INVESTMENT CO OF AMERICA
497, 1995-03-06
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<PAGE>
 
 
PROSPECTUS
for Eligible Retirement Plans
 
THE INVESTMENT
COMPANY OF AMERICA(R)
 
AN OPPORTUNITY FOR LONG-TERM 
GROWTH OF CAPITAL AND INCOME
 
[LOGO OF THE AMERICAN FUNDS GROUP(R)]
 
February 28, 1995
 
                       THE INVESTMENT COMPANY OF AMERICA
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
The company's investment objectives are long-term growth of capital and
income. The company strives to accomplish these objectives through constant
supervision, careful selection and broad diversification of a portfolio which
ordinarily consists principally of common stocks.
 
This prospectus relates only to shares of the company offered without a sales
charge through eligible retirement plans. For a prospectus regarding shares of
the company to be acquired otherwise, contact the Secretary of the company at
the address indicated above.
 
This prospectus presents information you should know before investing in the
company. It should be retained for future reference.
 
You may obtain the statement of additional information for the company dated
February 28, 1995, which contains the company's financial statements, without
charge, by writing to the Secretary of the company at the above address or
telephoning 800/421-0180. These requests will be honored within three business
days of receipt.
 
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
INSURED,
GUARANTEED, OR ENDORSED BY THE U.S. GOVERNMENT, ANY BANK, THE
FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY, ENTITY
OR PERSON. THE PURCHASE OF FUND SHARES INVOLVES INVESTMENT RISKS,
INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS
A CRIMINAL OFFENSE.
 
04-010-0295
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
              SUMMARY    
          OF EXPENSES    
                       
 
 
       Average annual
 expenses paid over a 
 10-year period would 
     be approximately 
         $8 per year, 
    assuming a $1,000
  investment and a 5% 
       annual return.
 
 
       TABLE OF CONTENTS           
                                   
<TABLE>                            
<S>               <C>              
Summary of Expenses..........    2 
Financial Highlights.........    3 
Investment Objectives and          
  Policies...................    3 
Investment Techniques........    4 
Investment Results...........    7 
Dividends, Distributions           
  and Taxes..................    7 
Company Organization and           
  Management.................    8 
Purchasing Shares............    9 
Shareholder Services.........   11 
Redeeming Shares.............   11 
</TABLE>                            
 
This table is designed to help you understand costs of 
investing in the company. These are historical ex-     
penses; your actual expenses may vary.                  
 
SHAREHOLDER TRANSACTION EXPENSES                      
Certain retirement plans may purchase shares of the   
company with no sales charge./1/ The company also has 
no sales charge on reinvested dividends, redemption   
fees or exchange fees.                                 
 
ANNUAL COMPANY OPERATING EXPENSES (as a percentage of
average net assets)
<TABLE>
<S>                                                      <C>
Management fees......................................... 0.26%
12b-1 expenses.......................................... 0.20%/2/
Other expenses (including audit, legal, shareholder
  services, transfer agent and custodian expenses)...... 0.14%
Total company operating expenses........................ 0.60%
</TABLE>
 
                       
<TABLE>
<CAPTION>
EXAMPLE                          1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                          ------ ------- ------- --------
<S>                              <C>    <C>     <C>     <C>
You would pay the following
cumulative expenses on a $1,000
investment, assuming               
a 5% annual return./3/              $6     $19     $33     $75 
</TABLE>
 
/1/ Retirement plans of organizations with $100 million    
    or more in collective retirement plan assets may      
    purchase shares of the company with no sales charge.  
    In addition, any defined contribution plan qualified  
    under Section 401(a) of the Internal Revenue Code     
    including a "401(k)" plan with 200 or more eligible   
    employees or any other plan that invests at least $1  
    million in shares of the company (or in combination   
    with shares of other funds in The American Funds      
    Group other than the money market funds) may purchase 
    shares at net asset value; however, a contingent      
    deferred sales charge of 1% applies on certain        
    redemptions within 12 months following such           
    purchases. (See "Redeeming Shares--Contingent         
    Deferred Sales Charge.")                               
 
/2/ These expenses may not exceed 0.25% of the company's
    average net assets annually. (See "Company
    Organization and Management--Plan of Distribution.")
    Due to these distribution expenses, long-term
    shareholders may pay more than the economic
    equivalent of the maximum front-end sales charge
    permitted by the National Association of Securities
    Dealers.
 
/3/ Use of this assumed 5% return is required by the
    Securities and Exchange Commission; it is not an
    illustration of past or future investment results.
    THIS EXAMPLE SHOULD NOT BE CONSIDERED A
    REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
    EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Price
         HIGHLIGHTS    Waterhouse LLP, independent accountants, whose unquali-
                       fied report relating to the most recent five years is
       (For a share    included in the statement of additional information.
        outstanding    This information should be read in conjunction with the
     throughout the    financial statements and accompanying notes which are
       fiscal year)    also included in the statement of additional informa-
                       tion.
 
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                            ----------------------------------------------------------------------------------
                             1994     1993     1992     1991     1990    1989    1988    1987   
1986    1985
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
  <S>                       <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>    
<C>     <C>     
  Net Asset Value,
   Beginning of Year......  $ 18.72  $ 17.89  $ 17.48  $ 14.52  $15.24  $12.94  $12.61  $13.19

$13.51  $11.00
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
  Net investment income...      .51      .54      .49      .51     .57     .61     .51     .46     .45 

  .45
  Net realized and
   unrealized gain (loss)
   on investments.........     (.48)    1.51      .71     3.27    (.48)   3.13    1.14     .23    2.12   
2.99
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Total from Investment
     Operations...........      .03     2.05     1.20     3.78     .09    3.74    1.65     .69    2.57   
3.44
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
   LESS DISTRIBUTIONS:
   Dividends from net in-
    vestment income.......     (.48)    (.47)    (.47)    (.44)   (.59)   (.59)   (.56)   (.52)   (.44)  
(.44)
   Distributions from net
    realized gains........     (.60)    (.75)    (.32)    (.38)   (.22)   (.85)   (.76)   (.75)  (2.45)  
(.49)
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Total Distributions...    (1.08)   (1.22)    (.79)    (.82)   (.81)  (1.44)  (1.32)  (1.27)  (2.89)

 (.93)
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Net Asset Value, End
     of Year..............  $ 17.67  $ 18.72  $ 17.89  $ 17.48  $14.52  $15.24  $12.94  $12.61 
$13.19  $13.51
                            =======  =======  =======  =======  ======  ====== 
======  ======  ======  ======
   Total Return/1/........      .16%   11.62%    6.99%   26.54%    .68%  29.41%  13.34%  
5.44%  21.74%  33.39%
  RATIOS/SUPPLEMENTAL 
   DATA:
   Net Assets, End of Year
    (in millions).........  $19,280  $19,005  $15,428  $10,526  $5,923  $5,376  $4,119  $3,889 
$3,730  $3,073
   Ratios of Expenses to
    Average Net Assets....      .60%     .59%     .58%     .59%    .55%    .52%    .48%   
.42%    .41%    .43%
   Ratio of Net Income to
    Average Net Assets....     2.83%    3.03%    3.06%    3.29%   3.95%   4.11%   3.78%  
3.14%   3.47%   3.80%
   Portfolio Turnover Rate
     --common stocks......    17.94%   19.57%    7.23%    5.79%   7.48%  14.47%  10.39% 
10.76%  10.80%  17.15%
     --investment securi-
       ties...............    31.08%   17.57%    9.73%    6.21%  10.94%  18.22%  16.41%  11.47%

10.31%  17.51%
</TABLE>
 --------
 /1/ Calculated with no sales charge.
 
 
         INVESTMENT    The company's investment objectives are long-term
         OBJECTIVES    growth of capital and income. The company strives to
       AND POLICIES    accomplish these objectives through constant supervi-
                       sion, careful selection and broad diversification. In
   The company aims    the selection of securities for investment, the possi-
     to provide you    bilities of appreciation and potential dividends are
     with long-term    given more weight than current yield. The company ordi-
  growth of capital    narily invests principally in common stocks. However,
        and income.    assets may also be held in securities convertible into
                       common stocks, straight debt securities (rated in the
                       top three quality categories by Standard & Poor's Cor-
                       poration or Moody's Investors Service, Inc. or deter-
                       mined to be of equivalent quality by Capital Research
                       and Management Company), cash or cash equivalents, U.S.
                       Government securities, or nonconvertible preferred
                       stocks. (See the statement of additional information
                       for a description of cash equivalents.)
 
                                                                              3
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       Additionally, the company may from time to time invest
                       in common stocks and other securities of issuers domi-
                       ciled outside the U.S. (See "Investment Techniques--
                       Risks of Investing in Various Countries.")
 
                       The company's investments are limited to securities in-
                       cluded on its eligible list, which consists of securi-
                       ties deemed suitable investment media in light of the
                       company's investment objectives and policies. Securi-
                       ties are added to, or deleted from, the eligible list
                       by the board of directors, reviewing and acting upon
                       the recommendations of Capital Research and Management
                       Company.
 
                       The company's investment restrictions (which are de-
                       scribed in the statement of additional information) and
                       objectives cannot be changed without shareholder ap-
                       proval. All other investment practices may be changed
                       by the company's board.
 
                       ACHIEVEMENT OF THE COMPANY'S INVESTMENT OBJECTIVES
CAN-
                       NOT, OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL
                       LOSS FROM FLUCTUATING PRICES INHERENT IN ANY
INVESTMENT
                       IN SECURITIES.
 
         INVESTMENT    RISKS OF INVESTING Because the company invests in
         TECHNIQUES    stocks, the company is subject to market risks, includ-
                       ing, for example, the possibility that stock prices in
       Investing in    general may decline over short or even extended peri-
    stocks involves    ods. The company may also invest in fixed-income secu-
     certain risks.    rities, including bonds, which have market values which
                       tend to vary inversely with the level of interest
                       rates--when interest rates rise, their values will tend
                       to decline and vice versa. Although under normal market
                       conditions longer term securities yield more than
                       shorter term securities of similar quality, they are
                       subject to greater price fluctuations. These fluctua-
                       tions in the value of the investments will be reflected
                       in the company's net asset value per share.
 
4
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       RISKS OF INVESTING IN VARIOUS COUNTRIES Generally, the
                       company will invest no more than approximately 10% of
                       its assets in securities of issuers which are not
                       included in the Standard & Poor's 500 Composite Index
                       (a broad measure of the U.S. stock market) and which
                       are domiciled outside the U.S. Of course, investing
                       internationally involves special risks caused by, among
                       other things: fluctuating currency values; different
                       accounting, auditing, and financial reporting
                       regulations and practices in some countries; changing
                       local and regional economic, political, and social
                       conditions; differing securities market structures; and
                       occasional 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, global investing also can reduce
                       certain portfolio risks due to greater diversification
                       opportunities.
 
                       Additional costs could be incurred in connection with
                       the company's investment activities outside the U.S.
                       Brokerage commissions are generally higher outside the
                       U.S., and the company will bear certain expenses in
                       connection with its currency transactions. The company
                       may enter into currency exchange contracts for the
                       purpose of fixing the dollar cost or proceeds for a
                       transaction. Furthermore, increased custodian costs may
                       be associated with the maintenance of assets in certain
                       jurisdictions.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolio of the company is divided into
                       segments which are managed by individual counselors.
                       Each counselor decides how the segment will be invested
                       (within the limits provided by the company's objectives
                       and policies and by Capital Research and Management
                       Company's investment committee). In addition, Capital
                       Research and Management Company's research
                       professionals make investment decisions with respect to
                       a portion of the company's portfolio. The primary
                       individual portfolio counselors for the company are
                       listed on the next page.
 
                                                                              5
 
<PAGE>
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --
                                                                                                 YEARS OF
EXPERIENCE          
                                                               YEARS OF EXPERIENCE                 
AS INVESTMENT             
                                                                  AS PORTFOLIO                      
PROFESSIONAL              
                                                                 COUNSELOR (AND                    
(APPROXIMATE)          
                                                                   RESEARCH                                 

                      
                                                                PROFESSIONAL IF             WITH
CAPITAL 
    PORTFOLIO                                                   APPLICABLE) FOR            
RESEARCH AND 
COUNSELORS FOR THE                                              THE INVESTMENT           

  MANAGEMENT  
INVESTMENT COMPANY                                            COMPANY OF AMERICA   

      COMPANY OR ITS       TOTAL 
    OF AMERICA               PRIMARY TITLE(S)                    (APPROXIMATE)         

    AFFILIATES         YEARS  
- --------------------------------------------------------------------------------------------------------------------
- --
<S>                        <C>                                <C>                           <C>            

 <C>
Jon B. Lovelace, Jr.       Chairman of the Board of            37 years (plus 5 years as     43
years         43 years
                           the Company. Vice Chairman of       research professional prior
                           the Board of Directors and          to becoming a portfolio
                           Chairman of the Executive           counselor for the company)
                           Committee, Capital Research and 
                           Management Company
 
William C. Newton          President and Director of the       33 years                      36
years         42 years
                           Company. Senior Partner, The
                           Capital Group Partners L.P.*
 
William R. Grimsley        Senior Vice President of the        23 years                      25
years         32 years
                           Company. Senior Vice President 
                           and Director, Capital Research 
                           and Management Company
 
R. Michael Shanahan        Senior Vice President of the        4 years (plus 13 years as     30
years         30 years
                           Company. Chairman of the            investment professional prior
                           Board and Principal                 to becoming a portfolio
                           Executive Officer, Capital          counselor for the company)
                           Research and Management    
                           Company
 
Gregg E. Ireland           Vice President of the Company.      3 years (plus 10 years as     22
years         22 years
                           Vice President, Capital Research    research professional prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
James B. Lovelace          Vice President of the Company.      3 years (plus 4 years as      13
years         13 years
                           Vice President, Capital Research    research professional; prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
Donald D. O'Neal           Vice President of the Company.      3 years (plus 4 years as     
10 years         10 years
                           Vice President, Capital Research    research professional prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
George A. Miller           Senior Vice President and           4 years (plus 15 years as     20
years         34 years
                           Director, Capital Research and      research professional prior
                           Management Company                  to becoming a portfolio
                                                               counselor for the company)
</TABLE> 
 * Company affiliated with Capital Research and Management Company
 
 
6 
 
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
 INVESTMENT RESULTS    The company may from time to time compare its invest-
                       ment results to various unmanaged indices or other mu-
    The company has    tual funds in reports to shareholders, sales literature
   averaged a total    and advertisements. The results may be calculated on a
      return (at no    total return and/or yield basis for various periods,
   sales charge) of    with or without sales charges. Results calculated with-
 12.94% a year over    out a sales charge will be higher. Total returns assume
       its lifetime    the reinvestment of all dividends and capital gain dis-
   (January 1, 1934    tributions.
   through December 
         31, 1994).    The company's yield and the average annual total       
                       returns are calculated in accordance with Securities   
                       and Exchange Commission requirements with no sales     
                       charge. The company's yield for the 30-day period ended
                       December 31, 1994 was 3.32%. The company's total return 
                       over the past 12 months and average annual total
                       returns over the past five-year and ten-year periods,
                       as of December 31, 1994, were 0.16%, 8.79%, and 14.36%,
                       respectively. Of course, past results are not an
                       indication of future results. Further information
                       regarding the company's investment results is contained
                       in the company's annual report which may be obtained
                       without charge by writing to the Secretary of the
                       company at the address indicated on the cover of this
                       prospectus.
 
         DIVIDENDS,    DIVIDENDS AND DISTRIBUTIONS Dividends are usually paid
  DISTRIBUTIONS AND    in March, June, September and December. Capital gains,
              TAXES    if any, are usually distributed in December. When a
                       dividend or capital gain is distributed, the net asset
             Income    value per share is reduced by the amount of the pay-
  distributions are    ment.
    usually made in 
       March, June,    The terms of your plan will govern how your plan may   
      September and    receive distributions from the company. Generally, pe- 
          December.    riodic distributions from the company to your plan are 
                       reinvested in additional company shares, although your 
                       plan may permit company distributions from net invest- 
                       ment income to be received by you in cash while rein-  
                       vesting capital gains distributions in additional       
                       shares or all company distributions to be received in
                       cash. Unless you select another option, all distribu-
                       tion will be reinvested in additional company shares.
 
                       FEDERAL TAXES The company intends to operate as a
                       "regulated investment company" under the Internal
                       Revenue Code. In any fiscal year in which the company
                       so qualifies and distributes to shareholders all of its
                       net investment income and net capital gains, the
                       company itself is relieved of federal income tax. The
                       tax treatment of redemptions from a retirement plan may
                       differ from redemptions from an ordinary shareholder
                       account.
 
                       Please see the statement of additional information and
                       your tax adviser for further information.
 
                                                                              7
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
            COMPANY    COMPANY ORGANIZATION AND VOTING RIGHTS The
company, an
       ORGANIZATION    open-end, diversified management investment company,
                AND    was organized as a Delaware corporation in 1933. The
         MANAGEMENT    company's board supervises company operations and per-
                       forms duties required by applicable state and federal
   The company is a    law. Members of the board who are not employed by Capi-
      member of The    tal Research and Management Company or its affiliates
     American Funds    are paid certain fees for services rendered to the com-
    Group, which is    pany as described in the statement of additional infor-
  managed by one of    mation. They may elect to defer all or a portion of
    the largest and    these fees through a deferred compensation plan in ef-
   most experienced    fect for the company. All shareholders have one vote
         investment    per share owned and, at the request of the holders of
          advisers.    at least 10% of the shares, the company will hold a
                       meeting at which any member of the board could be re-
                       moved by a majority vote.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the company and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071 and at 135 South State College
                       Boulevard, Brea, CA 92621. Capital Research and
                       Management Company manages the investment portfolio and
                       business affairs of the company and receives a fee at
                       the annual rate of 0.39% on the first $1.0 billion of
                       the company's net assets, plus 0.336% on net assets
                       over $1 billion to $2 billion, plus 0.30% on net assets
                       over $2 billion to $3 billion, plus 0.276% on net
                       assets over $3 billion to $5 billion, plus 0.258% on
                       net assets over $5 billion to $8 billion, plus 0.246%
                       on net assets over $8 billion to $13 billion, plus
                       0.24% on net assets in excess of $13 billion.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendations
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.)
 
                       PORTFOLIO TRANSACTIONS Orders for the company's
                       portfolio securities transactions are placed by Capital
                       Research and Management Company, which strives to
                       obtain the best available prices, taking into account
                       the costs and quality of executions. In the over-the-
                       counter
 
8
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       market, purchases and sales are transacted directly
                       with principal market-makers except in those
                       circumstances where it appears better prices and
                       executions are available elsewhere.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and
                       executions, preference may be given to brokers that
                       have sold shares of the company or have provided
                       investment research, statistical, and other related
                       services for the benefit of the company and/or of other
                       funds served by Capital Research and Management
                       Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       company's shares. American Funds Distributors, Inc. is
                       located at 333 South Hope Street, Los Angeles, CA
                       90071, 135 South State College Boulevard, Brea, CA
                       92621, 8000 IH-10 West, San Antonio, TX 78230, 8332
                       Woodfield Crossing Boulevard, Indianapolis, IN 46240,
                       and 5300 Robin Hood Road, Norfolk, VA 23513. Telephone
                       conversations with American Funds Distributors may be
                       recorded or monitored for verification, recordkeeping
                       and quality assurance purposes.
 
                       PLAN OF DISTRIBUTION The company has a plan of
                       distribution or "12b-1 Plan" under which it may finance
                       activities primarily intended to sell shares, provided
                       these expenses are approved in advance by the board and
                       the expenses paid under the plan were incurred within
                       the last 12 months and accrued while the plan is in
                       effect. Expenditures by the company under the plan may
                       not exceed 0.25% of its average net assets annually
                       (all of which may be for service fees).
 
                       TRANSFER AGENT American Funds Service Company, 800/421-
                       0180, a wholly owned subsidiary of Capital Research and
                       Management Company, is the transfer agent and performs
                       shareholder service functions. American Funds Service
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071, 135 South State College Boulevard,
                       Brea, CA 92621, 8000 IH-10 West, San Antonio, TX 78230,
                       8332 Woodfield Crossing Boulevard, Indianapolis, IN
                       46240, and 5300 Robin Hood Road, Norfolk, VA 23513. It
                       was paid a fee of $16,006,000 for the fiscal year ended
                       December 31, 1994. Telephone conversations with
                       American Funds Service Company may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
  PURCHASING SHARES    ALL ORDERS TO PURCHASE SHARES MUST BE MADE
THROUGH YOUR
                       RETIREMENT PLAN. FOR MORE INFORMATION ABOUT HOW TO
PUR-
                       CHASE SHARES OF THE COMPANY THROUGH YOUR
EMPLOYER'S
                       PLAN OR LIMITATIONS ON THE AMOUNT THAT MAY BE PUR-
                       CHASED, PLEASE CONSULT WITH YOUR EMPLOYER. Shares are
                       sold to eligible retirement plans at the net asset
                       value per share next determined
 
                                                                              9
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       after receipt of an order by the company or American
                       Funds Service Company. Orders must be received before
                       the close of regular trading on the New York Stock Ex-
                       change in order to receive that day's net asset value.
                       Plans of organizations with collective retirement plan
                       assets of $100 million or more may purchase shares at
                       net asset value. In addition, any defined contribution
                       plan qualified under Section 401(a) of the Internal
                       Revenue Code including a "401(k)" plan with 200 or more
                       eligible employees or any other plan that invests at
                       least $1 million in shares of the company (or in combi-
                       nation with shares of other funds in The American Funds
                       Group other than the money market funds) may purchase
                       shares at net asset value; however, a contingent de-
                       ferred sales charge of 1% is imposed on certain redemp-
                       tions within one year of such purchase. (See "Redeeming
                       Shares-- Contingent Deferred Sales Charge.") Plans may
                       also qualify to purchase shares at net asset value by
                       completing a statement of intention to purchase $1 mil-
                       lion in fund shares subject to a commission over a max-
                       imum of 13 consecutive months. Certain redemptions of
                       such shares may also be subject to a contingent de-
                       ferred sales charge as described above. (See the state-
                       ment of additional information.)
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will provide ad-
                       ditional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the company or other
                       funds in The American Funds Group. These incentive pay-
                       ments will be based on a pro rata share of a qualifying
                       dealer's sales.
 
                       Qualified dealers currently are paid a continuing serv-
                       ice fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund Organi-
                       zation and Management--Plan of Distribution.") These
                       services include processing purchase and redemption
                       transactions, establishing shareholder accounts and
                       providing certain information and assistance with re-
                       spect to the company.
 
                       Shares of the company are offered to other shareholders
                       pursuant to another prospectus at public offering
                       prices that may include an initial sales charge.
 
                       SHARE PRICE Shares are offered to eligible retirement
                       plans at the net asset value after the order is
                       received by the company or American Funds Service
                       Company. In the case of orders sent directly to the
                       company or American Funds Service Company, an
                       investment dealer MUST be indicated. Dealers are
                       responsible for promptly transmitting orders. (See the
                       statement of additional information under "Purchase of
                       Shares--Price of Shares.")
 
                       The company's net asset value per share is determined
                       as of the close of trading (currently 4:00 p.m., New
                       York time) on each day the New York Stock Exchange is
                       open. The current value of the company's total assets,
                       less all liabilities, is divided by the total number of
                       shares outstanding and the result, rounded to the
                       nearer cent, is the net asset value per share.
 
10
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
        SHAREHOLDER    Subject to any restrictions contained in your plan, you
           SERVICES    can exchange your shares for shares of other funds in
                       The American Funds Group which are offered through the
                       plan at net asset value. In addition, again depending
                       on any restrictions in your plan, you may be able to
                       exchange shares automatically or cross-reinvest
                       dividends in shares of other funds. Contact your plan
                       administrator/trustee regarding how to use these
                       services. Also, see the company's statement of
                       additional information for a description of these and
                       other services that may be available through your plan.
                       These services are available only in states where the
                       fund to be purchased may be legally offered and may be
                       terminated or modified at any time upon 60 days'
                       written notice.
 
          REDEEMING    Subject to any restrictions imposed by your plan, you
             SHARES    can sell your shares through the plan to the company
                       any day the New York Stock Exchange is open. For more
                       information about how to sell shares of the company
                       through your retirement plan, including any charges
                       that may be imposed by the plan, please consult with
                       your employer.
                       --------------------------------------------------------
                       By contacting    Your plan administrator/trustee must  
                       your plan        send a letter of instruction          
                       administrator/   specifying the name of the company,   
                       trustee          the number of shares or dollar amount 
                                        to be sold, and, if applicable, your  
                                        name and account number. For your     
                                        protection, if you redeem more than    
                                        $50,000, the signatures of the
                                        registered owners or their legal
                                        representatives must be guaranteed by
                                        a bank, savings association, credit
                                        union, or member firm of a domestic
                                        stock exchange or the National
                                        Association of Securities Dealers,
                                        Inc., that is an eligible guarantor
                                        institution. Your plan
                                        administrator/trustee should verify
                                        with the institution that it is an
                                        eligible guarantor prior to signing.
                                        Additional documentation may be
                                        required to redeem shares from
                                        certain accounts. Notarization by a
                                        Notary Public is not an acceptable
                                        signature guarantee.
                       --------------------------------------------------------
                       By contacting    Shares may also be redeemed through
                       your             an investment dealer; however you or
                       investment       your plan may be charged for this
                       dealer           service. SHARES HELD FOR YOU IN AN
                                        INVESTMENT DEALER'S STREET NAME MUST
                                        BE REDEEMED THROUGH THE DEALER.
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER
AND
                       ALL REQUIRED DOCUMENTATION ARE RECEIVED BY THE
COMPANY
                       OR AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if
 
                                                                             11
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       shares acquired by exchange were then redeemed within
                       12 months of the initial purchase); for distributions
                       from qualified retirement plans and other employee
                       benefit plans; and for redemptions in connection with
                       loans made by qualified retirement plans.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because the company's
                       net asset value fluctuates, reflecting the market value
                       of the company's portfolio, the amount you receive for
                       shares redeemed may be more or less than the amount
                       paid for them.
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
                       [RECYCLE LOGO]  This prospectus has been printed on
                                       recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency.
 
                        THIS PROSPECTUS RELATES ONLY TO SHARES OF THE
COMPANY
                        OFFERED WITHOUT A SALES CHARGE TO ELIGIBLE
RETIREMENT
                        PLANS. FOR A PROSPECTUS REGARDING SHARES OF THE
                        COMPANY TO BE ACQUIRED OTHERWISE, CONTACT THE
                        SECRETARY OF THE COMPANY AT THE ADDRESS INDICATED
ON
                        THE FRONT.
 
 
12
 
 
<PAGE>
 
PROSPECTUS
 
THE INVESTMENT
COMPANY OF AMERICA(R)
 
AN OPPORTUNITY FOR LONG-TERM 
GROWTH OF CAPITAL AND INCOME
 
[LOGO OF THE AMERICAN FUNDS GROUP(R)]
 
February 28, 1995
 
                       THE INVESTMENT COMPANY OF AMERICA
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
 
The company's investment objectives are long-term growth of capital and
income. The company strives to accomplish these objectives through constant
supervision, careful selection and broad diversification of a portfolio which
ordinarily consists principally of common stocks.
 
This prospectus presents information you should know before investing in the
company. It should be retained for future reference.
 
You may obtain the statement of additional information dated February 28,
1995, which contains the company's financial statements, without charge, by
writing to the Secretary of the company at the above address or telephoning
800/421-0180. These requests will be honored within three business days of
receipt.
 
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
INSURED,
GUARANTEED, OR ENDORSED BY, THE U.S. GOVERNMENT, ANY BANK, THE
FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY, ENTITY
OR PERSON. THE PURCHASE OF COMPANY SHARES INVOLVES INVESTMENT
RISKS, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS
A CRIMINAL OFFENSE.
 
04-010-0295
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
              SUMMARY    
          OF EXPENSES    
 
       Average annual    
 expenses paid over a 
 10-year period would 
     be approximately 
        $13 per year, 
    assuming a $1,000
  investment and a 5% 
       annual return.
 
 
TABLE OF CONTENTS                                   
                                                    
<TABLE>                                             
                                                    
<S>                                         <C>     
Summary of Expenses..........................     2     
Financial Highlights.........................     3     
Investment Objective and Policies............     3     
Investment Techniques........................     5     
Investment Results...........................     7     
Dividends, Distributions and Taxes...........     7     
Company Organization and Management..........     8     
The American Funds Shareholder Guide......... 11-20  
   Purchasing Shares.........................    11     
   Reducing Your Sales Charge................    14     
   Shareholder Services......................    16     
   Redeeming Shares..........................    18     
   Retirement Plans..........................    20     
</TABLE>                                            
                                                    
               IMPORTANT PHONE                                     
                   NUMBERS                                          
                                                    
            Shareholder Services:                               
            800/421-0180 ext. 1                                 
                                                    
              Dealer Services:                                    
            800/421-9900 ext. 11                                
                                                    
           American FundsLine(R):                              
               800/325-3590                                        
                                                    
           (24-hour information)                                
 
 
This table is designed to help you understand costs of 
investing in the company. These are historical ex-     
penses; your actual expenses may vary.                  
 
SHAREHOLDER TRANSACTION EXPENSES
 
<TABLE>
<S>                                                       <C>
Maximum sales charge on purchases
  (as a percentage of offering price)...................  5.75%/1/
</TABLE>
 
The company has no sales charge on reinvested dividends, deferred sales
charge,/2/ redemption fees or exchange fees.
 
ANNUAL COMPANY OPERATING EXPENSES (as a percentage of average net assets)
<TABLE>
<S>                                                       <C>
Management fees.........................................  0.26%
12b-1 expenses..........................................  0.20%/3/
Other expenses (including audit, legal, shareholder
  services, transfer agent and custodian expenses)......  0.14%
Total company operating expenses........................  0.60%
</TABLE>
 
<TABLE>
<CAPTION>
 
EXAMPLE                          1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                          ------ ------- ------- --------
<S>                              <C>    <C>     <C>     <C>
You would pay the following
cumulative expenses on a $1,000
investment, assuming              
a 5% annual return./4/             $63     $76     $89     $128 
</TABLE>
 
/1/  Sales charges are reduced for certain large
     purchases. (See "The American Funds Shareholder
     Guide: Purchasing Shares--Sales Charges.")
     
/2/  Any defined contribution plan qualified under Section
     401(a) of the Internal Revenue Code including a
     "401(k)" plan with 200 or more eligible employees or
     any other purchaser investing at least $1 million in
     shares of the company (or in combination with shares
     of other funds in The American Funds Group other than
     the money market funds) may purchase shares at net
     asset value; however, a contingent deferred sales
     charge of 1% applies on certain redemptions within 12
     months following such purchases. (See "The American
     Funds Shareholder Guide: Redeeming Shares--Contingent
     Deferred Sales Charge.")
     
/3/  These expenses may not exceed 0.25% of the company's
     average net assets annually. (See "Company
     Organization and Management--Plan of Distribution.")
     Due to these distribution expenses, long-term
     shareholders may pay more than the economic
     equivalent of the maximum front-end sales charge
     permitted by the National Association of Securities
     Dealers.
 
/4/  Use of this assumed 5% return is required by the
     Securities and Exchange Commission; it is not an
     illustration of past or future investment results.
     THIS EXAMPLE SHOULD NOT BE CONSIDERED A
     REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
     EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
 
2
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
          FINANCIAL    The following information has been audited by Price
         HIGHLIGHTS    Waterhouse LLP, independent accountants, whose unquali-
                       fied report relating to the most recent five years is
       (For a share    included in the statement of additional information.     
        outstanding    This information should be read in conjunction with the  
     throughout the    financial statements and accompanying notes which are    
       fiscal year)    also included in the statement of additional informa-
                       tion.                                                
                                                                            
<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                            ----------------------------------------------------------------------------------
                             1994     1993     1992     1991     1990    1989    1988    1987   
1986    1985
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
  <S>                       <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>    
<C>     <C>    
  Net Asset Value,
   Beginning of Year......  $ 18.72  $ 17.89  $ 17.48  $ 14.52  $15.24  $12.94  $12.61  $13.19

$13.51  $11.00
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
  Net investment income...      .51      .54      .49      .51     .57     .61     .51     .46     .45 

  .45
  Net realized and
   unrealized gain (loss)
   on investments.........     (.48)    1.51      .71     3.27    (.48)   3.13    1.14     .23    2.12   
2.99
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Total from Investment
     Operations...........      .03     2.05     1.20     3.78     .09    3.74    1.65     .69    2.57   
3.44
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
   LESS DISTRIBUTIONS:
   Dividends from net 
    investment income.....     (.48)    (.47)    (.47)    (.44)   (.59)   (.59)   (.56)   (.52)   (.44)  
(.44)
   Distributions from net
    realized gains........     (.60)    (.75)    (.32)    (.38)   (.22)   (.85)   (.76)   (.75)  (2.45)  
(.49)
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Total Distributions...    (1.08)   (1.22)    (.79)    (.82)   (.81)  (1.44)  (1.32)  (1.27)  (2.89)

 (.93)
                            -------  -------  -------  -------  ------  ------  ------  ------  ------  ------
    Net Asset Value, End
     of Year..............  $ 17.67  $ 18.72  $ 17.89  $ 17.48  $14.52  $15.24  $12.94  $12.61 
$13.19  $13.51
                            =======  =======  =======  =======  ======  ====== 
======  ======  ======  ======
   Total Return/1/........      .16%   11.62%    6.99%   26.54%    .68%  29.41%  13.34%  
5.44%  21.74%  33.39%
  RATIOS/SUPPLEMENTAL 
   DATA:
   Net Assets, End of Year
    (in millions).........  $19,280  $19,005  $15,428  $10,526  $5,923  $5,376  $4,119  $3,889 
$3,730  $3,073
   Ratios of Expenses to
    Average Net Assets....      .60%     .59%     .58%     .59%    .55%    .52%    .48%   
.42%    .41%    .43%
   Ratio of Net Income to
    Average Net Assets....     2.83%    3.03%    3.06%    3.29%   3.95%   4.11%   3.78%  
3.14%   3.47%   3.80%
   Portfolio Turnover Rate
     --common stocks......    17.94%   19.57%    7.23%    5.79%   7.48%  14.47%  10.39% 
10.76%  10.80%  17.15%
     --investment 
       securities.........    31.08%   17.57%    9.73%    6.21%  10.94%  18.22%  16.41% 
11.47%  10.31%  17.51%
</TABLE>
 --------
 
 /1/  This was calculated without deducting a sales charge. The maximum sales
      charge is 5.75% of the company's offering price.
 
         INVESTMENT    The company's investment objectives are long-term
         OBJECTIVES    growth of capital and income. The company strives to
       AND POLICIES    accomplish these objectives through constant supervi-
                       sion, careful selection and broad diversification. In
                       the selection of securities for investment, the possi-
   The company aims    bilities of appreciation and potential dividends are
     to provide you    given more weight than current yield. The company ordi-
     with long-term    narily invests principally in common stocks. However,
  growth of capital    assets may also be held in securities convertible into
        and income.    common stocks, straight debt securities (rated in the
                       top three quality categories by Standard & Poor's Cor-
                       poration or Moody's Investors Service, Inc. or deter-
                       mined to be of equivalent quality by Capital Research
                       and Management Company), cash or cash equivalents, U.S.
                       Government securities, or nonconvertible preferred
                       stocks. (See the statement of additional information
                       for a description of cash equivalents.)
 
                                                                               3
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       Additionally, the company may from time to time invest
                       in common stocks and other securities of issuers domi-
                       ciled outside the U.S. (See "Investment Techniques--
                       Risks of Investing in Various Countries.")
 
                       The company's investments are limited to securities in-
                       cluded on its eligible list, which consists of securi-
                       ties deemed suitable investment media in light of the
                       company's investment objectives and policies. Securi-
                       ties are added to, or deleted from, the eligible list
                       by the board of directors, reviewing and acting upon
                       the recommendations of Capital Research and Management
                       Company.
 
                       The company's investment restrictions (which are de-
                       scribed in the statement of additional information) and
                       objectives cannot be changed without shareholder ap-
                       proval. All other investment practices may be changed
                       by the company's board.
 
                       ACHIEVEMENT OF THE COMPANY'S INVESTMENT OBJECTIVES
CAN-
                       NOT, OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL
                       LOSS FROM FLUCTUATING PRICES INHERENT IN ANY
INVESTMENT
                       IN SECURITIES.
 
 
4
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
         INVESTMENT   RISKS OF INVESTING Because the company invests in
         TECHNIQUES   stocks, the company is subject to market risks includ-
                      ing, for example, the possibility that stock prices in
       Investing in   general may decline over short or even extended periods.
    stocks involves   The company may also invest in fixed-income securities,
     certain risks.   including bonds, which have market values which tend to
                      vary inversely with the level of interest rates--when
                      interest rates rise, their values will tend to decline
                      and vice versa. Although under normal market conditions
                      longer term securities yield more than shorter term se-
                      curities of similar quality, they are subject to greater
                      price fluctuations. These fluctuations in the value of
                      the investments will be reflected in the company's net
                      asset value per share.
 
                      RISKS OF INVESTING IN VARIOUS COUNTRIES Generally, the    
                      company will invest no more than approximately 10% of     
                      its assets in securities of issuers which are not         
                      included in the Standard & Poor's 500 Composite Index (a  
                      broad measure of the U.S. stock market) and which are     
                      domiciled outside the U.S. Of course, investing           
                      internationally involves special risks caused by, among   
                      other things: fluctuating currency values; different      
                      accounting, auditing, and financial reporting             
                      regulations and practices in some countries; changing     
                      local and regional economic, political, and social        
                      conditions; differing securities market structures; and   
                      occasional 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, global investing also can reduce
                      certain portfolio risks due to greater diversification
                      opportunities.
 
                      Additional costs could be incurred in connection with
                      the company's investment activities outside the U.S.
                      Brokerage commissions are generally higher outside the
                      U.S., and the company will bear certain expenses in
                      connection with its currency transactions. The company
                      may enter into currency exchange contracts for the
                      purpose of fixing the dollar cost or proceeds for a
                      transaction. Furthermore, increased custodian costs may
                      be associated with the maintenance of assets in certain
                      jurisdictions.
 
                      MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic investment
                      philosophy of Capital Research and Management Company is
                      to seek fundamental values at reasonable prices, using a
                      system of multiple portfolio counselors in managing
                      mutual fund assets. Under this system the portfolio of
                      the company is divided into segments which are managed
                      by individual counselors. Each counselor decides how the
                      segment will be invested (within the limits provided by
                      the company's objectives and policies and by Capital
                      Research and Management Company's investment committee).
                      In addition, Capital Research and Management Company's
                      research professionals make investment decisions with
                      respect to a portion of the company's portfolio. The
                      primary individual portfolio counselors for the company
                      are listed on the next page.
 
                                                                               5
 
<PAGE>
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --
                                                                                                 YEARS OF
EXPERIENCE          
                                                               YEARS OF EXPERIENCE                 
AS INVESTMENT             
                                                                  AS PORTFOLIO                      
PROFESSIONAL              
                                                                 COUNSELOR (AND                    
(APPROXIMATE)          
                                                                   RESEARCH                                 

                      
                                                                PROFESSIONAL IF             WITH
CAPITAL 
    PORTFOLIO                                                   APPLICABLE) FOR            
RESEARCH AND 
COUNSELORS FOR THE                                              THE INVESTMENT           

  MANAGEMENT  
INVESTMENT COMPANY                                            COMPANY OF AMERICA   

      COMPANY OR ITS       TOTAL 
    OF AMERICA               PRIMARY TITLE(S)                    (APPROXIMATE)         

    AFFILIATES         YEARS  
- --------------------------------------------------------------------------------------------------------------------
- --
<S>                        <C>                                <C>                           <C>            

 <C>
Jon B. Lovelace, Jr.       Chairman of the Board of            37 years (plus 5 years as     43
years         43 years
                           the Company. Vice Chairman of       research professional prior
                           the Board of Directors and          to becoming a portfolio
                           Chairman of the Executive           counselor for the company)
                           Committee, Capital Research and 
                           Management Company
 
William C. Newton          President and Director of the       33 years                      36
years         42 years
                           Company. Senior Partner, The
                           Capital Group Partners L.P.*
 
William R. Grimsley        Senior Vice President of the        23 years                      25
years         32 years
                           Company. Senior Vice President 
                           and Director, Capital Research 
                           and Management Company
 
R. Michael Shanahan        Senior Vice President of the        4 years (plus 13 years as     30
years         30 years
                           Company. Chairman of the            investment professional prior
                           Board and Principal                 to becoming a portfolio
                           Executive Officer, Capital          counselor for the company)
                           Research and Management    
                           Company
 
Gregg E. Ireland           Vice President of the Company.      3 years (plus 10 years as     22
years         22 years
                           Vice President, Capital Research    research professional prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
James B. Lovelace          Vice President of the Company.      3 years (plus 4 years as      13
years         13 years
                           Vice President, Capital Research    research professional; prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
Donald D. O'Neal           Vice President of the Company.      3 years (plus 4 years as     
10 years         10 years
                           Vice President, Capital Research    research professional prior
                           and Management Company              to becoming a portfolio
                                                               counselor for the company)
 
George A. Miller           Senior Vice President and           4 years (plus 15 years as     20
years         34 years
                           Director, Capital Research and      research professional prior
                           Management Company                  to becoming a portfolio
                                                               counselor for the company)
</TABLE> 
 * Company affiliated with Capital Research and Management Company
 
 
6
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
  INVESTMENT RESULTS   The company may from time to time compare its invest-
                       ment results to various unmanaged indices or other mu-
     The company has   tual funds in reports to shareholders, sales literature
    averaged a total   and advertisements. The results may be calculated on a
  return of 12.83% a   yield and/or total return basis for various periods,
  year (assuming the   with or without sales charges. Results calculated with-
       maximum sales   out a sales charge will be higher. Total returns assume
    charge was paid)   the reinvestment of all dividends and capital gain dis-
   over its lifetime   tributions.
    (January 1, 1934  
    through December   The company's yield and the average annual total        
          31, 1994).   returns are calculated in accordance with Securities    
                       and Exchange Commission rules which require that the    
                       maximum sales charge be deducted. The company's yield   
                       for the 30-day period ended December 31, 1994 was       
                       3.13%. The company's total return over the past year    
                       and average annual total returns over the past five-    
                       and ten-year periods, as of December 31, 1994, were
                       -5.60%, 7.51%, and 13.69%, respectively. Of course, past 
                       results are not an indication of future results.        
                       Further information regarding the company's investment  
                       results is contained in the company's annual report     
                       which may be obtained without charge by writing to the  
                       Secretary of the company at the address indicated on    
                       the cover of this prospectus.
 
         DIVIDENDS,    DIVIDENDS AND DISTRIBUTIONS  Dividends are usually paid
  DISTRIBUTIONS AND    in March, June, September and December. Capital gains,
              TAXES    if any, are usually distributed in December. When a
                       dividend or capital gain is distributed, the net asset
             Income    value per share is reduced by the amount of the pay-
  distributions are    ment.
    usually made in  
       March, June,    FEDERAL TAXES  The company intends to operate as a       
      September and    "regulated investment company" under the Internal       
          December.    Revenue Code. In any fiscal year in which the company   
                       so qualifies and distributes to shareholders all of its 
                       net investment income and net capital gains, the        
                       company itself is relieved of federal income tax.        
 
                       All dividends and capital gains are taxable whether
                       they are reinvested or received in cash--unless you are
                       exempt from taxation or entitled to tax deferral. Early
                       each year, you will be notified as to the amount and
                       federal tax status of all dividends and capital gains
                       paid during the prior year. Such dividends and capital
                       gains may also be subject to state or local taxes.
 
                       IF YOU HAVE NOT FURNISHED A CERTIFIED CORRECT
TAXPAYER
                       IDENTIFICATION NUMBER (GENERALLY YOUR SOCIAL
SECURITY
                       NUMBER) AND HAVE NOT CERTIFIED THAT WITHHOLDING
DOES
                       NOT APPLY, OR IF THE INTERNAL REVENUE SERVICE HAS
                       NOTIFIED THE COMPANY THAT THE TAXPAYER
IDENTIFICATION
                       NUMBER LISTED ON YOUR ACCOUNT IS INCORRECT
ACCORDING TO
                       THEIR RECORDS OR THAT YOU ARE SUBJECT TO BACKUP
                       WITHHOLDING, FEDERAL LAW GENERALLY REQUIRES THE
COMPANY
                       TO WITHHOLD 31% FROM ANY DIVIDENDS AND/OR
REDEMPTIONS
                       (INCLUDING EXCHANGE REDEMPTIONS). Amounts withheld are
                       applied to your federal tax liability; a refund may be
                       obtained from the Service if withholding results in
                       overpayment of taxes. Federal law also requires the
 
                                                                              7
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       company to withhold 30% or the applicable tax treaty
                       rate from dividends paid to certain nonresident alien,
                       non-U.S. partnership and non-U.S. corporation
                       shareholder accounts.
 
                       This is a brief summary of some of the tax laws that
                       affect your investment in the company. Please see the
                       statement of additional information and your tax ad-
                       viser for further information.
 
            COMPANY    COMPANY ORGANIZATION AND VOTING RIGHTS  The
company, an
       ORGANIZATION    open-end, diversified management investment company,
                AND    was organized as a Delaware corporation in 1933. The
         MANAGEMENT    company's board supervises company operations and per-
                       forms duties required by applicable state and federal
   The company is a    law. Members of the board who are not employed by Capi-
      member of The    tal Research and Management Company or its affiliates
     American Funds    are paid certain fees for services rendered to the com-
    Group, which is    pany as described in the statement of additional infor-
  managed by one of    mation. They may elect to defer all or a portion of
    the largest and    these fees through a deferred compensation plan in ef-
   most experienced    fect for the company. All shareholders have one vote
         investment    per share owned and, at the request of the holders of
          advisers.    at least 10% of the shares, the company will hold a
                       meeting at which any member of the board could be re-
                       moved by a majority vote.
 
                       THE INVESTMENT ADVISER  Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the company and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los
                       Angeles, CA 90071 and at 135 South State College
                       Boulevard, Brea, CA 92621. (See "The American Funds
                       Shareholder Guide: Purchasing Shares--Investment
                       Minimums and Fund Numbers" for a listing of funds in
                       The American Funds Group.) Capital Research and
                       Management Company manages the investment portfolio and
                       business affairs of the company and receives a fee at
                       the annual rate of 0.39% on the first $1.0 billion of
                       the company's net assets, plus 0.336% on net assets
                       over $1.0 billion to $2.0 billion, plus 0.30% on net
                       assets over $2.0 billion to $3.0 billion, plus 0.276%
                       on net assets over $3.0 billion to $5.0 billion, plus
                       0.258% on net assets over $5 billion to $8 billion,
                       plus 0.246% on net assets over $8 billion to $13
                       billion, plus 0.24% on net assets in excess of $13
                       billion.
 
                       Capital Research and Management Company is a wholly
                       owned subsidiary of The Capital Group Companies, Inc.
                       (formerly "The Capital Group, Inc."), which is located
                       at 333 South Hope Street, Los Angeles, CA 90071. The
                       research activities of Capital Research and Management
                       Company are conducted by affiliated companies which
                       have offices in Los Angeles, San Francisco, New York,
                       Washington, D.C., London, Geneva, Singapore, Hong Kong
                       and Tokyo.
 
8
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       Capital Research and Management Company and its
                       affiliated companies have adopted a personal investing
                       policy that is consistent with the recommendations
                       contained in the report dated May 9, 1994 issued by the
                       Investment Company Institute's Advisory Group on
                       Personal Investing. (See the statement of additional
                       information.)
 
                       PORTFOLIO TRANSACTIONS  Orders for the company's portfo-
                       lio securities transactions are placed by Capital Re-
                       search and Management Company, which strives to obtain
                       the best available prices, taking into account the
                       costs and quality of executions. In the over-the-
                       counter market, purchases and sales are transacted di-
                       rectly with principal market-makers except in those
                       circumstances where it appears better prices and execu-
                       tions are available elsewhere.
 
                       Subject to the above policy, when two or more brokers
                       are in a position to offer comparable prices and
                       executions, preference may be given to brokers that
                       have sold shares of the company or have provided
                       investment research, statistical, and other related
                       services for the benefit of the company and/or of other
                       funds served by Capital Research and Management
                       Company.
 
                       PRINCIPAL UNDERWRITER  American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       company's shares. American Funds Distributors, Inc. is
                       located at 333 South Hope Street, Los Angeles, CA
                       90071, 135 South State College Boulevard, Brea, CA
                       92621, 8000 IH-10 West, San Antonio, TX 78230, 8332
                       Woodfield Crossing Boulevard, Indianapolis, IN 46240,
                       and 5300 Robin Hood Road, Norfolk, VA 23513. Telephone
                       conversations with American Funds Distributors may be
                       recorded or monitored for verification, recordkeeping
                       and quality assurance purposes.
 
                       PLAN OF DISTRIBUTION  The company has a plan of
                       distribution or "12b-1 Plan" under which it may finance
                       activities primarily intended to sell shares, provided
                       the categories of expenses are approved in advance by
                       the board and the expenses paid under the plan were
                       incurred within the last 12 months and accrued while
                       the plan is in effect. Expenditures by the company
                       under the plan may not exceed 0.25% of its average net
                       assets annually (all of which may be for service fees).
                       (See "Purchasing Shares--Sales Charges" below.)
 
                       TRANSFER AGENT  American Funds Service Company, a wholly
                       owned subsidiary of Capital Research and Management
                       Company, is the transfer agent and performs shareholder
                       service functions. It was paid a fee of $16,006,000 for
                       the year ended December 31, 1994. Telephone
                       conversations with American Funds Service Company may
                       be recorded or monitored for verification,
                       recordkeeping and quality assurance purposes.
 
                                                                              9
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
                            AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                     SERVICE       ADDRESS                 AREAS SERVED
                      AREA
                    -----------------------------------------------------------
                    WEST      P.O. Box 2205                AK, AZ, CA, HI, ID, 
                              Brea, CA 92622-2205          MT, NV, OR, UT, WA  
                              Fax: 714/671-7080            and outside the U.S. 
                    -----------------------------------------------------------
                    CENTRAL-  P.O. Box 659522              AR, CO, IA, KS, LA,
                    WEST      San Antonio, TX 78265-9522   MN, MO, ND, NE, NM,
                              Fax: 210/530-4050            OK, SD, TX and WY    
                    -----------------------------------------------------------
                    CENTRAL-  P.O. Box 6007                AL, IL, IN, KY, MI,
                    EAST      Indianapolis, IN 46206-6007  MS, OH, TN and WI    
                              Fax: 317/735-6620              
                    -----------------------------------------------------------
                    EAST      P.O. Box 2280                CT, DE, FL, GA, MA,
                              Norfolk, VA 23501-2280       MD, ME, NC, NH, NJ,
                              Fax: 804/670-4773            NY, PA, RI, SC, VA,
                                                           VT, WV and 
                                                           Washington, D.C. 
                    -----------------------------------------------------------
                     ALL SHAREHOLDERS MAY CALL AMERICAN FUNDS SERVICE
                     COMPANY AT 800/421-0180 FOR SERVICE.
                    -----------------------------------------------------------
 
 
                                      [MAP OF THE UNITED STATES]
 
 
                    ----------------------------------------------------------- 
                      West (light grey); Central-West (white); Central-East
                      (dark grey), East (orange)
 
10
 
<PAGE>
 
                     THE AMERICAN FUNDS SHAREHOLDER GUIDE 
 
  PURCHASING SHARES    METHOD    INITIAL INVESTMENT   ADDITIONAL
INVESTMENTS
                      ---------------------------------------------------------
     Your investment                See "Investment      $50 minimum (except
    dealer can help                 Minimums and Fund    where a lower
 you establish your                 Numbers" for         minimum is noted
  account--and help                 initial              under "Investment
      you add to it                 investment           Minimums and Fund
 whenever you like.                 minimums.            Numbers").
                      ---------------------------------------------------------
                       By           Visit any            Mail directly to
                       contacting   investment dealer    your investment
                       your         who is registered    dealer's address
                       investment   in the state         printed on your
                       dealer       where the            account statement.
                                    purchase is made
                                    and who has a
                                    sales agreement
                                    with American
                                    Funds
                                    Distributors.
                      ---------------------------------------------------------
                       By mail      Make your check      Fill out the account
                                    payable to the       additions form at the
                                    fund and mail to     bottom of a recent
                                    the address          account statement,
                                    indicated on the     make your check
                                    account              payable to the fund,
                                    application.         write your account
                                    Please indicate      number on your check,
                                    an investment        and mail the check
                                    dealer on the        and form in the
                                    account              envelope provided
                                    application.         with your account
                                                         statement.
                      ---------------------------------------------------------
                       By wire      Call 800/421-0180    Your bank should wire
                                    to obtain your       your additional
                                    account number(s),   investments in the
                                    if necessary.        same manner as
                                    Please indicate      described under
                                    an investment        "Initial Investment."
                                    dealer on the 
                                    account. Instruct 
                                    your bank to wire
                                    funds to:
 
                                    Wells Fargo Bank
                                    155 Fifth Street
                                    Sixth Floor
                                    San Francisco, 
                                    CA 94106
                                    (ABA #121000248)
 
                                    For credit to the
                                    account of:
                                    American Funds
                                    Service Company
                                    a/c #4600-076178
                                    (fund name)
                                    (your fund acct.
                                    no.)
                      ---------------------------------------------------------
                      THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE
                      THE RIGHT TO REJECT ANY PURCHASE ORDER.
 
 
                      SHARE PRICE Shares are purchased at the next offering
                      price after the order is received by the company or
                      American Funds Service Company. In the case of orders
                      sent directly to the company or American Funds Service
                      Company, an investment dealer MUST be indicated. This
                      price is the net asset value plus a sales charge, if
                      applicable. Dealers are responsible for promptly
                      transmitting orders. (See the statement of additional
                      information under "Purchase of Shares--Price of
                      Shares.")
 
                      The net asset value per share is determined as of the
                      close of trading (currently 4:00 p.m., New York time) on
                      each day the New York Stock Exchange is open. The current
                      value of the company's total assets, less all liabilities,
                      is divided by the total number of shares outstanding and
                      the result, rounded to the nearer cent, is the net asset
                      value per share. The net asset value per share of the
                      money market funds normally will remain constant at $1.00
                      based on the funds' current practice of valuing their
                      shares on the basis of the penny-rounding method in
                      accordance with rules of the Securities and Exchange
                      Commission.
 
                                                                              11
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       SHARE CERTIFICATES Shares are credited to your account
                       and certificates are not issued unless specifically
                       requested. This eliminates the costly problem of lost
                       or destroyed certificates.
 
                       If you would like certificates issued, please request
                       them by writing to American Funds Service Company.
                       There is usually no charge for issuing certificates in
                       reasonable denominations. CERTIFICATES ARE NOT
                       AVAILABLE FOR THE MONEY MARKET FUNDS.
 
                       INVESTMENT MINIMUMS AND FUND NUMBERS Here are the
                       minimum initial investments required by the funds in
                       The American Funds Group along with fund numbers for
                       use with our automated phone line, American
                       FundsLine(R) (see description below):
 
<TABLE>
<CAPTION>
                                               MINIMUM
                                               INITIAL   FUND
FUND                                         INVESTMENT NUMBER
- ----                                         ---------- ------
<S>                                          <C>        <C>
STOCK AND STOCK/BOND FUNDS
AMCAP Fund(R)..........................        $1,000     02
American Balanced Fund(R)..............           500     11
American Mutual Fund(R)................           250     03
Capital Income Builder(R)..............         1,000     12
Capital World Growth and Income 
  Fund(SM).............................         1,000     33
EuroPacific Growth Fund(R).............           250     16
Fundamental Investors(SM)..............           250     10
The Growth Fund of America(R)..........         1,000     05
The Income Fund of America(R)..........         1,000     06
The Investment Company of America(R)...           250     04
The New Economy Fund(R)................         1,000     14
New Perspective Fund(R)................           250     07
SMALLCAP World Fund(SM)................         1,000     35
Washington Mutual Investors Fund(SM)...           250     01
</TABLE>
 
 
<TABLE>
<CAPTION>
                                               MINIMUM
                                               INITIAL   FUND
FUND                                         INVESTMENT NUMBER
- ----                                         ---------- ------
<S>                                          <C>        <C>
BOND FUNDS
American High-Income Municipal Bond 
  Fund(SM).............................        $1,000     40
American High-Income Trust(R)..........         1,000     21
The Bond Fund of America(SM)...........         1,000     08
Capital World Bond Fund(R).............         1,000     31
Intermediate Bond Fund of America(R)...         1,000     23
Limited Term Tax-Exempt Bond Fund of 
  America(SM)..........................         1,000     43
The Tax-Exempt Bond Fund of 
  America(SM)..........................         1,000     19
The Tax-Exempt Fund of California(R)*..         1,000     20
The Tax-Exempt Fund of Maryland(R)*....         1,000     24
The Tax-Exempt Fund of Virginia(R)*....         1,000     25
U.S. Government Securities Fund(SM)....         1,000     22
 
MONEY MARKET FUNDS
The Cash Management Trust of 
  America(R)...........................         2,500     09
The Tax-Exempt Money Fund of 
  America(SM)..........................         2,500     39
The U.S. Treasury Money Fund of 
  America(SM)..........................         2,500     49
</TABLE>
 --------
* Available only in certain states.
 
                       For retirement plan investments, the minimum is $250,
                       except that the money market funds have a minimum of
                       $1,000 for individual retirement accounts (IRAs).
                       Minimums are reduced to $50 for purchases through
                       "Automatic Investment Plans" (except for the money
                       market funds) or to $25 for purchases by retirement
                       plans through payroll deductions and may be reduced or
                       waived for shareholders of other funds in The American
                       Funds Group. TAX-EXEMPT FUNDS SHOULD NOT SERVE AS
                       RETIREMENT PLAN INVESTMENTS. The minimum is $50 for
                       additional investments (except as noted above).
 
12
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       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>
                                                                          DEALER
                                                     SALES CHARGE AS    CONCESSION
                                                   PERCENTAGE OF THE:  AS PERCENTAGE
                                                   ------------------     OF THE
               AMOUNT OF PURCHASE                  NET AMOUNT OFFERING  
OFFERING
               AT THE OFFERING PRICE                INVESTED   PRICE       PRICE
               ---------------------               ---------- -------- -------------
               <S>                                 <C>        <C>      <C>
               STOCK AND STOCK/BOND FUNDS
               Less than $50,000.................    6.10%     5.75%       5.00%
               $50,000 but less than $100,000....    4.71      4.50        3.75
 
               BOND FUNDS
               Less than $25,000.................    4.99      4.75        4.00
               $25,000 but less than $50,000.....    4.71      4.50        3.75
               $50,000 but less than $100,000....    4.17      4.00        3.25
 
               STOCK, STOCK/BOND, AND BOND FUNDS
               $100,000 but less than $250,000...    3.63      3.50        2.75
               $250,000 but less than $500,000...    2.56      2.50        2.00
               $500,000 but less than $1,000,000.    2.04      2.00        1.60
               $1,000,000 or more................    none      none     (see below)
</TABLE>
 
 
                       Commissions of up to 1% will be paid to dealers who
                       initiate and are responsible for purchases of $1
                       million or more, for purchases by any defined
                       contribution plan qualified under Section 401(a) of the
                       Internal Revenue Code including a "401(k)" plan with
                       200 or more eligible employees (paid pursuant to the
                       company's plan of distribution), and for purchases made
                       at net asset value by certain retirement plans of
                       organizations with collective retirement plan assets of
                       $100 million or more as set forth in the statement of
                       additional information (paid by American Funds
                       Distributors).
 
                       American Funds Distributors, at its expense (from a
                       designated percentage of its income), will provide
                       additional promotional incentives to dealers. Currently
                       these incentives are limited to the top one hundred
                       dealers who have sold shares of the company or other
                       funds in The American Funds Group. These incentive
                       payments will be based on a pro rata share of a
                       qualifying dealer's sales.
 
                       Any defined contribution plan qualified under Section
                       401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees or
                       any other purchaser investing at least $1 million in
                       shares of the company (or in combination with shares of
                       other funds in The American Funds Group other than the
                       money market funds) may purchase shares at net asset
                       value; however, a contingent deferred sales
 
                                                                             13
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       charge of 1% is imposed on certain redemptions within
                       one year of the purchase. (See "Redeeming Shares--
                       Contingent Deferred Sales Charge.")
 
                       Qualified dealers currently are paid a continuing
                       service fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund
                       Organization and Management--Plan of Distribution").
                       These services include processing purchase and
                       redemption transactions, establishing shareholder
                       accounts and providing certain information and
                       assistance with respect to the company.
 
                       NET ASSET VALUE PURCHASES The stock, stock/bond and
                       bond funds may sell shares at net asset value to: (1)
                       current or retired directors, trustees, officers and
                       advisory board members of the funds managed by Capital
                       Research and Management Company, employees of
                       Washington Management Corporation, employees and
                       partners of The Capital Group Companies, Inc. and its
                       affiliated companies, certain family members of the
                       above persons, and trusts or plans primarily for such
                       persons; (2) current or retired registered
                       representatives or full-time employees and their
                       spouses and minor children of dealers having sales
                       agreements with American Funds Distributors and plans
                       for such persons; (3) companies exchanging securities
                       with the company through a merger, acquisition or
                       exchange offer; (4) trustees or other fiduciaries
                       purchasing shares for certain retirement plans of
                       organizations with retirement plan assets of $100
                       million or more; (5) insurance company separate
                       accounts; (6) accounts managed by subsidiaries of The
                       Capital Group Companies, Inc.; and (7) The Capital
                       Group Companies, Inc., its affiliated companies and
                       Washington Management Corporation. Shares are offered
                       at net asset value to these persons and organizations
                       due to anticipated economies in sales effort and
                       expense.
 
           REDUCING    AGGREGATION Sales charge discounts are available for
         YOUR SALES    certain aggregated investments. Qualifying investments
             CHARGE    include those by you, your spouse and your children
                       under the age of 21, if all parties are purchasing
       You and your    shares for their own account(s), which may include
   immediate family    purchases through employee benefit plan(s) such as an
        may combine    IRA, individual-type 403(b) plan or single-participant
     investments to    Keogh-type plan or by a business solely controlled by
 reduce your costs.    these individuals (for example, the individuals own the
                       entire business) or by a trust (or other fiduciary
                       arrangement) solely for the benefit of these
                       individuals. Individual purchases by a trustee(s) or
                       other fiduciary(ies) may also be aggregated if the
                       investments are (1) for a single trust estate or
                       fiduciary account, including an employee benefit plan
                       other than those described above or (2) made for two or
                       more employee benefit plans of a single employer or of
                       affiliated employers as defined in the Investment
                       Company Act of 1940, again excluding employee benefit
                       plans described above, or (3) for a diversified common
                       trust fund or other diversified pooled account not
                       specifically formed for the purpose of accumulating
 
14
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       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 To qualify for a reduced sales
                       charge, you may combine concurrent purchases of two or
                       more funds in The American Funds Group, except direct
                       purchases of the money market funds. (Shares of the
                       money market funds purchased through an exchange,
                       reinvestment or cross-reinvestment from a fund having a
                       sales charge do qualify.) For example, if you
                       concurrently invest $25,000 in one fund and $25,000 in
                       another, the sales charge would be reduced to reflect a
                       $50,000 purchase.
 
                       RIGHT OF ACCUMULATION The sales charge for your invest-
                       ment may also be reduced by taking into account the
                       current value of your existing holdings in The American
                       Funds Group. Direct purchases of the money market funds
                       are excluded. (See account application.)
 
                       STATEMENT OF INTENTION You may reduce sales charges on
                       all investments by meeting the terms of a statement of
                       intention, a non-binding commitment to invest a certain
                       amount in fund shares subject to a commission within a
                       13-month period. Five percent of the statement amount
                       will be held in escrow to cover additional sales
                       charges which may be due if your total investments over
                       the statement period are insufficient to qualify for a
                       sales charge reduction. (See account application.)
 
                       YOU MUST LET YOUR INVESTMENT DEALER OR AMERICAN
FUNDS
                       SERVICE COMPANY KNOW IF YOU QUALIFY FOR A REDUCTION
IN
                       YOUR SALES CHARGE USING ONE OR ANY COMBINATION OF
THE
                       METHODS DESCRIBED ABOVE.
 
                                                                             15
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
        SHAREHOLDER    AUTOMATIC INVESTMENT PLAN You may make regular
monthly
           SERVICES    or quarterly investments through automatic charges to
                       your bank account. Once a plan is established, your ac-
 The company offers    count will normally be charged by the 10th day of the
     you a valuable    month during which an investment is made (or by the
  array of services    15th day of the month in the case of any retirement
        designed to    plan for which Capital Guardian Trust Company--another
       increase the    affiliate of The Capital Group Companies, Inc.--acts as
    convenience and    trustee or custodian).
     flexibility of 
  your investment--    AUTOMATIC REINVESTMENT Dividends and capital gain dis-  
   services you can    tributions are reinvested in additional shares at no    
  use to alter your    sales charge unless you indicate otherwise on the       
 investment program    account application. You also may elect to have divi-   
  as your needs and    dends and/or capital gain distributions paid in cash by 
      circumstances    informing the company, American Funds Service Company   
            change.    or your investment dealer.                               
 
                       CROSS-REINVESTMENT You may cross-reinvest dividends or
                       dividends and capital gain distributions paid by one
                       fund into another fund in The American Funds Group,
                       subject to conditions outlined in the statement of ad-
                       ditional information. Generally, to use this service
                       the value of your account in the paying fund must equal
                       at least $5,000.
 
                       EXCHANGE PRIVILEGE You may exchange shares into other
                       funds in The American Funds Group. Exchange purchases
                       are subject to the minimum investment requirements of
                       the fund purchased and no sales charge generally
                       applies. However, exchanges of shares from the money
                       market funds are subject to applicable sales charges on
                       the fund being purchased, unless the money market fund
                       shares were acquired by an exchange from a fund having
                       a sales charge, or by reinvestment or cross-
                       reinvestment of dividends or capital gain
                       distributions.
 
                       You may exchange shares by writing to American Funds
                       Service Company (see "Redeeming Shares"), by contacting
                       your investment dealer, by using American FundsLine(R)
                       (see "Shareholder Services--American FundsLine(R)" be-
                       low), or by telephoning 800/421-0180 toll-free, faxing
                       (see "Transfer Agent" above for the appropriate fax
                       numbers) or telegraphing American Funds Service Compa-
                       ny. (See "Redeeming Shares--Telephone Redemptions and
                       Exchanges" below.) Shares held in corporate-type re-
                       tirement plans for which Capital Guardian Trust Company
                       serves as trustee may not be exchanged by telephone,
                       fax or telegraph. Exchange redemptions and purchases
                       are processed simultaneously at the share prices next
                       determined after the exchange order is received. (See
                       "Purchasing Shares--Share Price.") THESE TRANSACTIONS
                       HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES
AND
                       PURCHASES.
 
                       AUTOMATIC EXCHANGES You may automatically exchange
                       shares (in amounts of $50 or more) among any of the
                       funds in The American Funds Group on any day (or pre-
                       ceding business day if the day falls on a non-business
                       day) of each month you designate. You must either meet
                       the
 
16
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       minimum initial investment requirement for the receiv-
                       ing fund OR the originating fund's balance must be at
                       least $5,000 and the receiving fund's minimum must be
                       met within one year.
 
                       AUTOMATIC WITHDRAWALS You may make automatic withdraw-
                       als of $50 or more as follows: five or more times per
                       year if you have an account of $10,000 or more, or four
                       or fewer times per year if you have an account of
                       $5,000 or more. Withdrawals are made on or about the
                       15th day of each month you designate, and checks will
                       be sent within seven days. (See "Other Important Things
                       to Remember.") Additional investments in a withdrawal
                       account must not be less than one year's scheduled
                       withdrawals or $1,200, whichever is greater. However,
                       additional investments in a withdrawal account may be
                       inadvisable due to sales charges and tax liabilities.
 
                       THESE SERVICES ARE AVAILABLE ONLY IN STATES WHERE THE
                       FUND TO BE PURCHASED MAY BE LEGALLY OFFERED AND
MAY BE
                       TERMINATED OR MODIFIED AT ANY TIME UPON 60 DAYS'
                       WRITTEN NOTICE.
 
                       ACCOUNT STATEMENTS Your account is opened in accordance
                       with your registration instructions. Transactions in
                       the account, such as additional investments and
                       dividend reinvestments, will be reflected on regular
                       confirmation statements from American Funds Service
                       Company.
 
                       AMERICAN FUNDSLINE(R) You may check your share balance,
                       the price of your shares, or your most recent account
                       transaction, redeem shares (up to $10,000 per fund, per
                       account each day), or exchange shares around the clock
                       with American FundsLine(R). To use this service, call
                       800/325-3590 from a TouchTone(TM) telephone.
                       Redemptions and exchanges through American FundsLine(R)
                       are subject to the conditions noted above and in
                       "Redeeming Shares--Telephone Redemptions and Exchanges"
                       below. You will need your fund number (see the list of
                       funds in The American Funds Group under "Purchasing
                       Shares--Investment Minimums and Fund Numbers"),
                       personal identification number (the last four digits of
                       your Social Security number or other tax identification
                       number associated with your account) and account
                       number.
 
                                                                             17
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
          REDEEMING     By writing to  Send a letter of instruction
             SHARES     American       specifying the name of the company,
                        Funds Service  the number of shares or dollar amount
 You may take money     Company (at    to be sold, your name and account
        out of your     the            number. You should also enclose any
   account whenever     appropriate    certificate shares you wish to
        you please.     address        redeem. For redemptions over $50,000
                        indicated      and for certain redemptions of
                        under          $50,000 or less (see below), your
                        "Company       signature must be guaranteed by a
                        Organization   bank, savings association, credit
                        and            union, or member firm of a domestic
                        Management--   stock exchange or the National
                        Transfer       Association of Securities Dealers,
                        Agent")        Inc., that is an eligible guarantor
                                       institution. You should verify with
                                       the institution that it is an
                                       eligible guarantor prior to signing.
                                       Additional documentation may be
                                       required for redemption of shares
                                       held in corporate, partnership or
                                       fiduciary accounts. Notarization by a
                                       Notary Public is not an acceptable
                                       signature guarantee.
                       --------------------------------------------------------
                        By contacting  If you redeem shares through your
                        your           investment dealer, you may be charged
                        investment     for this service. SHARES HELD FOR YOU
                        dealer         IN YOUR INVESTMENT DEALER'S STREET
                                       NAME MUST BE REDEEMED THROUGH THE
                                       DEALER.
                       --------------------------------------------------------
                        You may have   You may use this option, provided the
                        a redemption   account is registered in the name of
                        check sent to  an individual(s), a UGMA/UTMA
                        you by using   custodian, or a non-retirement plan
                        American       trust. These redemptions may not
                        FundsLine(R)   exceed $10,000 per day, per fund
                        or by          account and the check must be made
                        telephoning,   payable to the shareholder(s) of
                        faxing, or     record and be sent to the address of
                        telegraphing   record provided the address has been
                        American       used with the account for at least 10
                        Funds Service  days. See "Transfer Agent" and
                        Company        "Exchange Privilege" above for the
                        (subject to    appropriate telephone or fax number.
                        the
                        conditions
                        noted in this
                        section and
                        in "Telephone
                        Redemptions
                        and
                        Exchanges"
                        below)
                       --------------------------------------------------------
                        In the case    Upon request (use the account
                        of the money   application for the money market
                        market funds,  funds) you may establish telephone
                        you may have   redemption privileges (which will
                        redemptions    enable you to have a redemption sent
                        wired to your  to your bank account) and/or check
                        bank by        writing privileges. If you request
                        telephoning    check writing privileges, you will be
                        American       provided with checks that you may use
                        Funds Service  to draw against your account. These
                        Company        checks may be made payable to anyone
                        ($1,000 or     you designate and must be signed by
                        more) or by    the authorized number of registered
                        writing a      shareholders exactly as indicated on
                        check ($250    your checking account signature card.
                        or more)
                       --------------------------------------------------------
                       A SIGNATURE GUARANTEE IS NOT CURRENTLY REQUIRED FOR
ANY
                       REDEMPTION OF $50,000 OR LESS PROVIDED THE REDEMPTION
                       CHECK IS MADE PAYABLE TO THE REGISTERED
SHAREHOLDER(S)
                       AND IS MAILED TO THE ADDRESS OF RECORD, PROVIDED THE
                       ADDRESS HAS BEEN USED WITH THE ACCOUNT FOR AT LEAST
10
                       DAYS.
 
                       THE PRICE YOU RECEIVE FOR THE SHARES YOU REDEEM IS THE
                       NET ASSET VALUE NEXT DETERMINED AFTER YOUR ORDER
AND
                       ALL REQUIRED DOCUMENTATION ARE RECEIVED BY THE
COMPANY
                       OR AMERICAN FUNDS SERVICE COMPANY. (SEE "PURCHASING
                       SHARES--SHARE PRICE.")
 
                       TELEPHONE REDEMPTIONS AND EXCHANGES By using the
                       telephone (including American FundsLine(R)), telex, fax
                       or telegraph redemption and/or exchange options, you
                       agree to hold the company, American Funds Service
                       Company, any of its affiliates or mutual funds managed
                       by such affiliates, and each of their respective
                       directors, trustees,
 
18
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       officers, employees and agents harmless from any
                       losses, expenses, costs or liability (including
                       attorney fees) which may be incurred in connection
                       with the exercise of these privileges. Generally, all
                       shareholders are automatically eligible to use these
                       options. However, you may elect to opt out of these
                       options by writing American Funds Service Company (you
                       may reinstate them at any time also by writing American
                       Funds Service Company). If American Funds Service
                       Company does not employ reasonable procedures to
                       confirm that the instructions received from any person
                       with appropriate account information are genuine, the
                       company may be liable for losses due to unauthorized or
                       fraudulent instructions. In the event that shareholders
                       are unable to reach the company by telephone because of
                       technical difficulties, market conditions, or a natural
                       disaster, redemption and exchange requests may be made
                       in writing only.
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions
                       within the first year on investments of $1 million or
                       more and on any investment made with no initial sales
                       charge by any defined contribution plan qualified under
                       Section 401(a) of the Internal Revenue Code including a
                       "401(k)" plan with 200 or more eligible employees. The
                       charge is 1% of the lesser of the value of the shares
                       redeemed (exclusive of reinvested dividends and capital
                       gain distributions) or the total cost of such shares.
                       Shares held for the longest period are assumed to be
                       redeemed first for purposes of calculating this charge.
                       The charge is waived for exchanges (except if shares
                       acquired by exchange were then redeemed within 12
                       months of the initial purchase); for distributions from
                       qualified retirement plans and other employee benefit
                       plans; for distributions from 403(b) plans or IRAs due
                       to death, disability or attainment of age 59 1/2; for
                       tax-free returns of excess contributions to IRAs; for
                       redemptions through certain automatic withdrawals not
                       exceeding 10% of the amount that would otherwise be
                       subject to the charge; and for redemptions in
                       connection with loans made by qualified retirement
                       plans.
 
                       REINSTATEMENT PRIVILEGE You may reinvest proceeds from
                       a redemption or a dividend or capital gain distribution
                       without sales charge (any contingent deferred sales
                       charge paid will be credited to your account) in any
                       fund in The American Funds Group. Send a written
                       request and a check to American Funds Service Company
                       within 90 days after the date of the redemption or
                       distribution. Reinvestment will be at the next
                       calculated net asset value after receipt. The tax
                       status of a gain realized on a redemption will not be
                       affected by exercise of the reinstatement privilege,
                       but a loss may be nullified if you reinvest in the same
                       fund within 30 days. If you redeem your shares within
                       90 days after purchase and the sales charge on the
                       purchase of other shares is waived under the
                       reinstatement privilege, the sales charge you
                       previously paid for
 
                                                                             19
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       the shares may not be taken into account when you
                       calculate your gain or loss on that redemption.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because each stock,
                       stock/bond and bond fund's net asset value fluctuates,
                       reflecting the market value of the fund's portfolio,
                       the amount a shareholder receives for shares redeemed
                       may be more or less than the amount paid for them.
 
                       Redemption proceeds will not be mailed until sufficient
                       time has passed to provide reasonable assurance that
                       checks or drafts (including certified or cashier's
                       checks) for shares purchased have cleared (which may
                       take up to 15 calendar days from the purchase date).
                       Except for delays relating to clearance of checks for
                       share purchases or in extraordinary circumstances (and
                       as permissible under the Investment Company Act of
                       1940), redemption proceeds will be paid on or before
                       the seventh day following receipt of a proper
                       redemption request.
 
                       A fund may, with 60 days' written notice, close your
                       account if, due to a redemption, the account has a
                       value of less than the minimum required initial
                       investment. (For example, a fund may close an account
                       if a redemption is made shortly after a minimum initial
                       investment is made.)
 
         RETIREMENT    You may invest in the company through various
              PLANS    retirement plans including the following plans for
                       which Capital Guardian Trust Company acts as trustee or
                       custodian: IRAs, Simplified Employee Pension plans,
                       403(b) plans and Keogh- and corporate-type business
                       retirement plans. For further information about any of
                       the plans, agreements, applications and annual fees,
                       contact American Funds Distributors or your investment
                       dealer. To determine which retirement plan is
                       appropriate for you, please consult your tax adviser.
                       TAX-EXEMPT FUNDS SHOULD NOT SERVE AS INVESTMENTS
FOR
                       RETIREMENT PLANS.
 
                       FOR MORE INFORMATION, PLEASE REFER TO THE ACCOUNT
                       APPLICATION OR THE STATEMENT OF ADDITIONAL
INFORMATION.
                       IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE
SHAREHOLDER
                       SERVICES DESCRIBED HEREIN OR YOUR ACCOUNT, PLEASE
                       CONTACT YOUR INVESTMENT DEALER OR AMERICAN FUNDS
                       SERVICE COMPANY.
 
                       [RECYCLE LOGO]  This prospectus has been printed on
                                       recycled paper that meets the
                                       guidelines of the United States
                                       Environmental Protection Agency
 
20
 
                       THE INVESTMENT COMPANY OF AMERICA
          PART B
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 28, 1995
 This document is not a prospectus but should be read in conjunction with the
current Prospectus of The Investment Company of America (the company or ICA)
dated February 28, 1995.  The Prospectus may be obtained from your investment
dealer or financial planner or by writing to the company at the following
address:
THE INVESTMENT COMPANY OF AMERICA
ATTENTION:  SECRETARY
333 SOUTH HOPE STREET
LOS ANGELES, CA  90071
(213) 486-9200
 The fund has two forms of prospectuses.  Each reference to the prospectus in
this Statement of Additional Information includes both of the company's
prospectuses.  Shareholders who purchase shares at net asset value through
eligible retirement plans should note that not all of the services or features
described below may be available to them, and they should contact their
employer for details.
 
<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                            
 
                                                                             
 
ITEM                                                              PAGE NO.   
 
                                                                             
 
<S>                                                               <C>        
INVESTMENT POLICIES                                               1          
 
DESCRIPTION OF CERTAIN SECURITIES                                 2          
 
INVESTMENT RESTRICTIONS                                           4          
 
COMPANY DIRECTORS AND OFFICERS                                    6          
 
ADVISORY BOARD                                                    12         
 
MANAGEMENT                                                        16         
 
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES                        18         
 
PURCHASE OF SHARES                                                21         
 
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES                       23         
 
REDEMPTION OF SHARES                                              24         
 
EXECUTION OF PORTFOLIO TRANSACTIONS                               24         
 
GENERAL INFORMATION                                               25         
 
INVESTMENT RESULTS                                                27         
 
FINANCIAL STATEMENTS                                              35         
 
</TABLE>
 
                              INVESTMENT POLICIES
FIXED-INCOME SECURITIES -- The company may invest in intermediate- and
long-term debt securities.  If market interest rates increase, such
fixed-income securities generally decline in value and vice versa.  If the
currency in which the security is denominated declines against the U.S. dollar,
the dollar value of the security will decline and vice versa.
                       DESCRIPTION OF CERTAIN SECURITIES
BOND RATINGS - The company may invest in debt securities which are rated in the
top three quality categories by Standard & Poor's Corporation or Moody's
Investors Service, Inc. or determined to be  equivalent by Capital Research and
Management Company (the Investment Adviser).  The top three rating categories
for Standard & Poor's and Moody's are described below:
 STANDARD & POOR'S CORPORATION:
 "Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. 
Capacity to pay interest and repay principal is extremely strong."
 "Debt rated 'AA' has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree."
 "Debt rated 'A' has a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of change in
circumstances and economic conditions, than debt in higher categories."
 MOODY'S INVESTORS SERVICE, INC.:
 "Bonds rated Aaa are judged to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as 'gilt
edge.'  Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure.  While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues."
 "Bonds rated Aa are judged to be of high quality by all standards.  Together
with the Aaa group, they comprise what are generally known as high-grade bonds. 
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities, or fluctuation of protective elements may be
of greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities."
 "Bonds rated A are judged to be of 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."
U.S. GOVERNMENT SECURITIES - Securities guaranteed by the U.S. Government
include: (1) direct obligations of the U.S. Treasury (such as Treasury bills,
notes and bonds) and (2) federal agency obligations guaranteed as to principal
and interest by the U.S. Treasury.  In these securities, the payment of
principal and interest is unconditionally guaranteed by the U.S. Government,
and thus they are of the highest possible credit quality.  Such securities are
subject to variations in market value due to fluctuations in interest rates,
but, if held to maturity, will be paid in full.
 Certain securities issued by U.S. Government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury.  However, 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 Cooperatives, and Federal Intermediate Credit Banks.
CASH EQUIVALENTS - These securities include (1) commercial paper (short-term
notes up to 9 months in maturity issued by corporations or governmental
bodies), (2) commercial bank obligations
(E.G., certificates of deposit (interest-bearing time deposits), bankers'
acceptances (time drafts on a commercial bank where the bank accepts an
irrevocable obligation to pay at maturity) and documented discount notes
(corporate promissory discount notes accompanied by a commercial bank guarantee
to pay at maturity), (3) savings association and savings bank obligations
(e.g., certificates of deposit issued by savings banks or savings and loan
associations), (4) securities of the U.S. Government, its agencies or
instrumentalities that mature, or may be redeemed, in one year or less, and (5)
corporate bonds and notes that mature, or that may be redeemed, in one year or
less.
CURRENCY TRANSACTIONS -- For the purpose of hedging currency exchange rate
risks, the company may enter into forward currency contracts.  The company does
not have any current intention of entering into forward currency contracts
other than currency exchange contracts which will be entered into only during
the period between the trade date and the settlement date of a security
transaction to fix the dollar cost or proceeds for the transaction. 
 A forward currency contract involves 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.  These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks).  At the
maturity of a forward contract, the company may either accept or make delivery
of the currency specified in the contract or, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract. 
Closing transactions with respect to forward contracts are usually effected
with the currency trader who is a party to the original contract.  
                            INVESTMENT RESTRICTIONS
 The company has adopted certain investment restrictions, which are fundamental
policies and cannot be changed without a majority vote of its outstanding
shares.  Such majority is defined within the Investment Company Act of 1940
(the 1940 Act) as the vote of the lesser of (i) 67% or more of the outstanding
voting securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present in person or by proxy, or (ii) more
than 50% of the outstanding voting securities.
 These restrictions (which do not apply to the purchase of securities issued or
guaranteed by the U.S. Government) provide that the company shall make no
investment:
 Which involves promotion or business management by the company;
In any security about which reliable information is not available with respect
to the history, management, assets, earnings, and income of the issuer;
If the investment would cause more than 5% of the value of the total assets of
the company, as they exist at the time of investment, to be invested in the
securities of any one issuer;
If the investment would cause more than 20% of the value of the total assets of
the company to be invested in the securities in any one industry;
If the investment would cause the company to own more than 10% of the
outstanding voting securities of any one issuer, provided that this restriction
shall apply as to 75% of the company's total assets; or
In any security which has not been placed on the company's Eligible List. (See
the Prospectus)
 The company is not permitted to buy securities on margin, sell securities
short, borrow money, or to invest in real estate. (Although it has not been the
practice of the company to make such investments (and it has no current
intention of doing so at least for the next 12 months), the company may invest
in the securities of real estate investment trusts.)
The company has also adopted other fundamental policies which require the
company not to:
Concentrate its investment in any particular industry or group of industries. 
Some degree of concentration may occur from time to time (within the 20%
limitation of the Certificate of Incorporation) as certain industries appear to
present desirable fields for investment.
Engage generally in the making of loans.  Although the company has reserved the
right to make loans to unaffiliated persons subject to certain restrictions,
including requirements concerning collateral and amount of any loan, no loans
have been made since adoption of this fundamental policy more than 50 years
ago.
Act as underwriter of securities issued by others, engage in distribution of
securities for others, engage in the purchase and sale of commodities or
commodity contracts, borrow money, invest in real estate, or make investments
in other companies for the purpose of exercising control or management.
Pledge, encumber or assign all or any part of its property and assets as
security for a debt.
Invest in the securities of other investment companies.  
 Notwithstanding the restriction on investing in the securities of other
investment companies, the company 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.
 Additional investment restrictions adopted by the company and which may be
changed by the Board of Directors without shareholder approval, provide that
the company may not:
Purchase and sell securities for short-term profits; however, securities will
be sold without regard to the time that they have been held whenever investment
judgement makes such action seem advisable.  
Purchase or retain the securities of any issuer if those officers and directors
of the company or the Investment Adviser who own beneficially more than one
half of 1% of such issuer together own more than 5% of the securities of such
issuer.
Invest in securities of companies which, with their predecessors, have a record
of less than three years' continuous operations.  
Invest in puts, calls, straddles, spreads or any combination thereof.
Purchase partnership interests in oil, gas or mineral exploration, drilling or
mining ventures.  
Invest in excess of 10% of the market value of its total assets in securities
which may require registration under the Securities Act of 1933 prior to sale
by the company (restricted securities), or other securities that are not
readily marketable.
                         COMPANY DIRECTORS AND OFFICERS
Directors and Director Compensation 
(with their principal occupations during the past five years)#
 
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE       POSITION WITH   PRINCIPAL OCCUPATION(S)
DURING   AGGREGATE          TOTAL COMPENSATION    TOTAL
NUMBER   
                            REGISTRANT    PAST 5 YEARS (POSITIONS WITHIN THE  
COMPENSATION       FROM ALL FUNDS        OF
FUND   
                                          ORGANIZATIONS LISTED MAY HAVE   (INCLUDING 

      MANAGED BY CAPITAL    BOARDS ON 
 
                                          CHANGED DURING THIS PERIOD)   VOLUNTARILY
DEFERRED   RESEARCH AND          WHICH   
                                                                      COMPENSATION/1/) FROM  
MANAGEMENT COMPANY/2/  
DIRECTOR   
                                                                      THE COMPANY DURING            

           SERVES   
                                                                      FISCAL YEAR ENDED               

                       
                                                                      12/31/94                                   

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

 <C>            
Charles H. Black            Director      Private investor and consultant;   $54,200           
$102,300              4      
 
525 Alma Real Drive                       KaiserSteel Corporation, former                           

                              
Pacific Palisades, CA                     Executive Vice President and                                 

                        
90272                                     Director                                                             

             
Age:  68                                                                                                         

           
 
John F. Bookout             Director      Royal Dutch Petroleum, former   $49,600           
$49,600               1       
One Shell Plaza                           Supervisory Director; Shell Oil                               

                          
P.O. Box 2463                             Company, former President and                              

                           
Houston, TX  77252                        Chief Executive Officer                                     

                      
Age: 72                                                                                                          

           
 
Ann S. Bowers               Director      Enterprise 2000, Human resources   $51,600           
$51,600               1      
 
1570 Emerson                              consultant                                                        

                
Palo Alto, CA  94301                                                                                         

               
Age:  57                                                                                                         

           
 
Malcolm R. Currie           Director      Hughes Aircraft Company,    $47,800           
$47,800               1        
Bldg. C-1                                 Chairman Emeritus                                               

                  
Mail Station A-100                                                                                            

              
P.O. Box 80028                                                                                                

              
Los Angeles, CA                                                                                               

              
90080-0028                                                                                                     

             
Age:  68                                                                                                         

           
 
+ Jon B. Lovelace, Jr.      Chairman of    Capital Research and Management   None/3/        

  None/3/               4      
 
333 South Hope Street       the Board and    Company, Vice Chairman of the                    

                                    
 
Los Angeles, CA             Director      Board and Chairman of the                                

                         
90071-1443                                Executive Committee                                           

                    
Age:    68                                                                                                       

           
 
John G. McDonald            Director      The IBJ Professor of Finance,   $55,400/4/        
$124,600              6       
Graduate School of                        Graduate School of Business,                                

                         
Finance                                   Stanford University                                                

               
Stanford University                                                                                            

             
Stanford, CA  94305                                                                                          

               
Age:  57                                                                                                         

           
 
Bailey U. Morris            Director      THE INDEPENDENT OF LONDON,   $47,800        

  $47,800               1       
International Economic                    Consultant                                                       

                 
Insights, Editor                                                                                                 

           
Institute for International                                                                                     

              
Economics                                                                                                       

            
11 Dupont Circle NW                                                                                         

                
Suite 620                                                                                                        

           
Washington, D.C.                                                                                              

              
20036-1207                                                                                                     

             
Senior Fellow                                                                                                   

            
Age:  50                                                                                                         

           
 
+ William C. Newton         President and    The Capital Group Partners, L.P.,   None/3/      

    None/3/               1  
    
333 South Hope Street       Director      Senior Partner                                                

                    
Los Angeles, CA                                                                                               

              
90071-1443                                                                                                     

             
Age:  64                                                                                                         

           
 
+ James W. Ratzlaff         Executive Vice    Capital Research and Management   None/3/    

      None/3/               8   
   
P.O. Box 7650               President and    Company, Vice Chairman of the                      

                                  
 
San Francisco, CA           Director      Board; American Funds Service                           

                              
94120-7650                                Company, Director; The Capital                              

                           
Age:  58                                  Group Partners, L.P., Senior Partner                           

                         
    
 
Olin C. Robison             Director      President of the Salzburg Seminar;   $49,000           
$72,400               2    
  
The Painter House                         Middlebury College, Professor and                         

                              
 
Middlebury College                        former President                                               

                   
Middlebury, VT  05753                                                                                       

                
Age:  58                                                                                                         

           
 
</TABLE>
 
# Positions within the organizations may have changed during this period.
+ Directors who are considered "interested persons as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), on the basis of their
affiliation with the fund's Investment Adviser, Capital Research and Management
Company.
++ May be deemed an "interested person" of the fund due to membership on the
board of directors of the parent company of a registered broker-dealer. 
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the company in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director.
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, American Balanced Fund, Inc., American
High-Income Municipal Bond Fund, Inc., American High-Income Trust, American
Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management Trust of
America, Capital Income Builder, Inc., Capital World Growth and Income Fund,
Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP  World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California, The Tax-Exempt Fund of
Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt Money Fund of
America, The U.S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund Inc.  American Variable Insurance
Series is another fund managed by Capital Research and Management Company that
serves as the underling investment vehicle for certain variable insurance
contracts.
/3/ Jon B. Lovelace, Jr., William C. Newton, and James W. Ratzlaff are
affiliated with the Investment Adviser and, accordingly, receive no
compensation from the company.
/4/ Since the plan's adoption, the total amount of deferred compensation
accrued by the company (plus earnings thereon) for participating Directors is
as follows:  John B. McDonald ($57,184).  Amounts deferred and accumulated
earnings thereon are not funded and are general unsecured liabilities of the
company until paid to the Director.
 Each unaffiliated Director is paid a director's fee of $32,000 per annum, plus
$2,000 for each Board of Directors meeting attended, plus $600 for each meeting
attended as a member of a committee of the Board of Directors.  No pension or
retirement benefits are accrued as part of company expenses.  The Directors and
Advisory Board members may elect, on a voluntary basis, to defer all or a
portion of their fees through a deferred compensation plan in effect for the
company.  All of the officers listed are officers of the Investment Adviser and
officers and/or directors/trustees of some of the other mutual funds served by
the Investment Adviser.  No compensation is paid by the company to any officer
or director who is a director or officer of the Investment Adviser or
affiliated companies.  As of January 31, 1995 the officers and Directors and
their families as a group, owned beneficially or of record less than 1% of the
outstanding shares of the company.
                                    OFFICERS
JON B. LOVELACE, JR., Chairman of the Board
WILLIAM C. NEWTON, President
JAMES W. RATZLAFF, Executive Vice President
Company officers whose other positions are not described above are:
WILLIAM R. GRIMSLEY***, Senior Vice President.  Capital Research and Management 
Company, Senior Vice President and Director
R. MICHAEL SHANAHAN*, Senior Vice President.  Capital Research and Management
Company,  Chairman of the Board and Principal Executive Officer
GREGG E. IRELAND****, Vice President.  Capital Research and Management Company,
Vice  President
ANNE M. LLEWELLYN*, Vice President.  Capital Research and Management Company,  
Associate
JAMES B. LOVELACE****, Vice President.  Capital Research and Management
Company,
 Vice President
DONALD D. O'NEAL***, Vice President.  Capital Research and Management Company,
Vice  President
VINCENT P. CORTI*, Secretary.  Capital Research and Management Company, Vice
President, 
 Fund Business Management Group
STEVEN N. KEARSLEY**, Treasurer. Capital Research and Management Company,
 Vice President and Treasurer; American Funds Service Company, Director
JULIE F. WILLIAMS*, Assistant Secretary.  Capital Research and Management
Company,
 Vice President, Fund Business Management Group
MARY C. CREMIN**, Assistant Treasurer.  Capital Research and Management
Company,
 Senior Vice President, Fund Business Management Group
R. MARCIA GOULD**, Assistant Treasurer.  Capital Research and Management
Company, 
 Vice President, Fund Business Management Group
                             
# Positions within the organizations may have changed during this period.
+ Considered "interested persons" of the company as defined in the 1940 Act, on
the basis of their affiliation with the Investment Adviser.
*  Address is 333 South Hope Street, Los Angeles, CA  90071.
** Address is 135 South State College Boulevard, Brea, CA  92621.
*** Address is Four Embarcadero Center, Suite 1800, San Francisco, CA 94111
**** Address is 11100 Santa Monica Boulevard, Los Angeles, CA  90025
                                 ADVISORY BOARD
 The Board of Directors has established an Advisory Board whose members are, in
the judgement of the Directors, highly knowledgeable about political and
economic matters. In addition to holding meetings with the Board of Directors,
members of the Advisory Board, while not participating in specific investment
decisions, consult from time to time with the Investment Adviser, primarily
with respect to trade and business conditions.  Members of the Advisory Board,
however, possess no authority or responsibility with respect to the Company's
investments or management.  The members of the Advisory Board and their current
or former principal occupations are listed on the next page:
                             ADVISORY BOARD MEMBERS
Advisory Board Member Compensation
(with their principal occupations during the past five years)#
 
<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE       POSITION WITH   PRINCIPAL OCCUPATION(S)
DURING   AGGREGATE          TOTAL COMPENSATION    TOTAL NUMBER  
 
                            REGISTRANT    PAST 5 YEARS (POSITIONS WITHIN THE  
COMPENSATION       FROM ALL FUNDS        OF FUND     
  
                                          ORGANIZATIONS LISTED MAY HAVE   (INCLUDING 

      MANAGED BY CAPITAL    BOARDS ON      
                                          CHANGED DURING THIS PERIOD)   VOLUNTARILY
DEFERRED   RESEARCH AND          WHICH          
                                                                      COMPENSATION/1/) FROM  
MANAGEMENT COMPANY/2/   DIRECTOR      
 
                                                                      THE COMPANY DURING            

           SERVES         
                                                                      FISCAL YEAR ENDED               

                       
                                                                      12/31/94                                   

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

 <C>            
Malcolm Fraser              Advisory      Former Prime Minister of Australia   $5,500           

$5,500                1           
  
44th Floor                  Board member                                                                   

                  
ANZ Tower                                                                                                     

              
55 Collins Street                                                                                               

            
Melbourne, Victoria 3000                                                                                    

                
Australia                                                                                                         

          
Age:  64                                                                                                         

           
 
Allan E. Gotlieb            Advisory      Former Canadian Ambassador to   $5,500            
$5,500                1              
P.O. Box 85                 Board member   the United States                                          

                       
Toronto, Ontario                                                                                               

             
M5L 1B9                                                                                                        

             
Age:  67                                                                                                         

           
 
William H. Kling            Advisory      Minnesota Public Radio, President;   $7,500/3/        

$59,333               5           
  
45 East Seventh Street      Board member   Greenspring Co., President;                           

                              
St. Paul, MN  55101                       American Public Radio (now Public                       

                                
 
Age:  52                                  Radio International), former                                     

                    
                                          President                                                               

          
 
Herbert L. Lucas, Jr.       Advisory      Private investor            $7,500             $7,500      

        1              
12011 San Vincente Blvd     Board member                                                             

                        
Suite 708                                                                                                        

           
Los Angeles, CA  90049                                                                                     

                 
Age:   68                                                                                                        

           
 
Robert J. O'Neill           Advisory      Chichele Professor of the History of   $7,500           

$35,000               3         
    
St. Mary's Close            Board member   War and Fellow of All Souls                          

                               
27 Church Green                           College                                                           

                
Whitney, OXON                                                                                               

                
OX8 6AZ                                                                                                        

             
Age:   58                                                                                                        

           
 
Norman R. Weldon            Advisory      Corvita Corporation, President and   $6,500         

  $29,133               3           
  
8210 N.W. 27th Street       Board member   Director; Cordis Corporation,                        

                                 
Miami, FL  33122                          former President and Director                               

                          
Age:   60                                                                                                        

           
 
</TABLE>
 
# Positions within the organizations may have changed during this period.
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the company in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director.
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, American Balanced Fund, Inc., American
High-Income Municipal Bond Fund, Inc., American High-Income Trust, American
Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management Trust of
America, Capital Income Builder, Inc., Capital World Growth and Income Fund,
Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP  World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California, The Tax-Exempt Fund of
Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt Money Fund of
America, The U.S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund Inc.  American Variable Insurance
Series is another fund managed by Capital Research and Management Company that
serves as the underling investment vehicle for certain variable insurance
contracts.
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the company (plus earnings thereon) for participating Directors is
as follows:  William H. Kling ($6,699).  Amounts deferred and accumulated
earnings thereon are not funded and are general unsecured liabilities of the
company until paid to the Director.
                                   MANAGEMENT
INVESTMENT ADVISER - The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad, with a staff of professionals, many
of whom have a number of years of investment experience.  The Investment
Adviser's professionals travel several million miles a year, making more than
5,000 research visits in more than 50 countries around the world.  The
Investment Adviser believes that it is able to attract and retain quality
personnel.
 An affiliate of the Investment Adviser compiles indices for major stock
markets around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 The Investment Adviser is responsible for more than $100 billion of stocks,
bonds and money market instruments and serves over five million investors of
all types.  These investors include privately owned business 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 company and the Investment Adviser will
continue until April 30, 1995, unless sooner terminated, and may be renewed
from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (i) the Board of Directors, or by
the vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities, and (ii) the vote of a majority of directors who are not parties to
the Agreement or interested persons (as defined in the 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
company for its acts or omissions in performance of its obligations to the
company 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 executive, administrative, clerical and bookkeeping functions of the
company; provides suitable office space and utilities; necessary small office
equipment and general purpose accounting forms, supplies, and postage used at
the offices of the company.  The company will pay all expenses not expressly
assumed by the Investment Adviser, including, but not limited to, custodian,
transfer and dividend disbursing agency fees and expenses; costs of the
designing, printing and mailing of reports, proxy statements, and notices to
its shareholders; taxes; expenses of the issuance and redemption of shares
(including registration and qualification expenses); expenses pursuant to the
company's Plan of Distribution (described below); legal and auditing expenses;
compensation, fees and expenses paid to Directors and members of the Advisory
Board who are not affiliated with the Investment Adviser; association dues; and
costs of stationery and forms prepared exclusively for the company.
 As compensation for its services, the Investment Adviser receives a monthly
fee which is accrued daily, calculated at the annual rate of 0.39% on the first
$1.0 billion of net assets, plus 0.336% on net assets over $1 billion to $2.0
billion, plus 0.30% on net assets over $2.0 billion to $3.0 billion, plus
0.276% on net assets over $3 billion to $5.0 billion, plus 0.258% on net assets
over $5.0 billion to $8.0 billion, plus 0.246% on net assets over $8.0 billion
to $13.0 billion, plus 0.24% on net assets over $13.0 billion.  The Agreement
provides that the Investment Adviser shall pay the company amount by which
normal operating expenses, with the exception of interest, taxes, brokerage
costs, distribution expenses pursuant to the Plan of Distribution, and
extraordinary  expenses, if any, as may be incurred in connection with any
merger, reorganization, or recapitalization, exceed the lesser of (i) 1-1/2% of
the average value of the company's net assets for the fiscal year up to $30
million, plus 1% of the average value of the company's net assets for the
fiscal year in excess of $30 million, or (ii) 25% of the gross investment
income of the company.  Only one state (California) continues to impose expense
limitations on funds registered for sale therein.  The California provision
currently limits annual expenses to the sum of 2-1/2% of the first $30 million
of average net assets, 2% of the next $70 million and 1-1/2% of the remaining
average net assets.  Rule 12b-1 distribution plan expenses would be excluded
from this limit.  Other expenses which are not subject to this limitation are
interest, taxes, and extraordinary items such as litigation.  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.
 During the years ended December 31, 1994, 1993, and 1992, Investment Adviser's
total fees amounted to $50,698,000, $47,340,000, and $35,742,000, respectively.
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the Principal
Underwriter) is the principal underwriter of the company's shares.  The company
has adopted a Plan of Distribution (the Plan), pursuant to rule 12b-1 under the
1940 Act (see "Company Organization and Management - Principal Underwriter" in
the Prospectus).  The Principal Underwriter receives amounts payable pursuant
to the Plan (see below) and commissions consisting of that portion of the sales
charge remaining after the discounts which it allows to investment dealers. 
Commissions retained by the Principal Underwriter on sales of company shares
during the year ended December 31, 1994 amounted to $13,495,000 after allowance
of $73,910,000 to dealers.  During the years ended December 31, 1993 and 1992
the Principal Underwriter retained $21,581,000 and $31,074,000, respectively.
 As required by rule 12b-1, the Plan (together with the Principal Underwriting
Agreement) has been approved by the full Board of Directors, and separately by
a majority of the Directors who are not interested persons of the company 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 company.  The
officers and directors who are "interested persons" of the company 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 company are improved
shareholder services, savings to the company in transfer agency costs, savings
to the company 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 company is 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 approved annually by the
Board of Directors.
 Under the Plan the company may expend up to 0.25% of its average net assets
annually to finance any activity which is primarily intended to result in the
sale of company shares, provided the company's Board of Directors has approved
the category of expenses for which payment is being made.  These include
service fees for qualified dealers and dealer commissions and wholesaler
compensation on sales of shares exceeding $1 million (including purchases by
any defined contribution plan qualified under Section 401(a) of the Internal
Revenue Code including a "401(k) plan with 200 or more eligible employees). 
Only expenses incurred during the preceding 12 months and accrued while the
Plan is in effect may be paid by the company.  During the year ended December
31, 1994, the company paid or accrued $38,084,000 under the Plan as
compensation to dealers.
 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 company and alternate means for
continuing the servicing of such shareholders would be sought.  In such event,
changes in the operation of the company 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 FEDERAL TAXES
 The company intends to meet all the requirements and has elected the tax
status of a "regulated investment company" under the provisions of Subchapter M
of the Internal Revenue Code of 1986 (the Code).  Under Subchapter M, if the
company distributes within specified times at least 90% of its investment
company taxable income, it will be taxed only on that portion of such
investment company taxable income which it retains.
 To qualify, the company must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans and
gains from the sale or other disposition of stock, securities, currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; (b) derive less than 30% of its gross income from the
sale or other disposition of stock or securities held for less than three
months; and (c) diversify its holdings so that at the end of each fiscal
quarter, (i) at least 50% of the market value of the company's assets is
represented by cash, cash items, U.S. Government securities and other
securities, but such other securities must be limited, in respect of any one
issuer to an amount not greater than 5% of the company's assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
U.S. Government securities or the securities of other regulated investment
companies), or in two or more issuers which the company controls and which are
engaged in the same or similar trades or businesses or related trades or
businesses.
 Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gains (both long-term and
short-term) for the one-year period ending on October 31 (as though the
one-year period ending on October 31 were the regulated investment company's
taxable year), and (iii) the sum of any untaxed, undistributed net investment
income and net capital gains of the regulated investment company for prior
periods.  The term "distributed amount" generally means the sum of (i) amounts
actually distributed by the company from its current year's ordinary income and
net capital gain income and (ii) any amount on which the company pays income
tax during the periods described above.  The company intends, to the extent
practicable, to meet these distribution requirements to minimize or avoid the
excise tax liability.
 The company also intends to continue distributing to shareholders all of the
excess of net long-term capital gain over net short-term capital loss on sales
of securities.  If the net asset value of shares of the company should, by
reason of a distribution of realized capital gains, be reduced below a
shareholder's cost, such distribution would to that extent be a return of
capital to that shareholder even though taxable to the shareholder, and a sale
of shares by a shareholder at net asset value at that time would establish a
capital loss for federal tax purposes.
 Dividends generally are taxable to shareholders at the time they are paid. 
However, dividends declared in October, November and December and made payable
to shareholders of record in such a month are treated as paid and are thereby
taxable as of December 31, provided that the Company pays the dividend no later
than the end of January of the following year.
 If a shareholder exchanges or otherwise disposes of shares of the company
within 90 days of having acquired such shares, and if, as a result of having
acquired those shares, the shareholder subsequently pays a reduced sales charge
for shares of the company, or of a different fund, the sales charge previously
incurred in acquiring the company's shares shall not be taken into account (to
the extent such previous sales charges do not exceed the reduction in sales
charges) for the purpose of determining the amount of gain or loss on the 
exchange, but will be treated as having been incurred in the acquisition of
such other shares.  Also, any loss realized on a redemption or exchange of
shares of a fund will be disallowed to the extent shares are reacquired within
the 61-day period beginning 30 days before and ending 30 days after the shares
are disposed of.
 Under the Code, distributions of net investment income by the company to a
shareholder who, as to the U.S., is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation or foreign
partnership (a foreign shareholder) will be subject to U.S. withholding tax (at
a rate of 30% or lower treaty rate).  Withholding will not apply if a dividend
paid by the Company to a foreign shareholder is "effectively connected" with a
U.S. trade or business, in which case the reporting and withholding
requirements applicable to U.S. citizens or domestic corporations will apply. 
Distributions of net long-term capital gains not effectively connected with a
U.S. trade or business are not subject to tax withholding, but in the case of a
foreign shareholder who is a nonresident alien individual, such distributions
ordinarily will be subject to U.S. income tax at a rate of 30% if the
individual is physically present in the U.S. for more than 182 days during the
taxable year. 
 As of the date of this statement of additional information, the maximum
federal individual stated tax rate applicable to ordinary income is 39.6%
(effective tax rates may be higher for some individuals due to phase out of
exemptions and elimination of deductions); the maximum individual tax rate
applicable to net capital gain is 28%; and the maximum corporate tax applicable
to ordinary income and net capital gain is 35% (except that corporations which
have taxable income in excess of $100,000 for a taxable year will be required
to pay an additional amount of tax of up to $11,750 and corporations which have
taxable income in excess of $15,000,000 for a taxable year will be required to
pay an additional amount of tax of up to $100,000).  Naturally, the amount of
tax payable by a shareholder with respect to either distributions from the
company or disposition of company shares will be affected by a combination of
tax law rules covering, E.G., deductions, credits, deferrals, exemptions,
sources of income and other matters. Under the Code, an individual is entitled
to establish and contribute to an IRA each year (prior to the tax return filing
deadline for that year) whereby earnings on investments are tax-deferred. In
addition, in some cases, the IRA contribution itself may be deductible.
 The foregoing is limited to a summary of federal taxation and should not be
viewed as a comprehensive discussion of all provisions of the Code relevant to
investors.  Dividends and distributions may also be subject to state or local
taxes.  Shareholders should consult their own tax advisers for additional
details as to their particular tax status.
                               PURCHASE OF SHARES
PRICE OF SHARES - Purchases of shares are made at the offering price next
determined after the purchase order is received by the company or American
Funds Service Company (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.  The dealer is responsible for
promptly transmitting purchase orders to the Principal Underwriter.  Orders
received by the investment dealer, the Transfer Agent, or the company 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 company since such prices generally reflect the previous day's closing
price whereas purchases and redemptions are made at the next calculated price.
 The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York Time) each day the New York Stock Exchange is
open.  The New York Stock Exchange is currently closed on weekends and on the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day.  The net asset
value per share is determined as follows:
 1. Stocks, and convertible bonds and debentures, traded on the New York Stock
Exchange are valued at the last sale price on such exchange on the day of
valuation, or if there is no sale on the day of valuation, at the last-reported
bid price.  Non-convertible bonds and debentures, and other long-term debt
securities normally are valued at prices obtained for the day of valuation from
a bond pricing service, when such prices are available; however, in
circumstances where the Investment Adviser deems it appropriate to do so, an
over-the-counter or exchange quotation may be used.  U.S. Treasury bills, and
other short-term obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, certificates of deposit issued by banks,
corporate short-term notes and other short-term investments with original or
remaining maturities in excess of 60 days are valued at the mean of
representative quoted bid and asked prices for such securities or, if such
prices are not available, for securities of comparable maturity, quality and
type.  Short-term securities with 60 days or less to maturity are amortized to
maturity based on their cost to the company if acquired within 60 days of
maturity or, if already held by the company on the 60th day, based on the value
determined on the 61st day.  Other securities are valued on the basis of last
sale or bid prices in what is, in the opinion of the Investment Advisor, the
broadest and most representative market, which may be either a securities
exchange or the over-the-counter market.  Where quotations are not readily
available, securities are valued at fair value as determined in good faith by
the Board of Directors.  The fair value of all other assets is added to the
value of securities to arrive at the total assets;
 2. There are deducted from the total assets, thus determined, the liabilities,
including accruals of taxes and other expense items; and
 3. The net assets so obtained are then divided by the total number of shares
outstanding (excluding treasury shares), 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
company.  The Principal Underwriter will not knowingly sell shares of the
company directly or indirectly to any person or entity, where, after the sale,
such person, or entity would own beneficially directly or indirectly more than
3% of the outstanding shares of the company without the consent of a majority
of the company's Directors.
STATEMENT OF INTENTION -  The reduced sales charges and offering prices set
forth in the Prospectus apply to purchases of $50,000 or more made within a
13-month period pursuant to the terms of a written Statement of Intention (the
Statement) in the form provided by the Principal Underwriter and signed by the
purchaser.  The Statement is not a binding obligation to purchase the indicated
amount.  When a shareholder signs a Statement in order to qualify for a reduced
sales charge, shares equal to 5% of the dollar amount specified in the
Statement will be held in escrow in the shareholder's account out of the
initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. 
All dividends and 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 be required to 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 purchases had been made at a
single time.  If the difference is not paid within 20 days after written
request by the Principal Underwriter or the securities dealer, the appropriate
number of shares will be redeemed to pay such difference.  If the proceeds from
this redemption are inadequate, the purchaser will be liable to the Principal
Underwriter for the balance still outstanding.  The Statement may be revised
upward at any time during the 13-month period, and such a revision will be
treated as a new Statement, except that the 13-month period during which the
purchase must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.
 In the case of purchase orders by the trustees of certain retirement plans by
payroll deduction, the sales charge for the investments made during the
13-month period will be handled as follows:  The investment made the first
month of the 13-month period will be multiplied by 13 and then multiplied by
1.5.  On the first investment and all other investments made pursuant to the
Statement, a sales charge will be assessed according to the sales charge
breakpoint thus determined.  There will be no retroactive adjustments in sales
charges on investments previously made during the 13-month period.
DEALER COMMISSIONS - The following commissions will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any defined contribution plan qualified under Section 401(a) of the Internal
Revenue Code including a "401(k) plan with 200 or more eligible employees, and
for purchases made at net asset value by certain retirement plans of
organizations with collective retirement plan assets of $100 million or more: 
1.00% on amounts of $1 million to $2 million, 0.80% on amounts over $2 million
to $3 million, 0.50% on amounts over $3 million to $50 million, 0.25% on
amounts over $50 million to $100 million, and 0.15% on amounts over $100
million.  The level of dealer commissions will be determined based on sales
made over a 12-month period commencing from the date of the first sale at net
asset value.  See "The American Funds Shareholder Guide" in the company's
prospectus for more information.
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
AUTOMATIC INVESTMENT PLAN - The automatic investment plan enables shareholders
to make regular monthly or quarterly investments in shares through automatic
charges to their bank accounts.  With shareholder authorization and bank
approval, the Transfer Agent will automatically charge the bank account for the
amount specified ($50 minimum), which will be automatically invested in shares
at the offering price on or about the 10th day of the month (or on or about the
15th day of the month in the case of accounts for retirement plans for which
Capital Guardian Trust Company serves as trustee or custodian.)  Bank accounts
will be charged on the day or a few days before investments are credited,
depending on the bank's capabilities, and shareholders will receive a
confirmation statement showing the current transaction.  Participation in the
plan will begin within 30 days after receipt of the account application.  If
the shareholder's bank account cannot be charged due to insufficient funds, a
stop-payment order or closing of the account, the plan may be terminated and
the related investment reversed.  The shareholder may change the amount of the
investment or discontinue the plan at any time by writing to the Transfer
Agent.
AUTOMATIC 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 company of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - A shareholder in one
fund
may elect to cross-reinvest dividends or dividends and capital gain
distributions paid by that fund (the "paying fund") into any other fund in The
American Funds Group (the "receiving fund") subject to the following
conditions: (i) the aggregate value of the shareholder's account(s) in the
paying fund(s) must equal or exceed $5,000 (this condition is waived if the
value of the account in the receiving fund equals or exceeds that fund's
minimum initial investment requirement), (ii) as long as the value of the
account in the receiving fund is below that fund's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
fund must be automatically reinvested in the receiving fund, and (iii) if this
privilege is discontinued with respect to a particular receiving fund, the
value of the account in that fund must equal or exceed the fund's minimum
initial investment requirement or the fund shall have the right, if the
shareholder fails to increase the value of the account to such minimum within
90 days after being notified of the deficiency, automatically to redeem the
account and send the proceeds to the shareholder.  The cross-reinvestment of
dividends and capital gain distributions will be at net asset value (without
sales charge).
                              REDEMPTION OF SHARES
REDEMPTIONS - The company's Certificate of Incorporation permits the company to
direct the Transfer Agent to redeem the Common shares owned by any holder of
capital stock of the company if the value of such shares in the account of such
holder is less than the required minimum initial investment amount applicable
to that account as set forth in the company's current registration statement
under the 1940 Act, and subject to such further terms and conditions as the
Board of Directors of the company may from time to time adopt.  Prior notice of
at least 60 days will be given to a shareholder before the involuntary
redemption provision is made effective with respect to the shareholder's
account.  The shareholder will have not less than 30 days from the date of such
notice within which to bring the account up to the minimum determined as set
forth above.
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 There are occasions on which portfolio transactions for the company 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 company, they are effected only when the
Investment Adviser believes that to do so is in the interest of the company. 
When such concurrent authorizations occur, the objective is to allocate the
executions in an equitable manner.  The company will not pay a mark-up for
research in principal transactions.
 As of the end of the company's most recent fiscal year, amounts held in
certain equity and debt securities of some of its regular brokers and dealers
were as follows:  American Express Co., $73,145,000 (equity); General Electric
Co., $113,858,000 (equity); and J.P. Morgan & Co. Inc., $106,400,000 (equity). 
   
 Brokerage commissions paid on portfolio transactions, including dealer
concessions on underwritings, for the years ended December 31, 1994, 1993, and
1992 amounted to $8,999,000,  $11,089,000, and $9,347,000, respectively.
                              GENERAL INFORMATION
CUSTODIAN OF ASSETS - Securities and cash owned by the company, including
proceeds from the sale of shares of the company and of securities in the
company's portfolio, are held by The Chase Manhattan Bank, N.A., One Chase
Manhattan Plaza, New York, NY  10081, as Custodian.  Non-U.S. securities may be
held by the Custodian, pursuant to sub-custodial arrangements, in non-U.S.
banks or non-U.S. branches of U.S. banks.
INDEPENDENT ACCOUNTANT - Price Waterhouse LLP, 400 South Hope Street, Los
Angeles, CA  90071, has served as the company's independent accountant since
its inception, providing audit services, preparation of tax returns and review
of certain documents to be filed with the Securities and Exchange Commission. 
The financial statements included in this Statement of Additional Information
have been so included in reliance on the report of the independent accountants
given on the authority of said firm as experts in auditing and accounting.  The
selection of the company's independent accountant is reviewed and determined
annually by the Board of Directors.
REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of
removed directors.  The company has made an undertaking, at the request of the
staff of the Securities and Exchange Commission, to apply the provisions of
section 16(c) of the 1940 Act with respect to the removal of directors as
though the company were a common-law trust.  Accordingly, the Directors of the
company shall promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any director when requested in writing to do so
by the record holders of not less than 10% of the outstanding shares.
REPORTS TO SHAREHOLDERS - The company's fiscal year ends on December 31. 
Shareholders are provided at least semi-annually with reports showing the
investment portfolio and financial statements audited annually by the company's
independent accountants, Price Waterhouse LLP.
PERSONAL INVESTING POLICY - Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes:  a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; disclosure of personal
holdings by certain investment personnel prior to recommendation for purchase
for the fund; blackout periods on personal investing for certain investment
personnel; ban on short-term trading profits for investment personnel;
limitations on service as a director of publicly traded companies; and
disclosure of personal securities transactions.
THE WARRANTS OF THE COMPANY - On December 31, 1994, there were outstanding 
38,378 option warrants, unlimited in time, to purchase shares of the company. 
As originally issued in 1933 in exchange for shares of a predecessor trust,
each warrant permitted the purchase of one share of the company at $115 per
share.  By reason of adjustments for stock dividends and stock splits, each
outstanding warrant now represents an option to purchase approximately 21.940
shares at approximately $5.242  per share, and, if all warrants were exercised,
approximately 842,013 shares would be issued.  Whenever the offering price of
the company's shares exceeds the price at which shares may be purchased by the
exercise of warrants, the holders of such warrants may, by exercising their
options, purchase shares at a price lower than the offering price of shares. 
No warrants are currently owned by officers or directors of the company.
 The financial statements, including the investment portfolio and the report of
Independent Auditors, contained in the Annual Report are included in this
Statement of Additional Information.  The following information is not included
in the Annual Report:
 
<TABLE>
<CAPTION>
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND                   
MAXIMUM OFFERING PRICE PER SHARE -- DECEMBER 31, 1994                   
 
<S>                                                     <C>             
                                                                        
 
Net asset value and redemption price per share          $17.67          
(Net assets divided by shares outstanding)                              
 
                                                                        
 
Maximum offering price per share                        $18.75          
(100/94.25 of net asset value per share, which                          
takes into account the company's current maximum                        
sales charge)                                                           
 
</TABLE>
 
                               INVESTMENT RESULTS
 The company's yield is 3.13% based on a 30-day (or one month) period ended
December 31, 1994, 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 company's total return over the past year and average annual total returns
for the five- and ten-year periods ending on December 31, 1994 were -5.60%,
7.51% and 13.69%, respectively.  The average annual 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.
 To calculate total return, an initial investment is divided by the offering
price (which includes the sales charge) as of the first day of the period in
order to determine the initial number of shares purchased. Subsequent dividends
and capital gain distributions are reinvested at net asset value on the
reinvestment date determined by the Board of Directors. The sum of the initial
shares purchased and shares acquired through reinvestment is multiplied by the
net asset value per share as of the end of the period in order to determine
ending value.  The difference between the ending value and the initial
investment divided by the initial investment converted to a percentage equals
total return.  The resulting percentage indicates the positive or negative
investment results that an investor would have experienced from reinvested
dividends and capital gain distributions and changes in share price during the
periods.  Total return may be calculated for the one-, five-, ten-year and for
other periods.  The average annual total return over periods greater than one
year may also be computed by utilizing ending values as determined above.
 The company 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.  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 following assumptions will be reflected in computations made in accordance
with the formulas stated above:  (1) deduction of the maximum sales load of
5.75% from the $1,000 initial investment; (2) reinvestment of dividends and
distributions at net asset value on the reinvestment date determined by the
Board; and (3) a complete redemption at the end of any period illustrated.  In
addition, the company will provide lifetime average total return figures.
 The company 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 & Poor's 500 Stock
Composite Index) or results of other mutual funds or investment or savings
vehicles in advertisements or in reports furnished to present or prospective
shareholders.
 The company may also refer to results compiled by organizations such as CDA
Investment Technologies, Ibbotson Associates, Lipper Analytical Services,
Morningstar, Inc., Wiesenberger Investment Companies Services and the U.S.
Department of Commerce.  Additionally, the company may, from time to time,
refer to results published in various newspapers or 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 company may from time to time compare its investment results with the
following:
 (1) Average of Savings Institution deposits, which is a measure of all kinds
of savings deposits, including longer-term certificates (based on figures
supplied by the U.S. League of Savings Institutions).  Savings deposits offer a
guaranteed rate of return on principal, but no opportunity for capital growth. 
The period shown may include periods during which the maximum rates paid on
some savings deposits were fixed by law.
 (2) 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, shelter, and fuels, transportation fares, charges for doctors' and
dentists' services, prescription medicines, and other goods and services that
people buy for day-to-day living).
 The company may also from time to time illustrate the benefits of tax-deferral
by comparing taxable investments to investments made through tax-deferred
retirement plans.
   EXPERIENCE OF THE INVESTMENT ADVISER -  Capital Research and Management
Company manages  nine common stock funds that are at least 10 years old.  In
the rolling 10-year periods since 1964 (115 in all), those funds have had
better total returns than the Standard & Poor's 500 Composite Stock Index in 94
of the 115 periods.
 Note that past results are not an indication of future investment results. 
Also, the company has different investment policies than some of the funds
mentioned above.  These results are included solely for the purpose of
informing investors about the experience and history of Capital Research and
Management Company.    
 The investment results set forth below were calculated as described in the
company's prospectus.  The company's results will vary from time to time
depending upon market conditions, the composition of the company's portfolio
and operating expenses of the company, so that any investment results reported
by the company should not be considered representative of what an investment in
the company may earn in any future period.  These factors and possible
differences in calculation methods should be considered when comparing the
company's investment results with those published for other mutual funds, other
investment vehicles and unmanaged indices.  The company's results also should
be considered relative to the risks associated with the company's investment
objective and policies.
SELECTED SIGNIFICANT EVENTS DURING THE COMPANY'S LIFETIME - The
company has
compiled the investment results that follow notwithstanding the numerous
economic, political and/or historical events that have occurred throughout the
company's existence, including the depression, the 1935 civil war in Spain, a
struggling economy in 1936, a recession in 1937, indications of war in 1938, a
war in Europe in 1939, the fall of France in 1940, the attack on Pearl Harbor
in 1941, wartime price controls in 1942, industry mobilizing in 1943, consumer
goods shortages in 1944, the prediction of a post-war depression in 1945, the
Dow Jones Average exceeding 200 in 1946, the beginning of the Cold War in 1947,
the Berlin blockade in 1948, Russia exploding an atomic bomb in 1949, the
Korean War in 1950, excess profits tax in 1951, the U.S. seizure of steel mills
in 1952, Russia exploding a hydrogen bomb in 1953, the Dow Jones Average
exceeding 300 in 1954, President Eisenhower's illness in 1955, the Suez crisis
in 1956, Russia launching Sputnik in 1957, a recession in 1958, Castro seizing
power in Cuba in 1959, Russia shooting down a U-2 plane in 1960, the building
of the Berlin Wall in 1961, the Cuban missile crisis in 1962, President
Kennedy's assassination in 1963, the Gulf of Tonkin in 1964, civil rights
marches in 1965, escalation of the Vietnam war in 1966, Newark race riots in
1967, seizure of the USS Pueblo in 1968, a substantial market decline in 1969,
invasion of Cambodia in 1970, wage-price freezes in 1971, the largest U.S.
trade deficit in history in 1972, an energy crisis in 1973, the steepest market
drop in 40 years in 1974, clouded economic prospects in 1975, slowing economic
recovery in 1976, a market slump in 1977, escalation of interest rates in 1978,
steep oil price increases in 1979, interest rates reaching all-time highs in
1980, the beginning of a steep recession in 1981, the worst recession in 40
years in 1982, the stock market reaching new highs in 1983, a record federal
deficit in 1984, economic growth slowing in 1985, the Dow Jones Average nearing
2000 in 1986, a record-setting stock market decline in 1987, the fear of
recession in 1988, the "junk" bond debacle in 1989, the Middle East Crisis in
1990 and a recession in 1991.
 The investment results set forth below were calculated as described in the
company's prospectus.
                       ICA VS. VARIOUS UNMANAGED INDICES
 
<TABLE>
<CAPTION>
10-Year           ICA           DJIA/1/        S&P 500/2/           Average            
Periods                                                             Savings            
1/1 -12/31                                                          Account/3/         
 
<S>               <C>           <C>            <C>                  <C>                
                                                                                       
 
1985 - 1994       + 261%        + 349%         + 282%               +   77%            
 
1984 - 1993       + 284         + 333          + 301                +   88             
 
1983 - 1992       + 314         + 367          + 346                +   99             
 
1982 - 1991       + 417         + 452          + 404                + 112              
 
1981 - 1990       + 312         + 328          + 267                + 122              
 
1980 - 1989       + 396         + 426          + 402                + 125              
 
1979 - 1988       + 357         + 340          + 352                + 125              
 
1978 - 1987       + 362         + 289          + 313                + 125              
 
1977 - 1986       + 327         + 221          + 264                + 125              
 
1976 - 1985       + 355         + 211          + 281                + 123              
 
1975 - 1984       + 362         + 237          + 297                + 119              
 
1974 - 1983       + 255         + 154          + 175                + 113              
 
1973 - 1982       + 146         +   75         +   91               + 106              
 
1972 - 1981       + 113         +   63         +   87               +   95             
 
1971 - 1980       + 147         +   86         + 125                +   85             
 
1970 - 1979       + 109         +   66         +   77               +   79             
 
1969 - 1978       +   57        +   32         +   36               +   75             
 
1968 - 1977       +   60        +   39         +   42               +   72             
 
1967 - 1976       + 111         +   90         +   90               +   69             
 
1966 - 1975       +   65        +   30         +   38               +   67             
 
1965 - 1974       +  55         +     3        +   13               +   63             
 
1964 - 1973       + 119         +   60         +   79               +   60             
 
1963 - 1972       + 223         + 123          + 158                +   57             
 
1962 - 1971       + 142         +   74         +   98               +   55             
 
1961 - 1970       + 155         +   94         + 119                +   52             
 
1960 - 1969       + 160         +   67         + 112                +   50             
 
</TABLE>
 
/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/ 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.
             THE BENEFITS OF SYSTEMATIC INVESTING IN ICA..........
 
<TABLE>
<CAPTION>
An initial investment of $1,000 in ICA on January 1 would have grown to these                 

                                    
 
amounts over the past 10, 20, 30, and 40 years:                                                        
 
<S>                 <C>                <C>                <C>            
10 years            20 years           30 years           40 years       
(1/1/85 -           (1/1/75 -          (1/1/65 -          (1/1/55 -      
12/31/94)           12/31/94)          12/31/94)          12/31/94)      
$ 3,607             $ 17,678           $ 28,973           $ 93,448       
                                                          *****          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
$1,000 invested in ICA followed by annual $500 investments (all investments made on         

                                      
       
January 1) would have grown to these amounts over the past 10, 20, 30, 40 years:               

                                   
   
 
<S>                 <C>                <C>                <C>            
10 years            20 years           30 years           40 years       
(1/1/85 -           (1/1/75 -          (1/1/65 -          (1/1/55 -      
12/31/94)           12/31/94)          12/31/94)          12/31/94)      
$ 11,046            $ 62,399           $ 158,444          $ 473,895      
                                                          *****          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
$2,000 invested in ICA on January 1 of each year would have grown to these amounts         

                                       
      
over the past 5, 10, 20 and 30 years:                                                        
 
<S>                 <C>                <C>                <C>            
5  years            10 years           20 years           30 years       
(1/1/90 -           (1/1/85 -          (1/1/75 -          (1/1/65 -      
12/31/94)           12/31/94)          12/31/94)          12/31/94)      
$ 11,974            $ 36,969           $ 214,715          $ 577,599      
                                                           SEE THE       
                                                          DIFFERENCE TIME    
                                                          CAN MAKE IN AN    
                                                          INVESTMENT     
                                                          PROGRAM...     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
If you had invested                Periods              ... and taken all        
$10,000 in ICA                    1/1-12/31             distributions in shares,   
this many years ago...                                  your investment would    
 Number                                                 have been worth this     
 of Years                                               much at December 31, 1994   
                                                         Value                   
 
<S>                             <C>                     <C>                      
                                                                                 
 
 1                                   1994                $  9,441                
 
 2                              1993 - 1994              10,537                  
 
 3                              1992 - 1994              11,270                  
 
 4                              1991 - 1994              14,261                  
 
 5                              1990 - 1994              14,361                  
 
 6                              1989 - 1994              18,584                  
 
 7                              1988 - 1994              21,062                  
 
 8                              1987 - 1994              22,216                  
 
 9                              1986 - 1994              27,044                  
 
 10                             1985 - 1994              36,067                  
 
 11                             1984 - 1994              38,459                  
 
 12                             1983 - 1994              46,234                  
 
 13                             1982 - 1994              61,819                  
 
 14                             1981 - 1994              62,374                  
 
 15                             1980 - 1994              75,615                  
 
 16                             1979 - 1994              90,147                  
 
 17                             1978 - 1994              103,337                 
 
 18                             1977 - 1994              100,683                 
 
 19                             1976 - 1994              130,478                 
 
 20                             1975 - 1994              176,785                 
 
 21                             1974 - 1994              145,008                 
 
 22                             1973 - 1994              120,639                 
 
 23                             1972 - 1994              139,759                 
 
 24                             1971 - 1994              163,575                 
 
 25                             1970 - 1994              167,759                 
 
 26                             1969 - 1994              149,884                 
 
 27                             1968 - 1994              175,303                 
 
 28                             1967 - 1994              225,947                 
 
 29                             1966 - 1994              228,194                 
 
 30                             1965 - 1994              289,725                 
 
</TABLE>
 
 Results of a $10,000 investment in ICA/a/
with capital gain distributions taken in shares
(For the lifetime of the company January 1, 1934 through December 31, 1994)
 
<TABLE>
<CAPTION>
          TOTAL VALUE ASSUMING                       CAPITAL VALUE ASSUMING     

                  
           DIVIDENDS REINVESTED                              DIVIDENDS IN CASH          

                   
 
Year      Dividends      Value of            Dividends           Value of              
Ended     Reinvested     Investment          Taken in            Investment            
12/31     During Year    at Year-End         Cash                at Year-End           
 
                                                                                       
 
<S>       <C>            <C>                 <C>                 <C>                   
1934      ---            $11,822             ---                 $11,822               
 
1935      ---            21,643              ---                 21,643                
 
1936      $398           31,560              $398                31,042                
 
1937      1,006          19,424              976                 18,339                
 
1938      181            24,776              170                 23,174                
 
1939      536            24,986              498                 22,860                
 
1940      891            24,384              806                 21,460                
 
1941      1,262          22,590              1,089               18,816                
 
1942      1,186          26,376              969                 20,893                
 
1943      1,101          35,019              861                 26,861                
 
1944      1,242          43,193              942                 32,130                
 
1945      1,191          59,091              878                 42,948                
 
1946      1,775          57,692              1,277               40,686                
 
1947      2,409          58,217              1,672               39,332                
 
1948      2,685          58,430              1,785               37,714                
 
1949      2,661          63,941              1,689               39,436                
 
1950      3,152          76,618              1,911               45,185                
 
1951      3,391          90,274              1,970               51,159                
 
1952      3,535          101,293             1,974               55,305                
 
1953      3,927          101,747             2,113               53,362                
 
1954      4,104          158,859             2,127               80,780                
 
1955      5,124          199,215             2,579               98,530                
 
1956      5,608          220,648             2,748               106,303               
 
1957      6,228          194,432             2,969               90,911                
 
1958      6,546          281,479             3,028               128,040               
 
1959      7,013          321,419             3,161               142,882               
 
1960      8,139          335,998             3,582               145,597               
 
1961      8,383          413,552             3,603               175,370               
 
1962      9,122          358,800             3,831               148,178               
 
1963      9,620          440,900             3,936               177,833               
 
1964      10,708         512,591             4,285               202,346               
 
1965      12,112          650,689            4,742               251,553               
 
1966      15,516         657,093             5,946               248,034               
 
1967      18,359         846,941             6,869               312,473               
 
1968      22,628         990,640             8,270               356,572               
 
1969      25,318         884,824             9,024               309,611               
 
1970      27,305         908,018             9,438               307,421               
 
1971      28,565         1,062,651           9,569               349,727               
 
1972      29,917         1,231,087           9,750               394,701               
 
1973      33,353         1,024,067           10,569              317,911               
 
</TABLE>
 
                 Results of a $10,000 investment in ICA (cont.)
 
<TABLE>
<CAPTION>
          TOTAL VALUE ASSUMING                       CAPITAL VALUE ASSUMING     

                  
           DIVIDENDS REINVESTED                              DIVIDENDS IN CASH          

                   
 
Year      Dividends      Value of            Dividends           Value of              
Ended     Reinvested     Investment          Taken in            Investment            
12/31     During Year    at Year-End         Cash                at Year-End           
 
                                                                                       
 
<S>       <C>            <C>                 <C>                 <C>                   
1974      52,187         840,310             15,908              245,526               
 
1975      49,800         1,137,660           14,318              317,655               
 
1976      46,441         1,474,369           12,804              398,099               
 
1977      49,838         1,436,402           13,279              374,307               
 
1978      55,969         1,647,483           14,386              414,421               
 
1979      69,960         1,963,310           17,347              475,669               
 
1980       91,302        2,380,187           21,746              552,242               
 
1981      115,901        2,401,091           26,420              530,864               
 
1982      146,105        3,211,997           31,589              670,590               
 
1983      147,156        3,859,712           30,264              774,518               
 
1984      160,449        4,117,187           31,680              791,971               
 
1985      174,890        5,491,890           33,152              1,017,904             
 
1986      203,830        6,685,657           37,328              1,200,518             
 
1987      267,489        7,049,178           47,452              1,220,928             
 
1988      318,747        7,989,285            54,382             1,327,375             
 
1989      370,835        10,338,589          60,741              1,652,751             
 
1990      406,318        10,409,027          64,056              1,598,821             
 
1991      320,422        13,171,892          48,721              1,969,876             
 
1992      357,779        14,092,236          52,965              2,052,162             
 
1993      374,395        15,729,365          54,005              2,234,153             
 
1994      407,211        15,753,834/b/       57,286              2,180,610/c/          
 
</TABLE>
 
/a/ Results reflect payment of a sales charge of 5.75% on the $10,000
investment.  Thus, the net amount invested was $9,425.  There is no sales
charge on dividends reinvested or capital gain distributions taken in shares. 
Results do not take into account income and capital gain taxes.
/b/ The total "cost" of this investment ($10,000 plus $4,513,221 in reinvested
dividends) was $4,523,221.  Total value includes reinvested dividends and
capital gain distributions totaling $5,715,772 taken in shares in the years
1936-1994.
/c/ Capital Value includes capital gain distributions taken in shares (total
$1,117,858) but does not include the amount of dividends received in cash
($871,833).
INVESTMENT COMPANY OF AMERICA
December 31, 1994
 
 
INVESTMENT COMPANY OF AMERICA
INVESTMENT PORTFOLIO-December 31, 1994
 
<TABLE>
<CAPTION>
- ------------------------------------------              ----------             
 
                                                        Percent of             
 
LARGEST INVESTMENT CATEGORIES                           Net Assets             
 
<S>                                                     <C>                    
- ------------------------------------------              ----------             
 
Services                                                19.88%                 
 
Capital Equipment                                       15.06                  
 
Finance                                                 13.81                  
 
                                                                               
 
                                                                               
 
                                                                               
 
LARGEST INDUSTRY HOLDINGS                                                      
 
- ------------------------------------------              ----------             
 
Banking                                                 7.83%                  
 
Telecommunications                                      7.07                   
 
Energy Sources                                          5.97                   
 
Data Processing & Reproduction                          5.3                    
 
Broadcasting & Publishing                               5.28                   
 
                                                                               
 
                                                                               
 
                                                                               
 
                                                                               
 
LARGEST INDIVIDUAL HOLDINGS                                                    
 
- ------------------------------------------              ----------             
 
Federal National Mortgage                               2.14%                  
 
Royal Dutch Petroleum                                   2.11                   
 
Philip Morris                                           2.09                   
 
International Business Machines                         1.77                   
 
Caterpillar                                             1.71                   
 
Time Warner                                             1.65                   
 
Tele-Communications                                     1.38                   
 
BankAmerica                                             1.2                    
 
DuPont                                                  1.2                    
 
WMX Technologies                                        1.12                   

 
 </TABLE>

                                                                             
 <TABLE>
<CAPTION>
- -----------------------------         -----        -------------------------------        -----         
 
                                                                                                        
 
<S>                                   <C>          <C>                                    <C>           
COMPANIES WHOSE EQUITY-TYPE                                                                   

        
 
SECURITIES WERE ADDED TO OR                                                                    

       
 
ELIMINATED FROM THE PORTFOLIO                                                                

         
 
                                                                                                        
 
                                                                                                        
 
Companies                                          Companies                                            
 
 appearing in the portfolio                         eliminated from the portfolio                       
 
 since June 30, 1994                                since June 30, 1994                                 
 
- -----------------------------         -----        -------------------------------        -----         
 
Alcan Aluminium                                    Alcatel Alsthom                                      
 
Apple Computer                                     American Cyanamid                                  


 
Archer Daniels Midland                             Anheuser-Busch Companies                       

    
 
Canadian Pacific                                   Broken Hill Proprietary                              
 
Chemical Banking                                   Commonwealth Edison                              

  
 
Comerica                                           Dow Chemical                                         
 
CS Holding Group                                   ITT                                                  
 
Dana                                               Kimberly-Clark                                       
 
Georgia Pacific                                    Loews                                                
 
Ingersoll-Rand                                     Nissan Motor                                         
 
Limited                                            Rohm and Haas                                        
 
National City                                      Siemens                                              
 
Norfolk Southern                                   Sun Microsystems                                     
 
Northrop Grumman                                   Tektronix                                            
 
Parker Hannifin                                    Woolworth                                            
 
Rockwell International                                                                                  
 
Societe Nationale Elf                                                                                   
Aquitaine                                                                                               
 
Unicom                                                                                                  
 
United HealthCare                                                                                       
 
Wachovia                                                                                                
 

</TABLE>
 
INVESTMENT COMPANY OF AMERICA
INVESTMENT PORTFOLIO, December 31, 1994
 
<TABLE>
<CAPTION>
- ------------------------------------------                ---------         ---------         ------            
 
                                                                            Market            Percent          

 
                                                          Number of         Value             of Net        

  
 
Equity-Type Securities                                    Shares            (millions)        Assets    

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

 
- ------------------------------------------                ---------         ---------         ------            
 
Energy                                                                                                          
 
- ------------------------------------------                ---------         ---------         ------            
 
Energy Sources-5.97%                                                                                        

  
 
Amoco Corp.                                               2,955,000         174.714           0.91      

      
 
Atlantic Richfield Co.                                    175,000           17.806            0.09       

     
 
British Petroleum Co. PLC (American Depositary                                                       

         
 
 Receipts)                                                250,000           19.969            0.1           

  
 
Chevron Corp.                                             900,000           40.163            0.21       

     
 
Mobil Corp.                                               400,000           33.7              0.17         

   
 
Murphy Oil Corp.                                          750,000           31.875            0.17      

      
 
Phillips Petroleum Co.                                    5,073,700         166.164           0.86     

       
 
Royal Dutch Petroleum Co.                                                                                  

   
 
 (New York Registered Shares)                             3,780,000         406.35            2.11  

          
 
Societe Nationale Elf Aquitaine (American                                                               

      
 
 Depositary Receipts)                                     464,265           16.365            0.08      

      
 
Texaco Inc.                                               1,180,000         70.652            0.37        

    
 
TOTAL, Class B                                            1,200,000         69.76             0.36     

       
 
Unocal Corp.                                              600,000           16.35             0.19        

    
 
Unocal Corp., $3.50 convertible preferred/1/              415,000           20.335                   

         
 
USX-Marathon Group                                        4,100,000         67.138            0.35  

          
 
                                                                                                                
 
Utilities: Electric & Gas-1.76%                                                                             

  
 
Entergy Corp.                                             5,500,000         120.312           0.62       

     
 
Houston Industries Inc.                                   1,100,000         39.188            0.2        

     
 
Long Island Lighting Co.                                  5,240,000         80.565            0.42    

        
 
Pacific Gas and Electric Co.                              1,339,100         32.641            0.17     

       
 
Texas Utilities Co.                                       283,692           9.078             0.05        

    
 
Unicom Corp.                                              2,395,000         57.48             0.3        

     
 
                                                                            ---------         ------            
 
                                                                            1490.605          7.73              
 
                                                                            ---------         ------            
 
- ------------------------------------------                ---------         ---------         ------            
 
Materials                                                                                                       
 
- ------------------------------------------                ---------         ---------         ------            
 
Chemicals-1.45%                                                                                               


 
E.I. du Pont de Nemours and Co.                           4,100,000         230.625           1.2  

           
 
Eastman Chemical Co.                                      400,000           20.2              0.1      

       
 
Imperial Chemical Industries PLC                                                                          

    
 
 (American Depositary Receipts)                           100,000           4.65              0.02    

        
 
Monsanto Co.                                              354,300           24.978            0.13       

     
 
                                                                                                                
 
Forest Products & Paper-0.51%                                                                             

    
 
Georgia Pacific                                           950,000           67.925            0.35        

    
 
International Paper Co.                                   400,000           30.15             0.16       

     
 
                                                                                                                
 
Metals: Nonferrous-1.50%                                                                                    

  
 
Alcan Aluminium Ltd.                                      1,000,000         25.375            0.13    

        
 
Aluminum Co. of America                                   1,620,000         140.332           0.73 

           
 
Inco Ltd.                                                 1,964,300         56.228            0.29         

   
 
Phelps Dodge Corp.                                        600,000           37.125            0.19     

       
 
Western Mining Corp. Holdings Ltd.                        5,205,894         30.11             0.16 

           
 
                                                                                                                
 
Metals: Steel-0.74%                                                                                           


 
Bethlehem Steel Corp./2/                                  4,000,000         72                0.37      

      
 
USX-U.S. Steel Group                                      2,000,000         71                0.37     

       
 
                                                                                                                
 
Miscellaneous Materials-0.21%                                                                              

   
 
Freeport-McMoRan Inc.                                     1,000,000         17.75                      

       
 
Freeport-McMoRan Inc., $4.375 convertible                                                     0.21    

        
 
 exchangeable preferred stock/1/                          500,000           23.5                        

      
 
                                                                            ---------         ------            
 
                                                                            851.948           4.41              
 
                                                                            ---------         ------            
 
- ------------------------------------------                ---------         ---------         ------            
 
Capital Equipment                                                                                             


 
- ------------------------------------------                ---------         ---------         ------            
 
Aerospace & Military Technology-1.79%                                                                 

        
 
Boeing Co.                                                2,100,000         98.175            0.51        

    
 
Litton Industries, Inc./2/                                1,333,000         49.321            0.25        

    
 
Northrop Grumman Corp.                                    900,000           37.8              0.2    

         
 
Raytheon Co.                                              1,200,000         76.65             0.4         

    
 
United Technologies Corp.                                 1,318,800         82.919            0.43    

        
 
                                                                                                                
 
Data Processing & Reproduction-5.30%                                                                   

       
 
Apple Computer, Inc.                                      500,000           19.375            0.1       

      
 
Compaq Computer Corp./2/                                  5,250,000         207.375           1.07 

           
 
Hewlett-Packard Co.                                       1,298,000         129.638           0.67     

       
 
International Business Machines Corp.                     4,645,000         341.408           1.77 

           
 
Microsoft Corp./2/                                        1,975,000         120.722           0.63      

      
 
Novell, Inc./2/                                           900,000           15.3              0.08          

  
 
Tandem Computers Inc./2/                                  1,225,000         20.978            0.11   

         
 
Unisys Corp., $3.75 convertible preferred,                                                                

    
 
 Series A                                                 350,000           11.112            0.06         

   
 
Xerox Corp.                                               1,570,000         155.43            0.81       

     
 
                                                                                                                
 
Electrical & Electronic-1.09%                                                                               

  
 
General Electric Co.                                      2,232,500         113.858           0.59      

      
 
Honeywell Inc.                                            3,034,800         95.596            0.5        

     
 
                                                                                                                
 
Electronic Components-1.89%                                                                               

    
 
Intel Corp.                                               1,850,000         117.706           0.61         

   
 
Motorola, Inc.                                            1,600,000         92.6              0.48         

   
 
Texas Instruments Inc.                                    2,050,000         153.494           0.8       

      
 
                                                                                                                
 
Energy Equipment-1.10%                                                                                    

    
 
Schlumberger Ltd.                                         3,350,000         168.756           0.88     

       
 
Western Atlas Inc./2/                                     1,133,000         42.629            0.22       

     
 
                                                                                                                
 
Industrial Components-0.35%                                                                                

   
 
Dana Corp.                                                1,352,200         31.608            0.16        

    
 
Rockwell International Corp.                              1,000,000         35.75             0.19     

       
 
                                                                                                                
 
Machinery & Engineering-3.54%                                                                           

      
 
Caterpillar Inc.                                          5,980,000         329.648           1.71         

   
 
Cummins Engine Co., Inc.                                  1,041,800         47.141            0.25   

         
 
Deere & Co.                                               1,500,000         99.375            0.52       

     
 
Ingersoll-Rand Co.                                        500,000           15.75             0.08       

     
 
Mannesmann AG                                             420,000           114.511           0.59   

         
 
Parker Hannifin Corp.                                     400,000           18.2              0.09       

     
 
Sundstrand Corp.                                          1,275,000         58.012            0.3        

     
 
                                                                                                                
 
                                                                            ---------         ------            
 
                                                                            2900.837          15.06            

 
                                                                            ---------         ------            
 
                                                                                                                
 
- ------------------------------------------                ---------         ---------         ------            
 
Consumer Goods                                                                                               

 
 
- ------------------------------------------                ---------         ---------         ------            
 
Automobiles-1.95%                                                                                            

 
 
Chrysler Corp., $4.625 convertible                                                                         

   
 
 preferred, Series A/1/                                   100,000           13.687            0.07       

     
 
Daimler-Benz AG                                           110,000           54.154            0.37     

       
 
Daimler-Benz AG (American Depositary Receipts)            330,000           16.253             

               
 
Ford Motor Co., Class A                                   2,090,000         58.52                       

      
 
Ford Motor Co., $4.20 cumulative convertible                                                  0.73    

        
 
 preferred, Series A                                      900,000           82.8                            

  
 
General Motors Corp.                                      2,700,000         114.075           0.59    

        
 
Toyota Motor Corp.                                        1,760,000         37.071            0.19     

       
 
                                                                                                                
 
Beverages & Tobacco-2.87%                                                                                

     
 
American Brands, Inc.                                     488,500           18.319            0.09     

       
 
PepsiCo, Inc.                                             2,450,000         88.813            0.46        

    
 
Philip Morris Companies Inc.                              7,000,000         402.5             2.09    

        
 
RJR Nabisco Holdings Corp./2/                             8,000,000         44                0.23   

         
 
                                                                                                                
 
                                                                                                                
 
Food & Household Products-1.45%                                                                        

       
 
Archer Daniels Midland Co.                                2,317,500         47.798            0.25   

         
 
ConAgra, Inc.                                             1,400,000         43.75             0.23        

    
 
CPC International Inc.                                    980,000           52.185            0.27      

      
 
Nestle SA                                                 90,000            85.803            0.44         

   
 
Procter & Gamble Co.                                      800,000           49.6              0.26     

       
 
                                                                                                                
 
                                                                                                                
 
Health & Personal Care-5.27%                                                                              

    
 
Abbott Laboratories                                       1,750,000         57.094            0.3        

     
 
American Home Products Corp.                              1,175,000         73.731            0.38

            
 
Bausch & Lomb Inc.                                        117,800           3.99              0.02     

       
 
Baxter International Inc.                                 900,000           25.425            0.13       

     
 
Bristol-Myers Squibb Co.                                  1,755,000         101.571           0.53    

        
 
Johnson & Johnson                                         1,040,000         56.94             0.29     

       
 
Eli Lilly & Co.                                           1,680,000         110.25            0.57        

    
 
Merck & Co., Inc.                                         5,600,000         213.5             1.11      

      
 
Pfizer Inc.                                               1,545,000         119.351           0.62         

   
 
Schering-Plough Corp.                                     923,000           68.302            0.35     

       
 
Upjohn Co.                                                1,550,000         47.663            0.25       

     
 
Warner-Lambert Co.                                        1,800,000         138.6             0.72     

       
 
                                                                                                                
 
Recreation & Other Consumer Products-0.45%                                                          

          
 
Duracell International Inc.                               1,554,300         67.418            0.35      

      
 
Eastman Kodak Co.                                         400,000           19.1              0.1       

      
 
                                                                                                                
 
                                                                                                                
 
Textiles & Apparel-0.13%                                                                                    

  
 
VF Corp.                                                  500,000           24.312            0.13        

    
 
                                                                            ---------         ------            
 
                                                                            2336.575          12.12            

 
                                                                            ---------         ------            
 
                                                                                                                
 
- ------------------------------------------                ---------         ---------         ------            
 
Services                                                                                                        
 
- ------------------------------------------                ---------         ---------         ------            
 
Broadcasting & Publishing-5.28%                                                                          

     
 
Capital Cities/ABC, Inc.                                  1,400,000         119.35            0.62      

      
 
CBS Inc.                                                  1,145,000         63.404            0.33        

    
 
Gannett Co., Inc.                                         1,155,200         61.514            0.32        

    
 
New York Times Co., Class A                               3,350,000         74.119            0.38 

           
 
Tele-Communications, Inc., Class A/2/                     12,240,900        266.24            1.38

            
 
Time Warner Inc.                                          9,081,000         318.97            1.65      

      
 
Times Mirror Co., Series  A                               1,500,000         47.063            0.24    

        
 
Tribune Co.                                               1,250,000         68.437            0.36        

    
 
                                                                                                                
 
Business & Public Services-3.20%                                                                         

     
 
Browning-Ferris Industries, Inc.                          500,000           14.188            0.08     

       
 
Dun & Bradstreet Corp.                                    1,350,000         74.25             0.39     

       
 
Federal Express Corp./2/                                  1,250,000         75.312            0.39     

       
 
Interpublic Group of Companies, Inc.                      2,546,500         81.806            0.42  

          
 
Pitney Bowes Inc.                                         2,020,000         64.135            0.33      

      
 
United HealthCare Corp.                                   2,000,000         90.25             0.47     

       
 
WMX Technologies, Inc.                                    8,250,000         216.563           1.12  

          
 
                                                                                                                
 
Leisure & Tourism-1.28%                                                                                    

   
 
Walt Disney Co.                                           4,254,600         196.243           1.02      

      
 
McDonald's Corp.                                          1,700,000         49.725            0.26     

       
 
                                                                                                                
 
Merchandising-1.22%                                                                                         

  
 
American Stores Co.                                       2,100,000         56.438            0.29     

       
 
Limited Inc.                                              1,400,000         25.375            0.13         

   
 
May Department Stores Co.                                 900,000           30.375            0.16  

          
 
Melville Corp.                                            1,400,000         43.225            0.22        

    
 
Tandy Corp., $2.14 preferred equity redemption                                                         

       
 
 cumulative stock, Series C                               1,100,000         41.525            0.22     

       
 
Toys 'R' Us, Inc./2/                                      1,250,000         38.125            0.2        

     
 
                                                                                                                
 
Telecommunications-7.07%                                                                                  

    
 
AirTouch Communications/2/                                2,250,000         65.531            0.34 

           
 
Ameritech Corp.                                           1,900,000         76.712            0.4        

     
 
AT&T Corp.                                                3,895,000         195.724           1.01     

       
 
GTE Corp.                                                 5,325,000         161.747           0.84       

     
 
Hong Kong Telecommunications Ltd. (American                                                        

           
 
 Depositary Receipts)                                     1,500,000         28.688            0.15      

      
 
LIN Broadcasting Corp./2/                                 1,409,600         188.182           0.98   

         
 
MCI Communications Corp.                                  9,225,000         169.509           0.88

            
 
Pacific Telesis Group                                     2,424,220         69.09             0.36       

     
 
Southwestern Bell Corp.                                   300,000           12.113            0.06     

       
 
Sprint Corp.                                              250,000           6.906             0.04         

   
 
Telefonos de Mexico, SA de CV, Class L                                                                

        
 
 (American Depositary Receipts)                           3,457,400         141.753           0.74  

          
 
U S WEST, Inc.                                            1,750,000         62.344            0.32     

       
 
Vodafone Group PLC (American Depositary                   5,472,000         183.996          
0.95              
Receipts)                                                                                                       
 
                                                                                                                
 
                                                                                                                
 
Transportation: Airlines-0.65%                                                                              

  
 
AMR Corp./2/                                              1,275,000         67.894            0.35      

      
 
Delta Air Lines, Inc.                                     895,000           45.198                         

   
 
Delta Air Lines, Inc., $3.50 convertible                                                      0.3          

   
 
 preferred, Class C                                       300,000           13.125                         

   
 
                                                                                                                
 
Transportation: Rail & Road-1.18%                                                                        

     
 
Burlington Northern Inc.                                  650,000           31.281            0.16     

       
 
Conrail, Inc.                                             750,000           37.875            0.2           

  
 
CSX Corp.                                                 850,000           59.181            0.31       

     
 
Norfolk Southern Corp.                                    300,000           18.188            0.09     

       
 
Union Pacific Corp.                                       1,775,000         80.984            0.42      

      
 
                                                                                                                
 
                                                                            ---------         ------            
 
                                                                            3832.653          19.88            

 
                                                                            ---------         ------            
 
- ------------------------------------------                ---------         ---------         ------            
 
Finance                                                                                                         
 
- ------------------------------------------                ---------         ---------         ------            
 
Banking-7.83%                                                                                                 


 
H.F. Ahmanson & Co.                                       3,000,000         48.375            0.25   

         
 
Banc One Corp.                                            8,272,500         209.915           1.09     

       
 
BankAmerica Corp.                                         5,850,000         231.075           1.2     

        
 
Bankers Trust New York Corp.                              1,385,000         76.694            0.4  

           
 
Chemical Banking Corp.                                    1,000,000         35.875            0.18   

         
 
Citicorp                                                  1,200,000         49.65                            

 
 
Citicorp, $5.375 convertible preferred,                                                       0.51         

   
 
 Series 13                                                420,000           47.985                           

 
 
Comerica Inc.                                             1,000,000         24.375            0.13       

     
 
CS Holding Group                                          60,000            25.688            0.13     

       
 
Deutsche Bank AG                                          49,765            23.15             0.12     

       
 
First Chicago Corp.                                       1,300,000         62.075            0.32      

      
 
First Fidelity Bancorporation                             700,000           31.412            0.16     

       
 
First Interstate Bancorp                                  2,175,000         147.084           0.76      

      
 
First Union Corp.                                         2,150,000         88.956            0.46       

     
 
Great Western Financial Corp.                             3,701,500         59.224            0.31   

         
 
J.P. Morgan & Co. Inc.                                    1,900,000         106.4             0.55     

       
 
National City Corp.                                       800,000           20.7              0.11        

    
 
NBD Bancorp, Inc.                                         1,802,800         49.352            0.25     

       
 
PNC Bank Corp.                                            4,592,000         97.006            0.5      

       
 
SunTrust Banks, Inc.                                      800,000           38.2              0.2         

    
 
U.S. Bancorp                                              400,000           8.95              0.05        

    
 
Wachovia Corp.                                            882,700           28.467            0.15      

      
 
                                                                                                                
 
Financial Services-2.93%                                                                                     

 
 
American Express Co.                                      2,479,500         73.145            0.38    

        
 
Federal National Mortgage Assn.                           5,660,000         412.473           2.14 

           
 
Student Loan Marketing Assn.                              2,450,000         79.625            0.41  

          
 
                                                                                                                
 
Insurance-3.05%                                                                                                

 
Allstate Corp.                                            2,583,000         61.023            0.32         

   
 
American General Corp.                                    1,210,000         34.183            0.18    

        
 
American International Group, Inc.                        1,215,000         119.07            0.62   

         
 
CIGNA Corp.                                               200,000           12.65             0.07      

      
 
CKAG Colonia Konzern AG                                   34,000            27.898            0.15

            
 
CKAG Colonia Konzern AG, preferred shares                 3,627             1.851                

             
 
General Re Corp.                                          950,000           117.562           0.61      

      
 
Lincoln National Corp.                                    1,050,000         36.75             0.19      

      
 
SAFECO Corp.                                              1,340,000         69.68             0.36     

       
 
St. Paul Companies, Inc.                                  2,390,000         106.953           0.55     

       
 
                                                                            ---------         ------            
 
                                                                            2663.471          13.81            

 
                                                                            ---------         ------            
 
                                                                                                                
 
- ------------------------------------------                ---------         ---------         ------            
 
Multi-Industry, Gold Mines & Miscellaneous                                                            

        
 
- ------------------------------------------                ---------         ---------         ------            
 
Multi-Industry-2.19%                                                                                          


 
Canadian Pacific Ltd.                                     1,000,000         15                0.08       

     
 
Hanson PLC                                                3,500,000         12.661            0.71      

      
 
Hanson PLC (American Depositary Receipts)                 6,850,000         123.3               

              
 
Minnesota Mining and Manufacturing Co.                    2,745,000         146.514          
0.76              
 
Tenneco Inc.                                              1,825,000         77.563            0.4         

    
 
Textron Inc.                                              925,000           46.597            0.24         

   
 
                                                                                                                
 
Gold Mines -0.32%                                                                                            

 
 
Newmont Mining Corp.                                      1,700,000         61.2              0.32   

         
 
                                                                                                                
 
                                                                                                                
 
Miscellaneous-1.75%                                                                                          

 
 
Equity-type securities in initial period of                                                                  

 
 
 acquisition                                                                337.568           1.75            


 
                                                                            ---------         ------            
 
                                                                            820.403           4.26              
 
                                                                            ---------         ------            
 
                                                                                                                
 
- -------------------------------------------               ---------         ---------         ------            
 
TOTAL EQUITY-TYPE SECURITIES (cost: $11,586.700                                            

                   
 
 million)                                                                   14896.492         77.27          

 
 
                                                          ---------         ---------         ------            
 
                                                                                                                
 
                                                                                                                
 
                                                                                                                
 
                                                          Principal                                             
 
- ------------------------------------------                Amount                                                
 
Bonds & Notes                                             (millions)                                        

  
 
- ------------------------------------------                ---------         ---------         ------            
 
                                                                                                                
 
                                                                                                                
 
U.S. Treasuries-12.48%                                                                                       

 
 
7.50% January 1996                                        25                25.047            0.13       

     
 
4.375% August 1996                                        400               380.564           1.97     

       
 
4.375% November 1996                                      400               377.248           1.96   

         
 
8.00% January 1997                                        175               175.903           0.91      

      
 
6.875% April 1997                                         170               166.865           0.87      

      
 
6.375% June 1997                                          230               222.921           1.16      

      
 
5.75% October 1997                                        300               284.391           1.48     

       
 
8.875% November 1997                                      25                25.66             0.13    

        
 
4.75% August 1998                                         300               270.843           1.4       

      
 
5.125% November 1998                                      300               272.907           1.42   

         
 
8.875% November 1998                                      25                25.836            0.13    

        
 
11.625% November 2004                                     30                37.575            0.19   

         
 
7.125% February 2023                                      151.5             137.865           0.72    

        
 
- ------------------------------------------                                  ---------         ------            
 
TOTAL BONDS & NOTES (cost: $2,532.848 million)                              2403.625       

 12.47             
 
- ------------------------------------------                                  ---------         ------            
 
TOTAL INVESTMENT SECURITIES (cost: $14,119.548                                             

                   
 
 million)                                                                   17300.117         89.74          

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


 
- ------------------------------------------                ---------         ---------         ------            
 
U.S. Treasury Short-Term Securities-9.73%                                                               

      
 
4.25%-8.50% due 2/9-8/15/95                               1,907.65          1877.73           9.73  

          
 
                                                                            ---------         ------            
 
TOTAL SHORT-TERM SECURITIES                                                                    

               
 
 (cost: $1,884.691 million)                                                 1877.73           9.73        

    
 
Excess of cash and receivables over payables                                101.746           0.53  

          
 
                                                                            ---------         ------            
 
TOTAL SHORT-TERM SECURITIES, CASH AND                                       1979.476 

       10.26             
RECEIVABLES,                                                                                               

   
 
 NET OF PAYABLES                                                                                        

      
 
                                                                            ---------         ------            
 
                                                                                                                
 
NET ASSETS                                                                  19279.593         100      

       
 
                                                                            =========         ======      

    
 
- ------------------------------------------                ---------         ---------         ------            
 
                                                                                                                
 
</TABLE>
 
Investment Company of America
 
<TABLE>
<CAPTION>
- -----------------------------------------              -------------      -------------      
 
Statement of Assets and Liabilities                                       (dollars in        
 
at December 31, 1994                                                      millions)          
 
<S>                                                    <C>                <C>                
- ----------------------------------------               -------------      -------------      
 
Assets:                                                                                      
 
Investment securities at market                                                              
 
 (cost: $14,119.548)                                                      $17,300.117        
 
Short-term securities at market                                                              
 
 (cost: $1,884.691)                                                       1,877.73           
 
Cash                                                                      5.306              
 
Receivables for-                                                                             
 
 Sales of investments                                  $36.065                               
 
 Sales of fund's shares                                51.84                                 
 
 Dividends and accrued interest                        90.444             178.349            
 
                                                       -------------      -------------      
 
                                                                          19,361.502         
 
Liabilities:                                                                                 
 
Payables for-                                                                                
 
 Purchases of investments                              54.95                                 
 
 Repurchases of fund's shares                          19.33                                 
 
 Management services                                   4.241                                 
 
 Accrued expenses                                      3.388              81.909             
 
                                                       -------------      -------------      
 
Net Assets at December 31, 1994-                                                             
 
 Equivalent to $17.67 per share on                                                           
 
 1,090,856,938 shares of $1 par value                                                        
 
 capital stock outstanding (authorized                                                       
 
 capital stock--2,000,000,000 shares)                                     $19,279.593        
 
                                                                          =============      
 
                                                                                             
 
                                                                                             
 
Statement of Operations                                                   (dollars in        
 
for the year ended December 31, 1994                                      millions)          
 
- -----------------------------------------              -------------      -------------      
 
Investment Income:                                                                           
 
Income:                                                                                      
 
 Dividends                                             $425.346                              
 
 Interest                                              232.625            $657.971           
 
                                                       -------------                         
 
Expenses:                                                                                    
 
 Management services fee                               50.698                                
 
 Distribution expenses                                 38.084                                
 
 Transfer agent fee                                    16.006                                
 
 Reports to shareholders                               2.074                                 
 
 Registration statement and                                                                  
 
  prospectus                                           1.4                                   
 
 Postage, stationery and supplies                      5.024                                 
 
 Directors' fees                                       0.408                                 
 
 Auditing and legal fees                               0.098                                 
 
 Custodian fee                                         0.771                                 
 
 Taxes (other than federal income tax)                 0.296                                 
 
 Other expenses                                        0.225              115.084            
 
                                                       -------------      -------------      
 
 Net investment income                                                    542.887            
 
                                                                          -------------      
 
Realized Gain and Change in Unrealized                                                       
 
 Appreciation on Investments:                                                                
 
 Net realized gain                                                        628.471            
 
 Net change in unrealized                                                                    
 
  appreciation on investments:                                                               
 
  Beginning of year                                    4,314.584                             
 
  End of year ........                                 3,173.701          (1,140.883)        
 
                                                       -------------      -------------      
 
  Net realized gain and change in                                                            
 
   unrealized appreciation on investments                                 (512.412)          
 
                                                                          -------------      
 
Net Increase in Net Assets Resulting                                                         
 
 from Operations                                                          $30.475            
 
                                                                          =============      
 
                                                                                             
 
                                                                                             
 
                                                                                             
 
- ----------------------------------------               -------------      -------------      
 
Statement of Changes in Net Assets                     (dollars in                           
 
                                                       millions)                             
 
                                                       Year ended                            
 
                                                       December 31                           
 
                                                       1994               1993               
 
- -----------------------------------------              -------------      -------------      
 
Operations:                                                                                  
 
Net investment income                                  $542.887           $531.116           
 
Net realized gain on investments                       628.471            692.804            
 
Net change in unrealized appreciation                                                        
 
 on investments                                        (1,140.883)        718.467            
 
                                                       -------------      -------------      
 
 Net increase in net assets                                                                  
 
 resulting from operations                             30.475             1,942.387          
 
                                                       -------------      -------------      
 
Dividends and Distributions Paid                                                             
 
 to Shareholders:                                                                            
 
Dividends from net investment income                   (496.411)          (445.535)          
 
Distributions from net realized                                                              
 
 gain on investments                                   (628.912)          (726.078)          
 
                                                       -------------      -------------      
 
 Total dividends and distributions                     (1,125.323)        (1,171.613)        
 
                                                       -------------      -------------      
 
Capital Share Transactions:                                                                  
 
Proceeds from shares sold: 149,158,039                                                       
 
 and 212,849,472 shares, respectively                  2,761.027          3,926.672          
 
Proceeds from shares issued in reinvestment                                                  
 
 of net investment income dividends and                                                      
 
 distributions of net realized gain on                                                       
 
 investments: 56,628,397 and 55,417,050                                                      
 
 shares, respectively                                  1,014.931          1,030.191          
 
Cost of shares repurchased: 130,005,029                                                      
 
 and 115,511,426 shares, respectively                  (2,406.547)        (2,151.043)        
 
                                                       -------------      -------------      
 
 Net increase in net assets resulting from                                                   
 
  capital share transactions                           1,369.411          2,805.82           
 
                                                       -------------      -------------      
 
Total Increase in Net Assets                           274.563            3,576.594          
 
                                                                                             
 
Net Assets:                                                                                  
 
Beginning of year                                      19,005.03          15,428.436         
 
                                                       -------------      -------------      
 
End of year (including undistributed                                                         
 
 net investment income: $227.698                                                             
 
 and $181.222, respectively)                           $19,279.593        $19,005.03         
 
                                                       =============      =============      
 
                                                                                             
 
                                                                                             
 
                                                                                             
 
                                                                                             
 
See Notes to Financial Statements                                                            
 
                                                                                             
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
1. The Investment Company of America (the "fund") is registered under the
Investment Company Act of 1940 as an open-end, diversified management
investment company. The following paragraphs summarize the significant
accounting policies consistently followed by the fund in the preparation of its
financial statements:
 Equity-type securities are stated at market value based upon closing sales
prices reported on recognized securities exchanges on the last business day of
the year or, for listed securities having no sales reported and for unlisted
securities, upon last-reported bid prices on that date.
 Non-convertible bonds and other long-term debt securities are valued at prices
obtained from a bond-pricing service provided by a major dealer in bonds, when
such prices are available; however, in circumstances where the investment
adviser deems it appropriate to do so, such securities will be valued at the
mean of their representative quoted bid and asked prices or, if such prices are
not available, at the mean of such prices for securities of comparable
maturity, quality and type.
 Short-term securities with original or remaining maturities in excess of 60
days are valued at the mean of their quoted bid and asked prices. Short-term
securities with 60 days or less to maturity are valued at amortized cost, which
approximates market value. Securities for which market quotations are not
readily available are valued at fair value as determined in good faith by the
Valuation Committee of the Board of Directors.
 As is customary in the mutual fund industry, securities transactions are
accounted for on the date the securities are purchased or sold. Realized gains
and losses from securities transactions are reported on an identified cost
basis. Dividend and interest income is reported on the accrual basis. Discounts
on securities purchased are amortized over the life of the respective
securities. The fund does not amortize premiums on securities purchased. 
Dividends and distributions paid to shareholders are recorded on the
ex-dividend date.
 Investment securities and other assets and liabilities denominated in non-U.S.
currencies are recorded in the financial statements after translation into U.S.
dollars utilizing rates of exchange on the last business day of the year. 
Purchases and sales  of investment securities, income, and expenses are
calculated using the prevailing exchange rate as accrued.  The fund does not
identify the portion of each amount shown in the fund's Statement of Operations
under the caption "Realized Gain and Change in Unrealized Appreciation on
Investments" that arises from changes in non-U.S. currency exchange rates. 
 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 $771,000 includes $128,000 that was paid by these credits
rather than cash.             
2. It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required.
 As of December 31, 1994, net unrealized appreciation on investments for
federal income tax purposes aggregated $3,190,524,000, of which $3,874,702,000
related to appreciated securities and $684,178,000 related to depreciated
securities. During the year ended December 31, 1994, the fund realized, on a
tax basis, a net capital gain of $628,399,000 on securities transactions. The
cost of portfolio securities for federal income tax purposes was
$15,987,323,000 at December 31, 1994.
3. The fee of $50,698,000 for management services was paid pursuant to an
agreement with Capital Research and Management Company (CRMC), with which
certain officers and directors of the fund are affiliated. The Investment
Advisory and Service Agreement provides for monthly fees, accrued daily, based
on an annual rate of 0.39% of the first $1 billion of average net assets;
0.336% of such assets in excess of $1 billion but not exceeding $2 billion;
0.30% of such assets in excess of $2 billion but not exceeding $3 billion;
0.276% of such assets in excess of $3 billion but not exceeding $5 billion;
0.258% of such assets in excess of $5 billion but not exceeding $8 billion; 
0.246% of such assets in excess of $8 billion but not exceeding $13 billion;
and 0.24% of such assets in excess of $13 billion.
  Pursuant to a Plan of Distribution, the fund may expend up to 0.25% of its
average net assets annually for any activities primarily intended to result in
sales of fund shares, provided the categories of expenses  for which
reimbursement is made are approved by the fund's Board of Directors. Fund
expenses under the Plan include payments to dealers to compensate them for
their selling and servicing efforts. During the year ended December 31, 1994,
distribution expenses under the Plan were $38,084,000.  As of December 31,
1994, accrued and unpaid distribution expenses were $3,206,000.
 American Funds Service Company (AFS), the transfer agent for the fund, was
paid a fee of $16,006,000.  American Funds Distributors, Inc. (AFD), the
principal underwriter of the fund's shares, received $13,495,000 (after
allowances to dealers) as its portion of the sales charges paid by purchasers
of the fund's shares. Such sales charges are not an expense of the fund and,
hence, are not reflected in the accompanying statement of operations.
 Directors and Advisory Board members of the fund who are unaffiliated with
CRMC may elect to defer part or all of the fees earned for services as members
of the board.  Amounts deferred are not funded and are general unsecured
liabilities of the fund.  As of December 31, 1994, aggregate amounts deferred
were $61,900.
 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/or AFD.  No affiliated
officers, directors or employees of CRMC, AFS or AFD received any remuneration
directly from the fund.
4. Option warrants are outstanding, which may be exercised at any time for the
purchase of 842,013 shares of the fund at approximately $5.242 per share. If
all warrants had been exercised on December 31, 1994, the net assets of the
fund would have been $19,284,006,000; the shares outstanding would have been
1,091,699,000; and the net asset value would have been equivalent to $17.66 per
share. During the year ended December 31, 1994, 150 warrants were exercised for
the purchase of 3,291 shares.
5. As of December 31, 1994, accumulated undistributed net realized gain on
investments was $28,000 and additional paid-in capital was $14,787,309,000.
 The fund made purchases and sales of investment securities, excluding
short-term securities, of $5,652,350,000 and $5,991,308,000, respectively,
during the year ended December 31, 1994.
 Dividend income is recorded net of foreign taxes paid. For the year  ended
December 31, 1994, such foreign taxes amounted to $5,479,000.  Net realized
currency gains on dividends, interest, and withholding taxes reclaimable were
$72,000 for the year ended December 31, 1994.
INVESTMENT COMPANY OF AMERICA
December 31, 1994
 
<TABLE>
<CAPTION>
Per-Share Data and Ratios                            Year                                                  

               
 
                                                     ended                                                        

        
 
                                                     December                                                   

          
                                                     31                                                            

       
 
                                                     1994            1993          1992         1991        
1990           
 
                                                     -------         -------       -------      -------      -------

      
 
<S>                                                  <C>             <C>           <C>          <C>         
<C>            
Net Asset Value, Beginning of                                                                              

               
 
 Year                                                $18.72          $17.89        $17.48       $14.52   

  $15.24         
 
                                                     -------         -------       -------      -------      -------

      
 
 Income from Investment                                                                                     

              
 
  Operations:                                                                                                    

         
 
  Net investment income                              0.51            0.54          0.49         0.51    

   0.57           
 
  Net realized and unrealized                                                                                

             
 
   gain (loss) on investments                        -0.48           1.51          0.71         3.27     

  -0.48          
 
                                                     -------         -------       -------      -------      -------

      
 
   Total income from                                                                                          

            
 
 investment operations                               0.03            2.05          1.2          3.78      

 0.09           
 
                                                     -------         -------       -------      -------      -------

      
 
 Less Distributions:                                                                                            

          
 
  Dividends from net investment                                                                            

               
 
 income                                              -0.48           -0.47         -0.47        -0.44       
- -0.59          
 
  Distributions from net                                                                                       

           
 
 realized gains                                      -0.6            -0.75         -0.32        -0.38       
- -0.22          
 
                                                     -------         -------       -------      -------      -------

      
 
   Total distributions                               -1.08           -1.22         -0.79        -0.82       
- -0.81          
 
                                                     -------         -------       -------      -------      -------

      
 
Net Asset Value, End of Year                         $17.67          $18.72        $17.89      
$17.48       $14.52         
 
                                                     =======         =======       =======     
=======      =======        
 
                                                                                                                    

      
 
Total Return*                                        0.0016          11.62%        6.99%       
26.54%       0.0068         
 
                                                                                                                    

      
 
                                                                                                                    

      
 
Ratios/Supplemental Data:                                                                                    

             
 
  Net assets, end of year (in                                                                                  

           
 
 millions)                                           $19,280         $19,005       $15,428      $10,526

    $5,923         
 
  Ratio of expenses to average                                                                               

             
 
 net assets                                          0.006           0.0059        0.0058       0.0059    

 0.0055         
 
  Ratio of net income to average                                                                            

              
 
 net assets                                          0.0283          0.0303        0.0306       0.0329   

  0.0395         
 
  Portfolio turnover - common stocks                 17.94%          19.57%        7.23%       
5.79%        7.48%          
 
  Portfolio turnover - investment securities         31.08%          17.57%        9.73%       
6.21%        10.94%         
 
                                                                                                                    

      
 
*This was calculated without deducting                                                                   

                 
 
 a sales charge.  The maximum sales charge                                                             

                   
 
 is 5.75% of the fund's offering price.                                                                     

              
 
                                                                                                                    

      
 
                                                                                                                    

      
 
</TABLE>
 
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of The Investment Company of
America, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the per-share data and ratios present fairly, in all
material respects, the financial position of The Investment Company of America
(the "Fund") at December 31, 1994, the results of its operations and the
changes in its net assets and the per-share data and ratios for the periods
indicated in conformity with generally accepted accounting principles.  These
financial statements and per-share data and ratios (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits, which included
confirmation of securities at December 31, 1994, by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.
Los Angeles, California
January 31, 1995
TAX INFORMATION (UNAUDITED)
During the fiscal year ended December 31, 1994, 69% of the dividends paid by
the fund from investment income earned qualified for the corporate
dividends-received deduction.  Of those dividends, 32% was derived from
interest on direct U.S. Treasury obligations.
 This information is given to meet certain requirements of the Internal Revenue
Code.
OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER,
CAPITAL RESEARCH AND MANAGEMENT COMPANY
333 South Hope Street
Los Angeles, California  90071-1443
135 South State College Boulevard
Brea, California  92621-5804
TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS
American Funds Service Company
P.O. Box 2205
Brea, California  92622-2205
P.O. Box 659522
San Antonio, TX  78265-9522
P.O. Box 6007
Indianapolis, Indiana  46206-6007
P.O. Box 2280
Norfolk, Virginia  23501-2280
CUSTODIAN OF ASSETS
The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza
New York, New York  10081-0001
COUNSEL
O'Melveny & Myers
400 South Hope Street
Los Angeles, California  90071-2899
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
400 South Hope Street
Los Angeles, California  90071-2889
PRINCIPAL UNDERWRITER
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, California  90071-1462
FOR INFORMATION about your account or any of the fund's services, please
contact your securities dealer or financial planner, or call the fund's
transfer agent, toll free, at 800/421-0180.
This report is for the information of shareholders of The Investment Company of
America, but it may also be used as sales literature when preceded or
accompanied by the current prospectus, which gives details about charges,
expenses, investment objectives and operating policies of the fund.  If used as
sales material after March 31, 1995, this report must be accompanied by an
American Funds Group Statistical Update for the most recently completed
calendar quarter.
Litho in USA     BDA/GRS
Lit. No. ICA-011-0295


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