Dividends
value, Net (both realized Total from (from net Distributions Net asset
Year ended Beginning of investment and investment investment (from capital Total value, end of
August 31 year income unrealized) operations income) gains) distributions year
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A:
2000 $26.20 $.18/2/ $12.77/2/ $12.95 $(.04) $(3.20) $(3.24) $35.91
1999 17.95 .07 10.48 10.55 (.09) (2.21) (2.30) 26.20
1998 20.14 .10 (.10) .00 (.13) (2.06) (2.19) 17.95
1997 15.39 .13 5.59 5.72 (.11) (.86) (.97) 20.14
1996 16.55 .13 (.01) .12 (.14) (1.14) (1.28) 15.39
CLASS B:
2000 32.44 - 3.35/2/ 3.35 - - - 35.79
<CAPTION>

Ratio of Ratio of net
Net assets, expenses to income to
Year ended end of year average net average net Portfolio
August 31 Total return (in millions) assets assets turnover rate
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A:
2000 53.51% $40,671 .70% .58% 46.53%/4/
1999 61.26 20,673 .70 .28 45.61
1998 (.24) 11,798 .70 .48 38.84
1997 38.54 11,646 .72 .73 34.10
1996 .90 8,511 .74 .82 27.95
CLASS B:
2000 10.33 424 1.45/3/ - 46.53/4/
</TABLE>

1 The years 1996 through 2000 represent, for Class A shares, fiscal years ended
August 31. The period ended 2000 represents, for Class B shares, the 169-day
period ended August 31, 2000. Class B shares were not offered before March 15,
2000. The total return for such periods is based on activity during the period
and thus is not representative of a full year. Total returns exclude all sales
charges, including contingent deferred sales charges.

2 Based on average shares outstanding.

3 Annualized.

4 Represents portfolio turnover rate (equivalent for all share classes) for the
year ended August 31, 2000.

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

---------------------------------------------------------
NOTES

THE GROWTH FUND OF AMERICA / PROSPECTUS

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
FOR SHAREHOLDER SERVICES American Funds Service Company
800/421-0180
FOR RETIREMENT PLAN SERVICES Call your employer or plan administrator
FOR DEALER SERVICES American Funds Distributors
800/421-9900 Ext. 11
FOR 24-HOUR INFORMATION American FundsLine(R)
800/325-3590
American FundsLine OnLine(R)
http://www.americanfunds.com

</TABLE>

Telephone conversations may be recorded or monitored for
verification, recordkeeping and quality assurance purposes.

* * * * *

MULTIPLE TRANSLATIONS This prospectus may be translated into other languages.
If there is any inconsistency or ambiguity as to the meaning of any word or
phrase in a translation, the English text will prevail.

ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS Contains additional information
about the fund including financial statements, investment results, portfolio
holdings, a statement from portfolio management discussing market conditions
and the fund's investment strategies, and the independent accountants' report
(in the annual report).

STATEMENT OF ADDITIONAL INFORMATION (SAI) AND CODES OF ETHICS The SAI contains
more detailed information on all aspects of the fund, including the fund's
financial statements and is incorporated by reference into this prospectus.
The Codes of Ethics describe the personal investing policies adopted by the
fund and the fund's investment adviser and its affiliated companies.

The Codes of Ethics and current SAI have been filed with the Securities and
Exchange Commission ("SEC"). These and other related materials about the fund
are available for review or to be copied at the SEC's Public Reference Room in
Washington, D.C. (202/942-8090) or on the EDGAR database on the SEC's Internet
Web site at http://www.sec.gov, or, after payment of a duplicating fee, via
e-mail request to [email protected] or by writing the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

HOUSEHOLD MAILINGS Each year you are automatically sent an updated
prospectus, annual and semi-annual report for the fund. In order to reduce the
volume of mail you receive, when possible, only one copy of these documents
will be sent to shareholders that are part of the same family and share the
same residential address.

If you would like to receive individual copies of these documents, or a free
copy of the SAI or Codes of Ethics, please call American Funds Service Company
at 800/421-0180 or write to the Secretary of the fund at P.O. Box 7650, San
Francisco, California 94120.
Investment Company File No. 811-862
Printed on recycled paper

THE FUND PROVIDES SPANISH TRANSLATIONS IN CONNECTION WITH THE PUBLIC OFFERING
AND SALE OF ITS SHARES. THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH
TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.

/s/ Julie F. Williams
Julie F. Williams
Secretary

<PAGE>

The Growth Fund of America/(R)/

Prospectus
NOVEMBER 1, 2000

---------------------------------------------------------
THE GROWTH FUND OF AMERICA, INC.

One Market
Steuart Tower, Suite 1800
San Francisco, California 94105

<TABLE>
<CAPTION>
TICKER NEWSPAPER FUND
SYMBOL ABBREVIATION NUMBER
------------------------------------------------------------
<S> <C> <C> <C>
Class A AGTHX Gwth 05
Class B AGRBX GwthB 205
</TABLE>

THE GROWTH FUND OF AMERICA / PROSPECTUS
GFA-010-1100/MC
<PAGE>

---------------------------------------------------------
RISK/RETURN SUMMARY

The fund seeks to make your investment grow by investing primarily in common
stocks of companies that appear to offer superior opportunities for growth of
capital.

Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.

YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS IS GREATER
IF YOU INVEST FOR A SHORTER PERIOD OF TIME.

THE GROWTH FUND OF AMERICA / PROSPECTUS
<PAGE>