INCOME FUND OF AMERICA INC
497, 1999-10-05
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<PAGE>


                         The Income Fund of America (R)

                                   Prospectus

                                OCTOBER 1, 1999



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>


<PAGE>

 THE INCOME FUND OF AMERICA, INC.

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

<TABLE>
<CAPTION>
 <S>                   <C>                     <C>
 TICKER SYMBOL: AMECX  NEWSPAPER ABBREV: Inco   FUND NO:  06
</TABLE>



<TABLE>
<CAPTION>
 TABLE OF CONTENTS
 -------------------------------------------------------
 <S>                                             <C>
  Risk/Return Summary                               2
 -------------------------------------------------------
  Fees and Expenses of the Fund                     5
 -------------------------------------------------------
  Investment Objectives, Strategies and Risks       6
 -------------------------------------------------------
  Year 2000                                         9
 -------------------------------------------------------
  Management and Organization                      10
 -------------------------------------------------------
  Shareholder Information                          12
 -------------------------------------------------------
  Purchase and Exchange of Shares                  13
 -------------------------------------------------------
  Distribution Arrangements                        18
 -------------------------------------------------------
  Financial Highlights                             19
 -------------------------------------------------------
  Appendix                                         20
 -------------------------------------------------------
</TABLE>




                                       1

  06-010-1099/RRD
                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

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

 The fund seeks to provide you with current income and secondarily, to make your
 investment grow. It invests primarily in a broad range of income-producing
 securities, including stocks and bonds. Generally, the fund will invest a
 substantial portion of its assets in equity-type securities.

 The fund is designed for investors seeking current income and capital
 appreciation through a mix of investments that provide above-average price
 stability. An investment in the fund is subject to risks, including the
 possibility that the fund may decline in value in response to economic,
 political or social events in the U.S. or abroad.  The prices of equity
 securities will be affected by events specifically involving the companies
 whose securities are owned in the fund. The values of debt securities may be
 affected by changing interest rates and credit risk assessments. Although all
 securities in the fund's portfolio may be adversely affected by currency
 fluctuations or world political, social and economic instability, investments
 outside the U.S. may be affected to a greater extent.

 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.



                                       2

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 INVESTMENT RESULTS

 The following information illustrates how the fund's results fluctuate.  Past
 results are not an indication of future results.


  Here are the fund's results calculated without a sales charge on a calendar
  year basis.  (If a sales charge were included, results would be lower.)

<TABLE>
<CAPTION>
<S>   <C>
89	22.99
90	-3.03
91	23.78
92	12.03
93	14.01
94	-2.50
95	29.08
96	15.23
97	22.16
98	9.47
</TABLE>
The fund's year-to-date return for the six months ended June 30, 1999 was
4.25%.
 ------------------------------------------------------------------------------



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

<TABLE>
<CAPTION>
 <S>                                                                      <C>     <C>
 Highest                                                                   9.62%   (quarter ended March 31, 1991)
 Lowest                                                                   -8.16%  (quarter ended September 30, 1990)
</TABLE>


                                       3

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 For periods ended December 31, 1998:

<TABLE>
<CAPTION>
                   THE FUND WITH
 AVERAGE ANNUAL    MAXIMUM SALES
 TOTAL RETURN    CHARGE DEDUCTED/1/  S&P 500/2/    BOND INDEX/3/
 <S>             <C>                 <C>          <C>
 One Year               3.19%          28.52%         8.69%
 ----------------------------------------------------------------
 Five Years            12.82%          24.02%         7.27%
 ----------------------------------------------------------------
 Ten Years             13.17%          19.16%         9.26%
 ----------------------------------------------------------------
 Lifetime/4/           13.80%          14.97%         9.34%/5/
 ----------------------------------------------------------------
</TABLE>


 30-day yield/1/:  4.82%
 (For current yield information, please call American FundsLine (R) at
 1-800-325-3590)

 1 These fund results were calculated according to a formula which requires that
  the maximum sales charge of 5.75% be deducted and include the reinvestment of
  dividend and capital gain distributions. Results would be higher if they were
  calculated at net asset value.

 2 The Standard & Poor's 500 Composite Index represents primarily U.S. stocks.
  This index is unmanaged and does not reflect sales charges, commissions or
  expenses.

 3 The Lehman Brothers Aggregate Bond Index represents investment grade debt.
  This index is unmanaged and does not reflect sales charges, commissions or
  expenses.

 4 For the period beginning December 1, 1973 (when Capital Research and
  Management Company became the fund's investment adviser).

 5 The Lehman Brothers Aggregate Bond Index did not exist until December 31,
  1975. For the period between December 1, 1973 and December 31, 1975, the
  Lehman Brothers Government/Corporate Bond Index was used.


                                       4

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

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

 The following describes the fees and expenses that you may pay if you buy and
 hold shares of the fund.

<TABLE>
<CAPTION>
 SHAREHOLDER FEES
 (fees paid directly from your investment)
 ----------------------------------------------------------------
 <S>                                                   <C>
 Maximum sales charge imposed on purchases               5.75%/1/
 (as a percentage of offering price)
 ----------------------------------------------------------------
 Maximum sales charge imposed on reinvested dividends       0%
 ----------------------------------------------------------------
 Maximum deferred sales charge                              0%/2/
 ----------------------------------------------------------------
 Redemption or exchange fees                                0%
</TABLE>


 /1/ Sales charges are reduced or eliminated for larger purchases.

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

<TABLE>
<CAPTION>
 ANNUAL FUND OPERATING EXPENSES
 (expenses that are deducted from fund assets)
 ----------------------------------------------------------
 <S>                                               <C>
 Management Fees                                    0.28%
 Service (12b-1) Fees                               0.24%*
 Other Expenses                                     0.07%
 Total Annual Fund Operating Expenses               0.59%
</TABLE>


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

 EXAMPLE

 This Example is intended to help you compare the cost of investing in the fund
 with the cost of investing in other mutual funds.

 The Example assumes that you invest $10,000 in the fund for the time periods
 indicated and then redeem all of your shares at the end of those periods. The
 Example also assumes that your investment has a 5% return each year and that
 the fund's operating expenses remain the same. Although your actual costs may
 be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
 <S>                                                <C>
 One year                                            $  632
 -----------------------------------------------------------
 Three years                                         $  753
 -----------------------------------------------------------
 Five years                                          $  885
 -----------------------------------------------------------
 Ten years                                           $1,270
</TABLE>



                                       5

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

 The fund's investment objectives are to provide you with current income while
 secondarily striving for capital growth. Normally, the fund invests primarily
 in income-producing securities. These include equity securities such as
 dividend-paying common stocks and debt securities such as interest-paying
 bonds. The fund may invest in securities of issuers domiciled outside the U.S.
 Generally, at least 60% of the fund's assets will be invested in equity-type
 securities. The fund may also invest up to 20% of its assets in lower quality,
 higher yielding debt securities.

 The prices of equity securities will 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
 fluctuations. The values of certain debt securities held by the fund may be
 affected by changing interest rates, effective maturities and credit ratings.
 For example, the values of bonds in the fund's portfolio generally will decline
 when interest rates rise and vise versa. The values of lower quality and longer
 maturity bonds will be subject to greater price fluctuations than higher
 quality and shorter maturity bonds.

 Investments outside the U.S. may be affected by these events to a greater
 extent and may also be affected by differing securities regulations, higher
 transaction costs, and administrative difficulties such as delays in clearing
 and settling portfolio transactions.

 The fund may also hold cash or money market instruments of any issuer to any
 extent deemed appropriate. 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 provides greater liquidity to
 meet redemptions or to make additional investments, and it would reduce the
 fund's exposure in the event of a market downturn.

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



                                       6

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>



 Since the fund's primary goal is to provide you with current income, the fund
 also calculates its income generated and dividend rate over various periods and
 compares them with the S&P 500.

 The following information illustrates the income generated by the fund compared
 with the income generated by the S&P 500:

 For periods ended July 31, 1999:

<TABLE>
<CAPTION>
 INCOME GENERATED ON A
 $10,000 INVESTMENT/1/       THE FUND           S&P 500
 <S>                     <C>               <C>
 One Year                    $   497            $   147
 ------------------------------------------------------------
 Five Years                    3,316              1,641
 ------------------------------------------------------------
 Ten Years                     7,077              3,954
 ------------------------------------------------------------
 Lifetime/2/                  38,573             24,881
 ------------------------------------------------------------
</TABLE>


 1 Results are at net asset value and assume capital gain distributions are
  reinvested and dividends are taken in cash.

 2 For the period beginning December 1, 1973 (when Capital Research and
  Management Company became the fund's investment adviser).

The Fund's Dividend Rates Compared
with the Dividend Rates of the S&P 500 /1/

<TABLE>
<CAPTION>
 <S>     <C>   <C>
         IFA   S&P 500
7/31/89  6.67  3.04
7/31/90  7.07  3.31
7/31/91  7.09  3.11
7/31/92  6.05  2.89
7/31/93  6.19  2.79
7/31/94  6.06  2.80
7/31/95  5.55  2.41
7/31/96  5.19  2.28
7/31/97  4.74  1.61
7/31/98  4.32  1.43
7/31/99  4.86  1.24
 -------------------------------------------------------
</TABLE>

/1/ The 12-month dividend rate is calculated by taking the total of the
trailing 12 months' dividends and dividing by the month-end net asset
value adjusted for capital gains. All numbers were calculated by Lipper
Analytical Services.

 Past results are not an indication of future results.


                                       7

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>



 The following chart illustrates the asset mix of the fund's investment
 portfolio as of the end of the fund's fiscal year, July 31, 1999.
<TABLE>
<CAPTION>
<S>                                                              <C>
U.S. Equities                                                    47.6%
Non-U.S. Equities                                                13.4%
U.S. Treasury & Federal Agency Obligations                        5.7%
Other Fixed-Income Securities*                                   22.1%
Cash & Equivalents                                               11.2%

 * Includes 4.9% in non-U.S. bonds denominated in U.S. dollars.
</TABLE>
<TABLE>
<CAPTION>
                                                                   PERCENT OF
 Five Largest Industries in Equity Holdings                        NET ASSETS
 ------------------------------------------------------------------------------
 <S>                                                              <C>
 Banking                                                              8.48%
 ------------------------------------------------------------------------------
 Utilities: Electric & Gas                                            8.38
 ------------------------------------------------------------------------------
 Energy Sources                                                       7.52
 ------------------------------------------------------------------------------
 Telecommunications                                                   5.32
 ------------------------------------------------------------------------------
 Forest Products & Paper                                              4.08

 Ten Largest Equity Holdings
 ------------------------------------------------------------------------------
 U S West                                                             1.94%
 ------------------------------------------------------------------------------
 First Union                                                          1.90
 ------------------------------------------------------------------------------
 Phillips Petroleum                                                   1.54
 ------------------------------------------------------------------------------
 Atlantic Richfield                                                   1.39
 ------------------------------------------------------------------------------
 J.C. Penney                                                          1.29
 ------------------------------------------------------------------------------
 Weyerhaeuser                                                         1.24
 ------------------------------------------------------------------------------
 Bank of America                                                      1.11
 ------------------------------------------------------------------------------
 Houston Industries                                                   0.94
 ------------------------------------------------------------------------------
 USX-Marathon                                                         0.87
 ------------------------------------------------------------------------------
 J.P. Morgan                                                          0.85

 Bond Holdings by Quality Category (does not include convertible
 securities)
 See the Appendix for a description of quality categories
 ------------------------------------------------------------------------------
 U.S. Treasury and Agency                                             5.71%
 ------------------------------------------------------------------------------
 AAA                                                                  1.71
 ------------------------------------------------------------------------------
 AA                                                                   0.52
 ------------------------------------------------------------------------------
 A                                                                    2.23
 ------------------------------------------------------------------------------
 BBB                                                                  4.65
 ------------------------------------------------------------------------------
 BB                                                                   3.67
 ------------------------------------------------------------------------------
 B                                                                    8.18
 ------------------------------------------------------------------------------
 CCC                                                                  1.12
 ------------------------------------------------------------------------------
 CC                                                                   0.03
</TABLE>

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


                                       8

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 YEAR 2000

 The date-related computer issue known as the "Year 2000 problem" could have an
 adverse impact on the quality of services provided to the fund and its
 shareholders. However, the fund understands that its key service providers -
 including the investment adviser and its affiliates - are taking steps to
 address the issue. In addition, the Year 2000 problem may adversely affect the
 issuers in which the fund invests. For example, issuers may incur substantial
 costs to address the problem. They may also suffer losses caused by corporate
 and governmental data processing errors. These risks may be particularly acute
 in certain countries outside the U.S. in which the fund may invest and may
 adversely affect the fund's net asset value and total return. The fund and its
 investment adviser will continue to monitor developments relating to this
 issue.


                                       9

                                         THE INCOME 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. 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 Income Fund of America are listed on the following
 page.


                                       10

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>


<TABLE>
<CAPTION>
                                                                                             APPROXIMATE YEARS OF EXPERIENCE
                                                                                              AS AN INVESTMENT PROFESSIONAL
                                                                   YEARS OF EXPERIENCE       (INCLUDING THE LAST FIVE YEARS)
                                                                 AS PORTFOLIO COUNSELOR     -----------------------------------
         PORTFOLIO COUNSELORS                                  (AND RESEARCH PROFESSIONAL,    WITH CAPITAL
                  FOR                                              IF APPLICABLE) FOR         RESEARCH AND
            THE INCOME FUND                                          THE INCOME FUND           MANAGEMENT
              OF AMERICA              PRIMARY TITLE(S)          OF AMERICA (APPROXIMATE)         COMPANY
         -----------------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                            -----------------------------------
<S>                             <C>                            <C>                          <C>                <C>
         JANET A.               President and Director of the  6 years (plus 8 years as a   17 years           23 years
         MCKINLEY               fund. Director, Capital        research professional prior
                                Research and Management        to becoming a portfolio
                                Company. Senior Vice           counselor for the fund)
                                President, Capital Research
                                Company*
         ----------------------------------------------------------------------------------------------------------------------
         STEPHEN E.             Senior Vice President of the   15 years (plus 11 years as   27 years           33 years
         BEPLER                 fund. Senior Vice President,   a research professional
                                Capital Research Company*      prior to becoming a
                                                               portfolio counselor for the
                                                               fund)
         ----------------------------------------------------------------------------------------------------------------------
         ABNER D.               Senior Vice President of the   26 years                     32 years           47 years
         GOLDSTINE              fund. Senior Vice President
                                and Director, Capital
                                Research and Management
                                Company
         ----------------------------------------------------------------------------------------------------------------------
         DINA N.                Senior Vice President of the   7 years                      8 years            22 years
         PERRY                  fund. Senior Vice President,
                                Capital Research and
                                Management Company
         ----------------------------------------------------------------------------------------------------------------------
         HILDA L.               Vice President of the fund.    2 years (plus 3 years as a   5 years            13 years
         APPLBAUM               Vice President, Capital        research professional prior
                                Research Company*              to becoming a portfolio
                                                               counselor for the fund)
         ---------------------------------------------------------------------------------------------------------------------
         DAVID C.               Vice President of the fund.    3 years                      11 years           18 years
         BARCLAY                Vice President, Capital
                                Research and Management
                                Company
         ----------------------------------------------------------------------------------------------------------------------
         JOHN H.                Vice President of the fund.    7 years                      16 years           17 years
         SMET                   Vice President, Capital
                                Research and Management
                                Company
          * Company affiliated with Capital Research and Management Company
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       11

                                         THE INCOME 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 are available only in states
 where they may be legally offered and may be terminated or modified at any time
 upon 60 days' written notice. For your convenience, American Funds Service
 Company has four service centers across the country.

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

                             [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, some
 retirement plans or accounts held by investment dealers may not offer certain
 services. If you have any questions, please contact your plan administrator/
 trustee or dealer.


                                       12

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

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

 PURCHASE

 Generally, you may open an account by contacting any investment dealer
 authorized to sell the fund's shares. You may purchase additional shares using
 various options described in the statement of additional information and
 "Welcome to the Family."

 EXCHANGE

 You may exchange your shares into other funds in The American Funds Group
 generally without a sales charge. 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>
 INVESTMENT MINIMUMS
 <S>                                                          <C>
 To establish an account                                       $1,000
   For a retirement plan account                               $  250
   For a retirement plan account through payroll deduction     $   25
 To add to an account                                          $   50
   For a retirement plan account through payroll deduction     $   25
</TABLE>


 SHARE PRICE

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


                                       13

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 Your shares will be purchased at the offering price, or sold at the net asset
 value, next determined after American Funds Service Company receives and
 accepts your request. The offering price is the net asset value plus a sales
 charge, if applicable.

 SALES CHARGE

 A sales charge may apply to your purchase. Your sales charge may be reduced for
 larger purchases as indicated below.

<TABLE>
<CAPTION>
                             SALES CHARGE AS A PERCENTAGE OF
                             ----------------------------------
                                                                    DEALER
                                                    NET           COMMISSION
                                OFFERING          AMOUNT           AS % OF
 INVESTMENT                       PRICE          INVESTED       OFFERING PRICE
 ------------------------------------------------------------------------------
 <S>                         <C>              <C>              <C>
 Less than $50,000                5.75%            6.10%            5.00%
 ------------------------------------------------------------------------------
 $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 $1
 million                          2.00%            2.04%            1.60%
 ------------------------------------------------------------------------------
 $1 million or more and certain other
 investments described below           see below  see below   see below
</TABLE>



 PURCHASES NOT SUBJECT TO SALES CHARGE

 Investments of $1 million or more 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-type
 plans investing $1 million or more, or with 100 or more eligible employees, may
 invest with no sales charge and are not subject to a contingent deferred sales
 charge. Investments made by retirement plans, endowments or foundations with
 $50 million or more in assets 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.

 REDUCING YOUR SALES CHARGE

 You and your immediate family may combine investments to reduce your sales
 charge. You must let your investment dealer or American Funds Service Company
 know if you qualify for a reduction in your sales charge using one or any
 combination of the methods described below and in the statement of additional
 information and "Welcome to the Family."


                                       14

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 AGGREGATING ACCOUNTS

 To receive a reduced sales charge, investments made by you, your spouse and
 your children under the age of 21 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 two or more American Funds, except
 direct purchases of money market funds, to qualify for a reduced sales charge.


 RIGHTS OF ACCUMULATION

 You may take into account the current value of your existing holdings in The
 American Funds Group, as well as individual holdings in various American Legacy
 products, to determine your sales charge. Direct purchases of money market
 funds are excluded.

 STATEMENT OF INTENTION

 You may establish a Statement of Intention (SOI) that allows you to combine the
 purchases you intend to make over a 13-month period in any non-money market
 fund or individual American Legacy product. 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. An SOI allows you to take immediate advantage of the maximum
 quantity discount available. A portion of your account may be held in escrow to
 cover additional sales charges which may be due if your total investments over
 the 13-month period are insufficient to qualify for the applicable sales charge
 reduction.

 PLAN OF DISTRIBUTION

 The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
 activities primarily intended to sell shares, provided the categories of
 expenses are approved in advance by the fund's board of directors. Up to 0.25%
 of average net assets is paid annually to qualified dealers for providing
 certain services


                                       15

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 pursuant to the fund's Plan of Distribution. The 12b-1 fee paid by the fund, as
 a percentage of average net assets, for the previous fiscal year is indicated
 earlier under "Fees and Expenses of the Fund." Since these fees are paid out of
 the fund's assets on an ongoing basis, over time they will increase the cost of
 an investment and may cost you more than paying higher initial sales charges.

 OTHER COMPENSATION TO DEALERS

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

 HOW TO SELL SHARES

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

  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)

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

  WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

  .  A signature guarantee is required if the redemption is:

     -- Over $50,000;

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

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

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

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

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

  .  Checks must be made payable to the registered shareholder

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


                                       16

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE, OR AMERICAN      FUNDSLINE
 ONLINE

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

 Unless you decide not to have telephone, fax, or computer services on your
 account(s), you agree to hold the fund, American Funds Service Company, any of
 its affiliates or mutual funds managed by such affiliates, and each of their
 respective directors, trustees, officers, employees and agents harmless from
 any losses, expenses, costs or liabilities (including attorney fees) which may
 be incurred in connection with the exercise of these privileges, provided
 American Funds Service Company employs reasonable procedures to confirm that
 the instructions received from any person with appropriate account information
 are genuine. If reasonable procedures are not employed, the fund may be liable
 for losses due to unauthorized or fraudulent instructions.


                                       17

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 DISTRIBUTION ARRANGEMENTS

 DIVIDENDS AND DISTRIBUTIONS

 The fund intends to distribute dividends to you, usually in March, June,
 September and 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.

 TAX CONSEQUENCES

 As with any investment, your investment in the fund could have tax
 consequences. If you are not investing through a tax-advantaged retirement
 account, you should consider these tax consequences.

 TAXES ON DISTRIBUTIONS

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

 For federal tax purposes, the fund's dividends and distributions of short-term
 capital gains are taxable to you as ordinary income. The fund's distributions
 of long-term capital gains are taxable to you as 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.


                                       18

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 FINANCIAL HIGHLIGHTS

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


<TABLE>
<CAPTION>
                                           YEARS ENDED JULY 31
                                       ------------------------------
                               1999      1998      1997      1996       1995
                             --------------------------------------------------
 <S>                         <C>       <C>       <C>       <C>       <C>
 Net Asset Value,             $18.25    $18.59    $15.89    $14.92     $13.59
 Beginning of Period
 ------------------------------------------------------------------------------
 Income From Investment
 Operations:
 Net Investment Income           .88       .85       .86       .87        .85
 ------------------------------------------------------------------------------
 Net Gains or Losses on
 Securities (both realized       .45      1.11      3.55      1.11       1.29
 and unrealized)
 ------------------------------------------------------------------------------
 Total From Investment          1.33      1.96      4.41      1.98       2.14
 Operations
 ------------------------------------------------------------------------------
 Less Distributions:
 Dividends (from net            (.88)     (.82)     (.90)     (.83)      (.75)
 investment income)
 ------------------------------------------------------------------------------
 Distributions (from           (1.19)    (1.48)     (.81)     (.18)      (.06)
 capital gains)
 ------------------------------------------------------------------------------
 Total Distributions           (2.07)    (2.30)    (1.71)    (1.01)      (.81)
 ------------------------------------------------------------------------------
 Net Asset Value,             $17.51    $18.25    $18.59    $15.89     $14.92
 End of Period
 ------------------------------------------------------------------------------
 Total Return*                 7.79%    11.32%    29.28%    13.46%     16.42%
 ------------------------------------------------------------------------------
 Ratios/Supplemental Data:
 Net Assets, End of Period   $23,012   $22,113   $18,814   $14,459    $12,290
 (in millions)
 ------------------------------------------------------------------------------
 Ratio of Expenses to           .59%      .59%      .61%      .62%       .65%
 Average Net Assets
 ------------------------------------------------------------------------------
 Ration of Net Income          4.99%     4.75%     5.09%     5.56%      6.12%
 to Average Net Assets
 ------------------------------------------------------------------------------
 Portfolio Turnover Rate      44.35%    34.68%    40.92%    37.77%     26.26%
 *  Excludes maximum sales charge of 5.75%.
</TABLE>



                                       19

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 APPENDIX

 Moody's Investors Service, Inc. rates the long-term debt securities issued by
 various entities in categories ranging from "Aaa" to "C," according to quality
 as described below.

 "Aaa--Best quality. These securities carry the smallest degree of investment
 risk and are generally referred to as "gilt edge." Interest payments are
 protected by a large, or by an exceptionally stable margin and principal is
 secure. While the various protective elements are likely to change, such
 changes as can be visualized are most unlikely to impair the fundamentally
 strong position of such shares."

 "Aa--High quality by all standards. They are rated lower than the best bond
 because margins of protection may not be as large as in Aaa securities,
 fluctuation of protective elements may be of greater amplitude, or there may be
 other elements present which make the long-term risks appear somewhat greater."

 "A--Upper medium grade obligations. These bonds possess many favorable
 investment attributes. Factors giving security to principal and interest are
 considered adequate, but elements may be present which suggest a susceptibility
 to impairment sometime in the future."

 "Baa--Medium grade obligations. Interest payments and principal security appear
 adequate for the present but certain protective elements may be lacking or may
 be characteristically unreliable over any great length of time. Such bonds lack
 outstanding investment characteristics and, in fact, have speculative
 characteristics as well."

 "Ba--Have speculative elements; future cannot be considered as well assured.
 The protection of interest and principal payments may be very moderate and
 thereby not well safeguarded during both good and bad times over the future.
 Bonds in this class are characterized by uncertainty of position."

 "B--Generally lack characteristics of the desirable investment; assurance of
 interest and principal payments or of maintenance of other terms of the
 contract over any long period of time may be small."

 "Caa--Of poor standing. Issues may be in default or there may be present
 elements of danger with respect to principal or interest."

 "Ca--Speculative in a high degree; often in default or having other marked
 shortcomings."

 "C--Lowest rated class of bonds; can be regarded as having extremely poor
 prospects of ever attaining any real investment standing."


                                       20

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 Moody's supplies numerical indicators, 1, 2 and 3 to rating categories. The
 modifier 1 indicates that the obligation ranks in the higher end of its generic
 rating category; the modifier 2 indicates a mid-range ranking; and 3 indicates
 a ranking toward the lower end of that generic category.

 Standard & Poor's Corporation rates the long-term debt securities issued by
 various entities in categories ranging from "AAA" to "D," according to quality
 as described below.

 "AAA--Highest rating. Capacity to pay interest and repay principal is extremely
 strong."

 "AA--High grade. Very strong capacity to pay interest and repay principal.
 Generally, these bonds differ from AAA issues only in a small degree."

 "A--Have a strong capacity to pay interest and repay principal, although they
 are somewhat more susceptible to the adverse effects of change in circumstances
 and economic conditions, than debt in higher rated categories."

 "BBB--Regarded as having adequate capacity to pay interest and repay principal.
 These bonds normally exhibit adequate protection parameters, but adverse
 economic conditions or changing circumstances are more likely to lead to a
 weakened capacity to pay interest and repay principal than for debt in higher
 rated categories."

 "BB, B, CCC, CC, C--Regarded, on balance, as predominantly speculative with
 respect to capacity to pay interest and repay principal in accordance with the
 terms of the obligation. BB indicates the lowest degree of speculation and C
  the highest degree of speculation. While such debt will likely have some
 quality protective characteristics, these are outweighed by large uncertainties
 or major risk exposures to adverse conditions."

 "C1--Reserved for income bonds on which interest is being paid."

 "D--In default and payment of interest and/or repayment of principal is in
 arrears."

 Standard & Poor's applies indicators "+", no character and "-" to its rating
 categories. The indicators show relative standing within the major rating
 categories.




                                       21

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>


<TABLE>
<CAPTION>
 <S>              <C>  <C>                     <C>  <C>
 FOR SHAREHOLDER       FOR RETIREMENT PLAN          FOR DEALER
 SERVICES              SERVICES                     SERVICES
 American Funds        Call your employer or        American Funds
 Service Company       plan administrator           Distributors
 800/421-0180                                       800/421-9900 ext. 11
</TABLE>





<TABLE>
<CAPTION>
 <S>                    <C>
               FOR 24-HOUR INFORMATION
 American FundsLine(R)  American FundsLine OnLine(R)
 800/325-3590           http://www.americanfunds.com
</TABLE>


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

 ---------------------------------------------------------
 MULTIPLE TRANSLATIONS

 This prospectus may be translated into other languages. In the event of any
 inconsistencies or ambiguity as to the meaning of any word or phrase in a
 translation, the English text will prevail.

 ---------------------------------------------------------
 OTHER FUND INFORMATION

 ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS

 Contains additional information about the fund including financial statements,
 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)

 Contains more detailed information on all aspects of the fund, including the
 fund's financial statements.

 A current SAI has been filed with the Securities and Exchange Commission
 ("SEC") and is incorporated by reference into this prospectus. The SAI and
 other related materials about the fund are available for review or to be copied
 at the SEC's Public Reference Room in Washington, D.C. (1-800-SEC-0330) or on
 the SEC's Internet Web site at http://www.sec.gov.

 CODE OF ETHICS

 Includes a description of the fund's personal investing policy.

 To request a free copy of any of the documents above:


<TABLE>
<CAPTION>
 <S>                  <C>    <C>
 Call American Funds   or    Write to the Secretary of the fund
 Service Company             P.O. Box 7650 San Francisco,
 800/421-0180 ext. 1         California 94120
</TABLE>


Investment Company File No. 811-1880            Printed on recycled paper


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

/s/ Patrick F. Quan
Patrick F. Quan
Secretary

<PAGE>


                         The Income Fund of America (R)

                                   Prospectus
                                OCTOBER 1, 1999



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>


<PAGE>

 THE INCOME FUND OF AMERICA, INC.

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

<TABLE>
<CAPTION>
 <S>                   <C>                     <C>
 TICKER SYMBOL: AMECX  NEWSPAPER ABBREV: Inco   FUND NO:  06
</TABLE>



<TABLE>
<CAPTION>
 TABLE OF CONTENTS
 -------------------------------------------------------
 <S>                                             <C>
  Risk/Return Summary                               2
 -------------------------------------------------------
  Fees and Expenses of the Fund                     5
 -------------------------------------------------------
  Investment Objectives, Strategies and Risks       6
 -------------------------------------------------------
  Year 2000                                         9
 -------------------------------------------------------
  Management and Organization                      10
 -------------------------------------------------------
  Shareholder Information                          12
 -------------------------------------------------------
  Purchase and Exchange of Shares                  13
 -------------------------------------------------------
  Distribution Arrangements                        18
 -------------------------------------------------------
  Financial Highlights                             19
 -------------------------------------------------------
  Appendix                                         20
 -------------------------------------------------------
</TABLE>




                                       1

  06-010-1099/RRD
                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

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

 The fund seeks to provide you with current income and secondarily, to make your
 investment grow. It invests primarily in a broad range of income-producing
 securities, including stocks and bonds. Generally, the fund will invest a
 substantial portion of its assets in equity-type securities.

 The fund is designed for investors seeking current income and capital
 appreciation through a mix of investments that provide above-average price
 stability. An investment in the fund is subject to risks, including the
 possibility that the fund may decline in value in response to economic,
 political or social events in the U.S. or abroad.  The prices of equity
 securities will be affected by events specifically involving the companies
 whose securities are owned in the fund. The values of debt securities may be
 affected by changing interest rates and credit risk assessments. Although all
 securities in the fund's portfolio may be adversely affected by currency
 fluctuations or world political, social and economic instability, investments
 outside the U.S. may be affected to a greater extent.

 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.



                                       2

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 INVESTMENT RESULTS

 The following information illustrates how the fund's results fluctuate.  Past
 results are not an indication of future results.


  Here are the fund's results calculated without a sales charge on a calendar
  year basis.  (If a sales charge were included, results would be lower.)
<TABLE>
<CAPTION>
<S>   <C>
89	22.99
90	-3.03
91	23.78
92	12.03
93	14.01
94	-2.50
95	29.08
96	15.23
97	22.16
98	9.47
</TABLE>
  The fund's year-to-date return for the six months ended June 30, 1999 was
  4.25%.
 ------------------------------------------------------------------------------



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

<TABLE>
<CAPTION>
 <S>                                                                      <C>     <C>
 Highest                                                                   9.62%   (quarter ended March 31, 1991)
 Lowest                                                                   -8.16%  (quarter ended September 30, 1990)
</TABLE>


                                       3

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 For periods ended December 31, 1998:

<TABLE>
<CAPTION>
                   THE FUND WITH
 AVERAGE ANNUAL    MAXIMUM SALES
 TOTAL RETURN    CHARGE DEDUCTED/1/  S&P 500/2/    BOND INDEX/3/
 <S>             <C>                 <C>          <C>
 One Year               3.19%          28.52%         8.69%
 ----------------------------------------------------------------
 Five Years            12.82%          24.02%         7.27%
 ----------------------------------------------------------------
 Ten Years             13.17%          19.16%         9.26%
 ----------------------------------------------------------------
 Lifetime/4/           13.80%          14.97%         9.34%/5/
 ----------------------------------------------------------------
</TABLE>


 30-day yield/1/:  4.82%
 (For current yield information, please call American FundsLine (R) at
 1-800-325-3590)

 1 These fund results were calculated according to a formula which requires that
  the maximum sales charge of 5.75% be deducted and include the reinvestment of
  dividend and capital gain distributions. Results would be higher if they were
  calculated at net asset value.

 2 The Standard & Poor's 500 Composite Index represents primarily U.S. stocks.
  This index is unmanaged and does not reflect sales charges, commissions or
  expenses.

 3 The Lehman Brothers Aggregate Bond Index represents investment grade debt.
  This index is unmanaged and does not reflect sales charges, commissions or
  expenses.

 4 For the period beginning December 1, 1973 (when Capital Research and
  Management Company became the fund's investment adviser).

 5 The Lehman Brothers Aggregate Bond Index did not exist until December 31,
  1975. For the period between December 1, 1973 and December 31, 1975, the
  Lehman Brothers Government/Corporate Bond Index was used.


                                       4

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

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

 The following describes the fees and expenses that you may pay if you buy and
 hold shares of the fund.

<TABLE>
<CAPTION>
 SHAREHOLDER FEES
 (fees paid directly from your investment)
 ----------------------------------------------------------------
 <S>                                                   <C>
 Maximum sales charge imposed on purchases               5.75%/1/
 (as a percentage of offering price)
 ----------------------------------------------------------------
 Maximum sales charge imposed on reinvested dividends       0%
 ----------------------------------------------------------------
 Maximum deferred sales charge                              0%/2/
 ----------------------------------------------------------------
 Redemption or exchange fees                                0%
</TABLE>


 /1/ Sales charges are reduced or eliminated for larger purchases.

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

<TABLE>
<CAPTION>
 ANNUAL FUND OPERATING EXPENSES
 (expenses that are deducted from fund assets)
 ----------------------------------------------------------
 <S>                                               <C>
 Management Fees                                    0.28%
 Service (12b-1) Fees                               0.24%*
 Other Expenses                                     0.07%
 Total Annual Fund Operating Expenses               0.59%
</TABLE>


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

 EXAMPLE

 This Example is intended to help you compare the cost of investing in the fund
 with the cost of investing in other mutual funds.

 The Example assumes that you invest $10,000 in the fund for the time periods
 indicated and then redeem all of your shares at the end of those periods. The
 Example also assumes that your investment has a 5% return each year and that
 the fund's operating expenses remain the same. Although your actual costs may
 be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
 <S>                                                <C>
 One year                                            $  632
 -----------------------------------------------------------
 Three years                                         $  753
 -----------------------------------------------------------
 Five years                                          $  885
 -----------------------------------------------------------
 Ten years                                           $1,270
</TABLE>



                                       5

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

 The fund's investment objectives are to provide you with current income while
 secondarily striving for capital growth. Normally, the fund invests primarily
 in income-producing securities. These include equity securities such as
 dividend-paying common stocks and debt securities such as interest-paying
 bonds. The fund may invest in securities of issuers domiciled outside the U.S.
 Generally, at least 60% of the fund's assets will be invested in equity-type
 securities. The fund may also invest up to 20% of its assets in lower quality,
 higher yielding debt securities.

 The prices of equity securities will 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
 fluctuations. The values of certain debt securities held by the fund may be
 affected by changing interest rates, effective maturities and credit ratings.
 For example, the values of bonds in the fund's portfolio generally will decline
 when interest rates rise and vise versa. The values of lower quality and longer
 maturity bonds will be subject to greater price fluctuations than higher
 quality and shorter maturity bonds.

 Investments outside the U.S. may be affected by these events to a greater
 extent and may also be affected by differing securities regulations, higher
 transaction costs, and administrative difficulties such as delays in clearing
 and settling portfolio transactions.

 The fund may also hold cash or money market instruments of any issuer to any
 extent deemed appropriate. 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 provides greater liquidity to
 meet redemptions or to make additional investments, and it would reduce the
 fund's exposure in the event of a market downturn.

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



                                       6

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>



 Since the fund's primary goal is to provide you with current income, the fund
 also calculates its income generated and dividend rate over various periods and
 compares them with the S&P 500.

 The following information illustrates the income generated by the fund compared
 with the income generated by the S&P 500:

 For periods ended July 31, 1999:

<TABLE>
<CAPTION>
 INCOME GENERATED ON A
 $10,000 INVESTMENT/1/       THE FUND           S&P 500
 <S>                     <C>               <C>
 One Year                    $   497            $   147
 ------------------------------------------------------------
 Five Years                    3,316              1,641
 ------------------------------------------------------------
 Ten Years                     7,077              3,954
 ------------------------------------------------------------
 Lifetime/2/                  38,573             24,881
 ------------------------------------------------------------
</TABLE>


 1 Results are at net asset value and assume capital gain distributions are
  reinvested and dividends are taken in cash.

 2 For the period beginning December 1, 1973 (when Capital Research and
  Management Company became the fund's investment adviser).

The Fund's Dividend Rates Compared
with the Dividend Rates of the S&P 500 /1/

<TABLE>
<CAPTION>
 <S>     <C>   <C>
         IFA   S&P 500
7/31/89  6.67  3.04
7/31/90  7.07  3.31
7/31/91  7.09  3.11
7/31/92  6.05  2.89
7/31/93  6.19  2.79
7/31/94  6.06  2.80
7/31/95  5.55  2.41
7/31/96  5.19  2.28
7/31/97  4.74  1.61
7/31/98  4.32  1.43
7/31/99  4.86  1.24
 -------------------------------------------------------
</TABLE>

/1/ The 12-month dividend rate is calculated by taking the total of the
trailing 12 months' dividends and dividing by the month-end net asset
value adjusted for capital gains. All numbers were calculated by Lipper
Analytical Services.

 Past results are not an indication of future results.


                                       7

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>



 The following chart illustrates the asset mix of the fund's investment
 portfolio as of the end of the fund's fiscal year, July 31, 1999.
<TABLE>
<CAPTION>
<S>                                                              <C>
U.S. Equities                                                    47.6%
Non-U.S. Equities                                                13.4%
U.S. Treasury & Federal Agency Obligations                        5.7%
Other Fixed-Income Securities*                                   22.1%
Cash & Equivalents                                               11.2%

 * Includes 4.9% in non-U.S. bonds denominated in U.S. dollars.
</TABLE>
<TABLE>
<CAPTION>
                                                                   PERCENT OF
 Five Largest Industries in Equity Holdings                        NET ASSETS
 ------------------------------------------------------------------------------
 <S>                                                              <C>
 Banking                                                              8.48%
 ------------------------------------------------------------------------------
 Utilities: Electric & Gas                                            8.38
 ------------------------------------------------------------------------------
 Energy Sources                                                       7.52
 ------------------------------------------------------------------------------
 Telecommunications                                                   5.32
 ------------------------------------------------------------------------------
 Forest Products & Paper                                              4.08

 Ten Largest Equity Holdings
 ------------------------------------------------------------------------------
 U S West                                                             1.94%
 ------------------------------------------------------------------------------
 First Union                                                          1.90
 ------------------------------------------------------------------------------
 Phillips Petroleum                                                   1.54
 ------------------------------------------------------------------------------
 Atlantic Richfield                                                   1.39
 ------------------------------------------------------------------------------
 J.C. Penney                                                          1.29
 ------------------------------------------------------------------------------
 Weyerhaeuser                                                         1.24
 ------------------------------------------------------------------------------
 Bank of America                                                      1.11
 ------------------------------------------------------------------------------
 Houston Industries                                                   0.94
 ------------------------------------------------------------------------------
 USX-Marathon                                                         0.87
 ------------------------------------------------------------------------------
 J.P. Morgan                                                          0.85

 Bond Holdings by Quality Category (does not include convertible
 securities)
 See the Appendix for a description of quality categories
 ------------------------------------------------------------------------------
 U.S. Treasury and Agency                                             5.71%
 ------------------------------------------------------------------------------
 AAA                                                                  1.71
 ------------------------------------------------------------------------------
 AA                                                                   0.52
 ------------------------------------------------------------------------------
 A                                                                    2.23
 ------------------------------------------------------------------------------
 BBB                                                                  4.65
 ------------------------------------------------------------------------------
 BB                                                                   3.67
 ------------------------------------------------------------------------------
 B                                                                    8.18
 ------------------------------------------------------------------------------
 CCC                                                                  1.12
 ------------------------------------------------------------------------------
 CC                                                                   0.03
</TABLE>

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


                                       8

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 YEAR 2000

 The date-related computer issue known as the "Year 2000 problem" could have an
 adverse impact on the quality of services provided to the fund and its
 shareholders. However, the fund understands that its key service providers -
 including the investment adviser and its affiliates - are taking steps to
 address the issue. In addition, the Year 2000 problem may adversely affect the
 issuers in which the fund invests. For example, issuers may incur substantial
 costs to address the problem. They may also suffer losses caused by corporate
 and governmental data processing errors. These risks may be particularly acute
 in certain countries outside the U.S. in which the fund may invest and may
 adversely affect the fund's net asset value and total return. The fund and its
 investment adviser will continue to monitor developments relating to this
 issue.


                                       9

                                         THE INCOME 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. 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 Income Fund of America are listed on the following
 page.


                                       10

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>


<TABLE>
<CAPTION>
                                                                                             APPROXIMATE YEARS OF EXPERIENCE
                                                                                              AS AN INVESTMENT PROFESSIONAL
                                                                   YEARS OF EXPERIENCE       (INCLUDING THE LAST FIVE YEARS)
                                                                 AS PORTFOLIO COUNSELOR     -----------------------------------
         PORTFOLIO COUNSELORS                                  (AND RESEARCH PROFESSIONAL,    WITH CAPITAL
                  FOR                                              IF APPLICABLE) FOR         RESEARCH AND
            THE INCOME FUND                                          THE INCOME FUND           MANAGEMENT
              OF AMERICA              PRIMARY TITLE(S)          OF AMERICA (APPROXIMATE)         COMPANY
         -----------------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                            -----------------------------------
<S>                             <C>                            <C>                          <C>                <C>
         JANET A.               President and Director of the  6 years (plus 8 years as a   17 years           23 years
         MCKINLEY               fund. Director, Capital        research professional prior
                                Research and Management        to becoming a portfolio
                                Company. Senior Vice           counselor for the fund)
                                President, Capital Research
                                Company*
         ----------------------------------------------------------------------------------------------------------------------
         STEPHEN E.             Senior Vice President of the   15 years (plus 11 years as   27 years           33 years
         BEPLER                 fund. Senior Vice President,   a research professional
                                Capital Research Company*      prior to becoming a
                                                               portfolio counselor for the
                                                               fund)
         ----------------------------------------------------------------------------------------------------------------------
         ABNER D.               Senior Vice President of the   26 years                     32 years           47 years
         GOLDSTINE              fund. Senior Vice President
                                and Director, Capital
                                Research and Management
                                Company
         ----------------------------------------------------------------------------------------------------------------------
         DINA N.                Senior Vice President of the   7 years                      8 years            22 years
         PERRY                  fund. Senior Vice President,
                                Capital Research and
                                Management Company
         ----------------------------------------------------------------------------------------------------------------------
         HILDA L.               Vice President of the fund.    2 years (plus 3 years as a   5 years            13 years
         APPLBAUM               Vice President, Capital        research professional prior
                                Research Company*              to becoming a portfolio
                                                               counselor for the fund)
                                                                                            -----------------------------------
         -----------------------------------------------------------------------------------
         DAVID C.               Vice President of the fund.    3 years                      11 years           18 years
         BARCLAY                Vice President, Capital
                                Research and Management
                                Company
         ----------------------------------------------------------------------------------------------------------------------
         JOHN H.                Vice President of the fund.    7 years                      16 years           17 years
         SMET                   Vice President, Capital
                                Research and Management
                                Company
          * Company affiliated with Capital Research and Management Company
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       11

                                         THE INCOME 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 are available only in states
 where they may be legally offered and may be terminated or modified at any time
 upon 60 days' written notice. For your convenience, American Funds Service
 Company has four service centers across the country.

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

                             [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, some
 retirement plans or accounts held by investment dealers may not offer certain
 services. If you have any questions, please contact your plan administrator/
 trustee or dealer.


                                       12

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

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

 PURCHASE

 Generally, you may open an account by contacting any investment dealer
 authorized to sell the fund's shares. You may purchase additional shares using
 various options described in the statement of additional information and
 "Welcome to the Family."

 EXCHANGE

 You may exchange your shares into other funds in The American Funds Group
 generally without a sales charge. 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>
 INVESTMENT MINIMUMS
 <S>                                                          <C>
 To establish an account                                       $1,000
   For a retirement plan account                               $  250
   For a retirement plan account through payroll deduction     $   25
 To add to an account                                          $   50
   For a retirement plan account through payroll deduction     $   25
</TABLE>


 SHARE PRICE

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


                                       13

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 Your shares will be purchased at the offering price, or sold at the net asset
 value, next determined after American Funds Service Company receives and
 accepts your request. The offering price is the net asset value plus a sales
 charge, if applicable.

 SALES CHARGE

 A sales charge may apply to your purchase. Your sales charge may be reduced for
 larger purchases as indicated below.

<TABLE>
<CAPTION>
                             SALES CHARGE AS A PERCENTAGE OF
                             ----------------------------------
                                                                    DEALER
                                                    NET           COMMISSION
                                OFFERING          AMOUNT           AS % OF
 INVESTMENT                       PRICE          INVESTED       OFFERING PRICE
 ------------------------------------------------------------------------------
 <S>                         <C>              <C>              <C>
 Less than $50,000                5.75%            6.10%            5.00%
 ------------------------------------------------------------------------------
 $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 $1
 million                          2.00%            2.04%            1.60%
 ------------------------------------------------------------------------------
 $1 million or more and certain other
 investments described below           see below  see below   see below
</TABLE>



 PURCHASES NOT SUBJECT TO SALES CHARGE

 Investments of $1 million or more 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-type
 plans investing $1 million or more, or with 100 or more eligible employees, may
 invest with no sales charge and are not subject to a contingent deferred sales
 charge. Investments made by retirement plans, endowments or foundations with
 $50 million or more in assets 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.

 REDUCING YOUR SALES CHARGE

 You and your immediate family may combine investments to reduce your sales
 charge. You must let your investment dealer or American Funds Service Company
 know if you qualify for a reduction in your sales charge using one or any
 combination of the methods described below and in the statement of additional
 information and "Welcome to the Family."


                                       14

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 AGGREGATING ACCOUNTS

 To receive a reduced sales charge, investments made by you, your spouse and
 your children under the age of 21 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 two or more American Funds, except
 direct purchases of money market funds, to qualify for a reduced sales charge.

 RIGHTS OF ACCUMULATION

 You may take into account the current value of your existing holdings in The
 American Funds Group, as well as individual holdings in various American Legacy
 products, to determine your sales charge. Direct purchases of money market
 funds are excluded.

 STATEMENT OF INTENTION

 You may establish a Statement of Intention (SOI) that allows you to combine the
 purchases you intend to make over a 13-month period in any non-money market
 fund or individual American Legacy product. 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. An SOI allows you to take immediate advantage of the maximum
 quantity discount available. A portion of your account may be held in escrow to
 cover additional sales charges which may be due if your total investments over
 the 13-month period are insufficient to qualify for the applicable sales charge
 reduction.

 PLAN OF DISTRIBUTION

 The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
 activities primarily intended to sell shares, provided the categories of
 expenses are approved in advance by the fund's board of directors. Up to 0.25%
 of average net assets is paid annually to qualified dealers for providing
 certain services


                                       15

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 pursuant to the fund's Plan of Distribution. The 12b-1 fee paid by the fund, as
 a percentage of average net assets, for the previous fiscal year is indicated
 earlier under "Fees and Expenses of the Fund." Since these fees are paid out of
 the fund's assets on an ongoing basis, over time they will increase the cost of
 an investment and may cost you more than paying higher initial sales charges.

 OTHER COMPENSATION TO DEALERS

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

 HOW TO SELL SHARES

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

  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)

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

  WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

  .  A signature guarantee is required if the redemption is:

     -- Over $50,000;

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

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

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

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

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

  .  Checks must be made payable to the registered shareholder

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


                                       16

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE, OR AMERICAN      FUNDSLINE
 ONLINE

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

 Unless you decide not to have telephone, fax, or computer services on your
 account(s), you agree to hold the fund, American Funds Service Company, any of
 its affiliates or mutual funds managed by such affiliates, and each of their
 respective directors, trustees, officers, employees and agents harmless from
 any losses, expenses, costs or liabilities (including attorney fees) which may
 be incurred in connection with the exercise of these privileges, provided
 American Funds Service Company employs reasonable procedures to confirm that
 the instructions received from any person with appropriate account information
 are genuine. If reasonable procedures are not employed, the fund may be liable
 for losses due to unauthorized or fraudulent instructions.


                                       17

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 DISTRIBUTION ARRANGEMENTS

 DIVIDENDS AND DISTRIBUTIONS

 The fund intends to distribute dividends to you, usually in March, June,
 September and 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.

 TAX CONSEQUENCES

 As with any investment, your investment in the fund could have tax
 consequences. If you are not investing through a tax-advantaged retirement
 account, you should consider these tax consequences.

 TAXES ON DISTRIBUTIONS

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

 For federal tax purposes, the fund's dividends and distributions of short-term
 capital gains are taxable to you as ordinary income. The fund's distributions
 of long-term capital gains are taxable to you as 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.


                                       18

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 FINANCIAL HIGHLIGHTS

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


<TABLE>
<CAPTION>
                                           YEARS ENDED JULY 31
                                       ------------------------------
                               1999      1998      1997      1996       1995
                             --------------------------------------------------
 <S>                         <C>       <C>       <C>       <C>       <C>
 Net Asset Value,             $18.25    $18.59    $15.89    $14.92     $13.59
 Beginning of Period
 ------------------------------------------------------------------------------
 Income From Investment
 Operations:
 Net Investment Income           .88       .85       .86       .87        .85
 ------------------------------------------------------------------------------
 Net Gains or Losses on
 Securities (both realized       .45      1.11      3.55      1.11       1.29
 and unrealized)
 ------------------------------------------------------------------------------
 Total From Investment          1.33      1.96      4.41      1.98       2.14
 Operations
 ------------------------------------------------------------------------------
 Less Distributions:
 Dividends (from net            (.88)     (.82)     (.90)     (.83)      (.75)
 investment income)
 ------------------------------------------------------------------------------
 Distributions (from           (1.19)    (1.48)     (.81)     (.18)      (.06)
 capital gains)
 ------------------------------------------------------------------------------
 Total Distributions           (2.07)    (2.30)    (1.71)    (1.01)      (.81)
 ------------------------------------------------------------------------------
 Net Asset Value,             $17.51    $18.25    $18.59    $15.89     $14.92
 End of Period
 ------------------------------------------------------------------------------
 Total Return*                 7.79%    11.32%    29.28%    13.46%     16.42%
 ------------------------------------------------------------------------------
 Ratios/Supplemental Data:
 Net Assets, End of Period   $23,012   $22,113   $18,814   $14,459    $12,290
 (in millions)
 ------------------------------------------------------------------------------
 Ratio of Expenses to           .59%      .59%      .61%      .62%       .65%
 Average Net Assets
 ------------------------------------------------------------------------------
 Ration of Net Income          4.99%     4.75%     5.09%     5.56%      6.12%
 to Average Net Assets
 ------------------------------------------------------------------------------
 Portfolio Turnover Rate      44.35%    34.68%    40.92%    37.77%     26.26%
 *  Excludes maximum sales charge of 5.75%.
</TABLE>



                                       19

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 APPENDIX

 Moody's Investors Service, Inc. rates the long-term debt securities issued by
 various entities in categories ranging from "Aaa" to "C," according to quality
 as described below.

 "Aaa--Best quality. These securities carry the smallest degree of investment
 risk and are generally referred to as "gilt edge." Interest payments are
 protected by a large, or by an exceptionally stable margin and principal is
 secure. While the various protective elements are likely to change, such
 changes as can be visualized are most unlikely to impair the fundamentally
 strong position of such shares."

 "Aa--High quality by all standards. They are rated lower than the best bond
 because margins of protection may not be as large as in Aaa securities,
 fluctuation of protective elements may be of greater amplitude, or there may be
 other elements present which make the long-term risks appear somewhat greater."

 "A--Upper medium grade obligations. These bonds possess many favorable
 investment attributes. Factors giving security to principal and interest are
 considered adequate, but elements may be present which suggest a susceptibility
 to impairment sometime in the future."

 "Baa--Medium grade obligations. Interest payments and principal security appear
 adequate for the present but certain protective elements may be lacking or may
 be characteristically unreliable over any great length of time. Such bonds lack
 outstanding investment characteristics and, in fact, have speculative
 characteristics as well."

 "Ba--Have speculative elements; future cannot be considered as well assured.
 The protection of interest and principal payments may be very moderate and
 thereby not well safeguarded during both good and bad times over the future.
 Bonds in this class are characterized by uncertainty of position."

 "B--Generally lack characteristics of the desirable investment; assurance of
 interest and principal payments or of maintenance of other terms of the
 contract over any long period of time may be small."

 "Caa--Of poor standing. Issues may be in default or there may be present
 elements of danger with respect to principal or interest."

 "Ca--Speculative in a high degree; often in default or having other marked
 shortcomings."

 "C--Lowest rated class of bonds; can be regarded as having extremely poor
 prospects of ever attaining any real investment standing."


                                       20

THE INCOME FUND OF AMERICA / PROSPECTUS



<PAGE>

 Moody's supplies numerical indicators, 1, 2 and 3 to rating categories. The
 modifier 1 indicates that the obligation ranks in the higher end of its generic
 rating category; the modifier 2 indicates a mid-range ranking; and 3 indicates
 a ranking toward the lower end of that generic category.

 Standard & Poor's Corporation rates the long-term debt securities issued by
 various entities in categories ranging from "AAA" to "D," according to quality
 as described below.

 "AAA--Highest rating. Capacity to pay interest and repay principal is extremely
 strong."

 "AA--High grade. Very strong capacity to pay interest and repay principal.
 Generally, these bonds differ from AAA issues only in a small degree."

 "A--Have a strong capacity to pay interest and repay principal, although they
 are somewhat more susceptible to the adverse effects of change in circumstances
 and economic conditions, than debt in higher rated categories."

 "BBB--Regarded as having adequate capacity to pay interest and repay principal.
 These bonds normally exhibit adequate protection parameters, but adverse
 economic conditions or changing circumstances are more likely to lead to a
 weakened capacity to pay interest and repay principal than for debt in higher
 rated categories."

 "BB, B, CCC, CC, C--Regarded, on balance, as predominantly speculative with
 respect to capacity to pay interest and repay principal in accordance with the
 terms of the obligation. BB indicates the lowest degree of speculation and C
  the highest degree of speculation. While such debt will likely have some
 quality protective characteristics, these are outweighed by large uncertainties
 or major risk exposures to adverse conditions."

 "C1--Reserved for income bonds on which interest is being paid."

 "D--In default and payment of interest and/or repayment of principal is in
 arrears."

 Standard & Poor's applies indicators "+", no character and "-" to its rating
 categories. The indicators show relative standing within the major rating
 categories.




                                       21

                                         THE INCOME FUND OF AMERICA / PROSPECTUS

<PAGE>


<TABLE>
<CAPTION>
 <S>              <C>  <C>                     <C>  <C>
 FOR SHAREHOLDER       FOR RETIREMENT PLAN          FOR DEALER
 SERVICES              SERVICES                     SERVICES
 American Funds        Call your employer or        American Funds
 Service Company       plan administrator           Distributors
 800/421-0180                                       800/421-9900 ext. 11
</TABLE>





<TABLE>
<CAPTION>
 <S>                    <C>
               FOR 24-HOUR INFORMATION
 American FundsLine(R)  American FundsLine OnLine(R)
 800/325-3590           http://www.americanfunds.com
</TABLE>


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

 ---------------------------------------------------------
 MULTIPLE TRANSLATIONS

 This prospectus may be translated into other languages. In the event of any
 inconsistencies or ambiguity as to the meaning of any word or phrase in a
 translation, the English text will prevail.

 ---------------------------------------------------------
 OTHER FUND INFORMATION

 ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS

 Contains additional information about the fund including financial statements,
 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)

 Contains more detailed information on all aspects of the fund, including the
 fund's financial statements.

 A current SAI has been filed with the Securities and Exchange Commission
 ("SEC") and is incorporated by reference into this prospectus. The SAI and
 other related materials about the fund are available for review or to be copied
 at the SEC's Public Reference Room in Washington, D.C. (1-800-SEC-0330) or on
 the SEC's Internet Web site at http://www.sec.gov.

 CODE OF ETHICS

 Includes a description of the fund's personal investing policy.

 To request a free copy of any of the documents above:


<TABLE>
<CAPTION>
 <S>                  <C>    <C>
 Call American Funds   or    Write to the Secretary of the fund
 Service Company             P.O. Box 7650 San Francisco,
 800/421-0180 ext. 1         California 94120
</TABLE>


Investment Company File No. 811-1880            Printed on recycled paper


<PAGE>
                       THE INCOME FUND OF AMERICA, INC.

                                   Part B
                       Statement of Additional Information

                               October 1, 1999

This document is not a prospectus but should be read in conjunction with the
current prospectus of The Income Fund of America, Inc. (the "fund" or "IFA")
dated October 1, 1999.  The prospectus may be obtained from your investment
dealer or financial planner or by writing to the fund at the following address:

                       The Income Fund of America, Inc.
                             Attention:  Secretary
                            One Market, Steuart Tower
                                P.O. Box 7650
                       San Francisco, California  94120
                                (415) 421-9360

Shareholders who purchase shares at net asset value through eligible retirement
plans should note that not all of the services or features described below may
be available to them, and they should contact their employer for details.

                         TABLE OF CONTENTS

Item                                                              Page No.

CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES                           2
DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES             2
INVESTMENT RESTRICTIONS                                                 8
FUND ORGANIZATION AND VOTING RIGHTS                                     9
FUND OFFICERS AND DIRECTORS                                            11
MANAGEMENT                                                             16
DIVIDENDS, DISTRIBUTIONS AND TAXES                                     19
PURCHASE OF SHARES                                                     23
SELLING SHARES                                                         29
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES                            31
EXECUTION OF PORTFOLIO TRANSACTIONS                                    33
GENERAL INFORMATION                                                    34
INVESTMENT RESULTS AND RELATED STATISTICS                              35
FINANCIAL STATEMENTS                                             ATTACHED

                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

The following limitations and guidelines are considered at the time of
purchase, under normal market conditions, and are based on a percentage of the
fund's net assets unless otherwise noted.  This summary is not intended to
reflect all of the fund's investment limitations.

OBJECTIVE

- - The fund will invest at least 65% of its assets in income producing
securities.

EQUITY SECURITIES

- - The fund will generally invest at least 60% of its assets in equity
securities.  However, at times the fund may be substantially invested in equity
or fixed-income securities (i.e., more than 60%) or may be solely invested in
equity or fixed-income securities (i.e., 100%).

DEBT SECURITIES

- - The fund may invest up to 20% of its assets in straight debt securities rated
BB by S&P and Ba by Moody's or below or unrated but determined to be of
equivalent quality.  (The 20% limit shall not apply to debt securities that
have equity conversion or purchase rights.)

- - The fund's high-yield, high-risk securities may be rated as low as Ca by
Moody's or CC by S&P or unrated but determined to be of equivalent quality.

- - The fund may invest up to 11/2% of its assets in inverse floating rate notes.

- - The fund may invest up to 5% of its assets in reinsurance related notes and
bonds.

NON-U.S. SECURITIES

- - The fund may invest up to 15% of its assets in equity securities of issuers
domiciled outside the U.S. and not included in the Standard & Poor's 500
Composite Index.

- - The fund may invest up to 10% of its assets in fixed-income securities of
issuers domiciled outside the U.S. (must be U.S. dollar denominated).

          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

The fund may experience difficulty liquidating certain portfolio securities
during significant market declines or periods of heavy redemptions.  The
descriptions below are intended to supplement the material in the prospectus
under "Investment Objectives, Strategies and Risks."

EQUITY SECURITIES - Equity securities represent an ownership position in a
company. These securities may include common stocks and securities with equity
conversion or purchase rights.  The prices of equity securities fluctuate based
on changes in the financial condition of their issuers and on market and
economic conditions. The fund's results will be related to the overall market
for these securities.

INVESTING IN SMALLER CAPITALIZATION STOCKS - The fund may invest in the stocks
of smaller companies (typically companies with market capitalizations of less
than $1.2 billion at the time of purchase).  The Investment Adviser believes
that the issuers of smaller capitalization stocks often provide attractive
investment opportunities.  However, investing in smaller capitalization stocks
can involve greater risk than is customarily associated with investing in
stocks of larger, more established companies.  For example, smaller companies
often have limited product lines, markets, or financial resources, may be
dependent for management on one or a few key persons, and can be more
susceptible to losses.  Also, their securities may be thinly traded (and
therefore have to be sold at a discount from current prices or sold in small
lots over an extended period of time), may be followed by fewer investment
research analysts, and may be subject to wider price swings thus creating a
greater chance of loss than securities of larger capitalization companies.

DEBT SECURITIES -- Bonds and other debt securities are used by issuers to
borrow money. Issuers pay investors interest and generally must repay the
amount borrowed at maturity. Some debt securities, such as zero coupon bonds,
do not pay current interest, but are purchased at a discount from their face
values. The prices of debt securities fluctuate depending on such factors as
interest rates, credit quality, and maturity. In general their prices decline
when interest rates rise and vice versa.

High-yield, high-risk bonds rated Ba or below by Standard & Poor's Corporation
or BB or below by Moody's Investors Services, Inc. (or unrated but considered
to be of equivalent quality) are described by the rating agencies as
speculative and involve greater risk of default or price changes due to changes
in the issuer's creditworthiness than higher rated bonds, or they may already
be in default.  The market prices of these securities may fluctuate more than
higher quality securities and may decline significantly in periods of general
economic difficulty.  It may be more difficult to dispose of, or to determine
the value of, high-yield, high-risk bonds.  Certain risk factors relating to
"high-yield, high-risk bonds" are discussed below.

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES -- High-yield, high-risk
bonds can be sensitive to adverse economic changes and political and corporate
developments and may be less sensitive to interest rate changes. During an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would adversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing.  In
addition, periods of economic uncertainty and changes can be expected to result
in increased volatility of market prices and yields of high-yield, high-risk
bonds.

PAYMENT EXPECTATIONS -- High-yield, high-risk bonds, like other bonds, may
contain redemption or call provisions. If an issuer exercises these provisions
in a declining interest rate market, the fund would have to replace the
security with a lower yielding security, resulting in a decreased return for
investors. If the issuer of a bond defaults on its obligations to pay interest
or principal or enters into bankruptcy proceedings, the fund may incur losses
or expenses in seeking recovery of amounts owed to it.

LIQUIDITY AND VALUATION -- There may be little trading in the secondary market
for particular bonds, which may affect adversely the fund's ability to value
accurately or dispose of such bonds.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high-yield, high-risk bonds, especially in a thin
market.

The Investment Adviser attempts to reduce the risks described above through
diversification of the portfolio and by credit analysis of each issuer as well
as by monitoring broad economic trends and corporate and legislative
developments, but there can be no assurance that it will be successful in doing
so.

SECURITIES WITH EQUITY AND DEBT CHARACTERISTICS - The fund may invest in
securities that have  a combination of equity and debt characteristics such as
non-convertible preferred stocks and convertible securities. These securities
may at times resemble equity more than debt and vice versa. Non-convertible
preferred stocks are similar to debt in that they have a stated dividend rate
akin to the coupon of a bond or note even though they are often classified as
equity securities. The prices and yields of non-convertible preferred stocks
generally move with changes in interest rates and the issuer's credit quality,
similar to the factors affecting debt securities.

Bonds, preferred stocks, and other securities may sometimes be converted into
common stock or other securities at a stated exchange ratio. These securities
prior to conversion pay a fixed rate of interest or a dividend. Because
convertible securities have both debt and equity characteristics, their value
varies in response to many factors, including the value of the underlying
equity, general market and economic conditions, convertible market valuations,
as well as changes in interest rates, credit spreads, and the credit quality of
the issuer.

INFLATION-INDEXED BONDS - The fund may invest in inflation-indexed bonds issued
by governments, their agencies or instrumentalities, and corporations.  The
principal value of this type of bond is periodically adjusted according to
changes in the rate of inflation.  The interest rate is generally fixed at
issuance; however, interest payments are based on an inflation adjusted
principal value.  For example, in a period of deflation, principal value will
be adjusted downward, reducing the interest payable.

Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation indexed bonds,
even during a period of deflation.  However, the current market value of the
bonds is not guaranteed, and will fluctuate.  The fund may also invest in other
bonds which may or may not provide a similar guarantee.  If a guarantee of
principal is not provided, the adjusted principal value of the bond repaid at
maturity may be less than the original principal.

REINSURANCE RELATED NOTES AND BONDS - The fund may invest in reinsurance
related notes and bonds.  These instruments, which are typically issued by
special purpose reinsurance companies, transfer an element of insurance risk to
the note or bond holders.  For example, the reinsurance company would not be
required to repay all or a portion of the principal value of the notes or bonds
if losses due to a catastrophic event under the policy (such as a major
hurricane) exceed certain dollar thresholds.  Consequently, the fund may lose
the entire amount of its investment in such bonds or notes if such an event
occurs and losses exceed certain dollar thresholds.  In this instance,
investors would have no recourse against the insurance company.  These
instruments may be issued with fixed or variable interest rates and rated in a
variety of credit quality categories by the rating agencies.

INVERSE FLOATING RATE NOTES-- The fund may invest to a very limited extent (no
more than 11/2% of its assets)  in inverse floating rate notes (a type of
derivative instrument).  These notes have rates that move in the opposite
direction of prevailing interest rates.   A change in prevailing interest rates
will often result in a greater change in the instruments' interest rates.  As a
result, these instruments may have a greater degree of volatility than other
types of interest-bearing securities.

RESTRICTED SECURITIES AND LIQUIDITY  - The fund may purchase securities subject
to restrictions on resale.  All such securities not actively traded will be
considered illiquid unless they have been specifically determined to be liquid
under procedures which have been adopted by the fund's board of directors,
taking into account factors such as the frequency and volume of trading, the
commitment of dealers to make markets and the availability of qualified
investors, all of which can change from time to time.  The fund may incur
certain additional costs in disposing of illiquid securities.

PASS-THROUGH SECURITIES -- The fund may invest in various debt obligations
backed by a pool of mortgages or other assets including loans on single family
residences, home equity loans, mortgages on commercial buildings, credit card
receivables, and leases on airplanes or other equipment.  Principal and
interest payments made on the underlying asset pools backing these obligations
are typically passed through to investors.  Pass-through securities may have
either fixed or adjustable coupons. These securities include those discussed
below.

"Mortgage-backed securities" are issued both by U.S. government agencies,
including the Government National Mortgage Association (GNMA), the Federal
National Mortgage Association (FNMA), and the Federal Home Loan Mortgage
Corporation (FHLMC), and by private entities. The payment of interest and
principal on securities issued by U.S. government agencies is guaranteed by the
full faith and credit of the U.S. government (in the case of GNMA securities)
or the issuer (in the case of FNMA and FHLMC securities). However, the
guarantees do not apply to the market prices and yields of these securities,
which vary with changes in interest rates.

Mortgage-backed securities issued by private entities are structured similarly
to mortgage-backed securities issued by GNMA, FNMA, and FHLMC. These securities
and the underlying mortgages are not guaranteed by government agencies. In
addition, these securities generally are structured with one or more types of
credit enhancement. Mortgage-backed securities generally permit borrowers to
prepay their underlying  mortgages.  Prepayments can alter the effective
maturity of these instruments.

"Collateralized mortgage obligations" (CMOs) are also backed by a pool of
mortgages or mortgage loans, which are divided into two or more separate bond
issues. CMOs issued by U.S. government agencies are backed by agency mortgages,
while privately issued CMOs may be backed by either government agency mortgages
or private mortgages.  Payments of principal and interest are passed-through to
each bond at varying schedules resulting in bonds with different coupons,
effective maturities, and sensitivities to interest rates. In fact, some CMOs
may be structured in a way that when interest rates change the impact of
changing prepayment rates on these securities' effective maturities is
magnified.

"Commercial mortgage-backed securities" are backed by mortgages of commercial
property, such as hotels, office buildings, retail stores, hospitals, and other
commercial buildings. These securities may have a lower prepayment uncertainty
than other mortgage-related securities because commercial mortgage loans
generally prohibit or impose penalties on prepayments of principal. In
addition, commercial mortgage-related securities often are structured with some
form of credit enhancement to protect against potential losses on the
underlying mortgage loans. Many of the risks of investing in commercial
mortgage-backed securities reflect the risks of investing in the real estate
securing the underlying mortgage loans, including the effects of local and
other economic conditions on real estate markets, the ability of tenants to
make loan payments, and the ability of a property to attract and retain
tenants.

"Asset-backed securities" are backed by other assets such as credit card,
automobile or consumer loan receivables, retail installment loans, or
participations in pools of leases. Credit support for these securities may be
based on the underlying assets and/or provided through credit enhancements by a
third party. The values of these securities are sensitive to changes in the
credit quality of the underlying collateral, the credit strength of the credit
enhancement, changes in interest rates, and at times the financial condition of
the issuer.  Some asset-backed securities also may receive prepayments which
can change the securities' effective maturities.

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.  For these securities, the payment of
principal and interest is unconditionally guaranteed by the U.S. Government,
and thus they are of the highest possible credit quality.  Such securities are
subject to variations in market value due to fluctuations in interest rates,
but, if held to maturity, will be paid in full.

Certain securities issued by U.S. Government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury. However, they generally involve federal sponsorship in one way or
another; some are backed by specific types of collateral; some are supported by
the issuer's right to borrow from the Treasury; some are supported by the
discretionary authority of the Treasury to purchase certain obligations of the
issuer; and others are supported only by the credit of the issuing government
agency or instrumentality. 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.

INVESTING IN VARIOUS COUNTRIES -- Investing outside the U.S. involves special
risks, caused by, among other things: currency controls, fluctuating currency
values; different accounting, auditing, and financial reporting regulations and
practices in some countries; changing local and regional economic, political,
and social conditions; expropriation or confiscatory taxation; greater market
volatility; differing securities market structures; and various administrative
difficulties such as delays in clearing and settling portfolio transactions or
in receiving payment of dividends. However, in the opinion of Capital Research
and Management Company, investing outside the U.S. also can reduce certain
portfolio risks due to greater diversification opportunities.

The risks described above are potentially heightened in connection with
investments in developing countries.  Although there is no universally accepted
definition, a developing country is generally considered to be a country which
is in the initial stages of its industrialization cycle with a low per capita
gross national product.  For example, political and/or economic structures in
these countries may be in their infancy and developing rapidly.  Historically,
the markets of developing countries have been more volatile than the markets of
developed countries. The fund may only invest in securities of issuers in
developing countries to a limited extent.

Additional costs could be incurred in connection with the fund's investment
activities outside the U.S. Brokerage commissions may be higher outside the
U.S., and the fund will bear certain expenses in connection with its currency
transactions. Furthermore, increased custodian costs may be associated with the
maintenance of assets in certain jurisdictions.

CURRENCY TRANSACTIONS - The fund can purchase and sell currencies to facilitate
securities transactions and enter into forward currency contracts to protect
against changes in currency exchange rates.  A forward currency contract is an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract.  Forward currency
contracts entered into by the fund will involve the purchase or sale of a
currency against the U.S. dollar.  While entering into forward currency
transactions could minimize the risk of loss due to a decline in the value of
the hedged currency, it could also limit any potential gain which might result
from an increase in the value of the currency.  The fund will not generally
attempt to protect against all potential changes in exchange rates.  The fund
will segregate liquid assets which will be marked to market daily to meet its
forward contract commitments to the extent required by the Securities and
Exchange Commission.

Certain provisions of the Internal Revenue Code may affect the extent to which
the fund may enter into forward contracts.  Such transactions may also affect,
for U.S. federal income tax purposes, the character and timing of income, gain
or loss recognized by the fund.

CASH AND CASH EQUIVALENTS -  These securities include (i) commercial paper
(short-term notes up to 9 months in maturity issued by corporations or
governmental bodies), (ii) commercial bank obligations (E.G., certificates of
deposit, bankers' acceptances (time drafts on a commercial bank where the bank
accepts an irrevocable obligation to pay at maturity)), (iii) savings
association and saving bank obligations (E.G., certificates of deposit issued
by savings banks or savings associations), (iv) securities of the U.S.
Government, its agencies or instrumentalities that mature, or may be redeemed,
in one year or less, and (v) corporate bonds and notes that mature, or that may
be redeemed, in one year or less.

FORWARD COMMITMENTS - The fund may enter into commitments to purchase or sell
securities at a future date.  When the fund agrees to purchase such securities
it assumes the risk of any decline in value of the security beginning on the
date of the agreement.  When the fund agrees to sell such securities it does
not participate in further gains or losses with respect to the securities
beginning on the date of the agreement.  If the other party to such a
transaction fails to deliver or pay for the securities, the fund could miss a
favorable price or yield opportunity, or could experience a loss.

The fund may also enter into "roll" transactions which are the sale of
mortgage-backed or other securities together with a commitment to purchase
similar, but not identical securities at a later date.  The fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations as of the time of the agreement.  The fund intends to treat roll
transactions as two separate transactions: one involving the purchase of a
security and a separate transaction involving the sale of a security.  Since
the fund does not intend to enter into roll transactions for financing
purposes, it may treat these transactions as not falling within the definition
of "borrowing" set forth in Section 2(a)(23) of the Investment Company Act of
1940 (the "1940 Act").  The fund will segregate liquid assets which will be
marked to market daily in an amount sufficient to meet its payment obligations
in these transactions.

PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held.  Short-term trading
profits are not the fund's objective and changes in its investments are
generally accomplished gradually, though short-term transactions may
occasionally be made.  High portfolio turnover (100% or more) involves
correspondingly greater transaction costs in the form of dealer spreads or
brokerage commissions, and may result in the realization of net capital gains,
which are taxable when distributed to shareholders.  Fixed-income securities
are generally traded on a net basis and usually neither brokerage commissions
nor transfer taxes are involved.

The fund's portfolio turnover rate would equal 100% if each security in the
fund's portfolio were replaced once per year.  See "Financial Highlights" in
the prospectus for the fund's annual portfolio turnover for each of the last
five fiscal periods.

                            INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES - The fund has adopted the following fundamental policies
and investment restrictions which may not be changed without approval by
holders of a majority of its outstanding shares.  Such majority is defined in
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.  All percentage limitations are
considered at the time securities are purchased and are based on the fund's net
assets unless otherwise indicated.  None of the following investment
restrictions involving a maximum percentage of assets will be considered
violated unless the excess occurs immediately after, and is caused by, an
acquisition by the fund.

The fund may not:

1. Act as underwriter of securities issued by other persons.

2. Invest more than 10% of the value of its total assets in securities that are
illiquid.

3. Borrow amounts in excess of 5% of its gross assets taken at cost or market
value, whichever is lower, determined at the time of borrowing, and then only
from banks as a temporary measure for extraordinary or emergency purposes; or
pledge, mortgage, or hypothecate its assets taken at market value to any extent
greater than 15% of its gross assets taken at cost or market value, whichever
is lower, at the time of such action.

4. Purchase real estate (including limited partnership interests but excluding
securities of companies, such as real estate investment trusts, which deal in
real estate or interests therein) or purchase oil, gas, or other mineral
leases.

5. Purchase or deal in commodities or commodity contracts.

6. Make loans to other persons, except by making time or demand deposits with
banks or by purchasing a portion of an issue (not prohibited by any investment
restriction set forth herein) of bonds, debentures, commercial paper or other
debt securities at original issue or otherwise.

7. Purchase securities of any company for the purpose of exercising control or
management.

8. Purchase securities of any other managed investment company.

9. Purchase any securities on "margin", except that it may obtain such
short-term credit as may be necessary for the clearance of purchases of
securities.

10. Sell or contract to sell any security which it does not own unless by
virtue of its ownership of other securities it has at the time of sale a right
to obtain securities, without payment of further consideration, equivalent in
kind and amount to the securities sold and provided that if such right is
conditional the sale is made upon the same conditions.

11. Purchase or sell puts, calls, straddles, or spreads, but this restriction
shall not prevent the purchase or sale of rights represented by warrants or
convertible securities.

12. Purchase any securities of any issuer, except the U.S. Government (or its
instrumentalities), if immediately after and as a result of such investment (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 the outstanding voting securities of such issuer, provided that
this restriction shall apply only as to 75% of the fund's total assets.

13. Purchase any securities (other than securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities) if immediately after and
as a result of such purchase 25% or more of the market value of the total
assets of the fund would be invested in securities of companies in any one
industry.

14. Purchase securities of companies (other than real estate investment trusts)
which, with their predecessors, have a record of less than three years'
continuous operations, if such purchase would cause more than 5% of the fund's
total assets to be invested in the securities of such companies.

For purposes of Investment Restriction #2, restricted securities are treated as
illiquid by the fund, with the exception of those securities that have been
determined to be liquid pursuant to procedures adopted by the fund's Board of
Directors.  In addition, the fund may not invest more than 15% of the value of
its net assets in securities that are illiquid.  Notwithstanding Investment
Restriction #8, the fund may invest in securities of other investment companies
if deemed advisable by its officers in connection with the administration of a
deferred compensation plan adopted by directors pursuant to an exemptive order
granted by the Securities and Exchange Commission.  In addition, the fund may
not issue senior securities.

                      FUND ORGANIZATION AND VOTING RIGHTS

The fund, an open-end, diversified management investment company, was organized
as a Delaware corporation on March 8, 1969 and reorganized as a Maryland
corporation on December 16, 1983.

All fund operations are supervised by the fund's board of directors which meets
periodically and performs duties required by applicable state and federal laws.
Members of the board who are not employed by Capital Research and Management
Company or its affiliates are paid certain fees for services rendered to the
fund as described in "Directors and Director Compensation" below.  They may
elect to defer all or a portion of these fees through a deferred compensation
plan in effect for the fund.

The fund does not hold annual meetings of shareholders.  However, significant
matters which require shareholder approval, such as certain elections of board
members or a change in a fundamental investment policy, will be presented to
shareholders at a meeting called for such purpose.  Shareholders have one vote
per share owned.  At the request of the holders of at least 10% of the shares,
the fund will hold a meeting at which any member of the board could be removed
by a majority vote.

REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, shareholders may, by the affirmative
vote of the holders of a majority of the votes entitled to be cast, 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 agreed, 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 will promptly call a meeting of
shareholders for the purpose of voting upon the removal of any Director when
requested in writing to do so by the record holders of at least 10% of the
outstanding shares.


                          FUND OFFICERS AND DIRECTORS
                      DIRECTORS AND DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
NAME, ADDRESS AND       POSITION           PRINCIPAL                AGGREGATE            TOTAL              TOTAL
AGE                     WITH               OCCUPATION(S)            COMPENSATION         COMPENSATION       NUMBER
                        REGISTRANT         DURING                   (INCLUDING           (INCLUDING         OF FUND
                                           PAST 5 YEARS             VOLUNTARILY          VOLUNTARILY        BOARDS
                                                                    DEFERRED             DEFERRED           ON WHICH
                                                                    COMPENSATION         COMPENSATION       DIRECTOR
                                                                    /1/) FROM THE        /1/) FROM ALL      SERVES
                                                                    FUND DURING          FUNDS MANAGED      /3/
                                                                    FISCAL YEAR          BY CAPITAL
                                                                    ENDED                RESEARCH AND
                                                                    JULY 31, 1999        MANAGEMENT
                                                                                         COMPANY OR
                                                                                         ITS
                                                                                         AFFILIATES
                                                                                         /2/ FOR THE
                                                                                         YEAR ENDED
                                                                                         JULY 31, 1999

<S>                     <C>                <C>                      <C>                  <C>                <C>
Robert A. Fox           Director           President and            $ 25,500/4/          $125,500/4/        7
P.O. Box 457                               Chief Executive
1000 Davis Street                          Officer, Foster
Livingston, CA                             Farms
95334
Age: 62

Roberta L. Hazard       Director           Consultant; Rear         $ 24,000             $ 78,000           4
1419 Audmar Drive                          Admiral, United
McLean, VA 22101                           States Navy
Age: 64                                    (Retired)

Leonade D. Jones        Director           Management               $ 34,583/4/          $138,000/4/        6
1536 Los Montes                            consultant; former
Drive                                      Treasurer, The
Burlingame, CA                             Washington Post
94010                                      Company
Age: 51

John G. McDonald        Director           The IBJ Professor        $ 32,900/4/          $261,250/4/        9
Stanford                                   of Finance,
University                                 Graduate School of
Stanford, CA                               Business, Stanford
94305                                      University
Age: 62

+ Janet A.              President          Director, Capital        None/5/              None/5/            1
McKinley                and Director       Research and
630 Fifth Avenue                           Management
New York, NY                               Company; Senior
10111                                      Vice President,
Age: 44                                    Capital Research
                                           Company

+ James W.              Director           Senior Partner,          None/5/              None/5/            7
Ratzlaff                                   The Capital Group
333 South Hope                             Partners L.P.
Street
Los Angeles, CA
90071
Age: 63

Henry E. Riggs          Director           President, Keck          $ 29,400/4/          $104,450/4/        4
535 Watson Drive                           Graduate Institute
Claremont, CA                              of Applied Life
91711                                      Sciences; former
Age: 64                                    President and
                                           Professor of
                                           Engineering,
                                           Harvey Mudd
                                           College

+ Walter P. Stern       Chairman of        Vice Chairman,           None/5/              None/5/            3
630 Fifth Avenue        the Board          Capital Group
New York, NY                               International,
10111                                      Inc.; Chairman,
Age: 71                                    Capital
                                           International,
                                           Inc.; Director,
                                           Temple-Inland Inc.
                                           (forest products)

Patricia K. Woolf       Director           Private investor;        $ 31,900             $139,950           6
506 Quaker Road                            Lecturer,
Princeton, NJ                              Department of
08540                                      Molecular Biology,
Age: 65                                    Princeton
                                           University;
                                           Corporate Director

</TABLE>

/+/ "Interested persons" within the meaning of the 1940 Act on the basis of
their affiliation with the fund's Investment Adviser, Capital Research and
Management Company or the parent company of the Investment Adviser, The Capital
Group Companies, Inc.

/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 29 funds:  AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management
Trust of America, Capital Income Builder, Inc., Capital World Growth and Income
Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., New World Fund, Inc., SMALLCAP World Fund, Inc., The
Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Fund of California,  The
Tax-Exempt Fund of Maryland,  The Tax-Exempt Fund of Virginia,  The Tax-Exempt
Money Fund of America, The U. S. Treasury Money Fund of America, U.S.
Government Securities Fund and Washington Mutual Investors Fund, Inc.  Capital
Research and Management Company also manages American Variable Insurance Series
and Anchor Pathway Fund, which serve as the underlying investment vehicle for
certain variable insurance contracts; and Endowments, whose  shareholders are
limited to (i) any entity exempt from taxation under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended ("501(c)(3) organization"); (ii) any
trust, the present or future beneficiary of which is a 501(c)(3) organization,
and (iii) any other entity formed for the primary purpose of benefiting a
501(c)(3) organization.  An affiliate of Capital Research and Management
Company, Capital International, Inc., manages Emerging Markets Growth Fund,
Inc.

/3/  Includes funds managed by Capital Research and Management Company and
affiliates.

/4/ Since the deferred compensation plan's adoption, the total amount of
deferred compensation accrued by the fund (plus earnings thereon) as of fiscal
year ended July 31, 1999 for participating Directors is as follows:  Robert A.
Fox ($259,212), Leonade D. Jones ($82,532), John G. McDonald ($149,715) and
Henry E. Riggs ($171,571).   Amounts deferred and accumulated earnings thereon
are not funded and are general unsecured liabilities of the fund until paid to
the Director.

/5/ Janet A. McKinley, James W. Ratzlaff and Walter P. Stern are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
fund.

                                    OFFICERS

<TABLE>
<CAPTION>
NAME AND ADDRESS           AGE     POSITION(S)        PRINCIPAL
                                   HELD WITH          OCCUPATION(S) DURING
                                   REGISTRANT         PAST 5 YEARS

<S>                        <C>     <C>                <C>
Walter P. Stern
(see above)

Janet A. McKinley
(see above)

Stephen E. Bepler          58      Senior Vice        Senior Vice President,
630 Fifth Avenue                   President          Capital Research
New York, NY 10111                                    Company

Abner D. Goldstine         69      Senior Vice        Senior Vice President
11100 Santa Monica                 President          and Director, Capital
Boulevard                                             Research and
Los Angeles, CA                                       Management Company
90025

Paul G. Haaga, Jr.         50      Senior Vice        Executive Vice
333 South Hope                     President          President and
Street                                                Director, Capital
Los Angeles, CA                                       Research and
90071                                                 Management Company;
                                                      Director, American
                                                      Funds Service Company;
                                                      Director, American
                                                      Funds Distributors,
                                                      Inc.

Dina N. Perry              54      Senior Vice        Senior Vice President,
3000 K Street, N.W.                President          Capital Research and
Washington, D.C.                                      Management Company
20007

Hilda L. Applbaum          38      Vice               Vice President,
P.O. Box 7650                      President          Capital Research
San Francisco, CA                                     Company
94120

David C. Barclay           43      Vice               Senior Vice President,
11100 Santa Monica                 President          Capital Research
Boulevard                                             Company
Los Angeles, CA
90025

Darcy B. Kopcho            45      Vice               Executive Vice
333 South Hope                     President          President and Research
Street                                                Director, Capital
Los Angeles, CA                                       Research Company
90071

John H. Smet               43      Vice               Director, Capital
11100 Santa Monica                 President          Research Company; Vice
Boulevard                                             President, Capital
Los Angeles, CA                                       Research and
90025                                                 Management Company

Patrick F. Quan            41      Secretary          Vice President - Fund
P.O. Box 7650                                         Business Management
San Francisco, CA                                     Group, Capital
94120                                                 Research and
                                                      Management Company

Anthony W. Hynes,          36      Treasurer          Vice President - Fund
Jr.                                                   Business Management
135 South State                                       Group, Capital
College Blvd.                                         Research and
Brea, CA 92821                                        Management Company

R. Marcia Gould            45      Assistant          Vice President - Fund
135 South State                    Treasurer          Business Management
College Boulevard                                     Group, Capital
Brea, CA 92821                                        Research and
                                                      Management Company

</TABLE>

No compensation is paid by a fund to any officer or director who is a director,
officer or employee of the Investment Adviser or affiliated companies.

The fund pays annual fees of $18,000 to Directors who are not affiliated with
the Investment Adviser, plus $1,000 for each Board of Directors meeting
attended, plus $500 for each meeting attended as a member of a committee of the
Board of Directors.  In lieu of meeting attendance fees, members of the Proxy
Committee receive an annual retainer fee of $4,000 per annum from the fund if
they serve as a member of four proxy committees, or $5,500 if they serve as a
member of two proxy committees, meeting jointly.  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.
As of  July 31, 1999 the officers and Directors of the fund and their families,
as a group, owned beneficially or of record less than 1% of the outstanding
shares of the fund.

                                   MANAGEMENT

INVESTMENT ADVISER -  The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad (Los Angeles, San Francisco, New
York, Washington, D.C., London, Geneva, Hong Kong, Singapore and Tokyo), with a
staff of professionals, many of whom have a number of years of investment
experience.  The Investment Adviser is located at 333 South Hope Street, Los
Angeles, CA  90071, and at 135 South State College Boulevard, Brea, CA 92821.
The Investment Adviser's research professionals travel several million miles a
year, making more than 5,000 research visits in more than 50 countries around
the world.  The Investment Adviser believes that it is able to attract and
retain quality personnel.  The Investment Adviser is a wholly owned subsidiary
of The Capital Group Companies, Inc.

An affiliate of the Investment Adviser compiles indices for major stock markets
around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.

The Investment Adviser is responsible for managing more than $200 billion of
stocks, bonds and money market instruments and serves over eight million
investors of all types throughout the world.  These investors include privately
owned businesses and large corporations as well as schools, colleges,
foundations and other non-profit and tax-exempt organizations.

INVESTMENT ADVISORY AND SERVICE AGREEMENT - The Investment Advisory and Service
Agreement (the "Agreement") between the fund and the Investment Adviser will
continue in effect until December 31, 1999, unless sooner terminated, and may
be renewed from year to year thereafter, provided that any such renewal has
been specifically approved at least annually by (i) the Board of Directors, or
by the vote of a majority (as defined in the 1940 Act) of the outstanding
voting securities of the fund, and (ii) the vote of a majority of Directors who
are not parties to the Agreement or interested persons (as defined in the 1940
Act) of any such party, cast in person at a meeting called for the purpose of
voting on such approval.  The Agreement provides that the Investment Adviser
has no liability to the fund for its acts or omissions in the performance of
its obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement.  The
Agreement also provides that either party has the right to terminate it,
without penalty, upon 60 days' written notice to the other party and that the
Agreement automatically terminates in the event of its assignment (as defined
in the 1940 Act).

The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform the executive, administrative, clerical and bookkeeping functions of
the fund, and provides suitable office space, necessary small office equipment
and utilities, general purpose accounting forms, supplies, and postage used at
the offices of the fund.  The fund pays all expenses not assumed by the
Investment Adviser, including, but not limited to, custodian, stock transfer
and dividend disbursing fees and expenses; costs of the designing, printing and
mailing of reports, prospectuses, proxy statements, and notices to its
shareholders; taxes; expenses of the issuance and redemption of shares of the
fund (including stock certificates, registration and qualification fees and
expenses); expenses pursuant to the fund's Plan of Distribution (described
below); legal and auditing expenses; compensation, fees, and expenses paid to
directors unaffiliated with the Investment Adviser; association dues; costs of
stationery and forms prepared exclusively for the fund; and costs of assembling
and storing shareholder account data.

The management fee is based upon the net assets of the fund and monthly gross
investment income.  Gross investment income means gross income, computed
without taking account of gains or losses from sales of capital assets, but
including original issue discount as defined for federal income tax purposes.
The Internal Revenue Code in general defines original issue discount to mean
the difference between the issue price and the stated redemption price at
maturity of certain debt obligations.  The holder of such indebtedness is in
general required to treat as ordinary income the proportionate part of the
original issue discount attributable to the period during which the holder held
the indebtedness.

The management fee is based upon the annual rates of 0.25% on the first $500
million of the fund's net assets, 0.23% on net assets in excess of $500 million
but not exceeding $1 billion, 0.21% on net assets in excess of $1 billion but
not exceeding $1.5 billion, 0.19% on net assets in excess of $1.5 billion but
not exceeding $2.5 billion, 0.17% on net assets in excess of $2.5 billion but
not exceeding $4 billion, 0.16% on net assets in excess of $4 billion but not
exceeding $6.5 billion, 0.15% on net assets in excess of $6.5 billion but not
exceeding $10.5 billion, 0.145% on net assets in excess of $10.5 billion but
not exceeding $17 billion, 0.14% on net assets in excess of $17 billion but not
exceeding $27.5 billion, and 0.135% on net assets in excess of $27.5 billion,
plus 2.25% of the fund's gross investment income for the preceding month.
Assuming net assets of $23 billion and gross investment income levels of 3%,
4%, 5%, 6%, 7% and 8%, management fees would be 0.22%, 0.24%, 0.27%, 0.28%,
0.31% and 0.34% of net assets, respectively.  In connection with the approval
of the Agreement by the fund's Board of  Directors, the Investment Adviser has
agreed to waive any fees to the extent they would exceed those payable under
the rate structure contained in its previous agreement.  The fee structure
referenced above is lower than that in the previous agreement except in the
event that the fund's net assets were to fall below $8 billion when fees are
equal to, or higher than, that in the previous agreement.

The Agreement provides for a management fee reduction to the extent that the
fund's annual ordinary operating expenses exceed 1-1/2% of the first $30
million of the net assets of the fund and 1% of the net assets in excess
thereof.  Expenses which are not subject to this limitation are interest,
taxes, and extraordinary expenses.  Expenditures, including costs incurred in
connection with the purchase or sale of portfolio securities, which are
capitalized in accordance with generally accepted accounting principles
applicable to investment companies, are accounted for as capital items and not
as expenses.

For the fiscal year ended July 31, 1999, the Investment Adviser received
$35,197,000 for the basic management fee (based on a percentage of the net
assets of the fund as expressed above) plus $28,192,000 (based on a percentage
of the fund's gross income as expressed above), for a total fee of $63,389,000.
For the fiscal years ended July 31, 1998 and 1997, management fees paid by the
fund amounted to $57,649,000 and $47,820,000, respectively.

PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the principal underwriter of the fund's shares.  The Principal
Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071, 135
South State College Boulevard, Brea, CA 92821, 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.  The fund has adopted a Plan of
Distribution (the Plan), pursuant to rule 12b-1 under the 1940 Act.  The
Principal Underwriter receives amounts payable pursuant to the Plan (see below)
and commissions consisting of that portion of the sales charge remaining after
the discounts which it allows to investment dealers.  Commissions retained by
the Principal Underwriter on sales of fund shares during the fiscal year ended
July 31, 1999 amounted to $12,692,000 after allowance of $60,189,000 to
dealers.  During the fiscal years ended 1998 and 1997 the Principal Underwriter
retained $17,111,000 and $10,140,000, respectively after an allowance of
$82,972,000 and $49,612,000 to dealers, respectively.

As required by rule 12b-1 and the 1940 Act, 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 net assets annually to
finance any activity which is primarily intended to result in the sale of fund
shares, provided the fund's Board of Directors has approved the category of
expenses for which payment is being made.  These include service fees for
qualified dealers and dealer commissions and wholesaler compensation on sales
of shares exceeding $1 million (including purchases by any employer-sponsored
403(b) plan, any defined contribution plan qualified under Section 401(a) of
the Internal Revenue Code including a "401(k)" plan with 100 or more eligible
employees or a community foundation).

Commissions on sales of shares exceeding $1 million (including purchases by any
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the Internal Revenue Code, including any
"401(k)" plan with 100 or more eligible employees) in excess of the Plan
limitation not reimbursed during the most recent fiscal quarter are recoverable
for five quarters, provided that such commissions do not exceed the annual
expense limit.  After five quarters, commissions are not recoverable.  During
the fiscal year ended July 31, 1999, the fund paid or accrued $52,738,000 for
compensation to dealers under the Plan.

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 or 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
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 TAXES

DIVIDENDS - The fund intends to follow the practice of distributing
substantially all of its investment company taxable income which includes any
excess of net realized short-term gains over net realized long-term capital
losses.  The fund may follow the practice of distributing the entire excess of
net realized long-term capital gains over net realized short-term capital
losses.  However, the fund may retain all or part of such gain for
reinvestment, after paying the related federal taxes for which shareholders may
then be able to claim a credit against their federal tax liability.  If the
fund does not distribute the amount of capital gain and/or net investment
income required to be distributed by an excise tax provision of the Code, the
fund may be subject to that excise tax.  In certain circumstances, the fund may
determine that it is in the interest of shareholders to distribute less than
the required amount.  In this case, the fund will pay any income or excise
taxes due.

The fund intends to distribute its investment company taxable income, including
any net short-term capital gains in excess of net long-term capital losses, and
any net capital gains realized during each fiscal year.  Additional
distributions may be made, if necessary.

Dividends will be reinvested in shares of the fund unless shareholders indicate
in writing that they wish to receive them in cash or in shares of other
American Funds, as provided in the prospectus.

TAXES - The fund intends to elect to be treated as a regulated investment
company under Subchapter M of the Code.  A regulated investment company
qualifying under Subchapter M of the Code is required to distribute to its
shareholders at least 90% of its investment company taxable income (including
the excess of net short-term capital gain over net long-term capital losses)
and generally is not subject to federal income tax to the extent that it
distributes annually its investment company taxable income and net realized
capital gains in the manner required under the Code.  The fund intends to
distribute annually all of its investment company taxable income and net
realized capital gains and therefore does not expect to pay federal income tax,
although in certain circumstances the fund may determine that it is in the
interest of shareholders to distribute less than that amount.

The fund will be subject to a 4% nondeductible excise tax on amounts required
to be but not distributed under a prescribed formula.  The formula requires the
fund to distribute to shareholders for a calendar year an amount equal to at
least 98% of the fund's ordinary income for that calendar year, at least 98% of
the excess of its capital gains over capital losses realized during the
one-year period ending October 31 during such year, and all ordinary income and
capital gains for prior years that were not previously distributed.

Investment company taxable income generally includes dividends, interest, net
short-term capital gains in excess of net long-term capital losses, and certain
foreign currency gains, if any, less expenses and certain foreign currency
losses, if any.  Net capital gains for a fiscal year are computed by taking
into account any capital loss carry-forward of the fund.

If any net long-term capital gains in excess of net short-term capital losses
are retained by a fund for reinvestment, requiring federal income taxes to be
paid thereon by the fund, the fund intends to elect to treat such capital gains
as having been distributed to shareholders.  As a result, each shareholder will
report such capital gains as long-term capital gains taxable to individual
shareholders at a maximum 20%  capital gains rate, will be able to claim a pro
rata share of federal income taxes paid by the fund on such gains as a credit
against personal federal income tax liability, and will be entitled to increase
the adjusted tax basis on fund shares by the difference between a pro rata
share of the retained gains and their related tax credit.

Distributions of investment company taxable income are taxable to shareholders
as ordinary income.

Distributions of the excess of net long-term capital gains over net short-term
capital losses which the fund properly designates as "capital gain dividends"
generally will be taxable to individual shareholders at a maximum 20% capital
gains rate, regardless of the length of time the shares of the fund have been
held by such shareholders.  Such distributions are not eligible for the
dividends-received deduction.  Any loss realized upon the redemption of shares
held at the time of redemption for six months or less from the date of their
purchase will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long-term capital gain during such
six-month period.

Distributions of investment company taxable income and net realized capital
gains to individual shareholders will be taxable as described above, whether
received in shares or in cash.  Shareholders electing to receive distributions
in the form of additional shares will have a cost basis for federal income tax
purposes in each share so received equal to the net asset value of a share on
the reinvestment date.

All distributions of investment company taxable income and net realized capital
gain, whether received in shares or in cash, must be reported by each
shareholder subject to tax on his or her federal income tax return.  Dividends
and capital gains distributions declared in October, November or December and
payable to shareholders of record in such a month will be deemed to have been
received by shareholders on December 31 if paid during January of the following
year.  Redemptions of shares, including exchanges for shares of another
American Fund, may result in tax consequences (gain or loss) to the shareholder
and must also be reported on the shareholder's  federal income tax return.

Dividends from domestic corporations are expected to comprise some portion of
the fund's gross income.  To the extent that such dividends constitute any of
the fund's gross income, a portion of the income distributions of the fund will
be eligible for the deduction for dividends received by corporations.
Shareholders will be informed of the portion of dividends which so qualify.
The dividends-received deduction is reduced to the extent that either the fund
shares, or the underlying shares of stock held by the fund, with respect to
which dividends are received, are treated as debt-financed under federal income
tax law and is eliminated if the shares are deemed to have been held by the
shareholder or the fund, as the case may be, for less than 46 days.

Distributions by the fund result in a reduction in the net asset value of the
fund's shares.  Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to
the shareholder as ordinary income or capital gain as described above, even
though, from an investment standpoint, it may constitute a partial return of
investment capital. For this reason, investors should consider the tax
implications of buying shares just prior to a distribution.  The price of
shares purchased at that time includes the amount of the forthcoming
distribution.  Those purchasing just prior to a distribution will then receive
a partial return of investment capital upon the distribution, which will
nevertheless be taxable to them.

A portion of the difference between the issue price of zero coupon securities
and their face value ("original issue discount") is considered to be income to
the fund each year, even though the fund will not receive cash interest
payments from these securities.  This original issue discount (imputed income)
will comprise a part of the investment company taxable income of the fund which
must be distributed to shareholders in order to maintain the qualification of
the fund as a regulated investment company and to avoid federal income tax at
the level of the fund.  Shareholders will be subject to income tax on such
original issue discount, whether or not they elect to receive their
distributions in cash.

The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders.  Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of the shares of a regulated
investment company may be subject to withholding of federal income tax at the
rate of 31% in the case of non-exempt U.S. shareholders who fail to furnish the
investment company with their taxpayer identification numbers and with required
certifications regarding their status under the federal income tax law.
Withholding may also be required if the fund is notified by the IRS or a broker
that the taxpayer identification number furnished by the shareholder is
incorrect or that the shareholder has previously failed to report interest or
dividend income.  If the withholding provisions are applicable, any such
distributions and proceeds, whether taken in cash or reinvested in additional
shares, will be reduced by the amounts required to be withheld.

Shareholders of the fund may be subject to state and local taxes on
distributions received from the fund and on redemptions of the fund's shares.

Each distribution is accompanied by a brief explanation of the form and
character of the distribution.  In January of each year fund shareholders will
receive a statement of the federal income tax status of all distributions.

The foregoing discussion of U.S. federal income tax law relates solely to the
application of that law to U.S. persons, I.E., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates.  Each shareholder who is
not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of shares of the fund, including the possibility that such a
shareholder may be subject to a U.S. withholding tax at a rate of 30% (or at a
lower rate under an applicable income tax treaty) on dividend income received
by him or her.

Shareholders should consult their tax advisers about the application of the
provisions of tax law described in this statement of additional information in
light of their particular tax situations.

                              PURCHASE OF SHARES

<TABLE>
<CAPTION>
METHOD                  INITIAL INVESTMENT                       ADDITIONAL INVESTMENTS

<S>                     <C>                                      <C>
                        See "Investment Minimums and Fund        $50 minimum (except where a lower
                        Numbers" for initial                     minimum is noted under "Investment
                        investment minimums.                     Minimums and Fund Numbers").

By contacting           Visit any investment dealer who          Mail directly to your investment
your investment         is registered in the state where         dealer's address printed on your
dealer                  the purchase is made and who has         account statement.
                        a sales agreement with American
                        Funds Distributors.

By mail                 Make your check payable to the           Fill out the account additions
                        fund and mail to the address             form at the bottom of a recent
                        indicated on the account                 account statement, make your check
                        application.  Please indicate an         payable to the fund, write your
                        investment dealer on the account         account number on your check, and
                        application.                             mail the check and form in the
                                                                 envelope provided with your
                                                                 account statement.

By telephone            Please contact your investment           Complete the "Investments by
                        dealer to open account, then             Phone" section on the account
                        follow the procedures for                application or American FundsLink
                        additional investments.                  Authorization Form.  Once you
                                                                 establish the privilege, you, your
                                                                 financial advisor or any person
                                                                 with your account information can
                                                                 call American FundsLine(r) and
                                                                 make investments by telephone
                                                                 (subject to conditions noted in
                                                                 "Shareholder Account Services and
                                                                 Privileges - Telephone and
                                                                 Computer Purchases, Redemptions
                                                                 and Exchanges" below).

By computer             Please contact your investment           Complete the American FundsLink
                        dealer to open account, then             Authorization Form.  Once you
                        follow the procedures for                established the privilege, you,
                        additional investments.                  your financial advisor or any
                                                                 person with your account
                                                                 information may access American
                                                                 FundsLine OnLine(sm) on the
                                                                 Internet and make investments by
                                                                 computer (subject to conditions
                                                                 noted in "Shareholder Account
                                                                 Services and Privileges -
                                                                 Telephone and Computer Purchases,
                                                                 Redemptions and Exchanges" below).

By wire                 Call 800/421-0180 to obtain your         Your bank should wire your
                        account number(s), if necessary.         additional investments in the same
                        Please indicate an investment            manner as described under "Initial
                        dealer on the account.  Instruct         Investment."
                        your bank to wire funds to:
                        Wells Fargo Bank
                        155 Fifth Street, Sixth Floor
                        San Francisco, CA 94106
                        (ABA #121000248)
                        For credit to the account of:
                        American Funds Service
                        Company a/c #4600-076178
                        (fund name)
                        (your fund acct. no.)

THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE
ORDER.

</TABLE>

INVESTMENT MINIMUMS AND FUND NUMBERS - Here are the minimum initial investments
required by the funds in The American Funds Group along with fund numbers for
use with our automated phone line, American FundsLine(r) (see description
below):

<TABLE>
<CAPTION>
FUND                                         MINIMUM                 FUND
                                             INITIAL                 NUMBER
                                             INVESTMENT

<S>                                          <C>                     <C>
STOCK AND STOCK/BOND FUNDS

AMCAP Fund(r)                                $1,000                  02

American Balanced Fund(r)                    500                     11

American Mutual Fund(r)                      250                     03

Capital Income Builder(r)                    1,000                   12

Capital World Growth and Income              1,000                   33
Fund(sm)

EuroPacific Growth Fund(r)                   250                     16

Fundamental Investors(sm)                    250                     10

The Growth Fund of America(r)                1,000                   05

The Income Fund of America(r)                1,000                   06

The Investment Company of America(r)         250                     04

The New Economy Fund(r)                      1,000                   14

New Perspective Fund(r)                      250                     07

New World Fund(sm)                           1,000                   36

SMALLCAP World Fund(r)                       1,000                   35

Washington Mutual Investors Fund(sm)         250                     01

BOND FUNDS

American High-Income Municipal Bond          1,000                   40
Fund(r)

American High-Income Trust(sm)               1,000                   21

The Bond Fund of America(sm)                 1,000                   08

Capital World Bond Fund(r)                   1,000                   31

Intermediate Bond Fund of America(sm)        1,000                   23

Limited Term Tax-Exempt Bond Fund of         1,000                   43
America(sm)

The Tax-Exempt Bond Fund of America(r)       1,000                   19

The Tax-Exempt Fund of California(r)*        1,000                   20

The Tax-Exempt Fund of Maryland(r)*          1,000                   24

The Tax-Exempt Fund of Virginia(r)*          1,000                   25

U.S. Government Securities Fund(sm)          1,000                   22

MONEY MARKET FUNDS

The Cash Management Trust of                 2,500                   09
America(r)

The Tax-Exempt Money Fund of                 2,500                   39
America(sm)

The U.S. Treasury Money Fund of              2,500                   49
America(sm)

___________
*Available only in certain states.

</TABLE>


For retirement plan investments, the minimum is $250, except that the money
market funds have a minimum of $1,000 for 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.)

<TABLE>
<CAPTION>
AMOUNT OF PURCHASE               SALES CHARGE AS                   DEALER
AT THE OFFERING PRICE            PERCENTAGE OF THE:                   CONCESSION
                                                                  AS PERCENTAGE
                                                                  OF THE
                                                                  OFFERING
                                                                  PRICE

                                 NET AMOUNT       OFFERING
                                 INVESTED         PRICE

<S>                              <C>              <C>             <C>
STOCK AND STOCK/BOND FUNDS

Less than $50,000                6.10%            5.75%           5.00%

$50,000 but less than            4.71             4.50            3.75
$100,000

BOND FUNDS

Less than $25,000                4.99             4.75            4.00

$25,000 but less than            4.71             4.50            3.75
$50,000

$50,000 but less than            4.17             4.00            3.25
$100,000

STOCK, STOCK/BOND, AND
BOND FUNDS

$100,000 but less than           3.63             3.50            2.75
$250,000

$250,000 but less than           2.56             2.50            2.00
$500,000

$500,000 but less than           2.04             2.00            1.60
$1,000,000

$1,000,000 or more               none             none            (see below)

</TABLE>

PURCHASES NOT SUBJECT TO SALES CHARGES - Investments of $1 million or more 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-type plans investing $1 million or
more, or with 100 or more eligible employees, may invest with no sales charge
and are not subject to a contingent deferred sales charge.  Investments made by
retirement plans, endowments or foundations with $50 million or more in assets
may also be made with no sales charge and are not subject to a contingent
deferred sale charge.  A dealer concession of up to 1% may be paid by the fund
under its Plan of Distribution on investments made with no initial sales
charge.

In addition the stock, stock/bond and bond funds may sell shares at net asset
value to:

(1) current or retired directors, trustees, officers and advisory board members
of the funds managed by Capital Research and Management Company, employees of
Washington Management Corporation, employees and partners of The Capital Group
Companies, Inc. and its affiliated companies, certain family members of the
above persons, and trusts or plans primarily for such persons;

(2) current registered representatives, retired registered representatives with
respect to accounts established while active, or full-time employees (and their
spouses, parents, and children) of dealers who have sales agreements with the
Principal Underwriter (or who clear transactions through such dealers) and
plans for such persons or the dealers;

(3) companies exchanging securities with the fund through a merger, acquisition
or exchange offer;

(4) trustees or other fiduciaries purchasing shares for certain retirement
plans of organizations with retirement plan assets of $50 million or more;

(5) insurance company separate accounts;

(6) accounts managed by subsidiaries of The Capital Group Companies, Inc.; and

(7) The Capital Group Companies, Inc., its affiliated companies and Washington
Management Corporation. Shares are offered at net asset value to these persons
and organizations due to anticipated economies in sales effort and expense.

DEALER COMMISSIONS - Commissions of up to 1% will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 100 or more eligible employees, and for purchases  made at
net asset value by certain retirement plans of organizations with collective
retirement plan assets of $50 million or more: 1.00% on amounts of $1 million
to $4 million, 0.50% on amounts over $4 million to $10 million, and 0.25% on
amounts over $10 million.

OTHER COMPENSATION TO DEALERS -  The Principal Underwriter, at its expense
(from a designated percentage of its income), currently provides additional
compensation to dealers. Currently these payments are limited to the top 100
dealers who have sold shares of the fund or other funds in The American Funds
Group.  These payments will be based principally on a pro rata share of a
qualifying dealer's sales. The Principal Underwriter will, on an annual basis,
determine the advisability of continuing these payments.

Qualified dealers currently are paid a continuing service fee not to exceed
0.25% of average net assets (0.15% in the case of the money market funds)
annually in order to promote selling efforts and to compensate them for
providing certain services.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.

REDUCING YOUR SALES CHARGE - You and your immediate family may combine
investments to reduce your costs.  You must let your investment dealer or
American Funds Service Company (the "Transfer Agent") know if you qualify for a
reduction in your sales charge using one or any combination of the methods
described below.

STATEMENT OF INTENTION - You may enter into a non-binding commitment to
purchase shares of a fund(s) over a over a 13-month period and receive the same
sales charge as if all shares had been purchased at once.  This includes
purchases made during the previous 90 days, but does not include appreciation
of your investment or reinvested distributions.  The reduced sales charges and
offering prices set forth in the Prospectus apply to purchases of $50,000 or
more made within a 13-month period subject to the following statement of
intention (the "Statement").  The Statement is not a binding obligation to
purchase the indicated amount.  When a shareholder elects to utilize a
Statement in order to qualify for a reduced sales charge, shares equal to 5% of
the dollar amount specified in the Statement will be held in escrow in the
shareholder's account out of the initial purchase (or subsequent purchases, if
necessary) by the Transfer Agent.  All dividends and any capital gain
distributions on shares held in escrow will be credited to the shareholder's
account in shares (or paid in cash, if requested).  If the intended investment
is not completed within the specified 13-month period, the purchaser will remit
to the Principal Underwriter the difference between the sales charge actually
paid and the sales charge which would have been paid if the total of such
purchases had been made at a single time.  If the difference is not paid by the
close of the period, the appropriate number of shares held in escrow will be
redeemed to pay such difference.  If the proceeds from this redemption are
inadequate, the purchaser will be liable to the Principal Underwriter for the
balance still outstanding.  The Statement may be revised upward at any time
during the 13-month period, and such a revision will be treated as a new
Statement, except that the 13-month period during which the purchase must be
made will remain unchanged.  Existing holdings eligible for rights of
accumulation (see the account application) and any individual investments in
American Legacy products (American Legacy, American Legacy II and American
Legacy III variable annuities, American Legacy Life, American Legacy Variable
Life, and American Legacy Estate Builder) may be credited toward satisfying the
Statement.  During the Statement period reinvested dividends and capital gain
distributions, investments in money market funds, and investments made under a
right of reinstatement will not be credited toward satisfying the Statement.

When the trustees of certain retirement plans purchase shares by payroll
deduction, the sales charge for the investments made during the 13-month period
will be handled as follows:  The regular monthly payroll deduction investment
will be multiplied by 13 and then multiplied by 1.5.  The current value of
existing American Funds investments (other than money market fund investments)
and any rollovers or transfers reasonably anticipated to be invested in
non-money market American Funds during the 13-month period, and any individual
investments in American Legacy products are added to the figure determined
above.  The sum is the Statement amount and applicable breakpoint level.  On
the first investment and all other investments made pursuant to the Statement,
a sales charge will be assessed according to the sales charge breakpoint thus
determined.

Shareholders purchasing shares at a reduced sales charge under a Statement
indicate their acceptance of these terms with their first purchase.

AGGREGATION - Sales charge discounts are available for certain aggregated
investments.  Qualifying investments include those by you, your spouse and your
children under the age of 21, if all parties are purchasing shares for their
own accounts and/or:

- - employee benefit plan(s), such as an IRA, individual-type 403(b) plan, or
single-participant Keogh-type plan;

- - business accounts solely controlled by these individuals (for example, the
individuals own the entire business);

- - 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.

Individual purchases by a trustee(s) or other fiduciary(ies) may also be
aggregated if the investments are:

- - for a single trust estate or fiduciary account, including an employee benefit
plan other than those described above;

- - made for two or more employee benefit plans of a single employer or of
affiliated employers as defined in the 1940 Act, again excluding employee
benefit plans described above; or

- - for a diversified common trust fund or other diversified pooled account not
specifically formed for the purpose of accumulating fund shares.

Purchases made for nominee or street name accounts (securities held in the name
of an investment dealer or another nominee such as a bank trust department
instead of the customer) may not be aggregated with those made for other
accounts and may not be aggregated with other nominee or street name accounts
unless otherwise qualified as described above.

CONCURRENT PURCHASES - You may combine purchases of two or more funds in The
American Funds Group, except direct purchases of the money market funds.
Shares of money market funds purchased through an exchange, reinvestment or
cross-reinvestment from a fund having a sales charge do qualify.

RIGHTS OF ACCUMULATION - You may take into account the current value of your
existing holdings in The American Funds Group, as well as your holdings in
Endowments (shares of which may be owned only by tax-exempt organizations), to
determine your sales charge on investments in accounts eligible to be
aggregated, or when making a gift to an individual or charity.  When
determining your sales charge, you may also take into account the value of your
individual holdings, as of the end of the week prior to your investment, in
various American Legacy products (American Legacy, American Legacy II and
American Legacy III variable annuities, American Legacy Life, American Legacy
Variable Life, and American Legacy Estate Builder).  Direct purchases of the
money market funds are excluded.  Direct purchases of the money market funds
are excluded.

PRICE OF SHARES - Shares are purchased at the offering price next determined
after the purchase order is received and accepted by the fund or the Transfer
Agent; this offering price is effective for orders received prior to the time
of determination of the net asset value and, in the case of orders placed with
dealers, accepted by the Principal Underwriter prior to its close of business.
In the case of orders sent directly to the fund or the Transfer Agent, an
investment dealer MUST be indicated.  The dealer is responsible for promptly
transmitting purchase orders to the Principal Underwriter.  Orders received by
the investment dealer, the Transfer Agent, or the fund after the time of the
determination of the net asset value will be entered at the next calculated
offering price.  Prices which appear in the newspaper are not always indicative
of prices at which you will be purchasing and redeeming shares of the fund,
since such prices generally reflect the previous day's closing price whereas
purchases and redemptions are made at the next calculated price.

The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York time) each day the New York Stock Exchange is
open.  For example, if the Exchange closes at 1:00 p.m. on one day and at 4:00
p.m. on the next, the fund's share price would be determined as of 4:00 p.m.
New York time on both days.  The New York Stock Exchange is currently closed on
weekends and on the following holidays:  New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas Day.

All portfolio securities of funds managed by Capital Research and Management
Company (other than money market funds) are valued, and the net asset value per
share is determined as follows:

1. Equity securities, including depositary receipts, are valued at the last
reported sale price on the exchange or market on which such securities are
traded, as of the close of business on the day the securities are being valued
or, lacking any sales, at the last available bid price.  In cases where equity
securities are traded on more than one exchange, the securities are valued on
the exchange or market determined by the Investment Adviser to be the broadest
and most representative market, which may be either a securities exchange or
the over-the-counter market.  Fixed-income securities are valued at prices
obtained from a pricing service, when such prices are available; however, in
circumstances where the Investment Adviser deems it appropriate to do so, such
securities will be valued at the mean quoted bid and asked prices or at prices
for securities of comparable maturity, quality and type.

Short-term securities maturing within 60 days are valued at amoritzed cost
which approximates market value.

Assets or liabilities initially expressed in terms of non-U.S. currencies are
translated prior to the next determination of the net asset value of the fund's
shares into U.S. dollars at the prevailing market rates.

Securities and assets for which representative market quotations are not
readily available are valued at fair value as determined in good faith under
policies approved by the fund's Board.  The fair value of all other assets is
added to the value of securities to arrive at the total assets;

2. Liabilities, including accruals of taxes and other expense items, are
deducted from total assets; and

3. Net assets so obtained are then divided by the total number of shares
outstanding, and the result, rounded to the nearer cent, is the net asset value
per share

Any purchase order may be rejected by the Principal Underwriter or by the fund.
The Principal Underwriter will not knowingly sell shares of the fund directly
or indirectly to any person or entity, where, after the sale, such person or
entity would own beneficially directly or indirectly more than 4.5% of the
outstanding shares of the fund without the consent of a majority of the fund's
Board of Directors.

                                 SELLING SHARES

Shares are sold at the net asset value next determined after your request is
received in good order by the Transfer Agent.  You may sell (redeem) shares in
your account in any of the following ways:

THROUGH YOUR DEALER (certain charges may apply)

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

WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

- -  A signature guarantee is required if the redemption is:
   - Over $50,000;
   - Made payable to someone other than the registered shareholder(s); or
- - Sent to an address other than the address of record, or an address of record
which has been changed within the last 10 days.

Your signature may be guaranteed by a domestic stock exchange or the National
Association of Securities Dealers, Inc., bank, savings association or credit
union that is an eligible guarantor institution.

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

- -  You must include any shares you wish to sell that are in certificate form.

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

- -  Redemptions by telephone or fax (including American FundsLine(r) and
American FundsLine OnLine(r)) are limited to $50,000 per shareholder each day.
   - Checks must be made payable to the registered shareholder(s).
   - Checks must be mailed to an address of record that has been used with the
account for at least 10 days.

MONEY MARKET FUNDS

- - You may have redemptions of $1,000 or more wired to your bank by writing
American Funds Service Company.

- - You may establish check writing privileges (use the money market funds
application).

- - If you request check writing privileges, you will be provided with checks
that you may use to draw against your account.  These checks may be made
payable to anyone you designate and must be signed by the authorized number or
registered shareholders exactly as indicated on your checking account signature
card.

Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 15
calendar days from the purchase date).  Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the 1940 Act), sale proceeds will be paid on or before the
seventh day following receipt and acceptance of an order.  Interest will not
accrue or be paid on amounts that represent uncashed distribution or redemption
checks.

You may reinvest proceeds from a redemption or a dividend or capital gain
distribution without a sales charge (any contingent deferred sales charge paid
will be credited to your account) in any fund in The American Funds Group
within 90 days after the date of the redemption or distribution.  Redemption
proceeds of shares representing direct purchases in the money market funds are
excluded.  Proceeds will be reinvested at the next calculated net asset value
after your request is received and accepted by the Transfer Agent.

CONTINGENT DEFERRED SALES CHARGE - A contingent deferred sales charge of 1%
applies to certain redemptions from funds other than the money market funds
made within twelve months of purchase on investments of $1 million or more
(other than redemptions by employer-sponsored retirement plans).  The charge is
1% of the lesser of the value of the shares redeemed (exclusive of reinvested
dividends and capital gain distributions) or the total cost of such shares.
Shares held for the longest period are assumed to be redeemed first for
purposes of calculating this charge.  The charge is waived for exchanges
(except if shares acquired by exchange were then redeemed within 12 months of
the initial purchase); for distributions from 403(b) plans or IRAs due to
death, disability or attainment of age 591/2; for tax-free returns of excess
contributions to IRAs; and for redemptions through certain automatic
withdrawals not exceeding 10% of the amount that would otherwise be subject to
the charge.

                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

AUTOMATIC INVESTMENT PLAN - An automatic investment plan enables you to make
monthly or quarterly investments into the American Funds through automatic
debits from your bank account.  To set up a plan you must fill out an account
application and specify the amount you would like to invest ($50 minimum) and
the date on which you would like your investments to occur.  The plan will
begin within 30 days after your account application is received.  Your bank
account will be debited on the day or a few days before your investment is
made, depending on the bank's capabilities.  The Transfer Agent will then
invest your money into the fund you specified on or around the date you
specified.  If your bank account cannot be debited due to insufficient funds, a
stop-payment or the closing of the account, the plan may be terminated and the
related investment reversed.  You may change the amount of the investment or
discontinue the plan at any time by writing to the Transfer Agent.

AUTOMATIC REINVESTMENT - Dividends and capital gain distributions are
reinvested in additional shares at no sales charge unless you indicate
otherwise on the account application.  You also may elect to have dividends
and/or capital gain distributions paid in cash by informing the fund, the
Transfer Agent or your investment dealer.

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash, and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, or the shareholder does
not respond to mailings from American Funds Service Company with regard to
uncashed distribution checks, the shareholder's distribution option will
automatically be converted to having all dividends and other distributions
reinvested in additional shares.

CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - You may cross-reinvest
dividends and capital gains ("distributions") into any other fund in The
American Funds Group at net asset value, subject to the following conditions:

 (a) The aggregate value of your account(s) in the fund(s) paying distributions
equals or exceeds $5,000 (this is waived if the value of the account in the
fund receiving the distributions equals or exceeds that fund's minimum initial
investment requirement),

(b) If the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, distributions must be automatically
reinvested,

(c) If you discontinue the cross-reinvestment of distributions, the value of
the account of the fund receiving distribution must equal or exceed the minimum
initial investment requirement.  If you do not meet this requirement within 90
days of notification, the fund has the right to automatically redeem the
account.

EXCHANGE PRIVILEGE - You may exchange shares into other funds in The American
Funds Group. Exchange purchases are subject to the minimum investment
requirements of the fund purchased and no sales charge generally applies.
However, exchanges of shares from the money market funds are subject to
applicable sales charges on the fund being purchased, unless the money market
fund shares were acquired by an exchange from a fund having a sales charge, or
by reinvestment or cross-reinvestment of dividends or capital gain
distributions.

You may exchange shares by writing to the Transfer Agent (see "Redeeming
Shares"), by contacting your investment dealer, by using American FundsLine and
American FundsLine OnLine (see "American FundsLine and American FundsLine
OnLine" below), or by telephoning 800/421-0180 toll-free, faxing (see
"Principal Underwriter and Transfer Agent"  in the prospectus for the
appropriate fax numbers) or telegraphing the Transfer Agent.  (See "Telephone
and Computer Purchases, Redemptions and Exchanges" below.)  Shares held in
corporate-type retirement plans for which Capital Guardian Trust Company serves
as trustee may not be exchanged by telephone, computer, fax or telegraph.
Exchange redemptions and purchases are processed simultaneously at the share
prices next determined after the exchange order is received. (See "Purchase of
Shares--Price of Shares.")  THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES
AS ORDINARY SALES AND PURCHASES.

AUTOMATIC EXCHANGES - You may automatically exchange shares in amounts of $50
or more among any of the funds in The American Funds Group on any day (or
preceding business day if the day falls on a non-business day of each month you
designate.  You must either (a) meet the minimum initial investment requirement
for the receiving fund OR (b) the originating fund's balance must be at least
$5,000 and the receiving fund's minimum must be met within one year.

AUTOMATIC WITHDRAWALS - Withdrawal payments are not to be considered as
dividends, yield or income.  Automatic investments may not be made into a
shareholder account from which there are automatic withdrawals.  Withdrawals of
amounts exceeding reinvested dividends and distributions and increases in share
value would reduce the aggregate value of the shareholder's account.  The
Transfer Agent arranges for the redemption by the fund of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.

ACCOUNT STATEMENTS - Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments will be reflected on regular confirmation statements from the
Transfer Agent.  Dividend and capital gain reinvestments and purchases through
automatic investment plans and certain retirement plans will be confirmed at
least quarterly.

AMERICAN FUNDSLINE AND AMERICAN FUNDSLINE ONLINE -  You may check your share
balance, the price of your shares, or your most recent account transaction,
redeem shares (up to $50,000 per shareholder each day), or exchange shares
around the clock with American FundsLine and American FundsLine OnLine. To use
these services, call 800/325-3590 from a TouchTonet telephone or access the
American Funds Web site on the Internet at www.americanfunds.com.  Redemptions
and exchanges through American FundsLine and American FundsLine OnLine are
subject to the conditions noted above and in "Shareholder Account Services and
Privileges - Telephone and Computer Purchases, Redemptions and Exchanges"
below. You will need your fund number (see the list of funds in The American
Funds Group under "Purchase of Shares - Investment Minimums and Fund Numbers"),
personal identification number (the last four digits of your Social Security
number or other tax identification number associated with your account) and
account number.

TELEPHONE AND COMPUTER PURCHASES, REDEMPTIONS AND EXCHANGES - By using the
telephone (including American FundsLine) or computer (including American
FundsLine OnLine), fax or telegraph purchase, redemption and/or exchange
options, you agree to hold the fund, the Transfer Agent, any of its affiliates
or mutual funds managed by such affiliates, and each of their respective
directors, trustees, officers, employees and agents harmless from any losses,
expenses, costs or liability (including attorney fees) which may be incurred in
connection with the exercise of these privileges. Generally, all shareholders
are automatically eligible to use these options. However, you may elect to opt
out of these options by writing the Transfer Agent (you may also reinstate them
at any time by writing the Transfer Agent). If the Transfer Agent does not
employ reasonable procedures to confirm that the instructions received from any
person with appropriate account information are genuine, the fund may be liable
for losses due to unauthorized or fraudulent instructions. In the event that
shareholders are unable to reach the fund by telephone because of technical
difficulties, market conditions, or a natural disaster, redemption and exchange
requests may be made in writing only.

SHARE CERTIFICATES - Shares are credited to your account and certificates are
not issued unless you request them by writing to the Transfer Agent.

REDEMPTION OF SHARES - The fund's Articles of Incorporation permits the fund to
direct the Transfer Agent to redeem the shares of any shareholder for their
then current net asset value per share if at such time the shareholder owns of
record, shares having an aggregate net asset value of less than the minimum
initial investment amount required of new shareholders as set forth in the
fund's current registration statement under the 1940 Act, and subject to such
further terms and conditions as the Board of Directors of the fund may from
time to time adopt.

                      EXECUTION OF PORTFOLIO TRANSACTIONS

Orders for the fund's portfolio securities transactions are placed by the
Investment Adviser.  The Investment Adviser strives to obtain the best
available prices in its portfolio transactions taking into account the costs
and quality of executions.  When, in the opinion of the Investment Adviser,
two or more brokers (either directly or through their correspondent clearing
agents) are in a position to obtain the best price and execution, preference
may be given to brokers who have sold shares of the fund or who have provided
investment research, statistical, or other related services to the Investment
Adviser.  The fund does not consider that it has an obligation to obtain the
lowest available commission rate to the exclusion of price, service and
qualitative considerations.

There are occasions on which portfolio transactions for the fund may be
executed as part of concurrent authorizations to purchase or sell the same
security for other 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 will not pay a mark-up for
research in principal transactions.

Brokerage commissions paid on portfolio transactions for the fiscal years ended
July 31, 1999, 1998 and 1997, amounted to $11,431,000, $6,212,000 and
$9,637,000, respectively.

The fund is required to disclose information regarding investments in the
securities of broker-dealers (or parents of broker-dealers that derive more
than 15% of their revenue from broker-dealer activities) which have certain
relationships with the fund.  During the last fiscal year, J.P. Morgan & Co.
was among the top 10 dealers that received the largest amount of brokerage
commissions and that acted as principals in portfolio transactions.  The fund
held equity and debt securities of J.P. Morgan & Co. Inc. in the amounts of
$195,009,000 and $1,505,000, respectively, as of the close of its most recent
fiscal year.

                              GENERAL INFORMATION

CUSTODIAN OF ASSETS -  Securities and cash owned by the fund, including
proceeds from the sale of shares of the fund and of securities in the fund's
portfolio, are held by The Chase Manhattan Bank, One Chase Manhattan Plaza, New
York, NY  10081, as Custodian.  The Custodian may hold non-U.S. securities
pursuant to sub-custodial arrangements in non-U.S. banks or foreign branches of
U.S. banks.

TRANSFER AGENT - American Funds Service Company, a wholly owned subsidiary of
the Investment Adviser, maintains the records of each shareholder's account,
processes purchases and redemptions of the fund's shares, acts as dividend and
capital gain distribution disbursing agent, and performs other related
shareholder service functions.  American Funds Service Company was paid a fee
of $10,901,000 for the fiscal year ended July 31, 1999.

INDEPENDENT AUDITORS - Deloitte & Touche LLP, located at 1000 Wilshire
Boulevard, Los Angeles, CA  90017, serves as the fund's independent auditors
providing audit services, preparation of tax returns and review of certain
documents to be filed with the Securities and Exchange Commission.  The
financial statements included in this Statement of Additional Information from
the Annual Report have been so included in reliance on the report Deloitte &
Touche LLP, independent auditors, given on the authority of said firm as
experts in accounting and auditing.  The selection of the fund's independent
accountants is reviewed and determined annually by the Board of Directors.

REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on July 31.  Shareholders
are provided at least semiannually with reports showing the investment
portfolio, financial statements and other information.  The fund's annual
financial statements are audited by the fund's independent auditors, Deloitte &
Touche LLP.  In an effort to reduce the volume of mail shareholders receive
from the fund when a household owns more than one account, the Transfer Agent
has taken steps to eliminate duplicate mailings of shareholder reports.  To
receive additional copies of a report, shareholders should contact the Transfer
Agent.

YEAR 2000 - The fund and its shareholders depend on the proper functioning of
computer systems maintained by the Investment Adviser and its affiliates and
other key service providers.  Many computer systems in use today will require
reprogramming or replacement prior to the year 2000 because of the way they
store dates and make date-related calculations.  The fund understands that
these service providers are taking steps to address the "Year 2000 problem".
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the fund.  In addition, the fund's investments could be
adversely affected by the Year 2000 problem.  For example, the markets for
securities in which the fund invests could experience settlement problems and
liquidity issues. Corporate and governmental data processing errors may cause
losses for individual companies and overall economic uncertainties. Earnings of
individual issuers are likely to be affected by the costs of addressing the
problem, which may be substantial and may be reported inconsistently.

PERSONAL INVESTING POLICY - Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes: a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on
personal investing for certain investment personnel; ban on short-term trading
profits for investment personnel; limitations on service as a director of
publicly traded companies; and disclosure of personal securities transactions.

OTHER INFORMATION - 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 -- JULY 31, 1999

     Net asset value and redemption price per share
      (Net assets divided by shares outstanding)       $17.51
     Maximum offering price per share
      (100/94.25 of net asset value per share,
      which takes into account the fund's current maximum
      sales charge)                                    $18.58

                   INVESTMENT RESULTS AND RELATED STATISTICS

The fund's yield is 4.85% based on a 30-day (or one month) period ended July
31, 1999, computed by dividing the net investment income per share earned
during the period by the maximum offering price per share on the last day of
the period, according to the following formula:

 YIELD = 2[( a-b/cd + 1)/6/ -1]

Where:  a = dividends and interest earned during the period.

        b = expenses accrued for the period (net of reimbursements).

        c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.

        d = the maximum offering price per share on the last day of the period.

The fund's one year total return and average annual total return for the five-
and ten-year periods ended July 31, 1999 were +1.61%, +14.07% and +11.54%,
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
fund's average annual total return at net asset value for the one-, five- and
ten-year periods ended on July 31, 1999 was +7.79%, +15.43% and +12.20%,
respectively.

In calculating average annual total return, the fund assumes:  (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.  In addition, the fund will 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 also calculate a distribution rate on a taxable and tax equivalent
basis.  The distribution rate is computed by dividing the dividends paid by the
fund over the last 12 months by the sum of the month-end net asset value or
maximum offering price and the capital gains paid over the last 12 months.  The
distribution rate may differ from the yield.

The fund may include information on its investment results and/or comparisons
of its investment results to various unmanaged indices (such as The Dow Jones
Average of 30 Industrial Stocks and The Standard and Poor's 500 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 also, from time to time, combine its results with those of other
funds in The American Funds Group for purposes of illustrating investment
strategies involving multiple funds.

The fund may refer to results and surveys compiled by organizations such as
CDA/Wiesenberger, Ibbotson Associates, Lipper Analytical Services, Morningstar,
Inc., and by the U.S. Department of Commerce.  Additionally, the fund may refer
to results published in various newspapers and periodicals, including BARRON'S,
FORBES, FORTUNE, INSTITUTIONAL INVESTOR, KIPLINGER'S PERSONAL FINANCE MAGAZINE,
MONEY, U.S. NEWS AND WORLD REPORT and THE WALL STREET JOURNAL.

The fund may illustrate the benefits of tax-deferral by comparing taxable
investments to investments made through tax-deferred retirement plans.

The fund may compare its investment results with the Consumer Price Index,
which is a measure of the average change in prices over time in a fixed market
basket of goods and services (e.g. food, clothing, and fuels, transportation,
and other goods and services that people buy for day-to-day living).

The investment results for the fund set forth below were calculated as
described in the fund's prospectus.  The fund's results will vary from time to
time depending upon market conditions, the composition of the fund's portfolio
and operating expenses of the fund, so that any investment results reported by
the fund should not be considered representative of what an investment in the
fund may earn in any future period.  These factors and possible differences in
calculation methods should be considered when comparing the fund's investment
results with those published for other mutual funds, other investment vehicles
and unmanaged indices.  The fund's results also should be considered relative
to the risks associated with the fund's investment objective and policies.

The investment results for the fund set forth below were calculated as
described in the fund's prospectus.  Data contained in Salomon's Market
Performance and Lehman Brothers' The Bond Market Report are used to calculate
cumulative total return from their base period (12/31/68 and 12/31/72,
respectively) for each index.  The percentage increases shown in the table
below or used in published reports of the fund are obtained by subtracting the
index results at the beginning of the period from the index results at the end
of the period and dividing the difference by the index results at the beginning
of the period.

                       IFA vs. Various Unmanaged Indices

<TABLE>
<CAPTION>
                                                                                   Lehman           Salomon

10-Year                                           Lehman          Lehman           Brothers         Smith            Average

Period                                            Brothers        Brothers         Government/      Barney           Savings

8/1 - 7/31     IFA        DJIA       S&P 500      Corporate       Aggregate        Corporate        High-Grade       Account
                          /1/        /2/          /3/             /4/              /5/              /6/              /7/

<S>            <C>        <C>        <C>          <C>             <C>              <C>              <C>              <C>


1989 - 1999    +198%     +423%      +395%         +124%          1.13             +113%            +128%            +61%


1988 - 1998    +241       +458        +443         +154           +140             +140             +178             +65

1987 - 1997    +212       +335        +302         +157           +139             +138             +177             +67

1986 - 1996    +181       +329        +268         +141           +126             +123             +149             +70

1985 - 1995    +197       +390        +306         +179           +160             +158             +206             +75

1984 - 1994    +241       +383        +326         +217           +193             +189             +254             +83

1983 - 1993    +254       +331        +293         +241           +218             +213             +281             +93

1982 - 1992    +351       +526        +476         +295           +251             +242             +330             +105

1981 - 1991    +298       +391        +343         +304           +269             +256             +329             +115

1980 - 1990    +296       +391        +343         +235           +217             +209             +239             +122

1979 - 1989    +317       +409        +416         +202           +201             +197             +202             +124

1978 - 1988    +267       +307        +325         +180           +178             +175             +166             +124

1977 - 1987    +283       +388        +417         +159           +164             +162             +146             +124

1976 - 1986    +265       +208        +270         +179           +181             +180             +169             +124

1975 - 1985    +295       +177        +249         +161           N/A              +158             +134             +121

1974 - 1984    +270       +154        +210         +136           N/A              +136             +110             +116

1973#- 1983    +237       +148        +172         + 95           N/A              +105             + 76             +106

</TABLE>

________________
#  From December 1, 1973

/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 & Poor's 500 Stock Composite Index is comprised of industrial,
transportation, public utilities, and financial stocks and represents a large
portion of the value of issues traded on the New York Stock Exchange.  Selected
issues traded on the American Stock Exchange are also included.

/3/ The Lehman Brothers Corporate Bond Index is comprised of all public, fixed
rate, non-convertible investment grade domestic corporate debt.  Issues
included in this index are rated at least Baa by Moody's Investors Service, BBB
by Standard & Poor's Corporation or, in the case of bank bonds not rated by
either of the previously mentioned services, BBB by Fitch Investors Service.

/4/ The Lehman Brothers Aggregate Bond Index covers all sectors of the fixed
income market and is a combination of the Lehman Brothers Treasury Bond Index,
the Agency Bond Index, the Corporate Bond Index, the Yankee Bond Index and the
Mortgage Backed Securities Index.  Its inception date is December 31, 1975.

/5/ The Lehman Brothers Government/Corporate Bond Index is comprised of all
public obligations of the U.S. Treasury, all publicly issued debt of U.S.
Government agencies, and corporate debt guaranteed by the U.S. Government
(excluding mortgage-backed securities).  It also includes all U.S. dollar
denominated, SEC registered, public, non-convertible debt issued or guaranteed
by foreign or international governments/agencies.  Also included are all
public, fixed-rate non-convertible investment grade domestic corporate debt.

/6/ The Salomon Smith Barney High-Grade Corporate Bond Index is comprised of a
sample of high-grade corporate bonds which have a rating of AAA or AA by
Standard & Poor's Corporation.

/7/ Based on figures supplied by the U.S. League of Savings Institutions and
the Federal Reserve Board which reflect all kinds of savings deposits,
including longer-term certificates. Savings accounts offer a guaranteed return
of principal, but no opportunity for capital growth.  During a portion of the
period, the maximum rates paid on some savings deposits were fixed by law.

<TABLE>
<CAPTION>
If you are considering IFA for an

Individual Retirement Account. . .



Here's how much you would have if you had invested $2,000 a year
on August 1 of each year in IFA over the past 5 and 10 years:

<S>                                    <C>

5 years                                10 years

(8/1/94-7/31/99)                       (8/1/89-7/31/99)

$14,420                                $39,977

</TABLE>

           SEE THE DIFFERENCE TIME CAN MAKE IN AN INVESTMENT PROGRAM

<TABLE>
<CAPTION>
                                                 . . . and had taken all

                                                 dividends and capital

                                                 gain distributions

                                                 in shares, your

If you had                                       investment would

invested $10,000                                 have been worth

in IFA this many                                 this much at

years ago . . .                                  7/31/99



Number                    Periods

of Years                  8/1  - 7/31            Value

<S>                       <C>                    <C>
1                         1998 - 1999            $10,161

2                         1997 - 1999            11,311

3                         1996 - 1999            14,620

4                         1995 - 1999            16,588

5                         1994 - 1999            19,311

6                         1993 - 1999            19,697

7                         1992 - 1999            22,030

8                         1991 - 1999            26,240

9                         1990 - 1999            29,455

10                        1989 - 1999            29,793

11                        1988 - 1999            36,789

12                        1987 - 1999            37,401

13                        1986 - 1999            43,647

14                        1985 - 1999            52,334

15                        1984 - 1999            69,806

16                        1983 - 1999            74,054

17                        1982 - 1999            105,401

18                        1981 - 1999            110,954

19                        1980 - 1999            123,698

20                        1979 - 1999            131,777

21                        1978 - 1999            143,363

22                        1977 - 1999            152,202

23                        1976 - 1999            169,109

24                        1975 - 1999            219,031

25                        1974 - 1999            274,367

26                        1973#- 1999            264,676

</TABLE>

#  From December 1, 1973

Illustration of a $10,000 investment in IFA with
dividends reinvested and capital gain distributions taken in shares
(for the period December 1, 1973 through July 31, 1999)

<TABLE>
<CAPTION>
             COST OF SHARES                                     VALUE OF SHARES

Year         Annual         Dividends         Total           From            From            From            Total
Ended        Dividends      cumulative)       Investment      Initial         Capital         Dividends       Value
July 31                                       Cost            Investment      Gains           Reinvested
                                                                              Reinvested

<S>          <C>            <C>               <C>             <C>             <C>             <C>             <C>


1974#        $  347         $  347            $10,347         $ 8,767         -               $   321         $ 9,088

1975         785            1,132             11,132          10,141          -               1,250           11,391

1976         998            2,130             12,130          12,155          -               2,596           14,751

1977         969            3,099             13,099          12,701          -               3,691           16,392

1978         1,117          4,216             14,216          12,584          -               4,820           17,404

1979         1,333          5,549             15,549          12,693          -               6,228           18,921

1980         1,463          7,012             17,012          12,490          -               7,672           20,162

1981         1,743          8,755             18,755          12,818          -               9,667           22,485

1982         2,187          10,942            20,942          12,256          -               11,408          23,664

1983         2,549          13,491            23,491          16,112          -               17,573          33,685

1984         2,896          16,387            26,387          15,254           $1,013         19,455          35,722

1985         3,365          19,752            29,752          18,236           2,637          26,804          47,677

1986         3,909          23,661            33,661          18,907           6,434          31,807          57,148

1987         4,431          28,092            38,092          19,578           9,644          37,452          66,674

1988         4,479          32,571            42,571          17,955           10,904         38,957          67,816

1989         5,338          37,909            47,909          20,609           12,515         50,578          83,702

1990         5,269          43,178            53,178          18,907           13,755         51,497          84,643

1991         6,311          49,489            59,489          19,578           14,787         60,070          95,050

1992         6,578          56,067            66,067          21,764           17,093         73,764          113,242

1993         6,995          63,062            73,062          22,592           19,653         83,771          126,686

1994         7,471          70,533            80,533          21,218           21,364         85,868          129,177

1995         8,046          78,579            88,579          23,294           24,107         102,984         150,385

1996         8,581          87,160            97,160          24,809           27,526         118,291         170,626

1997         10,075         97,235            107,235         29,024           42,085         149,477         220,586

1998         10,531         107,766           117,766         28,493           59,845         157,215         245,553

1999         12,446         120,212           130,212         27,338           73,926         163,412         264,676

</TABLE>

# From December 1, 1973

The dollar amount of capital gain distributions during the period was $63,932.

EXPERIENCE OF INVESTMENT ADVISER - The Investment Adviser manages nine growth
and growth-income funds that are at least 10 years old.  In the rolling 10-year
periods since January 1, 1969 (138 in all), those funds have had better total
returns than their comparable Lipper indexes in 128 of 138 periods.

Note that past results are not an indication of future investment results.
Also, the fund has different investment policies than the funds mentioned
above.  These results are included solely for the purpose of informing
investors about the experience and history of Capital Research and Management
Company.
<TABLE>
The Income Fund of America, Inc.
Investment Portfolio, July 31, 1999
<S>                                                        <C>       <C>     <C>
                                                           Shares or  Market Percent
                                                           Principal   Value  Of Net
Equity Securitites                                            Amount    (000) Assets
- --------------------------------------------                -------- ----------------

Banking - 8.48%
First Union Corp.                                           9,492,600$436,660  1.90%
Bank of America Corp. (formerly BankAmerica Corp.)          3,855,800 255,929    1.11
J.P. Morgan & Co. Inc.                                      1,525,000 195,009     .85
Commonwealth Bank of Australia                              8,480,973 133,558     .58
SB Treasury Co. LLC, Series A, 9.40% noncumulative         126,000,00 122,981     .53
 preferred (1)
National Bank of Canada                                     8,500,000 104,781
NB Capital Corp. 8.35% exchangeable depositary shares         520,000  12,805     .51
Westpac Banking Corp.                                      18,113,652 117,507     .51
BancWest Corp.                                              1,900,000  79,206     .34
BANK ONE CORP.                                              1,140,700  62,239     .27
Tokai Preferred Capital Co. LLC, Series A, 9.98%           61,250,000  59,531     .26
 noncumulative preferred (1)
Fuji JGB Investment LLC, Series A, 9.87% noncumulative     67,000,000  59,128     .26
 preferred (1)
KeyCorp                                                     1,800,000  56,700     .25
BankBoston Corp.                                            1,200,000  56,325     .24
Bank of Nova Scotia                                         2,400,000  50,000     .22
Keystone Financial, Inc.                                    1,550,000  45,241     .20
Bank of New York Co., Inc.                                  1,000,000  36,938     .16
BNP U.S. Funding LLC, Series A, 7.738% noncumulative       33,200,000  30,724     .13
 preferred (1)
National Australia Bank Ltd. Exchangable Capital Units       $800,000  22,600     .10
IBJ Preferred Capital Co. LLC, Series A, 8.79%             10,000,000   8,450     .04
 noncumulative preferred (1)
Banco Nacional de Mexico, SA 11.00% exchangeable           $4,175,000   3,987     .02
 note 2003 (1)
                                                                     ------------------
                                                                     1,950,29    8.48
                                                                     ------------------

Utilities: Electric & Gas - 8.38%
Dominion Resources, Inc.                                    3,000,000 132,187     .57
Florida Progress Corp.                                      3,070,000 125,678     .55
Wisconsin Energy Corp.                                      4,880,000 122,305     .53
DTE Energy Co.                                              3,000,000 117,375     .51
Unicom Corp.                                                2,600,000 102,050     .44
Consolidated Edison, Inc.                                   2,300,000 100,050     .44
Southern Co.                                                3,750,000  99,141     .43
Consolidated Natural Gas Co.                                1,230,000  77,029     .33
MCN Energy Group Inc.                                       3,550,000  75,659     .33
KeySpan Corp. (formerly KeySpan Energy Corp.)               2,562,000  71,095     .31
Equitable Resources, Inc. (2)                               1,850,000  68,566     .30
BEC Energy                                                  1,600,000  68,200     .30
PECO Energy Co.                                             1,600,000  67,800     .29
Peoples Energy Corp.                                        1,700,000  62,581     .27
Carolina Power & Light Co.                                  1,500,000  61,687     .27
Entergy Corp.                                               2,000,000  60,625     .26
Ameren Corp.                                                1,200,000  46,800     .20
K N Energy, Inc.                                            1,000,000  19,500
K N Energy, Inc. 8.25% PEPS convertible preferred             682,600  21,886     .18
 2001 Units
Sempra Energy                                               1,623,700  36,026     .16
National Power PLC                                          4,580,000  32,268     .14
GPU, Inc.                                                     840,400  32,250     .14
DQE, Inc.                                                     800,000  31,700     .14
New Jersey Resources Corp.                                    750,000  29,672     .13
Scottish and Southern Energy PLC                            3,000,000  28,640     .12
Sonat Inc.                                                    800,000  28,150     .12
American Electric Power Co., Inc.                             700,000  24,762     .11
Scottish Power PLC                                          2,800,000  23,364     .10
OGE Energy Corp.                                              950,000  22,503     .10
Central and South West Corp.                                1,000,000  21,312     .09
Puget Sound Energy, Inc.                                      900,000  20,981     .09
CINergy Corp.                                                 625,400  18,723     .08
WICOR, Inc.                                                   600,000  17,400     .08
New England Electric System                                   318,000  16,476     .07
South Jersey Industries, Inc.                                 500,000  15,000     .07
Citizens Utilities Trust 5.00% EPPICS convertible             250,000  12,688     .06
 preferred 2036
TECO Energy, Inc.                                             467,200   9,519     .04
Western Resources, Inc.                                       275,000   7,184     .03
                                                                     ------------------
                                                                     1,928,83    8.38
                                                                     ------------------


Energy Sources - 7.52%
Phillips Petroleum Co.                                      6,893,500 353,723    1.54
Atlantic Richfield Co.                                      3,550,000 319,722    1.39
USX-Marathon Group                                          6,600,000 200,475     .87
Texaco Inc.                                                 2,124,600 132,389     .58
"Shell" Transport and Trading Co., PLC (New York            2,500,000 120,781     .53
 Registered)
Sunoco, Inc.                                                3,932,000 119,926     .52
Ultramar Diamond Shamrock Corp.                             3,925,000  92,728     .40
Conoco Inc., Class A                                        3,520,000  91,740     .40
Occidental Petroleum Corp.                                  3,250,000  63,578     .28
Unocal Capital Trust $3.125 convertible preferred           1,040,000  58,110     .25
Mobil Corp.                                                   500,000  51,125     .22
CONSOL Energy Inc.                                          4,000,000  44,500     .19
Exxon Corp.                                                   500,000  39,688     .17
Ashland Inc.                                                  750,000  28,500     .12
CalEnergy Capital Trust II 6.25% convertible                  270,000  12,960     .06
 preferred 2012
                                                                     ------------------
                                                                     1,729,94    7.52
                                                                     ------------------

Telecommunications - 5.32%
U S WEST, Inc.                                              7,782,400 446,029    1.94
MediaOne Group, Inc. 6.25% PIES convertible                 1,710,000 160,740     .70
 preferred 2001
SBC Communications Inc.                                     2,100,000 120,094
SBC Communications Inc. 7.75% DECS convertible                463,000  30,876     .66
 preferred 2001
Bell Atlantic Corp.                                         1,949,300 124,268     .54
AT&T Corp.                                                  2,375,000 123,352     .54
Ameritech Corp.                                             1,430,000 104,748     .46
Telecom Corp. of New Zealand Ltd.                           8,278,400  37,518     .16
Telecom Italia SpA, nonconvertible savings shares           5,353,000  29,346     .13
Koninklijke PTT Nederland NV                                  339,085  15,488
Koninklijke PTT Nederland NV (ADR)                             86,288   3,931     .08
GTE Corp.                                                     175,000  12,895     .06
Omnipoint Corp. (1,3)                                          92,761   3,977     .02
COLT Telecom Group PLC, warrants, expire 2006 (1,3)             5,000   3,325     .01
Viatel, Inc. (3)                                               86,992   3,219     .01
Comunicacion Celular SA, Class B, warrants,                    31,000   1,922     .01
 expire 2003 (1,3)
Allegiance Telecom, Inc., warrants, expire 2008 (1,3)          20,000   1,140     .00
Loral Space & Communications Ltd., warrants,                   61,000     707     .00
 expire 2007 (3,4)
NEXTLINK Communications, Inc. 14.00% preferred 2009            10,712     536     .00
ICG Holdings, Inc., warrants, expire 2005 (1,3)                19,800     495     .00
CellNet Data Systems, Inc., warrants, expire 2007 (1,3,4)      15,450     284     .00
McCaw International, Ltd., warrants, expire 2007 (1,3,4)       31,500      79     .00
Conecel Holdings Ltd., Class B, warrants,                      76,825       8     .00
 expire 2000 (1,3,4)
Iridium World Communications Ltd., warrants,                    4,000       1     .00
 expire 2005 (1,3,4)
                                                                     ------------------
                                                                     1,224,97    5.32
                                                                     ------------------

Forest Products & Paper - 4.08%
Weyerhaeuser Co.                                            4,412,900 285,459    1.24
International Paper Co. (formerly Union Camp Corp.)         2,990,168 152,872
International Paper Co., Capital Trust 5.25% convertible      400,000  21,200     .76
 preferred 2025
UPM-Kymmene Corp.                                           4,450,000 149,945     .65
Georgia-Pacific Corp., Timber Group                         5,450,000 134,547     .59
Stora Enso Oyj, Class R                                     7,609,169  95,639
Stora Enso Oyj, Class A                                       345,942   4,293     .43
Potlatch Corp.                                              1,350,000  54,759     .24
APP Finance (VI) Mauritius Ltd. 0% convertible             $144,000,0  21,600     .09
 preferred 2012
Westvaco Corp.                                                650,000  19,134     .08
                                                                     ------------------
                                                                      939,448    4.08
                                                                     ------------------

Chemicals - 2.62%
Imperial Chemical Industries PLC (ADR)                      3,425,000 157,978     .69
Dow Chemical Co.                                            1,178,500 146,134     .64
International Flavors & Fragrances Inc.                     1,900,000  86,094     .37
Hercules Inc.                                               2,276,200  79,382     .34
DSM NV                                                        415,384  51,543     .22
Monsanto Co. 6.50% ACES convertible preferred 2001 Units    1,108,800  45,461     .20
Witco Corp.                                                 1,981,600  36,288     .16
                                                                     ------------------
                                                                      602,880    2.62
                                                                     ------------------

Insurance - 2.46%
American General Corp.                                      2,014,200 155,849     .68
Italy (Republic of) 5.00% PENs 2001 (exchangeable          $65,000,00 107,738     .47
 into INA SpA)
SAFECO Corp.                                                2,500,000  95,156     .41
Ohio Casualty Corp. (2)                                     4,560,000  81,795     .36
Aetna Inc.                                                    819,700  67,215     .29
Lincoln National Corp.                                        800,000  40,000     .17
PMI Group, Inc.                                               303,000  19,373     .08
                                                                     ------------------
                                                                      567,126    2.46
                                                                     ------------------




Real Estate - 2.42%
Equity Residential Properties Trust                         2,100,000  86,756
Equity Residential Properties Trust, Series G, 7.25%          600,000  13,050     .43
 convertible preferred
Boston Properties, Inc.                                     2,634,600  90,235     .39
Spieker Properties, Inc.                                    1,600,000  61,200     .27
Weingarten Realty Investors                                 1,325,000  53,497     .23
Meditrust Corp., paired stock                               3,340,000  36,322     .16
Amoy Properties Ltd.                                       35,000,000  32,468     .14
AMB Property Corp.                                          1,225,000  27,562     .12
ProLogis Trust, Series D, 7.92% preferred                   1,080,000  24,840     .11
CenterPoint Properties Corp.                                  580,000  20,735     .09
Sun Hung Kai Properties Ltd.                                2,000,000  17,264     .08
Hysan Development Co. Ltd.                                 12,849,635  16,804     .07
Glenborough Realty Trust Inc., Series A, 7.75%                800,000  14,700     .06
 convertible preferred
Duke-Weeks Realty Corp. (formerly Dukes Realty                300,000  13,548     .06
  Investments, Inc.), Series B, 7.99% preferred
 cumulative step-up premium rate
Simon DeBartolo Group, Inc., Series C, 7.89% preferred        300,000  13,254     .06
 cumulative step-up premium rate
Archstone Communities Trust                                   564,000  12,161     .05
IAC Capital Trust, Series A, 8.25% TOPRS preferred            300,000   7,350     .03
CarrAmerica Realty Corp., Series B, 8.57% cumulative          280,000   6,545     .03
 redeemable preferred
New Plan Realty Trust, Series D, 7.80% preferred cumulative   112,500   5,006     .02
 step-up premium rate
Kimco Realty Corp.                                            100,000   3,750     .02
                                                                     ------------------
                                                                      557,047    2.42
                                                                     ------------------

Merchandising - 1.81%
J.C. Penney Co., Inc.                                       6,800,000 297,500    1.29
Coles Myer Ltd.                                            17,400,882 101,454     .44
PETsMART, Inc. 6.75% convertible subordinated note 2004 (1)$17,500,00  18,200     .08
                                                                     ------------------
                                                                      417,154    1.81
                                                                     ------------------

Broadcasting & Publishing - 1.64%
Houston Industries Inc. 7.00% ACES convertible              1,780,000 215,491     .94
 preferred 2000
Cablevision Systems Corp., Series I, $2.125 cumulative        760,000  78,660     .34
 convertible exchangeable preferred
UnitedGlobalCom, Inc., Class C, 7.00% convertible             700,000  38,500     .17
 preferred (1)
NTL Inc. (3)                                                  146,039  15,170
NTL Inc., warrants, expire 2008 (1,3,4)                        25,650   2,079     .07
Price Communications Corp. (3)                                912,117  16,190     .07
MediaOne Group, Inc., Series D, 4.50% convertible preferred    85,800  12,355     .05
                                                                     ------------------
                                                                      378,445    1.64
                                                                     ------------------

Health & Personal Care - 1.64%
Glaxo Wellcome PLC                                          6,270,000 160,229     .70
Pharmacia & Upjohn, Inc.                                    1,300,000  69,956     .30
American Home Products Corp.                                  800,000  40,800     .18
Eli Lilly and Co.                                             600,000  39,375     .17
Athena Neurosciences, Inc. 4.75% convertible note 2004     $32,500,00  34,938     .15
Sepracor Inc. 6.25% convertible subordinated debenture     $7,350,000  12,339
 2005 (1)
Sepracor Inc. 7.00% convertible subordinated debenture     $15,000,00  13,912     .11
 2005 (1)
Glycomed Inc. 7.50% convertible subordinated debenture 2003$5,000,000   4,037     .02
RainTree Healthcare Corp. (3,4)                               279,109     977     .01
                                                                     ------------------
                                                                      376,563    1.64
                                                                     ------------------

Beverages & Tobacco - 1.55%
Philip Morris Companies Inc.                                3,150,000 117,338     .51
Southcorp Ltd.                                             25,046,175  97,298     .42
Nabisco Group Holdings Corp. (formerly RJR Nabisco          3,000,000  56,250     .24
 Holdings Corp.)
Imperial Tobacco Ltd.                                       4,000,000  40,927     .18
Gallaher Group PLC                                          4,800,000  28,681     .13
UST Inc.                                                      500,000  15,500     .07
                                                                     ------------------
                                                                      355,994    1.55
                                                                     ------------------

Metals: Steel & Nonferrous - 1.20%
Phelps Dodge Corp.                                          1,750,000 103,797     .44
British Steel PLC                                          25,422,400  67,658     .29
Freeport-McMoRan Copper & Gold Inc., Series A, $1.75        1,400,000  26,075
 convertible preferred
Freeport-McMoRan Copper & Gold Inc., Class B                  300,000   5,063     .14
Allegheny Teledyne Inc.                                     1,350,000  28,941     .13
Cyprus Amax Minerals Co., Series A, $4.00 convertible         465,000  20,693     .09
 preferred
Inco Ltd. 5.75% convertible debenture 2004                 $17,250,00  15,568     .07
Bethlehem Steel Corp. $3.50 convertible preferred             250,000   8,813     .04
                                                                     ------------------
                                                                      276,608    1.20
                                                                     ------------------

Industrial Components - 1.06%
Dana Corp.                                                  2,350,000  98,113     .43
Federal-Mogul Corp. 7.00% convertible preferred 2027        1,150,000  63,969     .28
Tomkins PLC                                                13,000,000  59,655     .26
Tower Auto Capital Trust 6.75% convertible preferred 2018 (   450,000  22,050     .09
                                                                     ------------------
                                                                      243,787    1.06
                                                                     ------------------

Leisure & Tourism - 1.05%
Seagram Co. Ltd. 7.50% convertible preferred 2002           1,845,000  93,171     .40
Georgia-Pacific Corp., Georgia-Pacific Group 7.50% PEPS     1,400,000  66,150     .29
 convertible preferred 2004 Units
Premier Parks Inc. 7.50% PIES convertible preferred 2001      450,000  31,275     .14
Host Marriott Financial Trust 6.75% QUIPS convertible         600,000  22,237     .10
 preferred 2026
AMF Bowling Worldwide, Inc. 0% convertible debenture 2018 ($90,000,00  12,600     .05
FelCor Lodging Trust Inc.                                     450,000   8,775     .04
Royal Caribbean Cruises Ltd., Series A, 7.25% convertible      45,000   6,570     .03
 preferred
                                                                     ------------------
                                                                      240,778    1.05
                                                                     ------------------

Business & Public Services - 1.00%
Cendant Corp. 7.50% PRIDES convertible preferred            1,425,000  48,450     .21
United Utilities PLC                                        3,521,463  45,224     .20
Alexander & Baldwin, Inc.                                   1,375,000  34,762     .15
Thames Water PLC                                            1,500,000  22,909     .10
Budget Group, Inc. 6.25% TIDES convertible preferred 2005     600,000  20,250     .09
Interpublic Group of Companies, Inc. 1.87% convertible     $17,000,00  15,449     .07
 subordinated note 2006 (1)
Hyder PLC                                                   1,425,000  14,696     .06
Browning-Ferris Industries, Inc.                              305,000  13,687     .06
Omnicom Group Inc. 4.25% convertible debenture 2007 (1)    $2,500,000   5,669     .02
Nationwide Health Properties, Inc., Series A, 7.677%           50,000   3,519     .02
 preferred cumulative step-up premium rate
IKON Office Solutions, Inc.                                   200,000   2,638     .01
Integrated Health Services, Inc. (3)                          280,001   1,575
Integrated Health Services, Inc. 5.75% convertible         $1,250,000     687     .01
 debenture 2001
                                                                     ------------------
                                                                      229,515    1.00
                                                                     ------------------

Automobiles - 0.89%
General Motors Corp.                                        2,085,000 127,055     .55
Ford Motor Co.                                              1,600,000  77,800     .34
                                                                     ------------------
                                                                      204,855     .89
                                                                     ------------------

Recreation & Other Consumer Products - 0.86%
EMI Group PLC                                              15,902,467 132,869     .58
Jostens, Inc.                                               1,715,000  34,729     .15
Pennzoil-Quaker State Co.                                   2,000,000  29,625     .13
V2 Music Holdings, warrants, expire 2008 (1,3)                 14,750       0     .00
                                                                     ------------------
                                                                      197,223     .86
                                                                     ------------------

Food & Household Products - 0.70%
General Mills, Inc.                                         1,935,000 160,242     .70
                                                                     ------------------

Machinery & Engineering - 0.69%
Pall Corp.                                                  2,344,200  49,375     .21
Valmet-Rauma Oyj (3)                                        3,559,997  47,602     .21
Ingersoll-Rand Co. 6.75% PRIDES convertible preferred       1,400,000  42,000     .18
Thermo Electron Corp. 4.25% convertible subordinated       $23,000,00  19,981     .09
 debenture 2003 (1)
                                                                     ------------------
                                                                      158,958     .69
                                                                     ------------------

Electronic Components & Instruments - 0.67%
Micron Technology, Inc. 7.00% convertible subordinated     $50,000,00  57,750     .25
 note 2004
Advanced Micro Devices, Inc. 6.00% convertible subordinated$51,700,00  37,224     .16
 note 2005
Western Digital Corp. 0% convertible subordinated          $112,500,0  14,906     .06
 debenture 2018 (1)
National Semiconductor Corp. 6.50% convertible debenture   $15,000,00  14,250     .06
2002
Premier Farnell PLC                                         3,280,000  13,695     .06
Thermo Instrument Systems Inc. 4.00% convertible subordinat$10,000,00   8,300     .04
 debenture 2005
Quantum Corp. 7.00% convertible subordinated note 2004     $7,000,000   6,440     .03
EMC Corp. 3.25% convertible subordinated note 2002           $500,000   2,689     .01
                                                                     ------------------
                                                                      155,254     .67
                                                                     ------------------

Financial Services - 0.65%
Household International, Inc.                               2,453,280 105,338     .46
Bell Atlantic Financial Services, Inc. 4.25% convertible   $39,000,00  43,290     .19
 debenture 2005 (1)
                                                                     ------------------
                                                                      148,628     .65
                                                                     ------------------

Multi-Industry - 0.35%
TI Group PLC                                                7,000,000  52,042     .23
Swire Pacific Capital Ltd. 8.84% cumulative guaranteed        920,000  18,515
 perpetual capital security (1)
Swire Pacific Offshore Financing Ltd. 9.33% cumulative        400,000   8,350     .12
 guaranteed perpetual capital security (1)
                                                                     ------------------
                                                                       78,907     .35
                                                                     ------------------

Miscellaneous Materials & Commodities - 0.34%
De Beers Consolidated Mines Ltd.                            1,570,800  39,117
De Beers Consolidated Mines Ltd. (ADR)                         93,400   2,312     .18
Crown Cork & Seal Co., Inc. 4.50% convertible preferred 200 1,005,000  27,637     .12
Owens-Illinois, Inc. 4.75% convertible preferred              240,000   9,210     .04
                                                                     ------------------
                                                                       78,276     .34
                                                                     ------------------

Transportation:  Rail & Road - 0.23%
Union Pacific Capital Trust 6.25% TIDES convertible           976,200  47,956
 preferred 2028 (1)
Union Pacific Capital Trust 6.25% TIDES convertible           110,000   5,404     .23
 preferred 2028
                                                                     ------------------
                                                                       53,360     .23
                                                                     ------------------

Other Industries - 0.30%
Newell Financial Trust I 5.25% QUIPS convertible              723,000  37,731     .16
 preferred 2027
Qantas Airways Ltd.                                         7,000,000  23,263     .10
Diamond Offshore Drilling, Inc. 3.75% convertible          $18,700,00  19,612     .09
 debenture 2007
TXI Capital Trust I 5.50% convertible preferred 2028          450,000  16,762     .07
Ingram Micro Inc. 0% convertible debenture 2018            $20,915,00   7,085     .03
Daewoo Corp. 0.50% convertible debenture 2007 (1)          $5,000,000   3,100     .01
Protection One Alarm Monitoring, Inc., warrants, expire        57,600     340     .00
 2005 (1,3)
                                                                     ------------------
                                                                      107,893     .46
                                                                     ------------------

Miscellaneous - 2.94%
Other equity securities in initial period of acquisition              677,109    2.94
                                                                     ------------------


TOTAL EQUITY SECURITIES (cost: $11,471,239,000)                      14,040,1   61.01
                                                                     ------------------

                                                           Principal  Market Percent
                                                              Amount   Value  of Net
Bonds & Notes                                                   (000)   (000) Assets
- --------------------------------------------                -------- ----------------

Broadcasting, Advertising & Publishing - 3.23%
Charter Communications Holdings, LLC:
 8.25% 2007 (1)                                                59,000 $56,050
 0%/9.92% 2011 (1,5)                                           37,500  22,781   .34%
Fox/Liberty Networks, LLC, FLN Finance, Inc.:
 0%/9.75% 2007 (5)                                             45,250  35,861
 8.875% 2007                                                   38,100  39,624     .33
Chancellor Media Corp. of Los Angeles:
 9.375% 2004                                                   23,000  23,345
 8.125% 2007                                                   30,500  29,737
 Series B, 8.75% 2007                                           4,500   4,432
 Series B, 10.50% 2007                                         18,300  19,764     .08
 9.00% 2008                                                     9,000   9,000     .29
Time Warner Inc.:
 7.75% 2005                                                     9,500   9,707
 8.18% 2007                                                    20,000  20,990
 9.125% 2013                                                    5,000   5,634
 7.25% 2017                                                    19,500  18,612     .24
NTL Inc.:
 0%/12.75% 2005 (5)                                            22,000  21,340
 Series B, 10.00% 2007                                         10,000  10,200
 0%/9.75% 2008 (5)                                              5,000   3,425
Comcast UK Cable Partners Ltd. 0%/11.20% 2007 (5)              19,500  17,989     .23
CSC Holdings, Inc.:
 7.25% 2008                                                     8,000   7,545
 8.125% 2009                                                   22,000  21,804
 9.875% 2013                                                   11,500  12,075     .18
CBS Corp. 7.15% 2005                                           39,500  38,956     .17
Hearst-Argyle Television, Inc.:
 7.00% 2018                                                    25,750  23,060
 7.50% 2027                                                     5,000   4,616     .12
Liberty Media Corp. 7.875% 2009 (1)                            23,600  23,546     .10
TeleWest PLC:
 9.625% 2006                                                    5,000   5,150
 0%/11.00% 2007 (5)                                            20,500  18,296     .10
TCI Communications, Inc.:
 8.00% 2005                                                    15,000  15,808
 8.75% 2015                                                     6,500   7,315     .10
Century Communications Corp.:
 8.75% 2007                                                    13,200  12,936
 0% 2008                                                       10,000   4,300     .07
Radio One, Inc. 7.00%/12.00% 2004 (5)                          16,500  17,160     .07
Comcast Corp. 10.25% 2001                                      10,600  11,155
Comcast Cable Communications, Inc. 8.875% 2017                  4,000   4,440     .07
STC Broadcasting, Inc. 11.00% 2007                             14,500  14,717     .07
Lenfest Communications, Inc.:
 7.625% 2008                                                    2,000   1,990
 8.25% 2008                                                    12,500  12,625     .06
British Sky Broadcasting Group PLC  8.20% 2009 (1)             14,250  14,134     .06
Falcon Holding Group, LP, Falcon Funding Corp. 8.375% 2010     13,000  12,902     .06
Muzak LP: (1)
 9.875% 2009                                                    8,500   8,457
 0%/13.00% 2010 (5)                                             3,750   2,137     .05
Rogers Communications Inc. 8.875% 2007                         10,000  10,075     .04
Adelphia Communications Corp.:
 8.125% 2003                                                    6,500   6,240
 10.50% 2004                                                    3,000   3,180     .04
Ziff-Davis Inc. 8.50% 2008                                      8,250   7,837     .03
Sun Media Corp. 9.50% 2007                                      7,071   7,424     .03
Multicanal Participacoes SA, Series B, 12.625% 2004             6,475   6,216     .03
Newsquest Capital PLC:
 11.00% 2006                                                    4,225   4,690
 Series B, 11.00% 2006                                          1,200   1,332     .03
Coaxial Communications of Central Ohio, Inc. 10.00% 2006        5,750   5,807     .03
TVN Entertainment Corp. 14.00% 2008 (1)                        14,750   5,310     .02
Antenna TV SA 9.00% 2007                                        5,250   5,014     .02
News America Holdings Inc. 7.43% 2026                           5,000   4,952     .02
V2 Music Holdings 0%/14.00% 2008 (1,5)                         14,750   4,720     .02
Young Broadcasting Inc.:
 10.125% 2005                                                   3,750   3,853
 Series B, 8.75% 2007                                             750     739     .02
RBS Participacoes SA 11.00% 2007 (1)                            6,750   4,438     .02
Telemundo Holdings, Inc. 0%/11.50% 2008 (5)                     8,500   4,420     .02
Gray Communications Systems, Inc. 10.625% 2006                  3,500   3,701     .02
Transwestern  Publishing Co. LLC 9.625% 2007                    3,500   3,421     .02
American Media Operations, Inc. 10.25% 2009 (1)                 2,500   2,512     .01
Acme Television, LLC, Series B, 0%/10.875% 2004 (5)             2,780   2,307     .01
Continental Cablevision, Inc. 8.50% 2001                        2,000   2,072     .01
Grupo Televisa, SA 11.875% 2006                                   750     763     .00
Globo Comunicacoes e Partcipacoes Ltd. 10.625% 2008               500     351     .00
                                                                     ------------------
                                                                      744,989    3.23
                                                                     ------------------

Wireless Communications - 2.93%
Nextel Communications, Inc.:
 0%/9.75% 2007 (5)                                             76,325  54,572
 0%/10.65% 2007 (5)                                            11,475   8,434
 0%/9.95% 2008 (5)                                            208,900 146,752
 10.125% 2004                                                   5,000   5,075
 12.00% 2008                                                    8,500   9,626
 0%/12.125% 2008 (5)                                           37,450  19,989
McCaw International, Ltd. (owned by Nextel Communications,     46,850  29,047    1.19
 Inc.) 0%/13.00% 2007 (5)
Omnipoint Corp.:
 14.00% 2003 (1,4,6)                                           58,188  61,097
 8.578% 2006 (1,7)                                             14,696  14,549
 11.625% 2006                                                  55,350  57,010     .58
Crown Castle International Corp.: (5)
 0%/10.625% 2007                                                4,600   3,243
 0%/10.375% 2011                                               39,750  22,856
 0%/11.25% 2011  (1)                                           41,000  23,677     .21
Clearnet Communications Inc.:(5)
 0%/14.75% 2005                                                22,000  20,020
 0%/10.125% 2009                                               45,000  26,100     .20
PageMart Wireless, Inc.: (5)
 0%/15.00% 2005                                                16,160  15,675
 0%/11.25% 2008                                                31,000  13,950     .13
SpectraSite Holdings, Inc.: (1,5)
 0%/12.00% 2008                                                41,250  23,512
 0%/11.25% 2009                                                 6,000   3,120     .11
Dobson Communications Corp. 11.75% 2007                         7,000   7,420
Dobson/Sygnet Communications Co. 12.25% 2008                   14,250  15,034     .10
CCPR Services, Inc. 10.00% 2007                                18,000  18,990     .08
Comunicacion Celular SA 0%/14.125% 2005 (1,5)                  31,000  18,677     .08
American Cellular Corp. 10.50% 2008                            18,100  18,552     .08
Esat Telecom Group PLC 0%/12.50% 2007 (5)                      12,875   9,141     .04
Centennial Cellular Corp. 10.75% 2008 (1)                       8,735   8,997     .04
Mobile Telecommunication Technologies Corp. 13.50% 2002         7,685   8,761     .04
Sprint Spectrum LP, Sprint Spectrum Finance Corp. 11.00% 20     6,000   6,752     .03
PTC International Finance BV 0%/10.75% 2007 (5)                 5,000   3,562     .02
Cellco Finance NV 15.00% 2005 (1)                                 650     686     .00
Conecel Holdings Ltd., Series A, 14.00% 2000 (1,4,7,8)          2,950     295     .00
                                                                     ------------------
                                                                      675,171    2.93
                                                                     ------------------

Banking - 1.42%
SocGen Real Estate Co. LLC, Series A, 7.64%/8.406%             71,500  67,108     .29
 (undated) (1,7)
MBNA Corp., MBNA:
 Capital A, Series A, 8.278% 2026                              10,000   9,124
 Capital B, Series B, 5.795% 2027 (7)                          32,000  27,633     .16
Dime Bancorp, Inc. 6.375% 2001                                 15,000  14,964
Dime Capital Trust I, Dime Bancorp, Inc., Series A,            11,925  11,948     .12
 9.33% 2027
Riggs Capital Trust II:
 8.625% 2026                                                    1,500   1,400
 8.875% 2027                                                   25,000  23,948     .11
Advanta Corp.:
 Series D, 6.60% 2000                                           4,000   3,966
 Series D, 6.65% 2000                                           7,500   7,442
 7.50% 2000                                                     4,000   3,944
 6.91% 2002                                                     5,000   4,476
 6.925% 2002                                                    5,000   4,476     .11
Washington Mutual Capital I, Subordinated Capital Income       10,000   9,866
 Security 8.375% 2027
Ahmanson Capital Trust I, Capital Security, Series A,           8,000   7,915     .08
 8.36% 2026 (1)
Deutsche Bank Capital Funding Trust I 7.872% (undated) (1,7    16,250  15,417     .07
Sakura Capital Funding 5.997% (undated) (1,7)                  15,000  12,000     .05
Capital One Capital I 6.545% 2027 (1,7)                        13,500  11,934     .05
Bank of America Corp. (formerly BankAmerica Corp.)             12,500  11,324     .05
 5.875% 2009
Fleet Capital Trust 6.176% 2028 (7)                            10,000  10,045     .04
Standard Chartered Bank 5.75% Eurodollar Note (undated) (7)    15,000   9,265     .04
Bank of Nova Scotia 5.25% Eurodollar Note (undated) (7)        10,000   7,876     .04
Canadian Imperial Bank of Commerce 5.25% Eurodollar Note       10,000   7,750     .03
 (undated) (7)
HSBC Holdings PLC 7.50% 2009                                    7,500   7,474     .03
HSBC Americas, Inc. 7.808% 2026 (1)                             8,000   7,345     .03
Bank of Scotland 7.00% (undated) (1,7)                          7,500   7,066     .03
Komercni Finance BV 9.00%/10.75% 2008 (1,7)                     6,000   5,370     .02
Chase Capital II, Global Floating Rate Capital Security,        5,000   4,736     .02
 Series B, 5.495% 2027 (7)
BCI U.S. Funding Trust I 8.01% (undated) (1,7)                  5,000   4,663     .02
Chevy Chase Bank, FSB 9.25% 2005                                4,000   4,020     .02
J.P. Morgan & Co. Inc., Series A, 6.00% 2009                    1,650   1,505     .01
                                                                     ------------------
                                                                      326,000    1.42
                                                                     ------------------

Business & Public Services - 1.41%
Integrated Health Services, Inc.:
 10.25% 2006 (7)                                               16,900  11,830
 Series A, 9.50% 2007                                          72,595  46,461
 Series A, 9.25% 2008                                          68,298  43,028     .44
Allied Waste North America, Inc.:
 7.625% 2006                                                    7,000   6,440
 10.00% 2009 (1)                                               58,625  58,039     .28
Columbia/HCA Healthcare Corp.:
 6.87% 2003                                                    10,575   9,803
 7.15% 2004                                                     6,000   5,640
 6.91% 2005                                                    10,750   9,754
 8.85% 2007                                                    16,770  16,686
 8.70% 2010                                                     9,500   9,057     .22
Safety-Kleen Services, Inc.:
 9.25% 2008                                                    26,500  26,765
 9.25% 2009 (1)                                                13,500  13,635     .18
Paracelsus Healthcare Corp. 10.00% 2006                        30,100  22,876     .10
Protection One Alarm Monitoring, Inc. 13.625% 2005 (7)         11,685  13,087     .05
Tenet Healthcare Corp. 8.00% 2005                               9,500   9,144     .04
Ceridian Corp. 7.25% 2004 (1)                                   9,000   8,935     .04
Allegiance Corp. 7.00% 2026                                     4,000   3,950     .02
LifePoint Hospitals, Inc. 10.75% 2009 (1)                       3,750   3,778     .01
Iron Mountain Inc. 8.75% 2009                                   1,750   1,706     .01
RainTree Healthcare Corp. 11.00% 2003 (3)                       1,932   1,705     .01
Mariner Health Group, Inc. 9.50% 2006                          15,250   1,372
Mariner Post-Acute Network, Inc. 9.50% 2007                     2,000     240     .01
                                                                     ------------------
                                                                      323,931    1.41
                                                                     ------------------

Telecommunications - 1.34%
Cable & Wireless Communications PLC:
 6.625% 2005                                                   26,500  26,646
 6.75% 2008                                                    38,000  38,862     .29
NEXTLINK Communications, Inc.:
 9.625% 2007                                                    4,000   3,880
 9.00% 2008                                                     6,250   5,937
 0%/12.25% 2009 (5)                                            39,500  22,712     .14
Loral Orion Network Systems, Inc. 11.25% 2007                  35,175  30,250     .13
Time Warner Telecom Inc. 9.75% 2008                            27,975  28,534     .12
Allegiance Telecom, Inc.:
 0%/11.75% 2008 (5)                                            32,000  20,640
 12.875% 2008                                                   3,475   3,805     .11
Viatel, Inc.:
 11.25% 2008                                                   21,500  21,500
 11.50% 2009 (1)                                                2,000   2,020     .10
Orange PLC:
 8.75% 2006 (1)                                                15,000  15,150
 8.00% 2008                                                     6,000   5,790     .09
Qwest Communications International Inc.:
 0%/9.47% 2007 (5)                                             15,000  11,698
 10.875% 2007                                                   3,084   3,480
 0%/8.29% 2008 (5)                                              7,500   5,629     .09
US Xchange, LLC 15.00% 2008                                    13,500  13,837     .06
Netia Holdings BV:
 10.25% 2007                                                    3,625   3,199
 0%/11.25% 2007 (5)                                            10,500   6,746     .04
IMPSAT Corp. 12.375% 2008                                      10,000   7,625     .03
COLT Telecom Group PLC 0%/12.00% 2006 (5)                       7,500   6,225     .03
Hermes Europe Railtel BV 11.50% 2007                            5,000   5,225     .02
VersaTel Telecom International NV 11.875% 2009                  5,250   5,197     .02
Teligent, Inc. 11.50% 2007                                      4,500   4,331     .02
PanAmSat Corp. 6.125% 2005                                      4,000   3,710     .02
CellNet Data Systems, Inc. 0%/14.00% 2007 (5)                   8,700   3,458     .02
Globe Telecom, Inc. 13.00% 2009 (1)                             1,850   1,850     .01
                                                                     ------------------
                                                                      307,936    1.34
                                                                     ------------------

Energy & Related Companies - 0.89%
Oryx Energy Co.:
 9.50% 1999                                                    10,000  10,072
 8.00% 2003                                                     5,345   5,435
 8.375% 2004                                                   12,750  13,219
 8.125% 2005                                                    8,500   8,680     .16
PDVSA Finance Ltd.:
 9.375% 2007 (1)                                                7,500   7,294
 9.75% 2010 (1)                                                 5,000   4,820
 7.40% 2016                                                    32,865  24,813     .16
Clark Refining & Marketing, Inc. 8.875% 2007                   33,080  29,441     .13
Petrozuata Finance, Inc.: (1)
 Series A, 7.63% 2009                                          10,285   8,590
 Series B, 8.22% 2017                                          10,000   7,737     .07
Union Pacific Resources Group, Inc. 7.30% 2009                 12,500  12,076     .05
Pioneer Natural Resources Co. 7.20% 2028                       15,975  11,444     .05
Pogo Producing Co. 10.375% 2009                                10,000  10,450     .05
Conoco Inc. 6.35% 2009                                         10,000   9,520     .04
Cross Timbers Oil Co.:
 Series B, 9.25% 2007                                           1,000     985
 8.75% 2009                                                     8,000   7,680     .04
Petro Stopping Centers, LP 10.50% 2007                          7,500   7,687     .03
Husky Terra Nova Finance 8.45% 2012 (1)                         7,500   7,409     .03
OXYMAR 7.50% 2016 (1)                                           8,000   6,559     .03
Newfield Exploration Co., Series B, 7.45% 2007                  6,000   5,614     .03
USX Corp. 6.65% 2006                                            4,500   4,248     .02
                                                                     ------------------
                                                                      203,773     .89
                                                                     ------------------

Forest Products & Paper - 0.86%
Container Corp. of America:
 9.75% 2003                                                    50,206  51,963
 Series A, 11.25% 2004                                         19,500  20,231     .31
Pacifica Papers Inc. 10.00% 2009 (1)                           27,750  27,958     .12
Scotia Pacific Co. LLC, Timber Collateralized Notes:
 Series B, Class A-2, 7.11% 2028                               14,550  12,190
 Series B, Class A-3, 7.71% 2028                               16,000  11,680     .10
Pindo Deli Finance Mauritius Ltd.:
 10.25% 2002                                                   11,000   7,287
 10.75% 2007                                                   24,450  15,465     .10
Packaging Corp. of America 9.625% 2009 (1)                     12,875  13,197     .06
Copamex Industrias, SA de CV, Series B, 11.375% 2004           13,450  12,004     .05
Kappa Beheer BV 10.625% 2009 (1)                                7,000   7,140     .03
Advance Agro Capital BV 13.00% 2007 (7)                         7,925   6,063     .03
Grupo Industrial Durango, SA de CV 12.00% 2001                  6,000   5,925     .03
Paperboard Industries International Inc. 8.375% 2007            5,500   5,087     .02
Indah Kiat Finance Mauritius Ltd.:
 11.875% 2002                                                     700     565
 10.00% 2007                                                    3,050   1,952     .01
                                                                     ------------------
                                                                      198,707     .86
                                                                     ------------------

Financial Services - 0.76%
GS Escrow Corp.:
 5.995% 2003 (7)                                               15,000  14,658
 7.125% 2005                                                   23,000  21,775     .16
Capital One Financial Corp. 7.125% 2008                        22,500  20,813     .09
BHP Finance Ltd. 6.75% 2013                                    20,000  18,438     .08
Newcourt Credit Group Inc.: (1)
 Series A, 7.125% 2003                                         12,500  12,232
 6.875% 2005                                                    5,000   4,784     .07
Providian National Bank 6.65% 2004                              4,000   3,840
Providian Financial Corp. 9.525% 2027 (1)                      10,000   9,162     .06
MBNA Corp., MBNA 6.75% 2008                                    12,500  11,719     .05
Toyota Motor Credit Corp. 6.00% 2003                           10,000   9,857     .04
AT&T Capital Corp. 6.60% 2005                                  10,000   9,511     .04
Wharf Capital International, Ltd. 8.875% 2004                   7,000   6,773     .03
Ford Capital BV 10.125% 2000                                    5,500   5,750     .02
DVI, Inc. 9.875% 2004                                           5,000   4,875     .02
General Electric Capital Corp. 8.875% 2009                      4,000   4,523     .02
Nebhelp Trust, Student Loan Interest Margin Security,           4,644   4,520     .02
 Series 1998-1, Class A, 6.68% 2016 (1)
Midland Bank PLC 5.75% Eurodollar Note (undated) (7)            5,000   3,935     .02
Amresco, Inc., Series 1998-A, 9.875% 2005                       5,000   3,750     .02
Green Tree Financial Corp. 6.50% 2002                           2,635   2,505     .01
AB Spintab 6.80% (undated) (1,7)                                1,500   1,449     .01
                                                                     ------------------
                                                                      174,869     .76
                                                                     ------------------

Transportation - 0.73%
Jet Equipment Trust: (1,9)
 Series 1994-A, Class B1, 10.91% 2006                           6,364   7,004
 Series 1995-B, 10.91% 2014                                     4,750   5,554
 Series 1995-B, Class A, 7.63% 2015                             3,634   3,607
 Series 1995-A, Class B, 8.64% 2015                            13,687  14,387
 Series 1995-B, Class C, 9.71% 2015                             5,500   5,931
 Series 1995-A, Class C, 10.69% 2015                            5,000   5,738     .18
Atlas Air, Inc. Pass-Through Trust, Series 1998-1,             32,825  30,401     .13
 Class A, 7.38% 2019 (9)
Continental Airlines, Inc.:
 9.50% 2001                                                     4,500   4,613
 pass-through certificates, Series 1996: (9)
  Class A, 6.94% 2015                                           8,375   8,185
  Class C, 9.50% 2015                                          12,097  12,745     .11
Airplanes Pass Through Trust, pass-through certificate,        22,480  21,592     .10
 Series 1, Class C, 8.15% 2019 (9)
USAir, Inc.:(9)
 Enhanced Equipment Note, Class C, 8.93% 2009                   7,354   7,409
 pass-through trust, Series 1993-A3, 10.375% 2013               9,000   9,485     .07
United Air Lines, Inc.:
 9.00% 2003                                                     8,000   8,463
 pass-through certificate, Series 1996-A2, 7.87% 2019 (9)       5,000   4,703     .06
Teekay Shipping Corp. 8.32% 2008                               10,820  10,333     .05
Delta Air Lines, Inc., pass-through certificate,                5,000   5,309     .02
 Series 1992-A2, 9.20% 2014 (9)
MC-Cuernavaca Trust 9.25% 2001 (1)                              3,703   2,891     .01
                                                                     ------------------
                                                                      168,350     .73
                                                                     ------------------

General Retailing & Merchandising - 0.72%
J.C. Penney Co., Inc.:
 7.95% 2017                                                    28,200  28,000
 7.625% (undated)                                               3,000   2,676     .13
Fred Meyer, Inc.:
 7.375% 2005                                                   21,000  20,923
 7.45% 2008                                                     4,000   4,010     .11
WestPoint Stevens Inc. 7.875% 2005                             18,000  17,505     .08
Stater Bros. Holdings Inc. 11.00% 2001                         16,000  16,240     .07
Boyds Collection, Ltd. 9.00% 2008 (1)                          14,621  14,329     .06
Sears, Roebuck and Co. 9.375% 2011                             12,310  13,918     .06
Salton/Maxim Housewares, Inc. 10.75% 2005                      12,625  13,256     .06
May Department Stores Co. 8.375% 2024                          10,000  10,451     .04
Federated Department Stores, Inc. 6.30% 2009                   10,000   9,245     .04
Philips Electronics NV 7.20% 2026                               6,000   5,971     .03
Randall's Food Markets, Inc. 9.375% 2007                        4,750   5,189     .02
Tultex Corp.:
 10.625% 2005                                                   7,040   2,675
 9.625% 2007                                                    4,194   1,594     .02
                                                                     ------------------
                                                                      165,982     .72
                                                                     ------------------

Leisure & Tourism - 0.64%
International Game Technology: (1)
 7.875% 2004                                                   16,000  15,440
 8.375% 2009                                                    7,750   7,479     .10
Horseshoe Gaming Holding Corp. 8.625% 2009 (1)                 21,500  20,748     .09
AMF Bowling Worldwide, Inc.:
 10.875% 2006                                                  17,155  13,896
 0%/12.25% 2006 (5)                                             6,437   3,991     .08
Mirage Resorts, Inc.:
 6.625% 2005                                                    3,000   2,832
 6.75% 2007                                                     5,000   4,593
 6.75% 2008                                                     5,000   4,575     .05
Florida Panthers Holdings, Inc. 9.875% 2009                    10,000   9,550     .04
Premier Parks Inc. 9.75% 2007                                   9,500   9,500     .04
Joseph E. Seagram & Sons, Inc. 6.625% 2005                      9,000   8,590     .04
Harrah's Operating Co., Inc. 7.875% 2005                        7,750   7,401     .03
Boyd Gaming Corp. 9.25% 2003                                    7,000   7,070     .03
Royal Caribbean Cruises Ltd. 7.00% 2007                         7,000   6,649     .03
Friendly Ice Cream Corp. 10.50% 2007                            6,515   5,896     .02
CKE Restaurants, Inc. 9.125% 2009                               5,000   4,650     .02
CapStar Hotel Co. 8.75% 2007                                    4,900   4,606     .02
Regal Cinemas, Inc. 9.50% 2008                                  5,000   4,500     .02
Carmike Cinemas, Inc. 9.375% 2009 (1)                           4,000   3,870     .02
KSL Recreation Group, Inc. 10.25% 2007                          1,250   1,269     .01
                                                                     ------------------
                                                                      147,105     .64
                                                                     ------------------

Multi-Industry - 0.43%
Hutchison Whampoa Finance (CI) Ltd., Series D,                 21,000  19,312     .08
 6.988% 2037 (1)
Reliance Industries Ltd.:
 8.25% 2027 (1)                                                10,000   8,908
 10.50% 2046 (1)                                                5,750   4,821
 Series B, 10.25% (undated)                                     5,000   3,975     .08
Pan Pacific Industrial Investments PLC 0% 2007 (1)             33,500  16,752     .07
Graham Packaging Co.:
 8.75% 2008                                                     8,475   7,967
 0%/10.75% 2009 (5)                                             8,000   5,240     .06
American Standard Inc. 8.25% 2009 (1)                          10,250  10,301     .05
Tekni-Plex, Inc. 9.25% 2008                                     8,000   7,880     .03
Sony Corp. 6.125% 2003                                          7,500   7,406     .03
Innova, S de RL 12.875% 2007                                    5,000   3,763     .02
Tenneco Inc. 8.075% 2002                                        2,000   2,051     .01
                                                                     ------------------
                                                                       98,376     .43
                                                                     ------------------

Industrial Components - 0.40%
Federal-Mogul Corp.:
 7.50% 2004                                                     6,860   6,610
 7.375% 2006 (1)                                               38,000  35,512
 7.75% 2006                                                    10,000   9,502
 7.50% 2009 (1)                                                24,000  22,116     .32
TRW Inc. 7.125% 2009 (1)                                       15,000  14,466     .06
BREED Technologies, Inc. 9.25% 2008                            29,500   2,950     .01
Westinghouse Air Brake Co. 9.375% 2005                          2,000   2,040     .01
                                                                     ------------------
                                                                       93,196     .40

                                                                     ------------------

Real Estate - 0.38%
Security Capital Group Inc. 7.15% 2007                         17,500  15,833     .07
FelCor Suites LP:
 7.375% 2004                                                   10,000   9,197
 7.625% 2007                                                    5,000   4,447     .06
ProLogis Trust 7.05% 2006                                      12,000  11,379     .05
EOP Operating LP:
 6.625% 2005                                                    5,250   5,001
 6.763% 2007                                                    6,550   6,149     .05
CarrAmerica Realty Corp. 6.625% 2000                           10,000   9,907     .04
Spieker Properties Inc.:
 7.125% 2006                                                    3,645   3,488
 7.50% 2027                                                     5,000   4,439     .04
ERP Operating LP:
 7.95% 2002                                                     3,750   3,819
 6.63% 2005                                                     1,400   1,331     .02
Omega Healthcare Investors, Inc. 6.95% 2002                     5,000   4,715     .02
Irvine Co. 7.46% 2006 (1,4)                                     5,000   4,698     .02
Beverly Finance Corp. 8.36% 2004 (1)                            2,500   2,583     .01
                                                                     ------------------
                                                                       86,986     .38
                                                                     ------------------

Utilities: Electric & Gas - 0.31%
Israel Electric Corp. Ltd.: (1)
 7.75% 2009                                                     6,000   5,898
 7.70% 2018                                                    22,500  20,329
 8.10% 2096                                                    11,905   9,982     .16
Edison Mission Energy 7.73% 2009 (1)                           10,000  10,055     .04
Tennessee Gas Pipeline Co. 7.625% 2037                         10,000   9,538     .04
Williams Holdings of Delaware, Inc. 6.50% 2008                 10,000   9,259     .04
Transener SA 9.25% 2008 (1)                                     7,500   6,122     .03
                                                                     ------------------
                                                                       71,183     .31
                                                                     ------------------

Electronic Components - 0.29%
Hyundai Semiconductor America, Inc.: (1)
 8.25% 2004                                                     5,650   4,861
 8.625% 2007                                                   20,000  15,813     .09
Zilog, Inc. 9.50% 2005                                         17,000  15,640     .07
Fairchild Semiconductor Corp. 10.375% 2007 (1)                 16,000  15,520     .07
Flextronics International Ltd. 8.75% 2007                       9,000   8,955     .04
Advanced Micro Devices, Inc. 11.00% 2003                        5,000   4,850     .02
                                                                     ------------------
                                                                       65,639     .29
                                                                     ------------------

Metals: Steel & Nonferrous - 0.25%
Doe Run Resources Corp., Series B, 11.25% 2005                 31,000  28,210     .12
Freeport-McMoRan Copper & Gold Inc.:
 7.50% 2006                                                     9,500   7,048
 7.20% 2026                                                    16,000  11,931     .08
Kaiser Aluminum & Chemical Corp. 12.75% 2003                    8,000   8,080     .04
Inco Ltd. 9.60% 2022                                            2,625   2,547     .01
                                                                     ------------------
                                                                       57,816     .25
                                                                     ------------------

Food Retailing: Food Products & Beverages - 0.19%
New World Pasta Co. 9.25% 2009 (1)                              9,750   9,360     .04
Home Products International, Inc. 9.625% 2008                  10,500   9,345     .04
Canandaigua Wine Co., Inc.:
 8.75% 2003                                                     5,000   4,925
 Series C, 8.75% 2003                                           3,250   3,218     .04
Gruma, SA de CV 7.625% 2007                                     7,750   7,033     .03
Nabisco, Inc. 6.375% 2035 (7)                                   5,000   4,742     .02
Delta Beverage Group, Inc. 9.75% 2003                           3,435   3,538     .02
DGS International Finance Co. BV:
 10.00% 2007 (1)                                                1,250     903
 10.00% 2007                                                      275     199     .00
                                                                     ------------------
                                                                       43,263     .19
                                                                     ------------------

Miscellaneous Materials & Commodities - 0.19%
Owens-Illinois, Inc.:
 7.85% 2004                                                     6,000   5,971
 7.15% 2005                                                    11,000  10,511
 8.10% 2007                                                     5,750   5,682     .10
Printpack, Inc. 10.625% 2006                                   20,270  19,510     .08
Anchor Glass Container Corp. 11.25% 2005                        1,000   1,035     .01
                                                                     ------------------
                                                                       42,709     .19
                                                                     ------------------

Other Industries - 0.13%
SCG Holding Corp. Semiconductor Components Industries,         10,500  10,553     .05
 LLC 12.00% 2009 (1)
Ford Motor Co. 7.45% 2031                                      10,000   9,765     .04
Jefferson-Pilot Corp. 8.14% 2046 (1)                            5,000   4,777     .02
Huntsman Corp. 8.873% 2007 (1,7)                                5,000   4,425     .02
                                                                     ------------------
                                                                       29,520     .13
                                                                     ------------------

Collateralized Mortgage/Asset-Backed Obligations (9)
   (excluding those issued by federal agencies) - 3.45%
Gramercy Place Insurance Ltd., Series 1998-A, Class C-2,       52,500  52,327     .23
 8.95% 2002 (1)
PP&L Transition Bond Co. LLC, Series 1999-1,                   45,100  45,016     .20
 Class A-8, 7.15% 2009
Collateralized Mortgage Obligation Trust, Series 63,           42,299  43,845     .19
 Class Z, 9.00% 2020
Green Tree Financial Corp., pass-through certificates:
 Series 1994-A, Class NIM, 6.90% 2004                           1,737   1,730
 Series 1995-A, Class NIM, 7.25% 2005                           2,099   2,079
 Series 1993-2, Class B, 8.00%  2018                           14,000  12,858
 Series 1995-4, Class B2, 7.70% 2025                            1,900   1,401
 Series 1995-1, Class B2, 9.20% 2025                            5,500   4,769
 Series 1995-9, Class A-5, 6.80% 2027                           4,000   3,994
 Series 1996-2, Class B2, 7.90% 2027                            3,500   2,597
 Series 1996-10, Class A-6, 7.30% 2028                          3,000   2,897
 Series 1998-4, Class B2, 8.11% 2028                            6,650   5,154     .18
 Series 1998-3, Class B2, 8.07% 2030                            5,000   3,863
G3 Mortgage Reinsurance Ltd., Series 1: (1,7)
 Class A, 6.164% 2008                                          10,500  10,147
 Class B, 6.464% 2008                                           9,000   8,702
 Class C, 8.014% 2008                                          10,000   9,016
 Class D, 11.664% 2008                                         11,000  10,028     .16
Merrill Lynch Mortgage Investors, Inc.:
 Seller Manufactured Housing Contract, Series 1995-C2,         13,449  13,492
 Class A-1, 6.973% 2021 (7)
 Series 1995-C3, Class A-3, 7.059% 2025 (7)                    10,000   9,910
 Series 1998-C3, Class A1, 5.65% 2030                           4,820   4,588
 Mortgage Pass-Through Certificates: (7)
  Series 1996-C2, Class A-1, 6.69% 2028                         2,678   2,679
  Series 1998-C3, Class E, 6.976% 2030                          7,980   6,574     .16
CS First Boston Inc.:
 Finance Co. Ltd., Series 1995-A, 5.969% 2005 (1,7)            11,375   9,783
 Series 1998-FL1, Class E, 6.07% 2013 (1,7)                    10,000   9,878
 Mortgage Securities Corp., Series 1998-C1, Class A-1A,        13,884  13,520     .14
 6.26% 2040
First USA Credit Card Master Trust:
 Series 1999-1, Class C, 6.42% 2006 (1)                         7,500   7,252
 Class A, Floating Rate Asset-Backed Certificates: (1,7)
  Series 1998-7, 5.78% 2004                                    13,000  12,953
  Series 1998-8, 6.08% 2008                                     5,652   5,623
  Series 1997-4, 6.00% 2010                                     6,500   6,399     .14
GMAC Commercial Mortgage Securities, Inc.:
 Series 1997-C2, Class E, 7.624% 2011                          20,750  18,006
 Series 1999-C1:(7)
  Class D, 6.865% 2033                                          7,000   6,529
  Class E, 6.865% 2033                                          4,015   3,453     .12
DLJ Mortgage Acceptance Corp.:
 Series 1997-CF1, Class A1A, 7.40% 2006 (1)                     6,343   6,422
 Series 1996-CF2, Class A1A, 6.86% 2021 (1)                     4,803   4,822
 Series 1998-CF2, Class A1B, 6.24% 2031                        15,000  14,008     .11
MBNA Master Credit Card Trust: (1)
 Series 1999-D, Class B, 6.95%  2008                            4,700   4,540
 Series 1998-E, Class C, 6.60% 2010                            22,500  20,644     .11
SMA Finance Co., Inc., Series 1998-C1, Class A1, 6.27% 2005    24,864  24,465     .11
Commercial Mortgage Acceptance Corp.:
 Series 1998-C2, Class A-1, 5.80% 2006                         12,878  12,438
 Series 1998-C1, Class A-1, 6.23% 2007                          6,056   5,887     .08
First Union-Lehman Brothers Bank of America Commercial         18,794  18,259     .08
 Mortgage Trust, Commercial Mortgage Pass-Through
 Certificate, Series 1998-C2, 6.28% 2035
GS Mortgage Securities Corp. II, Mortgage Pass-Through         20,000  17,971     .08
 Certificate, Series 1998-C1, Class D, 7.243% 2030 (7)
L.A. Arena Funding, LLC, Series 1, Class A, 7.656% 2026 (1)    18,250  17,091     .07
Morgan Stanley Capital I, Inc.:
 Series 1995-GAL1, Class A-2, 7.50% 2027 (1)                    7,500   7,666
 Series 1998-WF2, Class A-1, 6.75% 2030 (7)                     9,318   9,034     .07
Acominas Overseas Ltd. 8.309% 2022 (1,7)                       17,800  13,993     .06
Residential Reinsurance Ltd. 8.711% 2000 (1,7)                 14,000  13,860     .06
ComEd Transitional Funding Trust, Transitional Funding
 Trust Notes, Series 1998:
 Class A-5, 5.44% 2007                                          9,250   8,743
 Class A-6, 5.63% 2009                                          5,500   5,082     .06
Chase Commercial Mortgage Securities Corp., Series 1998-1,     13,835  13,567     .06
 Class A1, 6.34% 2030
Ford Credit Auto Owner Trust:
 Series 1998-B, Class C, 6.40% 2002                            10,000   9,838
 Series 1999-B, Class C, 6.65% 2003                             3,000   2,966     .06
Structured Asset Securities Corp., pass-through
 certificates: (7)
 Series 1998-RF2, Class A, 8.564% 2022 (1)                      2,430   2,482
 Series 1998-RF1, Class A, 8.689% 2027 (1)                      1,926   1,974
 Series 1999-BC1, Class M2, 6.393% 2029                         7,500   7,513     .05
First Consumer Master Trust, Series 1999-A, Class A,           12,500  11,865     .05
 5.80% 2005 (1)
Trinity Re, Ltd. 9.745% 2000 (1,7)                             12,000  11,730     .05
FIRSTPLUS Home Loan Owner Trust, Series 1997-1,                10,000   9,971     .04
 Class A-6, 6.95% 2015
Team Fleet Financing Corp.: (1)
 Series 1999-2A, Class D, 6.314% 2002 (7)                       3,000   2,994
 Series 1999-3A, Class D, 7.60% 2003                            7,000   6,964     .04
Green Tree Recreational, Equipment & Consumer Trust,           10,000   9,927     .04
 Series 1999-A, Class A-6, 6.84% 2029
Resolution Trust Corp.:
 Series 1992-CHF, Class E, 8.25% 2020                             865     863
 Series 1993-C1:
  Class D, 9.45% 2024                                           5,538   5,520
  Class E, 9.50% 2024                                             162     162
 Series 1993-C2:
  Class C, 8.00% 2025                                             505     503
  Class D, 8.50% 2025                                           2,459   2,452     .04
Freddie Mac Loan Receivables Trust, Series 1998-A,             10,100   9,489     .04
 Class A3, 6.69% 2020 (1)
Capital One Secured Note Trust, Series 1999-2, 5.78% 2005       6,250   6,206
Capital One Master Trust, Series 1991-1, Class C, 6.60%         2,500   2,430     .04
 2007 (1)
First Nationwide, Series 1999-2, Class 1PA1, 6.50% 2029         8,743   8,366     .04
Fleet Credit Card Master Trust II, Series 1999-A, Class C       8,000   8,008     .03
 Floating Rate Asset Backed Interests, 5.475% 2004 (1,7)
H.S. Receivables Corp., Series 1999-1, Class A, 8.13%           7,500   7,575     .03
 2004 (1)
PNC Mortgage Securities Corp., Series 1998-10, Class 1-B1,      6,942   6,421     .03
 6.50% 2028 (1)
GE Capital Mortgage Services, Inc., Series 1994-9, Class A9     6,864   6,396     .03
 6.50% 2024
Bear Stearns Commercial Mortgage Securities Inc., Series       89,481   6,210     .03
 1999-C1, Class X, interest only, 1.054% 2031 (7)
First Union Commercial Mortgage Trust, Series 1999-C1,          7,000   6,039     .03
 Class E, 6.973% 2035 (7)
Chase Manhattan Credit Card Master Trust, Series 1997-5,        5,585   5,498     .02
 Class A, 6.194% 2005
Standard Credit Card Master Trust I, Series 1994-2A,            5,000   5,022     .02
 Class A, 7.25% 2008
EQCC Home Equity Loan Trust, Asset Backed Certificates,         5,000   4,983     .02
 Series 1999-3, Class A-3F, 7.067% 2025
Metris Master Trust, Series 1998-1A, Class C, 6.03%             5,000   4,807     .02
 2005 (1,7)
Nationslink Funding Corp., Series 1999-1, Class D,              5,000   4,676     .02
 7.10% 2031
Government Lease Trust Series 1999-C1A, Class B3,               6,687   4,584     .02
 4.00% 2011 (1)
Deutsche Mortgage & Asset Receiving Corp., Series 1998-C1,      4,634   4,455     .02
 Class A-1,  6.22% 2031
Metropolitan Asset Funding, Inc., Series 1998-A, Class B1,      4,669   4,447     .02
 7.728% 2014 (1,7)
UCFC Acceptance Corp., Series 1996-D1, Class A-4,               4,250   4,262     .02
 6.776% 2016
Mosaic Re II, Ltd., Class B, 14.185% 2000 (1,7)                 4,000   3,992     .02
Money Store Trust, Asset-Backed Certificate, Series 1997-D,     3,844   3,837     .02
 6.345% 2021
Residential Funding Mortgage Securities I, Inc., Series         3,965   3,747     .02
 1998-S17, Class M-1, 6.75% 2028
Grupo Financiero Banamex Accival, SA de CV 0% 2002              3,944   3,527     .02
Financial Asset Securitization, Inc., Series 1997-NAM1,         2,540   2,553     .01
 Class B1, 7.75% 2027
Chase Manhattan Bank, NA, Series 1993-I, Class 2A5,             2,499   2,507     .01
 7.25% 2024
Rental Car Finance Corp., Series 1999-1A, Class D,              2,500   2,403     .01
 7.10% 2007 (1)
Domestic Inc. 8.686% 2002 (1,7)                                 2,000   2,010     .01
Chevy Chase Master Credit Card Trust II, Series 1996-C,         2,000   1,987     .01
 Class A,  5.32% 2007 (7)
                                                                     ------------------
                                                                      793,715    3.45
                                                                     ------------------

Federal Agency Obligations: Mortgage Pass-Throughs (9) 1.93%
Government National Mortgage Assn.:
 5.50% 2028                                                     3,011   2,673
 6.00% 2028-2029                                              142,488 131,310
 6.50% 2028                                                    27,072  25,702
 7.00% 2008-2030                                               53,696  52,364
 7.50% 2017-2026                                               29,849  29,893
 8.00% 2017-2023                                               14,974  15,294
 8.50% 2017-2029                                               14,821  15,452
 9.00% 2018-2025                                                5,379   5,711
 9.50% 2009-2021                                                7,836   8,415
 10.00% 2016-2019                                                 681     744
 10.50% 2019                                                       53      58    1.25
Fannie Mae:
 5.50% 2028                                                     9,873   8,847
 5.745% 2028 (7)                                                7,535   7,391
 6.00% 2013                                                    10,316   9,868
 6.50% 2013-2028                                               11,747  11,337
 7.00% 2012                                                     7,079   7,055
 7.50% 2007-2027                                               21,857  22,002
 8.00% 2009-2024                                                5,832   5,970
 8.50% 2014-2025                                                4,677   4,857
 9.00% 2008-2025                                                5,151   5,440
 9.50% 2022                                                     4,507   4,795
 10.00% 2005-2025                                              12,691  13,712
 12.50% 2019                                                      911   1,052
 13.00% 2015                                                    2,326   2,722
 15.00% 2028                                                      870   1,036     .46
Freddie Mac:
 5.125% 2008                                                   25,000  22,293
 6.00% 2014                                                    12,386  11,859
 8.50% 2008-2020                                                9,623   9,971
 9.00% 2007-2021                                                5,375   5,600
 10.00% 2019                                                      119     128
 11.50% 2000                                                        4       4     .22
                                                                     ------------------
                                                                      443,555    1.93
                                                                     ------------------

Federal Agency Obligations: Collateralized Mortgage
 Obligations (9) - 0.10%
Fannie Mae:
 Series 1991-78, Class PK, 8.50% 2020                             452     452
 Series 1994-4, Class ZA, 6.50% 2024                            5,599   5,155
 Series 1996-4, Class ZA, 6.50% 2022                            6,611   6,270
 Series 1997-28, Class C, 7.00% 2027                            5,000   4,869     .07
Freddie Mac:
 Series 178, Class Z, 9.25% 2021                                1,993   2,076
 Series 1673, Class SA, 5.839% 2024 (7,10)                      6,000   4,363     .03
                                                                     ------------------
                                                                       23,185     .10
                                                                     ------------------

Other Federal Agency Obligations - 0.12%
Fannie Mae, Medium-Term Note 6.75% 2028                        30,000  26,841     .12
                                                                     ------------------

Governments & Governmental Authorities (excluding U.S.)
- -1.19%
Brazil (Federal Republic of):
 Debt Conversion Bond, Series L, 5.938% 2012 (7)                3,750   2,227
 Debt Conversion Bond, Bearer, Series L, 5.938% 2012 (7)        5,000   2,969
 Bearer 8.00% 2014                                            135,246  83,007     .38
Argentina (Republic of):
 Eurobond, Series L, 5.938% 2005 (7)                            2,093   1,741
 9.75% 2027                                                    10,000   7,475
 11.00% 2006                                                   31,635  28,867
 11.375% 2017                                                  13,400  11,290
 11.75% 2009                                                    1,730   1,529     .22
United Mexican States Government Eurobonds:
 Series C, 0% 2003 (4)                                          2,307       0
 Global:
  11.375% 2016                                                  9,000   9,315
  11.50% 2026                                                  19,000  20,378
 Units, Series C, 5.874% 2019 (7)                               1,500   1,226     .13
Panama (Republic of):
 Past Due Interest Eurobond 6.50% 2016 (7)                        540     384
 8.875% 2027                                                   21,500  17,415
 9.375% 2029                                                    5,000   4,650     .10
Philippines (Republic of):
 8.875% 2008                                                   12,250  11,990
 9.875% 2019                                                   10,750  10,441     .10
Turkey (Republic of) 12.375% 2009                              11,750  11,823     .05
Korea (Republic of) 8.875% 2008                                11,000  11,286     .05
Venezuela (Republic of):
 Eurobond 6.313% 2007 (7)                                      13,964  10,299
 9.25% 2027                                                     1,150     725     .05
Ontario (Province of) 5.50% 2008                               10,000   9,066     .04
Poland (Republic of), Past Due Interest Bond, Bearer            9,000   7,970     .03
 5.00% 2014 (7)
Mendoza (Province of) 10.00% 2007 (1)                           9,500   6,080     .03
Bulgaria (Republic of), Front-Loaded Interest Reduction         2,500   1,530     .01
 Bond 2.75% 2012 (7)
Peru (Republic of):(7)
 Front-Loaded Interest Reduction Eurobond 3.75% 2017              250     136
 Past Due Interest Eurobond 4.50% 2017                          1,250     769     .00
                                                                     ------------------
                                                                      274,588    1.19
                                                                     ------------------

U.S. Treasury Obligations - 3.53%
 8.75% August 2000                                             22,500  23,245     .10
 7.75% February 2001                                           13,000  13,412     .06
 5.875% November 2001                                          12,590  12,641     .05
 6.25% August 2002                                             50,000  50,617     .22
 7.25% May 2004                                                83,630  88,204     .38
 7.25% August 2004                                            100,000 105,641     .46
 11.625% November 2004                                         43,500  54,382     .24
 7.50% February 2005                                           80,860  86,469     .38
 6.50% May 2005                                                10,000  10,238     .04
 7.00% July 2006                                               18,293  19,225     .08
 6.125% August 2007                                             1,465   1,469     .01
 3.625% January 2008 (7,11)                                    51,438  49,927     .22
 10.00% May 2010                                               18,000  21,282     .09
 7.50% November 2016                                           17,000  18,958     .08
 8.875% August 2017                                            73,575  92,923     .40
 7.875% February 2021                                           7,500   8,801     .04
 7.125% February 2023                                          65,250  71,387     .31
 6.50% November 2026                                           70,000  71,772     .31
 0% November 2027                                              21,530   3,839     .02
 5.25% February 2029                                           10,000   8,831     .04
                                                                     ------------------
                                                                      813,263    3.53
                                                                     ------------------

TOTAL BONDS & NOTES (cost: $6,691,309,000)                           6,400,64   27.82

Short-Term Securities
- --------------------------------------------

Corporate Short-Term Notes - 6.41%
BellSouth Telecommunications, Inc. 4.90%-5.30% due             92,800  91,823     .40
 8/2/1999-1/27/2000 (1)
Ford Motor Credit Co. 5.00%-5.13% due 9/2-10/19/1999           87,100  86,200     .37
E.I. du Pont de Nemours and Co. 4.89%-5.30% due                84,900  83,186     .36
 8/18/1999-2/2/2000
Lucent Technologies Inc. 4.88%-5.08% due 8/5-9/23/1999         80,700  80,453     .35
Archer Daniels Midland Co. 4.84%-5.36% due 8/20/1999-2/10/2    80,300  79,257     .34
Procter & Gamble Co. 5.08%-5.30% due 8/30/1999-1/19/2000       79,700  78,348     .34
IBM Credit Corp. 4.80%-5.01% due 8/11-8/19/1999                75,000  74,847     .33
Coca-Cola Co. 5.00%-5.29% due 9/28/1999-2/1/2000               75,500  73,887     .32
Merck & Co. Inc. 5.29%-5.34% due 2/2/1999-2/4/2000             75,000  72,861     .32
Associates First Capital Corp. 4.84%-4.96% due 8/31-9/20/19    65,000  64,672     .28
International Lease Finance Corp. 5.09%-5.10% due              65,000  64,289     .28
 10/8-10/22/1999
H.J. Heinz Co. 5.15%-5.34% due 8/23/1999-1/28/2000             60,200  59,200     .26
Ciesco L.P. 4.90%-5.02% due 8/4-8/17/1999                      54,950  54,873     .24
Eastman Kodak Co. 4.78%-5.05% due 8/10-9/24/1999               54,020  53,793     .23
Fortune Brands Inc. 5.00%-5.12% due 8/3-10/8/1999 (1)          52,000  51,622     .22
Monsanto Co. 4.93%-5.15% due 9/17-11/5/1999                    50,000  49,472     .21
Johnson & Johnson 4.78%-5.30% due 10/4/1999-1/25/2000 (1)      47,425  46,602     .20
General Electric Capital Corp. 5.10%-5.51% due                 46,300  45,368     .20
 8/2/1999-1/31/2000
American Home Products Corp. 4.79%-5.37% due                   45,100  44,417     .19
 8/3/1999-1/26/2000 (1)
General Motors Acceptance Corp. 4.89%-5.12% due 8/3-10/15/1    42,900  42,652     .19
Warner-Lambert Co. 4.83% due 8/25/1999 (1)                     40,000  39,858     .17
National Rural Utilities Cooperative Finance Corp.             38,500  38,247     .17
 4.78%-5.09% due 8/27-10/4/1999
Household Finance Corp. 5.02% due 8/23/1999                    36,400  36,283     .16
Minnesota Mining and Manufacturing Co. 5.00%-5.05%             23,423  23,335     .10
 due 8/26-8/27/1999
Gillette Co. 4.87%-5.00% due 8/3-8/4/1999 (1)                  22,900  22,889     .10
Schering Corp. 4.87% due 8/31/1999                             18,000  17,921     .08
                                                                     ------------------
                                                                     1,476,35    6.41
                                                                     ------------------

Federal Agency Short-Term Obligations - 5.03%

Freddie Mac 4.73%-5.21% due 8/9/1999-2/3/2000                 664,900 659,847    2.87
Fannie Mae 4.691%-5.00% due 8/5-12/3/1999                     462,390 459,034    2.00
Federal Home Loan Banks 4.81%-5.22% due 11/19/1999-1/21/200    38,600  37,739     .16
                                                                     ------------------
                                                                     1,156,62    5.03
                                                                     ------------------

Other Federal Agency Short-Term Obligations - 0.22%
Sallie Mae 5.063% due 10/21/1999 (7)                           50,000  49,980     .22
                                                                     ------------------

TOTAL SHORT-TERM SECURITIES (cost: $2,683,797,000)                   2,682,95   11.66
                                                                     ------------------
TOTAL INVESTMENT SECURITIES (cost: $20,846,345,000)                  23,123,7  100.49

Excess of payables over cash and receivables                           111,87     .49
                                                                     ------------------
NET ASSETS                                                           23,011,8  100.00
                                                                     ------------------
                                                                     ------------------

1. Purchased in a private placement transaction; resale to
   the public may require registration or sale only to
   qualified institutional buyers.
2. The fund owns 5.42% and 7.41% of the outstanding voting
   securities of Equitable Resources and Ohio Casualty,
   respectively, and thus,is considered an affiliate as
   defined in the Investment Company Act of 1940.
3. Non-income-producing security.
4. Valued under procedures established by the Board of
   Directors.
5. Step Bond; coupon rate will increase at a later date.
6. Payment in kind; the issuer has the option of paying in
   additional securities in lieu of cash.
7. Coupon rate may change periodically.
8. Company not making interest payments; bankruptcy proceedings
   pending.
9. Pass-through securities backed by a pool of mortgages or
   other loans on which principal payments are periodically
   made. Therefore, the effective maturities are shorter than
   the stated maturities.
10. Inverse floater, which is a floating rate note whose
   interest rate moves in the opposite direction of prevailing
   interest rates.
11. Index-linked bond whose principal amount moves with a
    government retail price index.

See Notes to Financial Statements

ADR = American Depositary Receipts

</TABLE>

<TABLE>
The Income Fund of America
Financial Statements
<S>                                       <C>                  <C>
- -----------------------------------------            ---------    ---------
Statement of Assets and Liabilities                             (dollars in
at July 31, 1999                                                 thousands)
- -----------------------------------------            ---------    ---------
Assets:
Investment securities at market
 (cost: $20,846,345)                                            $23,123,707
Cash                                                                 16,467
Receivables for-
 Sales of investments                                 $ 22,222
 Sales of fund's shares                                 24,360
 Dividends and accrued interest                        166,476      213,058
                                                     ---------    ---------
                                                                 23,353,232
Liabilities:
Payables for-
 Purchases of investments                              298,523
 Repurchases of fund's shares                           28,226
 Management services                                     5,304
 Accrued expenses                                        9,349      341,402
                                                     ---------    ---------
Net Assets at July 31, 1999-
 Equivalent to $17.51 per share on
 1,314,463,728 shares of $1 par value
 capital stock outstanding (authorized
 capital stock--1,600,000,000 shares)                           $23,011,830
                                                               ============


- -----------------------------------------            ---------    ---------
Statement of Operations                                         (dollars in
for the year ended July 31, 1999                                 thousands)
- -----------------------------------------            ---------    ---------
Investment Income:
Income:
 Dividends                                            $506,236
 Interest                                              746,740   $1,252,976
                                                     ---------
Expenses:
 Management services fee                                63,389
 Distribution expenses                                  52,738
 Transfer agent fee                                     10,901
 Reports to shareholders                                   670
 Registration statement and
  prospectus                                             1,495
 Postage, stationery and supplies                        2,019
 Directors' fees                                           178
 Auditing and legal fees                                    71
 Custodian fee                                             961
 Taxes other than federal income tax                        10
 Other expenses                                            123      132,555
                                                     ---------    ---------
 Net investment income                                            1,120,421
                                                                  ---------
Realized Gain and Unrealized
 Appreciation on Investments:
 Net realized gain                                                1,485,110
 Net change in unrealized appreciation on
  investments                                                      (912,310)
                                                                  ---------
  Net realized gain and change in unrealized
   appreciation on investments                                      572,800
                                                                  ---------
Net Increase in Net Assets Resulting
 From Operations                                                 $1,693,221
                                                               ============
- -----------------------------------------            ---------    ---------
                                                                (dollars in
Statement of Changes in Net Assets                               thousands)
- -----------------------------------------            ---------    ---------
                                                             Year ended July 31
                                                           1999         1998
                                                     ---------    ---------
Operations:
Net investment income                              $ 1,120,421  $   981,936
Net realized gain on investments                     1,485,110    1,220,942
Net change in unrealized appreciation
 on investments                                       (912,310)     (34,156)
                                                     ---------    ---------
 Net increase in net assets
  resulting from operations                          1,693,221    2,168,722
                                                     ---------    ---------
Dividends and Distributions
 Paid to Shareholders:
Dividends from net investment income                (1,109,089)    (922,159)
Distributions from net realized
 gain on investments                                (1,454,557)  (1,524,937)
                                                     ---------    ---------
 Total dividends and distributions                  (2,563,646)  (2,447,096)
                                                     ---------    ---------
Capital Share Transactions:
Proceeds from shares sold:
 172,804,800 and 205,557,632
 shares, respectively                                3,038,713    3,777,990
Proceeds from shares issued in
 reinvestment of net investment
 income dividends and distributions of
 net realized gain on investments:
 134,016,601 and 122,751,251
 shares, respectively                                2,310,634    2,182,454
Cost of shares repurchased:
 203,714,499 and 129,064,287
 shares, respectively                               (3,580,068)  (2,383,307)
                                                     ---------    ---------
 Net increase in net assets
  resulting from capital share
  transactions                                       1,769,279    3,577,137
                                                     ---------    ---------
Total Increase in Net Assets                           898,854    3,298,763

Net Assets:
Beginning of year                                   22,112,976   18,814,213
                                                     ---------    ---------
End of year (including undistributed
 net investment income: $211,028
 and $198,455, respectively)                       $23,011,830  $22,112,976
                                                   ===========  ===========




See Notes to Financial Statements

</TABLE>

                    Income Fund of America
                 Notes to Financial Statements
                   Year ended July 31, 1999

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - The Income Fund of America, Inc. (the "fund") is registered
under the Investment Company Act of 1940 as an open-end, diversified management
investment company. The fund seeks current income while secondarily striving
for capital growth through investments in stocks and fixed-income securities.

SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared
in conformity with generally accepted accounting principles which require
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements.  Actual results could differ from
those estimates. The following is a summary of the significant accounting
policies consistently followed by the fund in the preparation of its financial
statements:

     SECURITY VALUATION - Equity securities, including depositary receipts, are
valued at the last reported sale price on the exchange or market on which such
securities are traded, as of the close of business on the day the securities
are being valued or, lacking any sales, at the last available bid price.  In
cases where equity securities are traded on more than one exchange, the
securities are valued on the exchange or market determined by the investment
adviser to be the broadest and most representative market, which may be either
a securities exchange or the over-the-counter market. Fixed-income securities
are valued at prices obtained from a pricing service, when such prices are
available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued at the mean quoted bid and
asked prices or at prices for securities of comparable maturity, quality, and
type. The ability of the issuers of the debt securities held by the fund to
meet their obligations may be affected by economic developments in a specific
industry, state or region. Short-term securities maturing within 60 days are
valued at amortized cost, which approximates market value. Securities and
assets for which representative market quotations are not readily available are
valued at fair value as determined in good faith by a committee appointed by
the Board of Directors.

     NON-U.S. CURRENCY TRANSLATION - Assets and liabilities initially expressed
in terms of non-U.S. currencies are translated into U.S. dollars at the
prevailing market rates at the end of the reporting period.  Purchases and
sales of securities and income and expenses are translated into U.S. dollars at
the prevailing market rates on the dates of such transactions.  The effects of
changes in non-U.S. currency exchange rates on investment securities and other
assets and liabilities are included with the net realized and unrealized gain
or loss on investment securities.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security
transactions are accounted for as of the trade date. Realized gains and losses
from securities transactions are determined based on specific identified cost.
In the event securities are purchased on a delayed delivery or "when-issued"
basis, the fund will instruct the custodian to segregate liquid assets
sufficient to meet its payment obligations in these transactions.  Dividend
income is recognized on the ex-dividend date, and interest income is recognized
on an accrual basis. Market discounts, premiums, and original issue discounts
on securities purchased are amortized daily over the expected life of the
security.

     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions
paid to shareholders are recorded on the ex-dividend date.

2.   NON-U.S. INVESTMENTS

     INVESTMENT RISK - Investments in securities of non-U.S. issuers in certain
countries involve special investment risks. These risks may include, but are
not limited to, investment and repatriation restrictions, revaluation of
currencies, adverse political, social, and economic developments, government
involvement in the private sector, limited and less reliable investor
information, lack of liquidity, certain local tax law considerations, and
limited regulation of the securities markets.

     TAXATION - Dividend and interest income is recorded net of non-U.S. taxes
paid. For the year ended July 31, 1999, such non-U.S. taxes were $6,896,000.

     CURRENCY GAINS AND LOSSES - Net realized currency gains on dividends,
interest, withholding taxes reclaimable, and other receivables and payables, on
a book basis, were $37,000.

3.   FEDERAL INCOME TAXATION

     The fund complies with the requirements of the Internal Revenue Code
applicable to regulated investment companies and intends to distribute all of
its net taxable income and net capital gains for the fiscal year.  As a
regulated investment company, the fund is not subject to income taxes if such
distributions are made.  Required distributions are determined on a tax basis
and may differ from net investment income and net realized gains for financial
reporting purposes.  In addition, the fiscal year in which amounts are
distributed may differ from the year in which the net investment income and net
realized gains are recorded by the fund.

     As of July 31, 1999, net unrealized appreciation on investments for
federal income tax purposes aggregated $2,277,405,000, of which $3,176,209,000
related to appreciated securities and $898,804,000 related to depreciated
securities. During the year ended July 31, 1999, the fund realized, on a tax
basis, a net capital gain of $1,483,870,000 on securities transactions.

     Net gains related to non-U.S. currency and other transactions of
$1,240,000 were treated as an adjustment to ordinary income for federal income
tax purposes. The cost of portfolio securities for federal income tax purposes
was $20,846,302,000 at July 31, 1999.

4.   FEES AND TRANSACTIONS WITH RELATED PARTIES

     INVESTMENT ADVISORY FEE - The fee of $63,389,000 for management services
was incurred pursuant to an agreement with Capital Research and Management
Company (CRMC), with which certain officers and Directors of the fund are
affiliated. The Investment Advisory and Service Agreement in effect through
December 31, 1998 provided for monthly fees, accrued daily, based on an annual
rate of 0.24% of the first $1 billion of average net assets; 0.20% of such
assets in excess of $1 billion but not exceeding $2 billion; 0.18% of such
assets in excess of $2 billion but not exceeding $3 billion; 0.165% of such
assets in excess of $3 billion but not exceeding $5 billion; 0.155% of such
assets in excess of $5 billion but not exceeding $8 billion; 0.15% of such
assets in excess of $8 billion but not exceeding $13 billion; 0.145% of such
assets in excess of $13 billion but not exceeding $21 billion; and 0.14% of
such assets in excess of $21 billion; plus 2.25% of monthly gross investment
income. The Board of Directors approved an amended agreement effective January
1, 1999, reducing the fees to 0.25% of the first $500 million of average net
assets; 0.23% of such assets in excess of $500 million but not exceeding $1
billion; 0.21% of such assets in excess of $1 billion but not exceeding $1.5
billion; 0.19% of such assets in excess of $1.5 billion but not exceeding $2.5
billion; 0.17% of such assets in excess of $2.5 billion but not exceeding $4
billion; 0.16% of such assets in excess of $4 billion but not exceeding $6.5
billion; 0.15% of such assets in excess of $6.5 billion but not exceeding $10.5
billion; 0.145% of such assets in excess of $10.5 billion but not exceeding $17
billion; 0.14% of such assets in excess of $17 billion but not exceeding $27.5
billion; and 0.135% of such assets in excess of $27.5 billion; plus 2.25% of
monthly gross investment income.

     DISTRIBUTION EXPENSES - Pursuant to a Plan of Distribution, the fund may
expend up to 0.25% of its average net assets annually for any activities
primarily intended to result in sales of fund shares, provided the categories
of expenses for which reimbursement is made are approved by the fund's Board of
Directors. Fund expenses under the Plan include payments to dealers to
compensate them for their selling and servicing efforts. During the year ended
July 31, 1999, distribution expenses under the Plan were $52,738,000. As of
July 31, 1999, accrued and unpaid distribution expenses were $8,531,000.

     American Funds Distributors, Inc. (AFD), the principal underwriter of the
fund's shares, received $12,692,000 (after allowances to dealers) as its
portion of the sales charges paid by purchasers of the fund's shares. Such
sales charges are not an expense of the fund and, hence, are not reflected in
the accompanying statement of operations.

     TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer
agent for the fund, was paid a fee of $10,901,000.

     DEFERRED DIRECTORS'FEES - Directors who are unaffiliated with CRMC may
elect to defer part or all of the fees earned for services as members of the
Board. Amounts deferred are not funded and are general unsecured liabilities of
the fund. As of July 31, 1999, aggregate deferred amounts and earnings thereon
since the deferred compensation plan's adoption (1993), net of any payments to
Directors, were $663,000.

  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.

5. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
 The fund made purchases and sales of investment securities, excluding
short-term securities, of $9,303,782,000 and $8,651,694,000, respectively,
during the year ended July 31, 1999.

 As of July 31, 1999, accumulated undistributed net realized gain on
investments was $1,038,911,000 and additional paid-in capital was
$18,169,967,000. The fund reclassified $1,241,000 to undistributed net
investment income from additional paid-in capital and reclassified $58,314,000
from undistributed net realized gains to additional paid-in capital for the
year ended July 31, 1999 as a result of permanent differences between book and
tax.

     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 $961,000 includes $303,000 that was paid by these credits
rather than in cash.
<TABLE>
The Income Fund of America
Per-Share Data and Ratios
<S>                             <C>      <C>    <C>    <C>     <C>
                                Year endeJuly 31
                                 ------- ---------------------  -------
                                     1999   1998   1997    1996     1995
                                 ------- ---------------------  -------

Net Asset Value, Beginning of Ye  $18.25 $18.59 $15.89  $14.92   $13.59
                                 ------- ---------------------  -------
 Income from Investment Operations:
  Net investment income              .88    .85    .86     .87      .85
  Net gains or losses on securities
   (both realized and unrealized     .45   1.11   3.55    1.11     1.29
                                 ------- ---------------------  -------
   Total from investment operati    1.33   1.96   4.41    1.98     2.14
                                 ------- ---------------------  -------
 Less Distributions:
  Dividends (from net investment
   income)                          (.88)  (.82)  (.90)   (.83)    (.75)
  Distributions (from capital gains)
                                   (1.19) (1.48)  (.81)   (.18)    (.06)
                                 ------- ---------------------  -------
   Total distributions             (2.07) (2.30) (1.71)  (1.01)    (.81)
                                 ------- ---------------------  -------
Net Asset Value, End of Year      $17.51 $18.25 $18.59  $15.89   $14.92
                                 ======= =====================  =======

Total Return *                      7.79% 11.32% 29.28%  13.46%   16.42%


Ratios/Supplemental Data:
  Net assets, end of year
   (in millions)                  $23,012$22,113$18,814 $14,459  $12,290
  Ratio of expenses to average
   net assets                       .59%   .59%   .61%    .62%      .65%
  Ratio of net income to average
   net assets                      4.99%  4.75%  5.09%   5.56%     6.12%
  Portfolio turnover rate          44.35% 34.68% 40.92%  37.77%   26.26%



* Excludes maximum sales charge
 of 5.75%.

</TABLE>

<PAGE>
Independent Auditors' Report

To the Board of Directors and Shareholders of
The Income Fund of America, Inc.:

     We have audited the accompanying statement of assets and liabilities of
The Income Fund of America, Inc. (the "Fund"), including the investment
portfolio, as of July 31, 1999, and the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the per-share data and ratios for each of
the five years in the period then ended. These financial statements and
per-share data and ratios are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
per-share data and ratios based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and per-share data
and ratios are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of July
31, 1999, by correspondence with the custodian and brokers; where replies were
not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements and per-share data and ratios
referred to above present fairly, in all material respects, the financial
position of The Income Fund of America, Inc. at July 31, 1999, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the per-share data and ratios
for each of the five years in the period then ended, in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE
Los Angeles, California
August 27, 1999
Tax Information (unaudited)

We are required to advise you within 60 days of the fund's fiscal year-end
regarding the federal tax status of distributions received by shareholders
during such fiscal year. The distributions made during the fiscal year by the
fund were earned from the following sources:


<TABLE>
<CAPTION>
<S>                                             <C>
                                                Dividends and Distributions per Share

</TABLE>


<TABLE>
<CAPTION>
<S>                       <C>                      <C>                <C>                   <C>
To Shareholders           Payment Date             From Net           From Net Realized     From Net Realized
of Record                                          Investment Income  Short-term Gains      Long-term Gains

September 18,1998         September 21,1998        $0.20              -                     -

December 21, 1998         December 22, 1998        0.28               -                     $1.19

March 19, 1999            March 22, 1999           0.20               -                     -

June 18, 1999             June 21, 1999            0.20               -                     -

</TABLE>

Corporate shareholders may exclude up to 70% of qualifying dividends received
during the year. For purposes of computing this exclusion, 35% of the dividends
paid by the fund from net investment income represent qualifying dividends.

Certain states may exempt from income taxation that portion of the dividends
paid from net investment income that was derived from direct U.S. Treasury
obligations. For purposes of computing this exclusion, 5% of the dividends paid
by the fund from net investment income were derived from interest on direct
U.S. Treasury obligations.

Dividends and distributions received by retirement plans such as IRAs,
Keogh-type plans and 403(b) plans need not be reported as taxable income.
However, many retirement plan trusts may need this information for their annual
information reporting.

The fund also designates as a capital gain distribution a portion of earnings
and profits paid to shareholders in redemption of their shares.

SINCE THE AMOUNTS ABOVE ARE REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE
CALENDAR YEAR, SHAREHOLDERS SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX
INFORMATION WHICH WILL BE MAILED IN JANUARY 2000 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 1999 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT
THEIR TAX ADVISERS.


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