INVESTMENT CO OF AMERICA
497, 1997-03-05
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<PAGE>
 
 
                     [LOGO OF THE AMERICAN FUNDS GROUP(R)]
 
- --------------------------------------------------------------------------------
 
 
                      The Investment Company of America(R)
 
                                   Prospectus
 
 
 
                                 MARCH 1, 1997
 
<PAGE>
 
THE INVESTMENT COMPANY OF AMERICA
333 South Hope Street
Los Angeles, CA 90071
 
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
 
<TABLE>
<S>                            <C>
Expenses                         3
 ..................................   
Financial Highlights             4
 ..................................
Investment Policies and Risks    5
 ..................................
Securities and Investment            
  Techniques                     5
 ..................................
Multiple Portfolio Counselor 
  System                         6
 ..................................
Investment Results               8
 ..................................
Dividends, Distributions and 
  Taxes                          9
 ..................................
Fund Organization and 
  Management                    10
 ..................................
Shareholder Services            13
</TABLE>
- --------------------------------------------------------------------------------
 
The fund's investment objectives are long-term growth of capital and income.
The fund 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
fund. You should keep it on file for future reference.
 
YOU MAY LOSE MONEY BY INVESTING IN THE FUND. THE LIKELIHOOD OF LOSS IS GREATER
IF YOU INVEST FOR A SHORTER PERIOD OF TIME. YOUR INVESTMENT IN THE FUND IS NOT
A DEPOSIT OR OBLIGATION OF, OR INSURED OR GUARANTEED BY, ANY ENTITY OR PERSON
INCLUDING THE U.S. GOVERNMENT AND THE FEDERAL DEPOSIT INSURANCE CORPORATION.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 
04-010-0397
 
<PAGE>
 
================================================================================
 
EXPENSES
 
The effect of the expenses described below is reflected in the fund's share
price or return.
 
You may pay certain shareholder transaction expenses when you buy or sell
shares of the fund. Fund operating expenses are paid out of the fund's assets
and are factored into its share price.
 
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>                                                                     <C>
Maximum sales charge on purchases
(as a percentage of offering price)                                     5.75%
</TABLE>
 ................................................................................
 
SALES CHARGES ARE REDUCED OR ELIMINATED FOR LARGER PURCHASES. There is no sales
charge on reinvested dividends, and no deferred sales charge or redemption or
exchange fees. A contingent deferred sales charge of 1% applies on certain
redemptions made within 12 months following purchases without a sales charge.
 
FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
- --------------------------------------------------------------------------------
<S>                                                                    <C>
Management fees                                                         0.26%
 ................................................................................
12b-1 expenses                                                          0.21%/1/
 ................................................................................
Other expenses                                                          0.12%
 ................................................................................
Total fund operating expenses                                           0.59%
</TABLE>
 
/1/ 12b-1 expenses may not exceed 0.25% of the fund's average net assets
    annually. 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, Inc.
    
EXAMPLES
 
Assuming a hypothetical annual return of 5% and shareholder transaction and
operating expenses as described above, for every $1,000 you invested, you would
pay the following total expenses over the following periods:
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                     <C>
One year                                                                $ 63
 ................................................................................
Three years                                                             $ 75
 ................................................................................
Five years                                                              $ 89
 ................................................................................
Ten years                                                               $127
</TABLE>
 
THESE EXAMPLES ARE NOT MEANT TO REPRESENT YOUR ACTUAL INVESTMENT RESULTS OR
EXPENSES, WHICH MAY VARY. YOUR EXPENSES WILL BE LESS IF YOU QUALIFY TO PURCHASE
SHARES AT A REDUCED OR NO SALES CHARGE.
 
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                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS    3
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<PAGE>
 
================================================================================
 
FINANCIAL HIGHLIGHTS
 
The following information has been audited by Price Waterhouse llp, independent
accountants. This table should be read together with the financial statements
which are included in the statement of additional information and annual
report.
 
PER-SHARE DATA AND RATIOS
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31
                                                     ----------------------
                              1996     1995     1994     1993     1992     1991    1990    1989    1988    1987
- ----------------------------------------------------------------------------------------------------------------
 <S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>
 Net asset value,
 beginning of year          $21.61   $17.67   $18.72   $17.89   $17.48   $14.52  $15.24  $12.94  $12.61  $13.19
- ----------------------------------------------------------------------------------------------------------------
 INCOME FROM
 INVESTMENT
 OPERATIONS:
 Net investment
 income                        .49      .52      .51      .54      .49      .51     .57     .61     .51     .46
 ................................................................................................................
 Net realized and
 unrealized gain (loss)
 on investments               3.66     4.83     (.48)    1.51      .71     3.27    (.48)   3.13    1.14     .23
 ................................................................................................................
 Total from investment
 operations                   4.15     5.35      .03     2.05     1.20     3.78     .09    3.74    1.65     .69
- ----------------------------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Dividends from net
 investment
 income                       (.50)    (.50)    (.48)    (.47)    (.47)    (.44)   (.59)   (.59)   (.56)   (.52)
 ................................................................................................................
 Distributions from net
 realized gains              (1.03)    (.91)    (.60)    (.75)    (.32)    (.38)   (.22)   (.85)   (.76)   (.75)
 ................................................................................................................
 Total distributions         (1.53)   (1.41)   (1.08)   (1.22)    (.79)    (.82)   (.81)  (1.44)  (1.32)  (1.27)
 ................................................................................................................
 Net asset value,
 end of year                $24.23   $21.61   $17.67   $18.72   $17.89   $17.48  $14.52  $15.24  $12.94  $12.61
- ----------------------------------------------------------------------------------------------------------------
 Total return/1/            19.35%   30.63%     .16%   11.62%    6.99%   26.54%    .68%  29.41%  13.34%   5.44%
- ----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL
DATA:
 Net assets, end
 of year (in millions)     $30,875  $25,678  $19,280  $19,005  $15,428  $10,526  $5,923  $5,376  $4,119  $3,889
 ...............................................................................................................
 Ratio of expenses to
 average net assets           .59%     .60%     .60%     .59%     .58%     .59%    .55%    .52%    .48%    .42%
 ...............................................................................................................
 Ratio of net income to
 average net assets          2.17%    2.70%    2.83%    3.03%    3.06%    3.29%   3.95%   4.11%   3.78%   3.14%
 ...............................................................................................................
 Average
 commissions paid per
 share/2/                    5.79c    6.16c    5.11c    6.20c    7.43c    6.99c   5.88c   8.04c   8.24c   6.68c
 ...............................................................................................................
 Portfolio turnover
 rate
 --common stocks            17.46%   20.91%   17.94%   19.57%    7.23%    5.79%   7.48%  14.47%  10.39%  10.76%
 --investment securities    19.56%   20.37%   31.08%   17.57%    9.73%    6.21%  10.94%  18.22%  16.41%  11.47%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
 
/1/ Calculated without deducting a sales charge. The maximum sales charge is
    5.75% of the fund's offering price.
 
/2/ Brokerage commissions paid on portfolio transactions increase the cost of
    securities purchased or reduce the proceeds of securities sold, and are not
    reflected in the fund's statement of operations. Shares traded on a
    principal basis (without commissions) are excluded. Generally, non-U.S.
    commissions are lower that U.S. commissions when expressed as cents per
    share but higher when expressed as a percentage of transactions because of
    the lower per-share prices of many non-U.S. securities.
 
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4    THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
INVESTMENT POLICIES AND RISKS
 
The fund's investment objectives are long-term growth of capital and income.
 
The fund strives to accomplish these objectives through constant supervision,
careful selection and broad diversification. In the selection of securities for
investment, the possibilities of appreciation and potential dividends are given
more weight than current yield. The fund ordinarily invests principally in
common stocks. However, 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 Corporation or Moody's Investors Service, Inc.
or determined to be of equivalent quality by the fund's investment adviser,
Capital Research and Management Company), cash or cash equivalents (such as
commercial paper, commercial bank obligations, and securities of the U.S.
Government, it agencies or instrumentalities), U.S. Government securities,
private placement securities or nonconvertible preferred stocks. Additionally,
the fund may from time to time invest in common stocks and other securities
of issuers domiciled outside the U.S. MORE INFORMATION ON THE FUND'S
INVESTMENT POLICIES IS CONTAINED IN ITS STATEMENT OF ADDITIONAL INFORMATION.
 
 
The fund's investments are limited to securities included on its eligible list,
which consists of securities deemed suitable investment media in light of the
fund's investment objectives and policies. Securities 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 fund's fundamental investment restrictions (described in the statement of
additional information) and objectives may not be changed without shareholder
approval. All other investment practices may be changed by the fund's board of
directors.
 
ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVES CANNOT, OF COURSE, BE ASSURED
DUE TO THE RISK OF CAPITAL LOSS FROM FLUCTUATING PRICES INHERENT IN ANY
INVESTMENT IN SECURITIES.
- --------------------------------------------------------------------------------
SECURITIES AND INVESTMENT TECHNIQUES
 
EQUITY SECURITIES
 
Equity securities represent an ownership position in a company. These
securities may include common stocks, preferred stocks, and securities with
equity conversion or purchase rights. The prices of equity securities fluctuate
based on changes in the financial condition of their issuers and on market and
economic conditions. The fund's results will be related to the overall market 
for these securities.
 
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                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS    5
- --------------------------------------------------------------------------------
 
                                       
 
<PAGE>
 
=============================================================================== 
 
DEBT SECURITIES
 
Bonds and other debt securities are used by issuers to borrow money. Issuers
pay investors interest and generally must repay the amount borrowed at
maturity. Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. The prices of
debt securities fluctuate depending on such factors as interest rates, credit
quality and maturity. In general their prices decline when interest rates rise
and vice versa.
 
INVESTING IN VARIOUS COUNTRIES
 
The fund may invest up to 10% of its assets in securities of issuers that are
domiciled outside the U.S. and not included in the Standard & Poor's Composite
Index (a broad measure of the U.S. stock market). Investing outside the U.S.
can involve special risks, particularly in certain developing countries, caused
by, among other things, fluctuating currency values; different accounting,
auditing, and financial reporting regulations and practices in some countries;
changing local and regional economic, political and social conditions; greater
market volatility; differing securities market structures; and various
administrative difficulties such as delays in clearing and settling portfolio
transactions or in receiving payment of dividends. However, in the opinion of
Capital Research and Management Company, investing outside the U.S. also can
reduce certain portfolio risks due to greater diversification opportunities.
 
Additional costs could be incurred in connection with the fund's investment
activities outside the U.S. The fund can purchase and sell currencies to
facilitate transactions in securities denominated in currencies other than the
U.S. dollar. Brokerage commissions may be higher outside the U.S., and the fund
will bear certain expenses in connection with its currency transactions.
Furthermore, increased custodian costs may be associated with the maintenance
of assets in certain jurisdictions.
 
- --------------------------------------------------------------------------------
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
 
The basic investment philosophy of Capital Research and Management Company is
to seek fundamental values at reasonable prices, using a system of multiple
portfolio counselors in managing mutual fund assets. Under this system the
portfolio of the fund is divided into segments which are managed by individual
counselors. Counselors decide how their respective segments will be invested
(within the limits provided by the fund'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 fund's portfolio.
The primary individual portfolio counselors for the fund are listed on the
following page.
 
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6    THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS    
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
<TABLE>
<CAPTION>
                                                         YEARS OF EXPERIENCE
                                                                 AS
                                                             INVESTMENT
                                                            PROFESSIONAL
                                                            (APPROXIMATE)
                                                         ......................
 
                                           YEARS OF
                                          EXPERIENCE
                                         AS PORTFOLIO
                                          COUNSELOR
                                        (AND RESEARCH
                                       PROFESSIONAL IF  WITH CAPITAL
                                       APPLICABLE) FOR  RESEARCH AND
                                        THE INVESTMENT   MANAGEMENT
PORTFOLIO COUNSELORS                      COMPANY OF     COMPANY OR
 FOR THE INVESTMENT                        AMERICA          ITS       TOTAL
 COMPANY OF AMERICA   PRIMARY TITLE(S)  (APPROXIMATE)    AFFILIATES   YEARS
- -------------------------------------------------------------------------------
<S>                   <C>              <C>              <C>          <C>
JON B.                Chairman of the  39 years (plus    45 years    45 years
LOVELACE, JR.         Board of the     5 years as a     
                      Fund. Vice       research
                      Chairman of the  professional
                      Board of         prior to
                      Directors,       becoming a
                      Capital          portfolio
                      Research and     counselor for
                      Management       the fund)
                      Company
- -------------------------------------------------------------------------------
WILLIAM C.            President and    35 years          38 years    44 years
NEWTON                Director of the                   
                      Fund. Senior
                      Partner, The
                      Capital Group
                      Partners L.P.*
- -------------------------------------------------------------------------------
WILLIAM R.            Senior Vice      25 years          27 years    34 years
GRIMSLEY              President of                      
                      the Fund.
                      Senior Vice
                      President and
                      Director,
                      Capital
                      Research and
                      Management
                      Company
- -------------------------------------------------------------------------------
R. MICHAEL            Senior Vice      6 years (plus     32 years    32 years
SHANAHAN              President of     13 years as an   
                      the Fund.        investment
                      Chairman of the  professional
                      Board and        prior to
                      Principal        becoming a
                      Executive        portfolio
                      Officer,         counselor for
                      Capital          the fund)
                      Research and
                      Management
                      Company
- -------------------------------------------------------------------------------
GREGG E.              Vice President   5 years (plus     24 years    24 years
IRELAND               of the Fund.     10 years as a    
                      Vice President,  research
                      Capital          professional
                      Research and     prior to
                      Management       becoming a
                      Company          portfolio
                                       counselor for
                                       the fund)
- -------------------------------------------------------------------------------
JAMES B.              Vice President   5 years (plus 4   15 years    15 years
LOVELACE              of the Fund.     years as a       
                      Vice President,  research
                      Capital          professional
                      Research and     prior to
                      Management       becoming a
                      Company          portfolio
                                       counselor for
                                       the fund)
- -------------------------------------------------------------------------------
DONALD D.             Vice President   5 years (plus 4   12 years    12 years
O'NEAL                of the Fund.     years as a       
                      Vice President,  research
                      Capital          professional
                      Research and     prior to
                      Management       becoming a
                      Company          portfolio
                                       counselor for
                                       the fund)
- -------------------------------------------------------------------------------
DINA N.               Vice President,  3 years (plus 2   5 years     30 years
PERRY                 Capital          years as a
                      Research and     research
                      Management       professional
                      Company          prior to
                                       becoming a
                                       portfolio
                                       counselor for
                                       the fund)
- -------------------------------------------------------------------------------
JAMES F.              President and    3 years (plus 9   27 years    27 years
ROTHENBERG            Director,        years as a       
                      Capital          research
                      Research and     professional
                      Management       prior to
                      Company          becoming a
                                       portfolio
                                       counselor for
                                       the fund)
- -------------------------------------------------------------------------------
</TABLE>
 
*Company affiliated with Capital Research and Management Company.
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS    7
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
INVESTMENT RESULTS
 
The fund may from time to time compare investment results to various indices or
other mutual funds. Fund results may be calculated on a total return, yield
and/or distribution rate basis. Results calculated without a sales charge will
be higher.
 
X TOTAL RETURN is the change in value of an investment in the fund over a given
  period, assuming reinvestment of any dividends and capital gain
  distributions.
 
X YIELD is computed by dividing the net investment income per share earned by
  the fund over a given period of time by the maximum offering price per share
  on the last day of the period, according to a formula mandated by the
  Securities and Exchange Commission. A yield calculated using this formula may
  be different than the income actually paid to shareholders.
 
X DISTRIBUTION RATE reflects dividends that were paid by the fund. The
  distribution rate is calculated by dividing the dividends paid over the last
  12 months by the sum of the month-end price and the capital gain
  distributions paid over the last 12 months.
 
                               INVESTMENT RESULTS
                     (FOR PERIODS ENDED DECEMBER 31, 1996)
 
<TABLE>
<CAPTION>
AVERAGE
ANNUAL                    THE FUND          THE FUND AT
TOTAL                      AT NET             MAXIMUM
RETURNS:                ASSET VALUE/1/   SALES CHARGE/1/,/2/    S&P 500/3/
- --------------------------------------------------------------------------------
<S>                    <C>               <C>                    <C>
One year                  19.35%              12.48%              22.90%
 ................................................................................
Five years                13.27%              11.93%              15.18%
 ................................................................................
Ten years                 13.90%              13.23%              15.26%
 ................................................................................
Lifetime/4/               13.30%              13.19%              11.79%
</TABLE>
- --------------------------------------------------------------------------------
Yield/1/,/2/: 1.90%
Distribution Rate/2/: 1.87%
 
/1/ These fund results were calculated according to a standard that is required
    for all stock and bond funds.
/2/ The maximum sales charge has been deducted.
/3/ The Standard & Poor's 500 Index represents stocks. This index is unmanaged
    and does not reflect sales charges, commissions or expenses.
/4/ The fund began investment operations January 1, 1934.
 
- --------------------------------------------------------------------------------
8    THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
                                       
 
<PAGE>
 
================================================================================
 
Here are the fund's annual total returns calculated without a sales charge.
This information is being supplied on a calendar year basis.
 
[chart]
Year       %
1987     5.44
1988    13.34
1989    29.41
1990     0.68
1991    26.54
1992     6.99
1993    11.62
1994     0.16
1995    30.63
1996    19.35
[end chart]
 
Past results are not an indication of future results.
 
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund usually pays dividends four times a year (in March, June, September
and December). Capital gains, if any, are also usually distributed in December.
When a dividend or capital gain is distributed, the net asset value per share
is reduced by the amount of the payment.
 
FEDERAL TAXES
 
In any fiscal year in which the fund qualifies as a regulated investment
company and distributes to shareholders all of its net investment income and
net capital gains, the fund itself is relieved of federal income tax.
 
Generally, all dividends and capital gains are taxable whether they are
reinvested or received in cash -- unless you are exempt from taxation or
entitled to tax deferral. Early each year, you will be notified as to the
amount and federal tax status of all income distributions paid during the prior
year. Such distributions may also be subject to state or local taxes. The tax
treatment of redemptions from a retirement plan account may differ from
redemptions from an ordinary shareholder account.
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS    9
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
YOU MUST PROVIDE THE FUND WITH A CERTIFIED CORRECT TAXPAYER IDENTIFICATION
NUMBER (GENERALLY YOUR SOCIAL SECURITY NUMBER) AND CERTIFY THAT YOU ARE NOT
SUBJECT TO BACKUP WITHHOLDING. IF YOU FAIL TO DO SO THE IRS CAN REQUIRE THE
FUND TO WITHHOLD 31% OF YOUR TAXABLE DISTRIBUTIONS AND REDEMPTIONS. Federal law
also requires the fund to withhold 30% or the applicable tax treaty rate from
dividends paid to certain nonresident alien, non-U.S. partnership and non-U.S.
corporation shareholder accounts.
 
This is a brief summary of some of the tax laws that affect your investment in
the fund. Please see the statement of additional information and your tax
adviser for further information.
- --------------------------------------------------------------------------------
 
FUND ORGANIZATION AND MANAGEMENT
 
FUND ORGANIZATION AND VOTING RIGHTS
 
The fund, an open-end, diversified management investment company, was organized
as a Delaware corporation in 1933. All fund operations are supervised by the
fund's board of directors who meet periodically and perform duties required by
applicable state and federal laws. Members of the board who are not employed by
Capital Research and Management Company or its affiliates are paid certain fees
for services rendered to the fund as described in the statement of additional
information. They may elect to defer all or a portion of these fees through a
deferred compensation plan in effect for the fund. Shareholders have one vote
per share owned. At the request of the holders of at least 10% of the shares,
the fund will hold a meeting at which any member of the board could be removed
by a majority vote.
 
THE INVESTMENT ADVISER
 
Capital Research and Management Company, a large and experienced investment
management organization founded in 1931, is the investment adviser to the fund
and other funds, including those in The American Funds Group. Capital Research
and Management Company, a wholly owned subsidiary of The Capital Group
Companies, Inc., is headquartered at 333 South Hope Street, Los Angeles, CA
90071. Capital Research and Management Company manages the investment portfolio
and business affairs of the fund. The management fee paid by the fund to
Capital Research and Management Company may not exceed 0.39% of the fund's
average net assets annually and declines at certain asset levels. The total
management fee paid by the fund, as a percentage of average net assets, for the
previous fiscal year is discussed earlier under "Expenses."
 
- --------------------------------------------------------------------------------
10   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<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 May 9, 1994 report issued by the Investment Company
Institute's Advisory Group on Personal Investing. This policy has also been
incorporated into the fund's "code of ethics."
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the board and the expenses paid under the
Plan were incurred within the preceding 12 months and accrued while the Plan is
in effect. The 12b-1 fee paid by the fund, as a percentage of average net
assets, for the previous fiscal year is discussed earlier under "Expenses."
 
PORTFOLIO TRANSACTIONS
 
Orders for the fund's portfolio securities transactions are placed by Capital
Research and Management Company, which strives to obtain the best available
prices, taking into account the costs and quality of executions. Fixed-income
securities are generally traded on a "net" basis with a dealer acting as
principal for its own account without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are usually purchased at a fixed price which includes an
amount of compensation to the dealer, generally referred to as a concession or
discount. On occasion, securities may be purchased directly from an issuer, in
which case no commissions or discounts are paid. In the over-the-counter
market, purchases and sales are transacted directly with principal market-
makers except in those circumstances where it appears better prices and
executions are available elsewhere.
 
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 who
have sold shares of the fund or have provided investment research, statistical,
and other related services for the benefit of the fund and/or other funds
served by Capital Research and Management Company.
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   11
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
 
American Funds Distributors, Inc. and American Funds Service Company serve as
the principal underwriter and transfer agent for the fund, respectively. They
are headquartered at 333 South Hope Street, Los Angeles, CA 90071 and 135 South
State College Boulevard, Brea, CA 92821, respectively.
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
 
 
                [MAP OF UNITED STATES OF AMERICA APPEARS HERE]
 
 
 
 
 
- --------------------------------------------------------------------------------
12   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
SHAREHOLDER SERVICES
 
The fund offers you a valuable array of services you can use to alter your
investment program as your needs and circumstances change. These services,
which are summarized below, are available only in states where they may be
legally offered and may be terminated or modified at any time upon 60 days'
written notice. A COMPLETE DESCRIPTION OF SHAREHOLDER SERVICES AND ACCOUNT
POLICIES IS CONTAINED IN THE FUND'S STATEMENT OF ADDITIONAL INFORMATION. In
addition, an easy-to-read guide to owning a fund in The American Funds Group
titled "Welcome to the Family" is sent to new shareholders and is available by
writing or calling American Funds Service Company.
 
THE SERVICES DESCRIBED MAY NOT BE AVAILABLE THROUGH SOME RETIREMENT PLANS OR
ACCOUNTS HELD BY INVESTMENT DEALERS. IF YOU ARE INVESTING IN SUCH A MANNER, 
YOU SHOULD CONTACT YOUR PLAN ADMINISTRATOR/TRUSTEE OR DEALER ABOUT WHAT
SERVICES ARE AVAILABLE AND WITH QUESTIONS ABOUT YOUR ACCOUNT. 
- --------------------------------------------------------------------------------
PURCHASING SHARES
 
HOW TO PURCHASE SHARES
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may add to your account through your
dealer or directly through American Funds Service Company by mail, wire, or
bank debit. You may also establish or add to your account by exchanging shares
from any of your other accounts in The American Funds Group. The fund and
American Funds Distributors reserve the right to reject any purchase order.
 
Various purchase options are available as described below subject to certain
investment minimums and limitations described in the statement of additional
information and "Welcome to the Family."
 
X Automatic Investment Plan
 
  You may invest monthly or quarterly through automatic withdrawals from your
  bank account.
 
X Automatic Reinvestment
 
  You may reinvest your dividends and capital gain distributions into the fund
  (with no sales charge). This will be done automatically unless you elect to
  have the dividends and/or capital gain distributions paid to you in cash.
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   13
- --------------------------------------------------------------------------------
 
<PAGE>
 
===============================================================================
 
X Cross-Reinvestment
 
  You may invest your dividends and capital gain distributions into any other
  fund in The American Funds Group.
 
X Exchange Privilege
 
  You may exchange your shares into other funds in The American Funds Group
  generally with no sales charge. Exchanges of shares from the money market
  funds that were initially purchased with no sales charge will generally be
  subject to the appropriate sales charge. You may also elect to automatically
  exchange shares among any of the funds in The American Funds Group. Exchange
  requests may be made in writing, by telephone including American
  FundsLine(R) (see below) or by fax. EXCHANGES HAVE THE SAME TAX CONSEQUENCES
  AS ORDINARY SALES AND PURCHASES.
 
X Retirement Plans
 
  You may invest in the fund through various retirement plans. For further
  information contact your investment dealer or American Funds Distributors.
 
SHARE PRICE
 
The fund's share price, also called net asset value, is determined as of the
close of trading (normally 4:00 p.m., Eastern time) every day the New York
Stock Exchange is open. The fund calculates its net asset value per share,
generally using market prices, by dividing the total value of its assets after
subtracting liabilities by the number of its shares outstanding. Shares are
purchased at the offering price next determined after your investment is
received and accepted by American Funds Service Company. The offering price is
the net asset value plus a sales charge, if applicable.
 
SHARE CERTIFICATES
 
Shares are credited to your account and certificates are not issued unless you
request them by writing to American Funds Service Company.
 
INVESTMENT MINIMUMS
<TABLE>
- --------------------------------------------------------------
<S>                                                       <C>
To establish an account                                   $250
 For a retirement plan account                            $250
 For a retirement plan account through payroll deduction  $ 25
To add to an account                                      $ 50
 For a retirement plan account                            $ 25
</TABLE>
 
- --------------------------------------------------------------------------------
14   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
SALES CHARGES
 
A sales charge may apply, as described below, when purchasing shares. Sales
charges may be reduced for larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                         SALES CHARGE AS A
                                           PERCENTAGE OF
                                       .....................         DEALER
                                                      NET         CONCESSION AS
                                       OFFERING      AMOUNT       % OF OFFERING
INVESTMENT                              PRICE       INVESTED          PRICE
- --------------------------------------------------------------------------------
<S>                                    <C>         <C>            <C>
Less than $50,000                        5.75%       6.10%           5.00%
 ................................................................................
$50,000 but less than $100,000           4.50%       4.71%           3.75%
 ................................................................................
$100,000 but less than $250,000          3.50%       3.63%           2.75%
 ................................................................................
$250,000 but less than $500,000          2.50%       2.56%           2.00%
 ................................................................................
$500,000 but less than $1 million        2.00%       2.04%           1.60%
 ................................................................................
$1 million or more and certain
other investments described below        see below   see below       see below
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGES
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 200 or more eligible employees are sold
with no initial sales charge. A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS MADE WITHIN ONE YEAR OF PURCHASE BY THESE
ACCOUNTS. A dealer concession of up to 1% may be paid by the fund from its Plan
of Distribution on these investments. Investments by retirement plans,
foundations or endowments with $50 million or more in assets may be made with
no sales charge and are not subject to a contingent deferred sales charge. A
dealer concession of up to 1% may be paid by American Funds Distributors on
these investments. Investments by certain individuals and entities including
employees and other associated persons of dealers authorized to sell shares of
the fund and Capital Research and Management Company and its affiliated
companies are not subject to a sales charge.
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   15
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
ADDITIONAL DEALER COMPENSATION
 
In addition to the concessions listed, up to 0.25% of average net assets is
paid annually to qualified dealers for providing certain services pursuant to
the fund's Plan of Distribution. During 1997, American Funds Distributors will
also provide additional compensation to the top one hundred dealers who have
sold shares of funds in The American Funds Group based on the pro rata share of
a qualifying dealer's sales.
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your costs. You
must let your investment dealer or American Funds Service Company know if you
qualify for a reduction in your sales charge using one or any combination of
the methods described below.
 
X Aggregation
 
  Investments that may be aggregated include those made by you, your spouse
  and your children under the age of 21, if all parties are purchasing shares
  for their own account(s), including any business account solely "controlled
  by," as well as any retirement plan or trust account solely for the benefit
  of, these individuals. Investments made for multiple employee benefit plans
  of a single employer or "affiliated" employers may be aggregated provided
  they are not also aggregated with individual accounts. Finally, investments
  made by a common trust fund or other diversified pooled account not
  specifically formed for the purpose of accumulating fund shares may be
  aggregated.
 
  Purchases made for nominee or street name accounts will generally not be
  aggregated with those made for other accounts unless qualified as described
  above.
 
X Concurrent Purchases
 
  You may combine concurrent purchases of two or more funds in The American
  Funds Group, except direct purchases of the money market funds. Shares of
  the money market funds purchased through an exchange, reinvestment or cross-
  reinvestment from a fund having a sales charge do qualify.
 
X Right of Accumulation
 
  You may take into account the current value of your existing holdings in The
  American Funds Group to determine your sales charge. Direct purchases of the
  money market funds are excluded.
 
- --------------------------------------------------------------------------------
16   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
X Statement of Intention
 
  You may enter into a non-binding commitment to invest a certain amount
  (which, at your request, may include purchases made during the previous 90
  days) in non-money market fund shares over a 13-month period. A portion of
  your account may be held in escrow to cover additional sales charges which
  may be due if your total investments over the statement period are
  insufficient to qualify for the applicable sales charge reduction.
 
- --------------------------------------------------------------------------------
 
SELLING SHARES
 
HOW TO SELL SHARES
 
You may sell (redeem) shares in your account by contacting your investment
dealer or American Funds Service Company. You may also use American
FundsLine(R) (see below). In addition, you may sell shares in amounts of $50 or
more automatically. If you sell shares through your investment dealer you may
be charged for this service. Shares held for you in your dealer's street name
must be sold through the dealer.
 
Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company. Sale requests may be
made in writing, by telephone, including American FundsLine(R) (see below), or
by fax. Sales by telephone or fax are limited to $10,000 in accounts registered
to individual(s) (including non-retirement trust accounts). In addition, checks
must be made payable to the registered shareholder(s) and mailed to an address
of record that has been used with the account for at least 10 days. Proceeds
will not be mailed until sufficient time has passed to provide reasonable
assurance that checks or drafts (including certified or cashier's checks) for
shares purchased have cleared (which may take up to 15 calendar days from the
purchase date). Except for delays relating to clearance of checks for share
purchases or in extraordinary circumstances (and as permissible under the
Investment Company Act of 1940), sale proceeds will be paid on or before the
seventh day following receipt and acceptance of an order. The fund may, with 60
days' written notice, close your account if due to a sale of shares the account
has a value of less than the minimum required initial investment.
 
Generally, written requests to sell shares must be signed by you and must
include any shares you wish to sell that are in certificate form. Your
signature must be guaranteed by a 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. A
signature guarantee is not currently required for any sale of $50,000 or less
provided the check is made
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   17
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
payable to the registered shareholder(s) and is mailed to the address of record
on the account, and provided the address has been used with the account for at
least 10 days. Additional documentation may be required for sales of shares
held in corporate, partnership or fiduciary accounts.
 
You may reinvest proceeds from a redemption or a dividend or capital gain
distribution without a sales charge in any fund in The American Fund Group
within 90 days after the date of the redemption or distribution. Reinvestment
will be at the next calculated net asset value after receipt and acceptance by
American Funds Service Company.
 
- --------------------------------------------------------------------------------
 
OTHER IMPORTANT THINGS TO REMEMBER
 
AMERICAN FUNDSLINE(R)
 
You may check your share balance, the price of your shares, or your most recent
account transactions, sell 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.
 
TELEPHONE PURCHASES, SALES AND EXCHANGES
 
Unless you opt out of the telephone (including American FundsLine(R)) or fax
purchase, sale and/or exchange options (see below), you agree to hold the fund,
American Funds Service Company, any of its affiliates or mutual funds managed
by such affiliates, and each of their respective directors, trustees, officers,
employees and agents harmless from any losses, expenses, costs or liability
(including attorney fees) which may be incurred in connection with the exercise
of these privileges provided American Funds Service Company employs reasonable
procedures to confirm that the instructions received from any person with
appropriate account information are genuine. If reasonable procedures are not
employed, the fund may be liable for losses due to unauthorized or fraudulent
instructions.
 
Generally, all shareholders are automatically eligible to use these options.
However, you may elect to opt out of these options by writing American Funds
Service Company. (You may also reinstate them at any time by writing to
American Funds Service Company.)
 
ACCOUNT STATEMENTS
 
You will receive regular confirmation statements reflecting transactions in
your account. Purchases through automatic investment plans and certain
retirement plans will be confirmed at least quarterly.
 
- --------------------------------------------------------------------------------
18   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
 
<PAGE>
 
================================================================================
 
NOTES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   19
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
 
 
NOTES
 
 
 
 
 
 
 
 
 
 
 
 
- --------------------------------------------------------------------------------
20   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
 
 
NOTES
 
 
 
 
 
 
 
 
 
 
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   21
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
 
 
NOTES
 
 
 
 
 
 
 
 
 
- --------------------------------------------------------------------------------
22   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
 
 
NOTES
 
 
 
 
 
 
 
 
 
- --------------------------------------------------------------------------------
                             THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS   23
- --------------------------------------------------------------------------------
 
<PAGE>
 
================================================================================
 
<TABLE>
<CAPTION>
FOR SHAREHOLDER     FOR DEALER         FOR 24-HOUR
SERVICES            SERVICES           INFORMATION
<S>                 <C>                <C>          <C>
American Funds      American Funds     American     American Funds
Service Company     Distributors       FundsLine(R) Internet Web site
800/421-0180 ext.1 800/421-9900 ext.11 800/325-3590 http://www.americanfunds.com
</TABLE>
 
 Telephone conversations may be recorded or monitored for
 verification, recordkeeping and quality assurance purposes.
 
 ------------------------------------------------------------
 
 OTHER FUND INFORMATION
 
 ANNUAL/SEMI-ANNUAL              STATEMENT OF ADDITIONAL
 REPORT TO SHAREHOLDERS          INFORMATION (SAI)
 
 Includes financial              Contains more detailed
 statements, detailed            information on all aspects
 performance information,        of the fund, including the
 portfolio holdings, a           fund's financial statements.
 statement from portfolio
 management and the              A current SAI has been filed    
 independent accountants'        with the Securities and        
 report.                         Exchange Commission ("SEC).
                                 It is incorporated by
                                 reference into this prospectus
                                 and is available along with
                                 other related materials on the
                                 SEC's Internet Web site at
                                 http://www.sec.gov.
 CODE OF ETHICS                  
                                 
 Includes a description of
 the fund's personal
 investing policy.
 
 To request a free copy of any of the documents above:
 
 Call American Funds   or        Write to the Secretary of
 Service Company                 the fund 
 800/421-0180 ext. 1             333 South Hope Street
                                 Los Angeles, CA 90071
 
This prospectus has been printed on recycled paper.
 
                                              [LOGO OF 
                                               RECYCLE 
                                               PAPER]
 
- --------------------------------------------------------------------------------
24   THE INVESTMENT COMPANY OF AMERICA / PROSPECTUS
- --------------------------------------------------------------------------------
 
 
 
 
THE FUND PROVIDES SPANISH TRANSLATIONS IN CONNECTION WITH THE PUBLIC OFFERING
AND SALE OF ITS SHARES.  THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH
TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
 
/s/ Vincent P. Corti
Vincent P. Corti
Secretary
<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)] 
 
 
 
March 1, 1997
 
                       THE INVESTMENT COMPANY OF AMERICA
 
                             333 South Hope Street
                             Los Angeles, CA 90071
 
 
The fund's investment objectives are long-term growth of capital and income.
The fund 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 fund offered without a sales
charge through eligible retirement plans. For a prospectus regarding shares of
the fund to be acquired otherwise, contact the Secretary of the fund at the
address indicated above.
 
This prospectus presents information you should know before investing in the
fund. It should be retained for future reference.
 
More detailed information about the fund, including the fund's financial
statements, is contained in the statement of additional information dated
March 1, 1997, which is incorporated by reference and has been filed with
the Securities and Exchange Commission. The statement of additional
information is available to you without charge, by writing to the Secretary
of the fund at the above address or calling American Funds Service 
Company.
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED OR
GUARANTEED BY, THE U.S. GOVERNMENT, ANY FINANCIAL INSTITUTION, THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, ENTITY OR PERSON. THE
PURCHASE OF FUND SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
 
04-010-0397
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
            SUMMARY    This table is designed to help you understand costs of
        OF EXPENSES    investing in the fund. These are historical expenses;
                       your actual expenses may vary.
 
     Average annual    SHAREHOLDER TRANSACTION EXPENSES
 expenses paid over    Certain retirement plans may purchase shares of the
   a 10-year period    fund with no sales charge./1/ The fund also has no
           would be    sales charge on reinvested dividends, redemption fees
   approximately $7    or exchange fees.
 per year, assuming
           a $1,000    ANNUAL FUND OPERATING EXPENSES (as a percentage of 
   investment and a    average net assets)                               
   5% annual return                                                     
      with no sales
            charge.
 
 
<TABLE>               
              <S>                                                      <C>
              Management fees......................................... 0.26%
              12b-1 expenses.......................................... 0.21%/2/
              Other expenses (including audit, legal, shareholder
               services, transfer agent and custodian expenses)....... 0.12%
              Total company operating expenses........................ 0.59%
</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               $6     $19     $33     $74
              a 5% annual return./3/
</TABLE>
 
              /1/ Retirement plans of organizations with $100 million or more in
                  collective retirement plan assets may purchase shares of the
                  fund with no sales charge. In addition, any employer-sponsored
                  403(b) plan or defined contribution plan qualified under
                  Section 401(a) of the Internal Revenue Code including a
                  "401(k)" plan with 200 or more eligible employees or any other
                  plan that invests at least $1 million in shares of the fund
                  (or in combination with shares of other funds in The American
                  Funds Group other than the money market funds) may purchase
                  shares at net asset value; however, a contingent deferred
                  sales charge of 1% applies on certain redemptions made 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 "Fund Organization and Management--
                  Plan of Distribution.") Due to these distribution expenses,
                  long-term shareholders may pay more than the economic
                  equivalent of the maximum front-end sales charge permitted by
                  the National Association of Securities Dealers.
                  
              /3/ Use of this assumed 5% return is required by the Securities
                  and Exchange Commission; it is not an illustration of past or
                  future investment results. THIS EXAMPLE SHOULD NOT BE
                  CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL
                  EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. 
 
            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     
  Fund Organization and Management..........    8     
  Purchasing Shares.........................    9     
  Shareholder Services......................   11     
  Redeeming Shares..........................   11     
</TABLE>                    
                            
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
                            -----------------------------------------------------------------------------------
                            1996      1995     1994     1993     1992     1991     1990    1989    1988    1987
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
  <S>                       <C>      <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>    
  Net Asset Value,
   Beginning of Year......  $ 21.61  $17.67  $ 18.72  $ 17.89  $ 17.48  $ 14.52  $15.24  $12.94  $12.61  $13.19  
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
   INCOME FROM INVESTMENT
    OPERATIONS:
  Net investment income...      .49      .52      .51      .54      .49      .51     .57     .61     .51     .46 
  Net realized and
   unrealized gain (loss)
   on investments.........     3.66     4.83     (.48)    1.51      .71     3.27    (.48)   3.13    1.14     .23
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Total from Investment
     Operations...........     4.15     5.35      .03     2.05     1.20     3.78     .09    3.74    1.65     .69
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
   LESS DISTRIBUTIONS:
   Dividends from net in-
    vestment
    income................     (.50)    (.50)    (.48)    (.47)    (.47)    (.44)   (.59)   (.59)   (.56)   (.52)
   Distributions from net
    realized gains........     (1.03)   (.91)    (.60)    (.75)    (.32)    (.38)   (.22)   (.85)   (.76)   (.75)
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Total Distributions...    (1.53)   (1.41)   (1.08)   (1.22)    (.79)    (.82)   (.81)  (1.44)  (1.32)  (1.27)
                            -------  -------  -------  -------  -------  ------  ------  ------  ------  ------
    Net Asset Value, End
     of Year..............  $ 24.23    $21.61  $ 17.67  $ 18.72  $ 17.89  $ 17.48  $14.52  $15.24  $12.94  $12.61
                            =======  =======  =======  =======  =======  ======  ======  ======  ======  ======
   Total Return/1/........    19.35%   30.63%     .16%   11.62%    6.99%   26.54%    .68%  29.41%  13.34%   5.44%
  RATIOS/SUPPLEMENTAL DA-
   TA:
   Net Assets, End of Year
    (in millions).........  $30,875   $25,678  $19,280  $19,005  $15,428  $10,526  $5,923  $5,376  $4,119  $3,889
   Ratios of Expenses to
    Average Net
    Assets................      .59%     .60%     .60%     .59%     .58%     .59%    .55%    .52%    .48%    .42%
   Ratio of Net Income to
    Average Net Assets....     2.17%    2.70%    2.83%    3.03%    3.06%    3.29%   3.95%   4.11%   3.78%   3.14%
   Average
    commissions paid
    per share /2/   5.79cents  6.16cents 5.11cents 6.20cents 7.43cents 6.99cents 5.88cents 8.04cents 8.24cents 6.68cents
  Portfolio Turnover Rate
     --common stocks......    17.46%   20.91%   17.94%   19.57%    7.23%    5.79%   7.48%  14.47%  10.39%  10.76%
     --investment securi-
    ties..................    19.56%   20.37%   31.08%   17.57%    9.73%    6.21%  10.94%  18.22%  16.41%  11.47%
</TABLE>
 
 --------
 
 /1/ Calculated with no sales charge. The maximum sales charge is 5.75% of
     the fund's offering price.
 /2/ Brokerage commissions paid on portfolio transactions increase the
     cost of securities purchased or reduce the proceeds of securities
     sold, and are not reflected in the fund's statement of operations.
     Shares traded on a principal basis (without commissions) are excluded.
     Generally, non-U.S. commissions are lower that U.S. commissions when
     expressed as cents per share but higher when expressed as a percentage
     of transactions because of the lower per-share prices of many non-U.S.
     securities.
 
         INVESTMENT    The fund's investment objectives are long-term growth
         OBJECTIVES    of capital and income. The fund strives to accomplish
       AND POLICIES    these objectives through constant supervision, careful
                       selection and broad diversification. In the selection
   The fund aims to    of securities for investment, the possibilities of
   provide you with    appreciation and potential dividends are given more
   long-term growth    weight than current yield. The fund ordinarily invests
     of capital and    principally in common stocks. However, assets may also
            income.    be held in securities convertible into common stocks,
                       straight debt securities (rated in the top three
                       quality categories by Standard & Poor's Corporation or
                       Moody's Investors Service, Inc. or determined to be of
                       equivalent quality by Capital Research and Management
                       Company), cash
 
                                                                              3
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       or cash equivalents (such as commercial paper,
                       commercial bank obligations, and securities of the U.S.
                       Government, its agencies or instrumentalities), U.S.
                       Government securities, or nonconvertible preferred
                       stocks. (See the statement of additional information 
                       for a description of cash equivalents.)
 
                       Additionally, the fund may from time to time invest in
                       common stocks and other securities of issuers domiciled
                       outside the U.S. (See "Investment Techniques--Investing
                       in Various Countries.")
 
                       The fund's fundamental investments are limited to 
                       securities included on its eligible list, which 
                       consists of securities deemed suitable investment media
                       in light of the fund's investment objectives and
                       policies. Securities 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 fund's investment restrictions (which are described
                       in the statement of additional information) and objec-
                       tives cannot be changed without shareholder approval.
                       All other investment practices may be changed by the
                       fund's board.
 
                       ACHIEVEMENT OF THE FUND'S INVESTMENT OBJECTIVES CANNOT,
                       OF COURSE, BE ASSURED DUE TO THE RISK OF CAPITAL LOSS
                       FROM FLUCTUATING PRICES INHERENT IN ANY INVESTMENT IN
                       SECURITIES.
 
         INVESTMENT    RISKS OF INVESTING Because the fund invests in stocks,
         TECHNIQUES    it is subject to market risks, including, for example,
                       the possibility that stock prices in general may de-
       Investing in    cline over short or even extended periods. The fund may
    stocks involves    also invest in fixed-income securities, including
     certain risks.    bonds, which have market values which tend to vary in-
                       versely with the level of interest rates--when interest
                       rates rise, their values will tend to decline and vice
                       versa. Although under normal market conditions longer
                       term securities yield more than shorter term securities
                       of similar quality, they are subject to greater price
                       fluctuations. These fluctuations in the value of the
                       investments will be reflected in the fund's net asset
                       value per share.
 
                       INVESTING IN VARIOUS COUNTRIES The fund may invest up
                       to 10% of its assets in securities of issuers that are
                       not included in the Standard & Poor's 500 Composite
                       Index (a broad measure of the U.S. stock market) and
                       that are domiciled outside the U.S. Of course, 
                       investing internationally involves special risks,
                       particularly in certain developing countries caused
                       by, among other things: fluctuating currency values;
                       different accounting, auditing, and financial
                       reporting regulations and practices in some countries;
                       changing local and regional economic, political, and 
                       social conditions; differing securities market
                       structures; and occasional administrative difficulties
                       such as delays in clearing and settling portfolio
                       transactions or in receiving payment of dividends.
 
4
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       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 fund's investment activities outside the U.S.
                       Brokerage commissions are generally higher outside the
                       U.S., and the fund will bear certain expenses in
                       connection with its currency transactions. The fund 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.
 
                       U.S. PRIVATE PLACEMENTS Private placements may be either
                       purchased from another institutional investor that 
                       originally acquired the securities in a private 
                       placement or directly from the issuers of the securities.
                       Generally, securities acquired in such private placements
                       are subject to contractual restrictions on resale and may
                       not be resold except pursuant to a registration statement
                       under the Securities Act of 1933 or in reliance upon an
                       exemption from the registration requirements under the 
                       Act (for example, private placements sold pursuant to 
                       Rule 144A). Accordingly, all such private placements will
                       be considered illiquid unless they have been specifically
                       determined to be liquid taking into account factors such
                       as the frequency and volume of trading and the commitment
                       of dealers to make markets under procedures which may be
                       adopted by the fund's board of directors. Additionally, 
                       investing in private placement securities could have the
                       effect of increasing the level of illiquidity of the 
                       fund's portfolio to the extent that "qualified"
                       institutional investors become, for a period of time,
                       uninterested in purchasing these securities. The fund 
                       will not invest more than 10% of its total assets in
                       illiquid securities.
 
                       MULTIPLE PORTFOLIO COUNSELOR SYSTEM The basic
                       investment philosophy of Capital Research and
                       Management Company is to seek fundamental values at
                       reasonable prices, using a system of multiple portfolio
                       counselors in managing mutual fund assets. Under this
                       system the portfolio of the fund is divided into
                       segments which are managed by individual counselors.
                       Each counselor decides how their segment will be
                       invested (within the limits provided by the fund'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 fund's portfolio. The
                       primary individual portfolio counselors for the fund
                       are listed on the next page.
 
                                                                              5
 
<PAGE>
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                      YEARS OF EXPERIENCE
                                                                         AS INVESTMENT
                                                                         PROFESSIONAL
                                                                         (APPROXIMATE)
                                                YEARS OF EXPERIENCE
                                                   AS PORTFOLIO
     PORTFOLIO                                    COUNSELOR (AND
COUNSELORS FOR THE                                   RESEARCH
INVESTMENT COMPANY        PRIMARY TITLE(S)        PROFESSIONAL IF     WITH CAPITAL
    OF AMERICA                                    APPLICABLE) FOR     RESEARCH AND
                                                  THE INVESTMENT       MANAGEMENT
                                                COMPANY OF AMERICA   COMPANY OR ITS  TOTAL
                                                   (APPROXIMATE)       AFFILIATES    YEARS
- ---------------------------------------------------------------------------------------------
<S>                  <C>                        <C>                 <C>              <C>
 Jon B. Lovelace,    Chairman of the Board of   39 years (plus 5       45 years      45 years
  Jr.                the Fund. Vice Chairman    years as a research                  
                     of the Board of Directors  professional prior
                     and Chairman of the        to becoming
                     Executive Committee,       portfolio counselor
                     Capital Research and       for the fund)
                     Management Company    
                    
 William C. Newton   President and Director of  35 years               38 years      44 years
                     the Fund. Senior Partner, 
                     The Capital Group 
                     Partners L.P.*
 
 William R. Grimsley Senior Vice President of   25 years               27 years      34 years
                     the Fund. Senior Vice                                                            
                     President and Director,
                     Capital Research and
                     Management Company
 
 R. Michael Shanahan Senior Vice President of   6 years (plus 13       32 years      32 years
                     the Fund. Chairman         years as an                          
                     of the Board and           investment
                     Principal Executive        professional prior
                     Officer, Capital           to becoming a
                     Research and Management    portfolio counselor
                     Company                    for the fund)
 
 Gregg E. Ireland    Vice President of the      5 years (plus 10       24 years      24 years
                     Fund. Vice President,      years as a research                  
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 James B. Lovelace   Vice President of the      5 years (plus 4        15 years      15 years
                     Fund. Vice President,      years as a research                  
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 Donald D. O'Neal    Vice President of the      5 years (plus 4        12 years      12
                     Fund. Vice President,      years as a research                  years
                     Capital Research and       professional prior
                     Management Company         to becoming a
                                                portfolio counselor
                                                for the fund)
 
 Dina N. Perry       Vice President, Capital    3 years (plus 2         5 years      30
                     Research and Management    years as a research                  years
                     Company                    professional prior
                                                to becoming a
                                                portfolio counselor
                                                for the fund)
 
 James F.            President and Director,    3 years (plus 9         27 years     27
 Rothenberg          Capital Research and       years as a research                  years
                     Management Company         professional prior
                                                to becoming a
                                                portfolio counselor
                                                for the fund)
 
- ---------------------------------------------------------------------------------------------
* Company affiliated with Capital Research and Management Company
- --------------------------------------------------------------------------------------------- 
</TABLE> 
 
6
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
 INVESTMENT RESULTS    The fund may from time to time compare its investment
                       results to various unmanaged indices or other mutual
       The fund has    funds in reports to shareholders, sales literature and
   averaged a total    advertisements. The results may be calculated on a to-
      return (at no    tal return, yield and/or distribution rate basis for
   sales charge) of    various periods, with or without sales charges. Results
 13.30% a year over    calculated without a sales charge will be higher. Total
       its lifetime    returns assume the reinvestment of all dividends and
   (January 1, 1934    capital gain distributions.
   through December  
         31, 1996).    The fund's yield and the average annual total returns   
                       are calculated with no sales charge in accordance with  
                       Securities and Exchange Commission requirements. The    
                       fund's distribution rate is calculated by dividing the  
                       dividends paid by the fund over the last 12 months by   
                       the sum of the month-end price and the capital gains    
                       paid over the last 12 months. For the 30-day period     
                       ended December 31, 1996, the fund's SEC yield was 2.01% 
                       and the distribution rate was 1.98% with no sales       
                       charge. Yield is computed by dividing the net
                       investment income per share earned by the fund over a
                       given period of time by the net asset value per share
                       on the last day of the period, according to a formula
                       mandated by the Securities and Exchange Commission. A
                       yield calculated using this formula may be different
                       than the income actually paid to shareholders. The 
                       fund's total return over the past 12 months and average
                       annual total returns over the past five-year and 
                       ten-year periods, as of December 31, 1996, were 19.35%,
                       13.27%, and 13.90%, respectively. Of course, past
                       results are not an indication of future results. Further
                       information regarding the fund's investment results is
                       contained in the fund's annual report which may be 
                       obtained without charge by writing to the Secretary of
                       the fund 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 fund. Generally, peri-   
          December.    odic distributions from the fund to your plan are rein- 
                       vested in additional fund shares, although your plan    
                       may permit fund distributions from net investment in-   
                       come to be received by you in cash while reinvesting    
                       capital gains distributions in additional shares or all 
                       fund distributions to be received in cash. Unless you   
                       select another option, all distributions will be rein-  
                       vested in additional fund shares.                       
                      
                       FEDERAL TAXES The fund intends to operate as a
                       "regulated investment company" under the Internal
                       Revenue Code. In any fiscal year in which the fund so
                       qualifies and distributes to shareholders all of its
                       net investment income and net capital gains, the fund
                       itself is relieved of federal income tax. The tax
                       treatment of redemptions from a retirement plan may
                       differ from redemptions from an ordinary shareholder
                       account.
 
                       Please see the statement of additional information and
                       your tax adviser for further information.
 
                                                                              7
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
               FUND    FUND ORGANIZATION AND VOTING RIGHTS The fund, an open-
       ORGANIZATION    end, diversified management investment company, was or-
                AND    ganized as a Delaware corporation in 1933. The fund's
         MANAGEMENT    board supervises fund operations and performs duties
                       required by applicable state and federal law. Members
      The fund is a    of the board who are not employed by Capital Research
      member of The    and Management Company or its affiliates are paid cer-
     American Funds    tain fees for services rendered to the fund as de-
    Group, which is    scribed in the statement of additional information.
  managed by one of    They may elect to defer all or a portion of these fees
    the largest and    through a deferred compensation plan in effect for the
   most experienced    fund. All shareholders have one vote per share owned
         investment    and, at the request of the holders of at least 10% of
          advisers.    the shares, the fund will hold a meeting at which any
                       member of the board could be removed by a majority
                       vote.
 
                       THE INVESTMENT ADVISER Capital Research and Management
                       Company, a large and experienced investment management
                       organization founded in 1931, is the investment adviser
                       to the fund and other funds, including those in The
                       American Funds Group. Capital Research and Management
                       Company is located at 333 South Hope Street, Los
                       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 fund and receives a fee at the
                       annual rate of 0.39% on the first $1.0 billion of the
                       fund'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 over $13 billion to $21 billion, plus
                       0.235% on net assets over $21 billion to $34 billion,
                       plus 0.231% on net assets in excess of $34 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.) This policy has also been incorporated
                       into the fund's "code of ethics" which is available
                       from the fund's Secretary upon request.
 
8
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       PORTFOLIO TRANSACTIONS Orders for the fund's portfolio
                       securities transactions are placed by Capital Research
                       and Management Company, which strives to obtain the
                       best available prices, taking into account the costs
                       and quality of executions. In the over-the-counter
                       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 fund or have provided
                       investment research, statistical, and other related
                       services for the benefit of the fund and/or of other
                       funds served by Capital Research and Management
                       Company.
 
                       PRINCIPAL UNDERWRITER American Funds Distributors,
                       Inc., a wholly owned subsidiary of Capital Research and
                       Management Company, is the principal underwriter of the
                       fund's shares. American Funds Distributors, Inc. is
                       located at 333 South Hope Street, Los Angeles, CA
                       90071, 135 South State College Boulevard, Brea, CA
                       92821, 8000 IH-10 West, San Antonio, TX 78230, 8332
                       Woodfield Crossing Boulevard, Indianapolis, IN 46240,
                       and 5300 Robin Hood Road, Norfolk, VA 23513. Telephone
                       conversations with American Funds Distributors may be
                       recorded or monitored for verification, recordkeeping
                       and quality assurance purposes.
 
                       PLAN OF DISTRIBUTION The fund has a plan of
                       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 fund 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 92821, 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 $21,426,000 for the fiscal year ended
                       December 31, 1996. Telephone conversations with
                       American Funds Service Company may be recorded or
                       monitored for verification, recordkeeping and quality
                       assurance purposes.
 
        PURCHASING     ALL ORDERS TO PURCHASE SHARES MUST BE MADE THROUGH YOUR
            SHARES     RETIREMENT PLAN. FOR MORE INFORMATION ABOUT HOW TO PUR-
                       CHASE SHARES OF THE FUND THROUGH YOUR EMPLOYER'S PLAN
                       OR LIMITATIONS ON THE AMOUNT THAT MAY BE PURCHASED,
                       PLEASE CONSULT WITH YOUR EMPLOYER. Shares are
 
                                                                              9
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       sold to eligible retirement plans at the net asset
                       value per share next determined after receipt of an or-
                       der by the fund or American Funds Service Company. Or-
                       ders must be received before the close of regular trad-
                       ing on the New York Stock Exchange in order to receive
                       that day's net asset value. Plans of organizations with
                       collective retirement plan assets of $100 million or
                       more may purchase shares at net asset value. In addi-
                       tion, any employer-sponsored 403(b) plan or defined
                       contribution plan qualified under Section 401(a) of the
                       Internal Revenue Code including a "401(k)" plan with
                       200 or more eligible employees or any other plan that
                       invests at least $1 million in shares of the fund (or
                       in combination with shares of other funds in The Ameri-
                       can Funds Group other than the money market funds) may
                       purchase shares at net asset value; however, a contin-
                       gent deferred sales charge of 1% is imposed on certain
                       redemptions made within twelve months of such purchase.
                       (See "Redeeming Shares--Contingent Deferred Sales
                       Charge.") Plans may also qualify to purchase shares at
                       net asset value by completing a statement of intention
                       to purchase $1 million in fund shares subject to a com-
                       mission over a maximum of 13 consecutive months. Cer-
                       tain redemptions of such shares may also be subject to
                       a contingent deferred sales charge as described above.
                       (See the statement of additional information.)
 
                       The minimum initial investment is $250, except that the
                       money market funds have a minimum of $1,000 for indi-
                       vidual 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 de-
                       ductions and may be reduced or waived for shareholders
                       of other funds in The American Funds Group.
 
                       During 1997, American Funds Distributors will provide
                       additional compensation to the top one hundred dealers
                       who have sold shares of the fund or other funds in The
                       American Funds Group, based on a pro rata share of a
                       qualifying dealer's sales. American Funds Distributors
                       will, on an annual basis, determine the advisability
                       of continuing these payments.
 
                       Qualified dealers currently are paid a continuing serv-
                       ice fee not to exceed 0.25% of average net assets
                       (0.15% in the case of the money market funds) annually
                       in order to promote selling efforts and to compensate
                       them for providing certain services. (See "Fund Organi-
                       zation and Management--Plan of Distribution.") These
                       services include processing purchase and redemption
                       transactions, establishing shareholder accounts and
                       providing certain information and assistance with re-
                       spect to the fund.
 
                       Shares of the fund are offered to other shareholders
                       pursuant to another prospectus at public offering
                       prices that may include an initial sales charge.
 
10
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       SHARE PRICE Shares are offered to eligible retirement
                       plans at the net asset value next determined after the
                       order is received by the fund or American Funds Service
                       Company. In the case of orders sent directly to the
                       fund or American Funds Service Company, an investment
                       dealer MUST be indicated. Dealers are responsible for
                       promptly transmitting orders. (See the statement of
                       additional information under "Purchase of Shares--Price
                       of Shares.")
 
                       The fund's net asset value per share is determined as
                       of the close of trading (currently 4:00 p.m., New York
                       time) on each day the New York Stock Exchange is open.
                       The current value of the fund's total assets, less all
                       liabilities, is divided by the total number of shares
                       outstanding and the result, rounded to the nearer cent,
                       is the net asset value per share.
 
        SHAREHOLDER    Subject to any restrictions contained in your plan, you
           SERVICES    can exchange your shares for shares of other funds in
                       The American Funds Group which are offered through the
                       plan at net asset value. In addition, again depending
                       on 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 fund'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 any day the New
                       York Stock Exchange is open. For more information about
                       how to sell shares of the fund through your retirement
                       plan, including any charges that may be imposed by the
                       plan, please consult with your employer.
 
                       By contacting  Your plan administrator/trustee must    
                       your plan      send a letter of instruction            
                       administrator/ specifying the name of the fund, the    
                       trustee        number of shares or dollar amount to    
                                      be sold, and, if applicable, your        
                                      name and account number. 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
 
                                                                             11
 
<PAGE>
 
- -------------------------------------------------------------------------------
 
                       RECEIVED BY THE FUND OR AMERICAN FUNDS SERVICE COMPANY.
                       (SEE "PURCHASING SHARES--SHARE PRICE.")
 
                       CONTINGENT DEFERRED SALES CHARGE A contingent deferred
                       sales charge of 1% applies to certain redemptions made
                       within 12 months of purchase on investments of $1
                       million or more and on any investment made with no
                       initial sales charge by any employer-sponsored 403(b)
                       plan or defined contribution plan qualified under
                       Section 401(a) of the 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 redemptions resulting from participant-
                       directed switches among investment options within a
                       participant-directed employer-sponsored retirement
                       plan; and for redemptions in connection with loans made
                       by qualified retirement plans.
 
                       OTHER IMPORTANT THINGS TO REMEMBER The net asset value
                       for redemptions is determined as indicated under
                       "Purchasing Shares--Share Price." Because the fund's
                       net asset value fluctuates, reflecting the market value
                       of the portfolio, the amount you receive for shares
                       redeemed may be more or less than the amount paid for
                       them.
 
                       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 FUND
                        OFFERED WITHOUT A SALES CHARGE TO ELIGIBLE RETIREMENT
                        PLANS. FOR A PROSPECTUS REGARDING SHARES OF THE FUND
                        TO BE ACQUIRED OTHERWISE, CONTACT THE SECRETARY OF
                        THE FUND AT THE ADDRESS INDICATED ON THE FRONT.
 
 
12
<PAGE>
                       THE INVESTMENT COMPANY OF AMERICA
 
                                     PART B
                     STATEMENT OF ADDITIONAL INFORMATION
                                 MARCH 1, 1997
 
This document is not a prospectus but should be read in conjunction with the
current prospectus of The Investment Company of America (the fund or ICA) dated
March 1, 1997.  The prospectus may be obtained from your investment dealer or
financial planner or by writing to the fund at the following address:
 
                        THE INVESTMENT COMPANY OF AMERICA
                             ATTENTION:  SECRETARY
                             333 SOUTH HOPE STREET
                             LOS ANGELES, CA  90071
                                  (213) 486-9200
 
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>        
DESCRIPTION OF CERTAIN SECURITIES                                 2          
INVESTMENT RESTRICTIONS                                           4          
FUND DIRECTORS AND OFFICERS                                       6          
ADVISORY BOARD                                                    11         
MANAGEMENT                                                        13         
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES                        16         
PURCHASE OF SHARES                                                18         
REDEEMING SHARES                                                  25         
SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES                       26         
EXECUTION OF PORTFOLIO TRANSACTIONS                               28         
GENERAL INFORMATION                                               29         
INVESTMENT RESULTS                                                30         
FINANCIAL STATEMENTS                                              ATTACHED   
</TABLE>
 
 
                       DESCRIPTION OF CERTAIN SECURITIES
 
The descriptions below are intended to supplement the material in the
prospectus under "Investment Policies and Risks."
 
 
EQUITY SECURITIES - The fund may invest without limitation in securities with
equity conversion rights and that are rated in any investment quality category;
however, the fund has no current intention (at least during the next 12 months)
to invest in securities rated below the top three quality categories by
Standard & Poor's Corporation or Moody's Investment Service, Inc. or unrated
but determined to be of equivalent quality by Capital Research and Management
Company (the Investment Adviser).
 
BOND RATINGS - The fund 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 of equivalent quality by 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), and bankers' acceptances (time drafts on a
commercial bank where the bank accepts an irrevocable obligation to pay at
maturity, (3) savings association and savings bank obligations (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, at the time of purchase, or may be redeemed, in
one year or less, and (5) corporate bonds and notes that mature, at the time of
purchase, or that may be redeemed, in one year or less.
 
CURRENCY TRANSACTIONS
 
Although the fund has no current intention to do so, it has the ability to
enter into forward currency contracts to protect against changes in currency
exchange rates.  A forward currency contract is an obligation to purchase or
sell a specific currency at a future date and price, both of which are set at
the time of the contract.  The fund intends to enter into forward currency
contracts solely to hedge into the U.S. dollar its exposure to other
currencies.  The fund will segregate liquid assets which will be marked to
market daily to meet its forward contract commitments to the extent required by
the Securities and Exchange Commission.
 
Certain provisions of the Internal Revenue Code may affect the extent to which
the fund may enter into forward contracts.  Such transactions may also affect,
for U.S. federal income tax purposes, the character and timing of income, gain
or loss recognized by the fund.
 
U.S. PRIVATE PLACEMENTS Private placements may be either purchased from another
institutional investor that originally acquired the securities in a private
placement or directly from the issuers of the securities.  Generally,
securities acquired in such private placements are subject to contractual
restrictions on resale and may not be resold except pursuant to a registration
statement under the Securities Act of 1933 or in reliance upon an exemption
from the registration requirements under the Act (for example, private
placements sold pursuant to Rule 144A).  Accordingly, all such private
placements will be considered illiquid unless they have been specifically
determined to be liquid taking into account factors such as the frequency and
volume of trading and the commitment of dealers to make markets under
procedures which may be adopted by the fund's board of directors. 
Additionally, investing in private placement securities could have the effect
of increasing the level of illiquidity of the fund's portfolio to the extent
that "qualified" institutional investors become, for a period of time,
uninterested in purchasing these securities.  The fund has no current intention
of investing in private placements sold pursuant to Rule 144A, and, in any
case, the fund will not invest more than 10% of its total assets in illiquid
securities.
 
                            INVESTMENT RESTRICTIONS
 
The fund has adopted certain investment restrictions, which are fundamental
policies and cannot be changed without a majority vote of its outstanding
shares.  A majority vote is defined in 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 fund shall make no
investment:
 
Which involves promotion or business management by the fund;
 
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 fund, 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 fund to be invested in the securities in any one industry;
 
If the investment would cause the fund 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 fund's total assets; or
 
In any security which has not been placed on the fund's Eligible List. (See the
prospectus).
 
The fund 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 fund to make such investments (and it has no current intention
of doing so at least for the next 12 months), the fund may invest in the
securities of real estate investment trusts.)
 
The fund has also adopted other fundamental policies which cannot be changed
without shareholder approval.  These policies require the fund 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 fund 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 fund may invest in securities of other investment
companies if deemed advisable by its officers in connection with the
administration of a deferred compensation plan adopted by Directors pursuant to
an exemptive order granted by the Securities and Exchange Commission.
 
Additional investment restrictions adopted by the fund and which may be changed
by the Board of Directors without shareholder approval, provide that the fund
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
judgment makes such action seem advisable.  
 
Purchase or retain the securities of any issuer if those officers and directors
of the fund or the Investment Adviser who own beneficially more than one half
of 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 fund (restricted securities), or other securities that are not readily
marketable.
 
 
                          FUND DIRECTORS AND OFFICERS
                    Directors and Director Compensation 
 
<TABLE>
<CAPTION>
NAME, ADDRESS       POSITION        PRINCIPAL              AGGREGATE             TOTAL COMPENSATION      TOTAL      
AND AGE             WITH            OCCUPATION(S)          COMPENSATION          (INCLUDING              NUMBER     
                    REGISTRANT      DURING                 (INCLUDING            VOLUNTARILY             OF         
                                    PAST 5 YEARS           VOLUNTARILY           DEFERRED                FUND       
                                    (POSITIONS WITHIN      DEFERRED              COMPENSATION/1/)        BOARDS     
                                    THE ORGANIZATIONS      COMPENSATION/1/)      FROM ALL FUNDS          ON         
                                    LISTED MAY             FROM THE FUND         MANAGED                 WHICH      
                                    HAVE CHANGED           DURING FISCAL         BY CAPITAL              DIRECTOR   
                                    DURING THIS            YEAR ENDED            RESEARCH AND            SERVES/3/   
                                    PERIOD)                12/31/96              MANAGEMENT                         
                                                                                 COMPANY/2/                         
 
<S>                 <C>             <C>                    <C>                   <C>                     <C>        
Charles H.          Director        Private investor       $60,400               $115,400                4          
Black                               and consultant;                                                                 
525 Alma Real                       former Executive                                                                
Drive                               Vice President                                                                  
Pacific                             and Director,                                                                   
Palisades, CA                       KaiserSteel                                                                     
90272                               Corporation                                                                     
Age:  70                                                                                                            
 
Ann S. Bowers       Director        Senior Trustee,        $55,800               $55,800                 1          
The Noyce                           The Noyce                                                                       
Foundatioin                         Foundation; Human                                                               
450 Sheridan                        resources                                                                       
Avenue                              consultant,                                                                     
Palo Alto, CA                       Enterprise 2000                                                                 
94306                                                                                                               
Age:  59                                                                                                            
 
Malcolm R.          Director        Chairman               $48,600/4/            $48,600                 1          
Currie                              Emeritus, Hughes                                                                
28780 Wagon                         Aircraft Company                                                                
Road                                                                                                                
Agoura, CA                                                                                                          
91301                                                                                                               
Age:  69                                                                                                            
 
+Jon B.             Chairman of     Vice Chairman of       None/5/               None/5/                 4          
Lovelace, Jr.       the Board       the Board,                                                                      
333 South Hope                      Capital Research                                                                
Street                              and Management                                                                  
Los Angeles, CA                     Company                                                                         
90071                                                                                                               
Age:  70                                                                                                            
 
John G.             Director        The IBJ Professor      $62,200/4/            $153,800                7          
McDonald                            of Finance,                                                                     
Graduate School                     Graduate School                                                                 
of Business                         of Business,                                                                    
Stanford                            Stanford                                                                        
University                          University                                                                      
Stanford, CA                                                                                                        
94305                                                                                                               
Age:  59                                                                                                            
 
Bailey Morris-Eck    Director       Senior Advisor,        $49,800               $49,800                 1          
ARA/SCO Room                        Inter-American                                                                  
3250                                Affairs, Clinton                                                                
U.S. Department                     Administration;                                                                 
of State                            Senior Feloow,                                                                  
Washington,                         Institute for                                                                   
D.C.  20520                         International                                                                   
Age:  52                            Economics;                                                                      
                                    Consultant, THE                                                                 
                                    INDEPENDENT OF                                                                  
                                    LONDON                                                                          
 
Richard G.          Director        Chairman,              $29,200/4/ /6/        $72,500                 13         
Newman                              President and                                                                   
3250 Wilshire                       CEO, AECOM                                                                      
Blvd.                               Technology                                                                      
Los Angeles, CA                     Corporation                                                                     
90010                               (architectural                                                                  
Age:  62                            engineering)                                                                    
 
 +William C.        President       Senior Partner,        None/5/               None/5/                 1          
Newton              and             The Capital Group                                                               
333 South Hope      Director        Partners, L.P.                                                                  
Street                                                                                                              
Los Angeles, CA                                                                                                     
90071                                                                                                               
Age:  66                                                                                                            
 
+James W.           Executive       Senior Partner,        None/5/               None/5/                 8          
Ratzlaff            Vice            The Capital Group                                                               
P.O. Box 7650       President       Partners L.P.;                                                                  
San Francisco,      and                                                                                             
CA  94120           Director                                                                                        
Age:  60                                                                                                            
 
Olin C. Robison     Director        President of the       $52,200               $77,500                 2          
The Marble                          Salzburg Seminar;                                                               
Works                               President                                                                       
2 Maple Street                      Emeritus,                                                                       
Middlebury, VT                      Middlebury                                                                      
05753                               College                                                                         
Age:  60                                                                                                            
 
William J.          Director        Chairman and           $None/7/              $None                   1          
Spencer                             Chief Executive                                                                 
2706 Montopolis                     Officer, SEMATECH                                                               
Drive                               (research and                                                                   
Austin, TX                          development                                                                     
78741                               consortium)                                                                     
Age:  66                                                                                                            
 
</TABLE>
 
 
+ Directors who are considered "interested persons" as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), on the basis of
their affiliation with the fund's Investment Adviser, Capital Research and
Management Company.
 
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the fund in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director.
 
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, 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 and the Anchor Pathway Fund are two other funds managed by Capital
Research and Management Company that serve as underlying investment vehicles
for certain variable insurance contracts.
 
/3/ Includes funds managed by Capital Research and Management Company and
affiliates.
 
/4/ Since the plan's adoption, the total amount of deferred compensation
accrued by the fund (plus earnings thereon) for participating Directors is as
follows:  Malcolm R. Currie ($46,484), John G. McDonald ($188,120) and Richard
G. Newman ($31,127).  Amounts deferred and accumulated earnings thereon are not
funded and are general unsecured liabilities of the fund until paid to the
Director.
 
/5/ Jon B. Lovelace, Jr., William C. Newton, and James W. Ratzlaff are
affiliated with the Investment Adviser and, accordingly, receive no
compensation from the fund.
 
/6/ Richard G. Newman was elected to the Board on April 23, 1996 and,
therefore, did not receive a full year of compensation.
 
/7/ William J. Spencer was elected to the Board on January 15, 1997 and,
therefore, received no compensation from the fund during the fiscal year ended 
December 31, 1996. 
 
                                   OTHER OFFICERS
          (with their principal occupations during the past five years)
 
<TABLE>
<CAPTION>
NAME AND ADDRESS                      AGE       POSITION(S)       PRINCIPAL OCCUPATION(S)             
                                                WITH REGISTRANT   DURING PAST 5 YEARS                 
 
<S>                                  <C>        <C>               <C>                                 
William R. Grimsley                  58         Senior Vice       Senior Vice President and           
P.O. Box 7650                                   President         Director, Capital Research          
San Francisco, CA 94120                                           and Management Company              
 
R. Michael Shanahan                  58         Senior Vice       Chairman of the Board and           
333 South Hope Street                           President         Principal Executive Officer,        
Los Angeles, CA  90071                                            Capital Research and                
                                                                  Management Company                  
 
Gregg E. Ireland                     47         Vice              Vice President, Capital             
3000 K Street, N.W.                             President         Research and Management             
Washington, DC  20007                                             Company                             
 
Anne M. Llewellyn                    49         Vice              Associate, Capital Research         
333 South Hope Stree                            President         and Management Company              
Los Angeles, CA  90071                                                                                
 
James B. Lovelace                    40         Vice              Vice President, Capital             
333 South Hope Street                           President         Research and Management             
Los Angeles, CA  90071                                            Company                             
 
Donald D. O'Neal                     36         Vice              Vice President, Capital             
P.O. Box 7650                                   President         Research and Management             
San Francisco, CA  94120                                          Company                             
 
Patricia L. Vaughn                   40         Vice              Vice President, Capital             
333 South Hope Street                           President         Research and Management             
Los Angeles, CA  90071                                            Company                             
 
Vincent P. Corti                     40         Secretary         Vice President - Fund               
333 South Hope Street                                             Business Management Group,          
Los Angeles, CA  90071                                            Capital Research and                
                                                                  Management Company                  
 
Steven N. Kearsley                   55         Treasurer         Vice President and                  
135 South State College Blvd.                                     Treasurer, Capital Research         
Brea, CA  92821                                                   and Management Company              
 
Julie F. Williams                    48         Assistant         Vice President - Fund               
333 South Hope Street                           Secretary         Business Managment Group,           
Los Angeles, CA  90071                                            Capital Research and                
                                                                  Management Company                  
 
R. Marcia Gould                      42         Assistant         Vice President - Fund               
135 South State College Blvd.                   Treasurer         Business Managment Group,           
Brea, CA  92821                                                   Capital Research and                
                                                                  Management Company                  
 
Mary C. Hall                         39         Assistant         Senior Vice President - Fund        
135 South State College Blvd.                   Treasurer         Business Management Group,          
Brea, CA  92821                                                   Capital Research and                
                                                                  Management Company                  
 
</TABLE>
 
 
All of the officers listed are officers or employees of the Investment Adviser
or affiliated companies.  No compensation is paid by the fund to any officer or
director who is a director, officer or employee of the Investment Adviser or
affiliated companies.  Each unaffiliated Director is paid a fee of $36,000 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.  In
addition, members of the Proxy Committee receive an annual fee determined at
the end of the year by the Board of Directors.  For the fiscal year ended
December 31, 1996, each member of the Proxy Committee received a fee of $6,400. 
No pension or retirement benefits are accrued as part of fund 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 fund.  As of January 31, 1997 the officers and Directors and their
families as a group, owned beneficially or of record less than 1% of the
outstanding shares of the fund.
 
                                 ADVISORY BOARD
 
The Board of Directors has established an Advisory Board whose members are, in
the judgment 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 fund's
investments or management.  The members of the Advisory Board and their current
or former principal occupations are as follows:
 
 
                             ADVISORY BOARD MEMBERS
                     Advisory Board Member Compensation
 
<TABLE>
<CAPTION>
NAME, ADDRESS      POSITION        PRINCIPAL               AGGREGATE              TOTAL                 TOTAL        
AND AGE            WITH            OCCUPATION(S)           COMPENSATION           COMPENSATION          NUMBER       
                   REGISTRANT      DURING PAST 5           (INCLUDING             (INCLUDING            OF FUND      
                                   YEARS (POSITIONS        VOLUNTARILY            VOLUNTARILY           BOARDS ON    
                                   WITHIN THE              DEFERRED               DEFERRED              WHICH        
                                   ORGANIZATIONS           COMPENSATION/1/)       COMPENSATION/1/)      ADVISORY     
                                   LISTED MAY              FROM THE FUND          FROM ALL FUNDS        BOARD        
                                   HAVE CHANGED            DURING FISCAL          MANAGED               MEMBER       
                                   DURING THIS             YEAR ENDED             BY CAPITAL            SERVES/3/    
                                   PERIOD)                 12/31/96               RESEARCH AND                       
                                                                                  MANAGEMENT                         
                                                                                  COMPANY/2/                         
 
<S>                <C>             <C>                     <C>                    <C>                   <C>          
John F.            Advisory        Supervisory             $22,450                $22,450               1            
Bookout            Board           Director, Royal                                                                   
601 Jefferson      Member and      Dutch Petroleum                                                                   
Street             former          Company; former                                                                   
Houston, TX        Director        President and                                                                     
77002                              Chief Executive                                                                   
Age:  74                           Officer, Shell Oil                                                                
                                   Company                                                                           
 
Thomas M.          Advisory        Partner, Faegre &       $7,500                 $7,500                1            
Crosby, Jr.        Board           Benson (law firm)                                                                 
2200 Norwest       Member                                                                                            
Center                                                                                                               
90 South                                                                                                             
Seventh Street                                                                                                       
Minneapolis,                                                                                                         
MN  55402                                                                                                            
Age:  58                                                                                                             
 
Malcolm Fraser     Advisory        Former Prime            $6,500                 $6,500                1            
ANZ Tower          Board           Minister of                                                                       
55 Collins         Member          Australia                                                                         
Street                                                                                                               
Melbourne,                                                                                                           
Victoria 3000                                                                                                        
Australia                                                                                                            
Age:  66                                                                                                             
 
Allan E.           Advisory        Former Canadian         $7,500                 $7,500                1            
Gotlieb            Board           Ambassador to the                                                                 
P.O. Box 85        Member          United States                                                                     
Toronto,                                                                                                             
Ontario M5L                                                                                                          
1B9                                                                                                                  
Canada                                                                                                               
Age:  69                                                                                                             
 
William H.         Advisory        President,              $6,500/3/              $72,350               5            
Kling              Board           Minnesota Public                                                                  
45 East            Member          Radio; President,                                                                 
Seventh Street                     Greenspring Co.;                                                                  
St. Paul, MN                       former President,                                                                 
55101                              American Public                                                                   
Age:  54                           Radio (now Public                                                                 
                                   Radio                                                                             
                                   International)                                                                    
 
Robert J.          Advisory        Chichele Professor      $7,500                 $35,200               3            
O'Neill            Board           of the History of                                                                 
St. Mary's         Member          War and Fellow of                                                                 
Close                              All Souls College                                                                 
27 Church                                                                                                            
Green                                                                                                                
Witney, OXON                                                                                                         
OX8  6AZ                                                                                                             
United Kingdom                                                                                                       
Age:  60                                                                                                             
 
Norman R.          Advisory        Managing Director,      $7,500                 $36,150               3            
Weldon             Board           Partisan                                                                          
15600 N.W.         Member          Management Group;                                                                 
67th Avenue                        Chairman of the                                                                   
Miami Lakes,                       Board, Novoste                                                                    
FL  33014                          Corporation                                                                       
Age:  62                                                                                                             
 
</TABLE>
 
 
 
/1/ Amounts may be deferred by eligible advisory board members under a
non-qualified deferred compensation plan adopted by the fund in 1993.  Deferred
amounts accumulate at an earnings rate determined by the total return of one or
more funds in The American Funds Group as designated by the Advisory Board
member.
 
/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 and the Anchor Pathway Fund are two other funds managed by Capital
Research and Management Company that serve as underlying investment vehicles
for certain variable insurance contracts.
 
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the fund (plus earnings thereon) for participating Advisory Board
members is as follows:  William H. Kling ($28,195).  Amounts deferred and
accumulated earnings thereon are not funded and are general unsecured
liabilities of the fund until paid to the Advisory Board member.
 
                                   MANAGEMENT
 
INVESTMENT ADVISER - The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad (Los Angeles, San Francisco, New
York, Washington, D.C., London, Geneva, Singapore, Hong Kong and Tokyo), with a
staff of professionals, many of whom have a number of years of investment
experience.  The Investment Adviser is located at 333 South Hope Street, Los
Angeles, CA 90071, and at 135 South State College Boulevard, Brea, CA 92821. 
The Investment Adviser's professionals travel several million miles a year,
making more than 5,000 research visits in more than 50 countries around the
world.  The Investment Adviser believes that it is able to attract and retain
quality personnel.  The Investment Adviser is a wholly owned subsidiary of The
Capital Group Companies, Inc.
 
An affiliate of the Investment Adviser compiles indices for major stock markets
around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 
The Investment Adviser is responsible for more than $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 fund and the Investment Adviser will
continue until April 30, 1998, 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 fund
for its acts or omissions in performance of its obligations to the fund not
involving willful misconduct, bad faith, gross negligence or reckless disregard
of its obligations under the Agreement.  The Agreement also provides that
either party has the right to terminate it, without penalty, upon 60 days'
written notice to the other party and that the Agreement automatically
terminates in the event of its assignment (as defined in the 1940 Act).
 
The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform 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 fund.  The fund 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
fund'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 fund.
 
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 $1.0 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 $5.0 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 to $21.0
billion, plus 0.235% on net assets over $21.0 billion to $34.0 billion, plus
0.231% on net assets in excess of $34.0 billion.  The Agreement provides that
the Investment Adviser shall pay the fund an 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
fund's net assets for the fiscal year up to $30 million, plus 1% of the average
value of the fund's net assets for the fiscal year in excess of $30 million, or
(ii) 25% of the gross investment income of the fund.  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, 1996, 1995, and 1994, Investment Adviser's
total fees amounted to $72,350,000, $58,981,000 and $50,698,000, respectively.
 
PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the Principal
Underwriter) is the principal underwriter of the fund's shares.  The Principal
Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071, 135
South State College Boulevard, Brea, CA 92821, 8000 IH-10 West, San Antonio, TX
78230, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300
Robin Hood Road, Norfolk, VA 23513.  The fund has adopted a Plan of
Distribution (the Plan), pursuant to rule 12b-1 under the 1940 Act.  The
Principal Underwriter receives amounts payable pursuant to the Plan (see below)
and commissions consisting of that portion of the sales charge remaining after
the discounts which it allows to investment dealers.  Commissions retained by
the Principal Underwriter on sales of fund shares during the year ended
December 31, 1996 amounted to $16,461,000 after allowance of $88,318,000 to
dealers.  During the years ended December 31, 1995 and 1994 the Principal
Underwriter retained $14,773,000 and $13,495,000, respectively.
 
As required by rule 12b-1, the Plan (together with the Principal Underwriting
Agreement) has been approved by the full Board of Directors, and separately by
a majority of the Directors who are not interested persons of the fund and who
have no direct or indirect financial interest in the operation of the Plan or
the Principal Underwriting Agreement, and the Plan has been approved by the
vote of a majority of the outstanding voting securities of the fund.  The
officers and directors who are interested persons of the fund may be considered
to have a direct or indirect financial interest in the operation of the Plan
due to present or past affiliations with the investment adviser and related
companies.  Potential benefits of the Plan to the fund are improved shareholder
services, savings to the fund in transfer agency costs, savings to the fund in
advisory fees and other expenses, benefits to the investment process from
growth or stability of assets and maintenance of a financially healthy
management organization.  The selection and nomination of Directors who are not
interested persons of the fund 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 fund may expend up to 0.25% of its average net assets
annually to finance any activity which is primarily intended to result in the
sale of fund shares, provided the fund's Board of Directors has approved the
category of expenses for which payment is being made.  These include service
fees for qualified dealers and dealer commissions and wholesaler compensation
on sales of shares exceeding $1 million (including purchases by any
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 200 or more eligible employees).  Only expenses incurred
during the preceding 12 months and accrued while the Plan is in effect may be
paid by the fund.  During the year ended December 31, 1996, the fund paid or
accrued $59,604,000 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 fund and alternate means for continuing the servicing of
such shareholders would be sought.  In such event, changes in the operation of
the fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by such bank.  It is not expected that shareholders would suffer
adverse financial consequences as a result of any of these occurrences.
 
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and certain banks and financial
institutions may be required to be registered as dealers pursuant to state law.
 
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
 
The fund intends to meet all the requirements and has elected the tax status of
a "regulated investment company" under the provisions of Subchapter M of the
Internal Revenue Code of 1986 (the Code).  Under Subchapter M, if the fund
distributes within specified times at least 90% of the sum of its investment
company taxable income it will be taxed only on that portion, if any, of the
investment company taxable income which it retains.
 
To qualify, the fund must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans and
gains from the sale or other disposition of stock, securities, currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; (b) derive less than 30% of its gross income from the
sale or other disposition of stock or securities held for less than three
months; and (c) diversify its holdings so that at the end of each fiscal
quarter, (i) at least 50% of the market value of the fund's assets is
represented by cash, U.S. Government securities and other securities which,
must be limited, in respect of any one issuer to an amount not greater than 5%
of the fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in
the securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies), or in two or more issuers
which the fund controls and which are engaged in the same or similar trades or
businesses or related trades or businesses.
 
Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gains (both long-term and
short-term) for the one-year period ending on October 31 (as though the
one-year period ending on October 31 were the regulated investment company's
taxable year), and (iii) the sum of any untaxed, undistributed net investment
income and net capital gains of the regulated investment company for prior
periods.  The term "distributed amount" generally means the sum of (i) amounts
actually distributed by the fund from its current year's ordinary income and
net capital gain income and (ii) any amount on which the fund pays income tax
during the periods described above.  The fund intends, to the extent
practicable, to meet these distribution requirements to minimize or avoid the
excise tax liability.
 
Distributions of investment company taxable income, including short-term
capital gains, generally are taxable to the shareholders as ordinary income,
regardless of whether such distributions are paid in cash or invested in
additional shares of the fund.  The fund 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.  A capital gain distribution,
whether paid in cash or re-invested in shares, is taxable to shareholders as
long-term capital gains, regardless of the length of time a shareholder has
held the shares or whether such gain was realized by the fund before the
shareholder acquired such shares and was reflected in the price paid for the
shares. If the net asset value of shares of the fund should, by reason of a
distribution of realized capital gains, be reduced below a shareholder's cost,
such distribution would be a taxable dividend to the shareholder, even though
the distribution is economically a return of capital.
 
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 therefore
taxable as of December 31, provided that the fund pays the dividend after
December 31 but during January of the following year.
 
If a shareholder exchanges or otherwise disposes of shares of the fund within
90 days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously
incurred in acquiring the fund's shares shall not be taken into account (to the
extent such previous sales charges do not exceed the reduction in sales
charges) for the purpose of determining the amount of gain or loss on the
exchange, but will be treated as having been incurred in the acquisition of
such other shares.  Also, any loss realized on a redemption or exchange of
shares of a fund will be disallowed to the extent substantially identical
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 fund to a
shareholder who, as to the U.S., is a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation or foreign
partnership (a foreign shareholder) will be subject to U.S. withholding tax (at
a rate of 30% or lower treaty rate).  Withholding will not apply if a dividend
paid by the fund to a 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, U.S. residents 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%.  However, to eliminate the benefit of lower
marginal corporate income tax rates, 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
 
<TABLE>
<CAPTION>
METHOD                  INITIAL INVESTMENT          ADDITIONAL INVESTMENTS                                 
 
<S>                     <C>                         <C>                                                    
                        See "Investment             $50 minimum (except where a lower                      
                        Minimums and Fund           minimum is noted under "Investment                     
                        Numbers" for initial        Minimums and Fund Numbers").                           
                        investment minimums.                                                               
 
By contacting           Visit any investment        Mail directly to your investment dealer's              
your investment         dealer who is               address printed on your account statement.             
dealer                  registered in the state                                                            
                        where the purchase is                                                              
                        made and who has a                                                                 
                        sales agreement with                                                               
                        American Funds                                                                     
                        Distributors.                                                                      
 
By mail                 Make your check payable     Fill out the account additions form at the             
                        to the fund and mail to     bottom of a recent account statement, make your        
                        the address indicated       check payable to the fund, write your account          
                        on the account              number on your check, and mail the check and           
                        application.  Please        form in the envelope provided with your account        
                        indicate an investment      statement.                                             
                        dealer on the account                                                              
                        application.                                                                       
 
By telephone            Please contact your         Complete the "Investments by Phone"                    
                        investment dealer to        section on the account application or                  
                        open account, then          American FundsLink Authorization Form.                 
                        follow the procedures       Once you establish the privilege, you, your            
                        for additional              financial advisor or any person with your              
                        investments.                account information can call American                  
                                                    FundsLine(r) and make investments by telephone         
                                                    (subject to conditions noted in "Shareholder           
                                                    Account Services and Privileges - Telephone            
                                                    Redemptions and Exchanges" below).                     
 
By wire                 Call 800/421-0180 to        Your bank should wire your additional                  
                        obtain your account         investments in the same manner as                      
                        number(s), if               described under "Initial Investment."                  
                        necessary.  Please                                                                 
                        indicate an investment                                                             
                        dealer on the account.                                                             
                        Instruct your bank to                                                              
                        wire funds to:                                                                     
                        Wells Fargo Bank                                                                   
                        155 Fifth Street                                                                   
                        Sixth Floor                                                                        
                        San Francisco, CA 94106                                                            
                        (ABA #121000248)                                                                   
                        For credit to the                                                                  
                        account of:                                                                        
                        American Funds Service                                                             
                        Company                                                                            
                        a/c #4600-076178                                                                   
                        (fund name)                                                                        
                        (your fund acct. no.)                                                              
 
THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER.                                           
                                          
 
</TABLE>
 
 
 
 
INVESTMENT MINIMUMS AND FUND NUMBERS - Here are the minimum initial investments
required by the funds in The American Funds Group along with fund numbers for
use with our automated phone line, American FundsLine(r) (see description
below):
 
 
<TABLE>
<CAPTION>
<S>                                                 <C>              <C>         
FUND                                                MINIMUM          FUND        
                                                    INITIAL          NUMBER      
                                                    INVESTMENT                   
 
STOCK AND STOCK/BOND FUNDS                                                       
AMCAP Fund(r)                                       $1,000           02          
American Balanced Fund(r)                           500              11          
American Mutual Fund(r)                             250              03          
Capital Income Builder(r)                           1,000            12          
Capital World Growth and Income Fund(sm)            1,000            33          
EuroPacific Growth Fund(r)                          250              16          
Fundamental Investors(sm)                           250              10          
The Growth Fund of America(r)                       1,000            05          
The Income Fund of America(r)                       1,000            06          
The Investment Company of America(r)                250              04          
The New Economy Fund(r)                             1,000            14          
New Perspective Fund(r)                             250              07          
SMALLCAP World Fund(r)                              1,000            35          
Washington Mutual Investors Fund(sm)                250              01          
BOND FUNDS                                                                       
American High-Income Municipal Bond                 1,000            40          
Fund(r)                                                                          
American High-Income Trust(sm)                      1,000            21          
The Bond Fund of America(sm)                        1,000            08          
Capital World Bond Fund(r)                          1,000            31          
Intermediate Bond Fund of America(sm)               1,000            23          
Limited Term Tax-Exempt Bond Fund of                1,000            43          
America(sm)                                                                      
The Tax-Exempt Bond Fund of America(r)              1,000            19          
The Tax-Exempt Fund of California(r)*               1,000            20          
The Tax-Exempt Fund of Maryland(r)*                 1,000            24          
The Tax-Exempt Fund of Virginia(r)*                 1,000            25          
U.S. Government Securities Fund(sm)                 1,000            22          
MONEY MARKET FUNDS                                                               
The Cash Management Trust of America(r)             2,500            09          
The Tax-Exempt Money Fund of America(sm)            2,500            39          
The U.S. Treasury Money Fund of                     2,500            49          
America(sm)                                                                      
___________                                                                      
*Available only in certain states.                                               
</TABLE>
 
 
 
For retirement plan investments, the minimum is $250, except that the money
market funds have a minimum of $1,000 for individual retirement accounts
(IRAs).  Minimums are reduced to $50 for purchases through "Automatic
Investment Plans" (except for the money market funds) or to $25 for purchases
by retirement plans through payroll deductions and may be reduced or waived for
shareholders of other funds in The American Funds Group.  TAX-EXEMPT FUNDS
SHOULD NOT SERVE AS RETIREMENT PLAN INVESTMENTS.  The minimum is $50 for
additional investments (except as noted above).
 
DEALER COMMISSIONS - The sales charges you pay when purchasing the stock,
stock/bond, and bond funds of The American Funds Group are set forth below. 
The money market funds of The American Funds Group are offered at net asset
value.  (See "Investment Minimums and Fund Numbers" for a listing of the
funds.)
 
 
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE                              SALES CHARGE AS                 DEALER             
AT THE OFFERING PRICE                           PERCENTAGE OF THE:              CONCESSION         
                                                                                AS PERCENTAGE      
                                                                                OF THE             
                                                                                OFFERING           
                                                                                PRICE              
 
<S>                                             <C>             <C>             <C>                
                                                NET AMOUNT      OFFERING                           
                                                INVESTED        PRICE                              
STOCK AND STOCK/BOND FUNDS                                                                         
Less than $50,000                               6.10%           5.75%                              
                                                                                5.00%              
$50,000 but less than $100,000                  4.71            4.50                               
                                                                                3.75               
BOND FUNDS                                                                                         
Less than $25,000                               4.99            4.75                               
                                                                                4.00               
$25,000 but less than $50,000                   4.71            4.50                               
                                                                                3.75               
$50,000 but less than $100,000                  4.17            4.00                               
                                                                                3.25               
STOCK, STOCK/BOND, AND BOND FUNDS                                                                  
$100,000 but less than $250,000                 3.63            3.50                               
                                                                                2.75               
$250,000 but less than $500,000                 2.56            2.50                               
                                                                                2.00               
$500,000 but less than $1,000,000               2.04            2.00                               
                                                                                1.60               
$1,000,000 or more                              none            none            (see below)        
</TABLE>
 
 
 
Commissions of up to 1% will be paid to dealers who initiate and are
responsible for purchases of $1 million or more, for purchases by any
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the 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. 
 
American Funds Distributors, at its expense (from a designated percentage of
its income), will, during calendar year 1997, provide additional compensation
to dealers. Currently these payments are limited to the top one hundred dealers
who have sold shares of the fund or other funds in The American Funds Group.
These payments will be based on a pro rata share of a qualifying dealer's
sales. American Funds Distributors will, on an annual basis, determine the
advisability of continuing these payments.
 
Any employer-sponsored 403(b) plan or defined contribution plan qualified under
Section 401(a) of the Internal Revenue Code including a "401(k)" plan with 200
or more eligible employees or any other purchaser investing at least $1 million
in shares of the fund (or in combination with shares of other funds in The
American Funds Group other than the money market funds) may purchase shares at
net asset value; however, a contingent deferred sales charge of 1% is imposed
on certain redemptions made within twelve months of the purchase. Investments
by retirement plans, foundations or endowments with $50 million or more in
assets may be made with no sales charge and are not subject to a contingent
deferred sales charge. (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.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.
 
NET ASSET VALUE PURCHASES - The stock, stock/bond and bond funds may sell
shares at net asset value to: (1) current or retired directors, trustees,
officers and advisory board members of the funds managed by Capital Research
and Management Company, employees of Washington Management Corporation,
employees and partners of The Capital Group Companies, Inc. and its affiliated
companies, certain family members of the above persons, and trusts or plans
primarily for such persons; (2) current registered representatives, retired
registered representatives with respect to accounts established while active,
or full-time employees (and their spouses, parents, and children) of dealers
who have sales agreements with American Funds Distributors (or who clear
transactions through such dealers) and plans for such persons or the dealers;
(3) companies exchanging securities with the fund through a merger, acquisition
or exchange offer; (4) trustees or other fiduciaries purchasing shares for
certain retirement plans of organizations with retirement plan assets of $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. 
 
STATEMENT OF INTENTION -  The reduced sales charges and offering prices set
forth in the prospectus apply to purchases of $50,000 or more made within a
13-month period subject to a statement of intention (the "Statement").  The
Statement is not a binding obligation to purchase the indicated amount.  When a
shareholder elects to utilize a Statement in order to qualify for a reduced
sales charge, shares equal to 5% of the dollar amount specified in the
Statement will be held in escrow in the shareholder's account out of the
initial purchase (or subsequent purchases, if necessary) by the Transfer Agent. 
All dividends and any capital gain distributions on shares held in escrow will
be credited to the shareholder's account in shares (or paid in cash, if
requested).  If the intended investment is not completed within the specified
13-month period, the purchaser will remit to the Principal Underwriter the
difference between the sales charge actually paid and the sales charge which
would have been paid if the total of such purchases had been made at a single
time.  If the difference is not paid within 45 days after written request by
the Principal Underwriter or the securities dealer, the appropriate number of
shares held in escrow will be redeemed to pay such difference.  If the proceeds
from this redemption are inadequate, the purchaser will be liable to the
Principal Underwriter for the balance still outstanding.  The Statement may be
revised upward at any time during the 13-month period, and such a revision will
be treated as a new Statement, except that the 13-month period during which the
purchase must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.  Existing holdings
eligible for rights of accumulation (see the prospectus and account
application) may be credited toward satisfying the Statement.  During the
Statement period reinvested dividends and capital gain distributions,
investments in money market funds, and investments made under a right of
reinstatement will not be credited toward satisfying the Statement.
 
In the case of purchase orders by the trustees of certain retirement plans by
payroll deduction, the sales charge for the investments made during the
13-month period will be handled as follows:  The regular monthly payroll
deduction investment will be multiplied by 13 and then multiplied by 1.5.  The
current value of existing American Funds investments (other than money market
fund investments) and any rollovers or transfers reasonably anticipated to be
invested in non-money market American Funds during the 13-month period are
added to the figure determined above.  The sum is the Statement amount and
applicable breakpoint level.  On the first investment and all other investments
made pursuant to the Statement, a sales charge will be assessed according to
the sales charge breakpoint thus determined.  There will be no retroactive
adjustments in sales charges on investments previously made during the 13-month
period.
 
Shareholders purchasing shares at a reduced sales charge under a Statement
indicate their acceptance of these terms with their first purchase.
 
AGGREGATION - Sales charge discounts are available for certain aggregated
investments. Qualifying investments include those by you, your spouse and your
children under the age of 21, if all parties are purchasing shares for their
own account(s), which may include purchases through employee benefit plan(s)
such as an IRA, individual-type 403(b) plan or single-participant Keogh-type
plan or by a business solely controlled by these individuals (for example, the
individuals own the entire business) or by a trust (or other fiduciary
arrangement) solely for the benefit of these individuals. Individual purchases
by a trustee(s) or other fiduciary(ies) may also be aggregated if the
investments are (1) for a single trust estate or fiduciary account, including
an employee benefit plan other than those described above, or (2) made for two
or more employee benefit plans of a single employer or of affiliated employers
as defined in the Investment Company Act of 1940, again excluding employee
benefit plans described above, or (3) for a diversified common trust fund or
other diversified pooled account not specifically formed for the purpose of
accumulating fund shares. Purchases made for nominee or street name accounts
(securities held in the name of an investment dealer or another nominee such as
a bank trust department instead of the customer) may not be aggregated with
those made for other accounts and may not be aggregated with other nominee or
street name accounts unless otherwise qualified as described above.
 
PRICE OF SHARES - Purchases of shares are made at the offering price next
determined after the purchase order is received by the fund or American Funds
Service Company; this offering price is effective for orders received prior to
the time of determination of the net asset value and, in the case of orders
placed with dealers, accepted by the Principal Underwriter prior to its close
of business.  In the case of orders sent directly to the fund or American Funds
Service Company, an investment dealer MUST be indicated.  The dealer is
responsible for promptly transmitting purchase orders to the Principal
Underwriter.  Orders received by the investment dealer, the Transfer Agent, or
the fund after the time of the determination of the net asset value will be
entered at the next calculated offering price.  Prices which appear in the
newspaper are not always indicative of prices at which you will be purchasing
and redeeming shares of the fund since such prices generally reflect the
previous day's closing price whereas purchases and redemptions are made at the
next calculated price.
 
The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York Time) each day the New York Stock Exchange is
open.  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 a national
securities exchange (or reported on the NASDAQ national market) and securities
traded in the over-the- counter market are stated at the last reported sales
price on the day of valuation; other securities and securities for which no
sale was reported on that date, are stated at the last quoted bid price. 
 
     Non-convertible bonds and debentures, and other long-term debt securities
normally 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.
 
     U.S. Treasury bills, and other short-term obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, certificates of
deposit issued by banks, corporate short-term notes and other short-term
investments with original or remaining maturities in excess of 60 days are
valued at the mean of representative quoted bid and asked prices for such
securities or, if such prices are not available, for securities of comparable
maturity, quality and type.  Short-term securities with 60 days or less to
maturity are amortized to maturity based on their cost to the fund if acquired
within 60 days of maturity or, if already held by the fund on the 60th day,
based on the value determined on the 61st day.  Other securities are valued on
the basis of last sale or bid prices in what is, in the opinion of the
Investment 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 Valuation Committee of 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
fund.  The Principal Underwriter will not knowingly sell shares directly or
indirectly, or through a unit investment trust to any other investment company,
person or entity, where, after the sale, such investment company, person, or
entity would own beneficially directly, indirectly, or through an investment
trust more than 3% of the outstanding shares of the fund without the consent of
a majority of the fund's Directors.
 
 
                              REDEEMING SHARES
 
<TABLE>
<CAPTION>
<S>                                     <C>                                                             
By writing to American Funds            Send a letter of instruction specifying the name of             
Service Company (at the                 the fund, the number of shares or dollar amount to be           
appropriate address indicated           sold, your name and account number.  You should also            
under "Fund Organization and            enclose any share certificates you wish to redeem.              
Management - Principal                  For redemptions over $50,000 and for certain                    
Underwriter and Transfer Agent"         redemptions of $50,000 or less (see below), your                
in the prospectus)                      signature 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.  You should verify with the              
                                        institution that it is an eligible guarantor prior to           
                                        signing.  Additional documentation may be required              
                                        for redemption of shares held in corporate,                     
                                        partnership or fiduciary accounts.  Notarization by a           
                                        Notary Public is not an acceptable signature                    
                                        guarantee.                                                      
 
By contacting your investment           If you redeem shares through your investment dealer,            
dealer                                  you may be charged for this service.  SHARES HELD FOR           
                                        YOU IN YOUR INVESTMENT DEALER'S STREET NAME MUST BE             
                                        REDEEMED THROUGH THE DEALER.                                    
 
You may have a redemption               You may use this option, provided the account is                
check sent to you by using              registered in the name of an individual(s), a                   
American FundsLine(r) or by             UGMA/UTMA custodian, or a non-retirement plan trust.            
telephoning, faxing, or                 These redemptions may not exceed $10,000 per day, per           
telegraphing American Funds             fund account and the check must be made payable to              
Service Company (subject to the         the shareholder(s) of record and be sent to the                 
conditions noted in this section        address of record provided the address has been used            
and in "Telephone Purchases,            with the account for at least 10 days.  See "Fund               
Sales and Exchanges" in the             Organization and Management - Principal Underwriter             
prospectus)                             and Transfer Agent" in the prospectus and "Exchange             
                                        Privilege" below for the appropriate telephone or fax           
                                        number.                                                         
 
In the case of the money                Upon request (use the account application for the               
market funds, you may have              money market funds) you may establish telephone                 
redemptions wired to your               redemption privileges (which will enable you to have            
bank by telephoning American            a redemption sent to your bank account) and/or check            
Funds Service Company ($1,000 or        writing privileges.  If you request check writing               
more) or by writing a check             privileges, you will be provided with checks that you           
($250 or more)                          may use to draw against your account.  These checks             
                                        may be made payable to anyone you designate and must            
                                        be signed by the authorized number of registered                
                                        shareholders exactly as indicated on your checking              
                                        account signature card.                                         
 
</TABLE>
 
 
 
A SIGNATURE GUARANTEE IS NOT CURRENTLY REQUIRED FOR ANY REDEMPTION OF $50,000
OR LESS PROVIDED THE REDEMPTION CHECK IS MADE PAYABLE TO THE REGISTERED
SHAREHOLDER(S) AND IS MAILED TO THE ADDRESS OF RECORD, PROVIDED THE ADDRESS HAS
BEEN USED WITH THE ACCOUNT FOR AT LEAST 10 DAYS.
 
CONTINGENT DEFERRED SALES CHARGE - A contingent deferred sales charge of 1%
applies to certain redemptions made within twelve months of purchase on
investments of $1 million or more and on any investment made with no initial
sales charge by any employer-sponsored 403(b) plan or defined contribution plan
qualified under Section 401(a) of the 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 redemptions resulting from participant-directed switches
among investment options within a participant-directed employer-sponsored
retirement plan; for distributions from 403(b) plans or IRAs due to death,
disability or attainment of age 591/2; for tax-free returns of excess
contributions to IRAs; for redemptions through certain automatic withdrawals
not exceeding 10% of the amount that would otherwise be subject to the charge;
and for redemptions in connection with loans made by qualified retirement
plans.
 
REDEMPTIONS - The fund's Certificate of Incorporation permits the fund to
direct the Transfer Agent to redeem the Common shares owned by any holder of
capital stock of the fund 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 fund's current registration statement under
the 1940 Act, and subject to such further terms and conditions as the Board of
Directors of the fund may from time to time adopt.  Prior notice of at least 60
days will be given to a shareholder before the involuntary redemption provision
is made effective with respect to the shareholder's account.  The shareholder
will have not less than 30 days from the date of such notice within which to
bring the account up to the minimum determined as set forth above.
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
AUTOMATIC INVESTMENT PLAN - The automatic investment plan enables shareholders
to make regular monthly or quarterly investments in shares through automatic
charges to their bank accounts.  With shareholder authorization and bank
approval, the Transfer Agent will automatically charge the bank account for the
amount specified ($50 minimum), which will be automatically invested in shares
at the offering price on or about the dates you select.  Bank accounts will be
charged on the day or a few days before investments are credited, depending on
the bank's capabilities, and shareholders will receive a confirmation statement
at least quarterly.  Participation in the plan will begin within 30 days after
receipt of the account application.  If the shareholder's bank account cannot
be charged due to insufficient funds, a stop-payment order or closing of the
account, the plan may be terminated and the related investment reversed.  The
shareholder may change the amount of the investment or discontinue the plan at
any time by writing to the Transfer Agent.
 
AUTOMATIC REINVESTMENT  - Dividends and capital gain distributions are
reinvested in additional shares at no sales charge unless you indicate
otherwise on the account application.  You also may elect to have dividends
and/or capital gain distributions paid in cash by informing the fund, American
Funds Service Company or your investment dealer.
 
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS - A shareholder in one fund
may elect to cross-reinvest dividends or dividends and capital gain
distributions paid by that fund (the paying fund) into any other fund in The
American Funds Group (the "receiving fund") subject to the following
conditions: (i) the aggregate value of the shareholder's account(s) in the
paying fund(s) must equal or exceed $5,000 (this condition is waived if the
value of the account in the receiving fund equals or exceeds that fund's
minimum initial investment requirement), (ii) as long as the value of the
account in the receiving fund is below that fund's minimum initial investment
requirement, dividends and capital gain distributions paid by the receiving
fund must be automatically reinvested in the receiving fund, and (iii) if this
privilege is discontinued with respect to a particular receiving fund, the
value of the account in that fund must equal or exceed the fund's minimum
initial investment requirement or the fund shall have the right, if the
shareholder fails to increase the value of the account to such minimum within
90 days after being notified of the deficiency, automatically to redeem the
account and send the proceeds to the shareholder.  These cross-reinvestment of
dividends and capital gain distributions will be at net asset value (without
sales charge).
 
EXCHANGE PRIVILEGE - You may exchange shares into other funds in The American
Funds Group. Exchange purchases are subject to the minimum investment
requirements of the fund purchased and no sales charge generally applies.
However, exchanges of shares from the money market funds are subject to
applicable sales charges on the fund being purchased, unless the money market
fund shares were acquired by an exchange from a fund having a sales charge, or
by reinvestment or cross-reinvestment of dividends or capital gain
distributions.
 
You may exchange shares by writing to American Funds Service Company (see
"Redeeming Shares"), by contacting your investment dealer, by using American
FundsLine(r) (see "American FundsLine(r)" below), or by telephoning
800/421-0180 toll-free, faxing (see "Principal Underwriter and Transfer Agent" 
in the prospectus for the appropriate fax numbers) or telegraphing American
Funds Service Company. (See "Telephone Redemptions and Exchanges" below.)
Shares held in corporate-type retirement plans for which Capital Guardian Trust
Company serves as trustee may not be exchanged by telephone, fax or telegraph.
Exchange redemptions and purchases are processed simultaneously at the share
prices next determined after the exchange order is received. (See "Purchase of
Shares--Price of Shares.") THESE TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS
ORDINARY SALES AND PURCHASES.
 
AUTOMATIC EXCHANGES - You may automatically exchange shares (in amounts of $50
or more) among any of the funds in The American Funds Group on any day (or
preceding business day if the day falls on a non-business day) of each month
you designate. You must either meet the minimum initial investment requirement
for the receiving fund OR the originating fund's balance must be at least
$5,000 and the receiving fund's minimum must be met within one year.
 
AUTOMATIC WITHDRAWALS -  Withdrawal payments are not to be considered as
dividends, yield or income.  Automatic investments may not be made into a
shareholder account from which there are automatic withdrawals.  Withdrawals of
amounts exceeding reinvested dividends and distributions and increases in share
value would reduce the aggregate value of the shareholder's account.  The
Transfer Agent arranges for the redemption by the company of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
 
ACCOUNT STATEMENTS - Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments and dividend reinvestments, will be reflected on regular
confirmation statements from American Funds Service Company. Purchases through
automatic investment plans and certain retirement plans will be confirmed at
least quarterly.
 
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 TouchTonet
telephone.  Redemptions and exchanges through American FundsLine(r) are subject
to the conditions noted above and in "Telephone Redemptions and Exchanges"
below. You will need your fund number (see the list of funds in The American
Funds Group under "Purchase of Shares--Investment Minimums and Fund Numbers"),
personal identification number (the last four digits of your Social Security
number or other tax identification number associated with your account) and
account number.
 
TELEPHONE REDEMPTIONS AND EXCHANGES - By using the telephone (including
American FundsLine(r)), fax or telegraph redemption and/or exchange options,
you agree to hold the fund, American Funds Service Company, any of its
affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from
any losses, expenses, costs or liability (including attorney fees) which may be
incurred in connection with the exercise of these privileges. Generally, all
shareholders are automatically eligible to use these options. However, you may
elect to opt out of these options by writing American Funds Service Company
(you may also reinstate them at any time by writing American Funds Service
Company). If American Funds Service Company does not employ reasonable
procedures to confirm that the instructions received from any person with
appropriate account information are genuine, the fund may be liable for losses
due to unauthorized or fraudulent instructions. In the event that shareholders
are unable to reach the fund by telephone because of technical difficulties,
market conditions, or a natural disaster, redemption and exchange requests may
be made in writing only.
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
   
Orders for the fund's portfolio securities transactions are placed by the
Investment Adviser.  The Investment Adviser strives to obtain the best
available prices in its portfolio transactions taking into account the costs
and promptness of executions.  When circumstances relating to a proposed
transaction indicate that a particular broker (either directly or through its
correspondent clearing agent) is in a position to obtain the best price and
execution, the order is placed with that broker. This may or may not be a
broker who has provided investment research, statistical, or other related
services to the Investment Adviser or has sold shares of the fund or other
funds served by the Investment Adviser.  The fund does not consider that it has
an obligation to obtain the lowest available commission rate to the exclusion
of price, service and qualitative considerations.  Subject to the above policy,
when two or more borkers are in a position to offer comparable prices and
executions, preference may be given to brokers who have sold shares of the fund
or have provided investment research, statistical, and other related services
for the benefit of the fund and/or other funds served by the Investment
Adviser.    
 
There are occasions on which portfolio transactions for the fund may be
executed as part of concurrent authorizations to purchase or sell the same
security for other funds served by the Investment Adviser, or for trusts or
other accounts served by affiliated companies of the Investment Adviser. 
Although such concurrent authorizations potentially could be either
advantageous or disadvantageous to the fund, they are effected only when the
Investment Adviser believes that to do so is in the interest of the fund.  When
such concurrent authorizations occur, the objective is to allocate the
executions in an equitable manner.  The fund will not pay a mark-up for
research in principal transactions.
 
As of the end of the fund's most recent fiscal year, amounts held in certain
equity securities of J.P. Morgan Company, Inc. in the amount of $234,300,000.
 
Brokerage commissions paid on portfolio transactions, excluding dealer
concessions on underwritings, for the years ended December 31, 1996, 1995, and
1994 amounted to $11,978,000, $11,505,000 and $8,244,000, respectively.
 
                              GENERAL INFORMATION
 
CUSTODIAN OF ASSETS - Securities and cash owned by the fund, including proceeds
from the sale of shares of the fund and of securities in the fund's portfolio,
are held by The Chase Manhattan Bank, 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.
 
TRANSFER AGENT - American Funds Service Company, a wholly owned subsidiary of
the Investment Adviser, maintains the records of each shareholder's account,
processes purchases and redemptions of the fund's shares, acts as dividend and
capital gain distribution disbursing agent, and performs other related
shareholder service functions.  American Funds Service Company was paid a fee
of $21,426,000 for the fiscal year ended December 31, 1996.
 
INDEPENDENT ACCOUNTANTS - Price Waterhouse LLP, 400 South Hope Street, Los
Angeles, CA  90071, has served as the fund'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 fund's independent accountant is reviewed and determined
annually by the Board of Directors.
 
REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on December 31. 
Shareholders are provided at least semi-annually with reports showing the
investment portfolio and financial statements audited annually by the fund'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.  You may obtain a summary of
the personal investing policy by contacting the Secretary of the fund.
 
REMOVAL OF DIRECTORS BY SHAREHOLDERS - At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of
removed directors.  The fund has made an undertaking, at the request of the
staff of the Securities and Exchange Commission, to apply the provisions of
section 16(c) of the 1940 Act with respect to the removal of directors as
though the fund were a common-law trust.  Accordingly, the Directors of the
fund shall promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any director when requested in writing to do so
by the record holders of not less than 10% of the outstanding shares.
 
THE WARRANTS OF THE FUND - On December 31, 1996, there were outstanding  38,208
option warrants, unlimited in time, to purchase shares of the fund.  As
originally issued in 1933 in exchange for shares of a predecessor trust, each
warrant permitted the purchase of one share of the fund 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 838,283 shares would be issued.  Whenever the offering price of
the fund'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 fund.
 
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, 1996                    
 
<S>                                                                             <C>              
                                                                        
 
Net asset value and redemption price per share . . . . . . . . . . . . . . .    $24.23           
(Net assets divided by shares outstanding)                              
 
Maximum offering price per share . . . . . . . . . . . . . . . . . . . . . .    $25.71           
(100/94.25 of net asset value per share, which                          
takes into account the fund's current maximum                           
sales charge)                                                           
 
</TABLE>
 
 
                               INVESTMENT RESULTS
 
The fund's yield is 1.90% based on a 30-day (or one month) period ended
December 31, 1996, computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last
day of the period, according to the following formula:
 
 YIELD = 2[( a-b/cd + 1)/6/ -1]
 
Where: a = dividends and interest earned during the period.
 
  b = expenses accrued for the period (net of reimbursements).
 
  c = the average daily number of shares outstanding during the period that
were entitled to receive dividends.
 
  d = the maximum offering price per share on the last day of the period.
 
The fund's total return over the past year and average annual total returns for
the five- and ten-year periods ending on December 31, 1996 were 12.48%, 11.93%
and 13.23%, 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 then reinvested at net asset value
on the reinvestment date determined by the Board of Directors. The sum of the
initial shares purchased and shares acquired through reinvestment is multiplied
by the net asset value per share as of the end of the period in order to
determine ending value.  The difference between the ending value and the
initial investment divided by the initial investment converted to a percentage
equals total return.  The resulting percentage indicates the positive or
negative investment results that an investor would have experienced from
reinvested dividends and capital gain distributions and changes in share price
during the 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 fund may also, at times, calculate total return based on net asset value
per share (rather than the offering price), in which case the figure would not
reflect the effect of any sales charges which would have been paid if shares
were purchased during the period reflected in the computation.  Consequently,
total return calculated in this manner will be higher.  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 formula stated above:  (1) deduction of the maximum sales load of
5.75% from the $1,000 initial investment; (2) reinvestment of dividends and
distributions at net asset value on the reinvestment date determined by the
Board; and (3) a complete redemption at the end of any period illustrated.  In
addition, the company will provide lifetime average total return figures.
 
The fund may also calculate a distribution rate on a taxable and tax equivalent
basis.  The distribution rate is computed by dividing the dividends paid by the
fund over the last 12 months by the sum of the month-end net asset value or
maximum offering price and the capital gains paid over the last 12 months.  The
distribution rate may differ from the yield.
 
The fund may include information on its investment results and/or comparisons
of its investment results to various unmanaged indices (such as The Dow Jones
Average of 30 Industrial Stocks and The Standard & 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 fund 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 fund 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 fund 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 January 1, 1967 (127 in all), those funds have
had better total returns than the Standard & Poor's 500 Composite Stock Index
in 91 of the 127 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
fund's prospectus.  The fund's results will vary from time to time depending
upon market conditions, the composition of the fund's portfolio and operating
expenses of the fund, so that any investment results reported by the fund
should not be considered representative of what an investment in the fund may
earn in any future period.  These factors and possible differences in
calculation methods should be considered when comparing the fund's investment
results with those published for other mutual funds, other investment vehicles
and unmanaged indices.  The fund's results also should be considered relative
to the risks associated with the fund's  investment objectives and policies.
 
 
 The investment results set forth below were calculated as described in the
fund'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>                
                                                                                       
 
1987 - 1996       +246%         +366%          +314%                +   67%            
 
1986 - 1995       +253          +360           +299                 +   71             
 
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                + 126              
 
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            
(1/1/87 - 12/31/96)   (1/1/77 - 12/31/96)  (1/1/67 - 12/31/96)   (1/1/57 -12/31/96)   
$ 3,464               $ 15,696             $ 35,224              $ 104,862           
 
</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            
(1/1/87 - 12/31/96)    (1/1/77 - 12/31/96)    (1/1/67 - 12/31/96)    (1/1/57 - 12/31/96)   
$ 12,518               $ 68,669               $ 202,951              $588,610            
 
</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            
(1/1/92 - 12/31/96)     (1/1/87 - 12/31/96)     (1/1/77 - 12/31/96)     (1/1/67 - 12/31/96)   
$ 14,931                $ 43,145                $ 243,989               $ 743,385           
 
</TABLE>
 
 
 
 
 SEE THE DIFFERENCE TIME CAN MAKE IN AN INVESTMENT PROGRAM...
 
<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, 1996   
                                                         Value                   
 
<S>                             <C>                     <C>                      
                                                                                 
1                                    1996               $  11,248       
2                               1995 - 1996              14,692                  
3                               1994 - 1996              14,718                  
4                               1993 - 1996              16,428                  
5                               1992 - 1996              17,571                  
6                               1991 - 1996              22,233                  
7                               1990 - 1996              22,390                  
8                               1989 - 1996              28,973                  
9                               1988 - 1996              32,837                  
10                              1987 - 1996              34,635                  
11                              1986 - 1996              42,162                  
12                              1985 - 1996              56,229                  
13                              1984 - 1996              59,959                  
14                              1983 - 1996              72,079                  
15                              1982 - 1996              96,377                  
16                              1981 - 1996              97,242                  
17                              1980 - 1996              117,886                 
18                              1979 - 1996              140,542                 
19                              1978 - 1996              161,104                 
20                              1977 - 1996              156,967                 
21                              1976 - 1996              203,418                 
22                              1975 - 1996              275,611                 
23                              1974 - 1996              226,070                 
24                              1973 - 1996              188,079                 
25                              1972 - 1996              217,887                 
26                              1971 - 1996              255,017                 
27                              1970 - 1996              261,539                 
28                              1969 - 1996              233,672                 
29                              1968 - 1996              273,301                 
30                              1967 - 1996              352,256                 
                                                                                 
</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, 1996)
 
<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              57,286               2,180,610                           
1995      450,124               20,578,696              61,704               2,779,658                           
1996      480,065               24,560,540/b/           64,313               3,247,852/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 $5,443,410 in reinvested
dividends) was $5,453,410.  Total value includes reinvested dividends and
capital gain distributions totaling $7,538,420 taken in shares in the years
1936-1996.
 
/c/ Capital Value includes capital gain distributions taken in shares (total
$1,362,646) but does not include the amount of dividends received in cash
($997,850).
<PAGE>
<TABLE>
<S>                                           <C>
INVESTMENT PORTFOLIO - December  31, 1996
 
- ------------------------------------------       ----------
                                                 Percent of
Largest Investment Categories                    Net Assets
- ------------------------------------------       ----------
Services                                              18.01%
Finance                                               17.77
Consumer Goods                                        17.27
 
- ------------------------------------------       ----------
                                                 Percent of
Largest Individual Holdings                      Net Assets
- ------------------------------------------       ----------
Philip Morris                                          3.79%
Federal National Mortgage Assn.                        2.88
Royal Dutch Petroleum                                  2.08
DuPont                                                 1.68
Caterpillar                                            1.57
AT&T                                                   1.42
Wal-Mart Stores                                        1.36
Intel                                                  1.31
Pfizer                                                 1.29
BankAmerica                                            1.24
 
- ------------------------------------------       ----------
                                                 Percent of
Largest Industry Holdings                        Net Assets
- ------------------------------------------       ----------
Banking                                               10.04%
Energy Sources                                         7.72
Health & Personal Care                                 6.66
Beverages & Tobacco                                    6.06
Telecommunications                                     5.53
- ------------------------------------------       ----------
 
 
- ------------------------------------------
Companies Whose Equity-Type Securities Were
Added to or Eliminated from the Portfolio
- ------------------------------------------
 
Companies appearing in the portfolio
 since June 30, 1996
- ------------------------------------------
Air Products and Chemicals
Bank of New York
Broken Hill Proprietary
Digital Equipment
Exxon
First Data
Halliburton
McDonnell Douglas
Microsoft
Norwest
Toronto-Dominion Bank
Union Electric
 
Companies eliminated from the portfolio
 since June 30, 1996
- ------------------------------------------
Amgen
Bethlehem Steel
Dow Jones
Deutsche Bank
Great Lakes Chemical
Hanson
Hilton Hotels
Motorola
Pacific Gas and Electric
Tandy
</TABLE>
 
<TABLE>
<S>                                                     <C>            <C>             <C>
THE INVESTMENT COMPANY OF AMERICA
INVESTMENT PORTFOLIO, December 31, 1996
- ------------------------------------------
 
 
Equity-Type Securities                                                          Market    Percent
- ------------------------------------------                   Number of           Value     of Net
Energy                                                          Shares      (millions)     Assets
- ------------------------------------------                   ---------       ---------     ------
Energy Sources-7.72%
Amoco Corp.                                                  3,050,000     $   245.525        .79
Atlantic Richfield Co.                                         925,000         122.563        .40
British Petroleum Co. PLC (American Depositary
 Receipts)                                                     508,871          71.942        .23
Broken Hill Proprietary Co. Ltd.                             1,568,107          22.320        .07
Chevron Corp.                                                1,950,000         126.750        .41
Exxon Corp.                                                    500,000          49.000        .16
Murphy Oil Corp.                                             2,075,000         101.156        .33
Phillips Petroleum Co.                                       3,350,000         148.238        .48
Royal Dutch Petroleum Co.
 (New York Registered Shares)                                3,755,000         641.166       2.08
Societe Nationale Elf Aquitaine (American
 Depositary Receipts)                                        3,000,000         135.750        .44
Texaco Inc.                                                  1,200,000         117.750        .38
TOTAL, Class B                                               1,359,340         110.656        .00
TOTAL, Class B (American Depositary Receipts)                1,851,501          74.523        .60
Union Pacific Resources Group, Inc.                          1,973,988          57.739        .19
Unocal Corp.                                                 4,800,000         195.000        .62
USX-Marathon Group                                           7,000,000         167.125        .54
 
Utilities: Electric & Gas-0.81%
American Electric Power Co., Inc.                            1,000,000          41.125        .13
El Paso Natural Gas Co.                                        346,425          17.494        .06
Entergy Corp.                                                  500,000          13.875        .04
GPU, Inc. (formerly General Public Utilities Corp.)          1,475,000          49.597        .16
Houston Industries Inc.                                      1,500,000          33.938        .11
Long Island Lighting Co.                                     3,275,000          72.459        .23
Union Electric Co.                                             550,000          21.175        .08
                                                                             ---------  ---------
                                                                             2,636.866       8.53
                                                                             ---------  ---------
- ------------------------------------------
Materials                                                                                     .00
- ------------------------------------------
Chemicals-2.58%                                                                               .00
Air Products and Chemicals, Inc.                             1,935,000         133.757        .43
E.I. du Pont de Nemours and Co.                              5,500,000         519.063       1.68
Eastman Chemical Co.                                           550,000          30.388        .10
Hoechst AG                                                     700,000          33.088        .11
Imperial Chemical Industries PLC
 (American Depositary Receipts)                                100,000           5.200        .02
Monsanto Co.                                                 1,950,000          75.806        .24
 
Forest Products & Paper-2.24%
Georgia-Pacific Corp.                                        4,018,900         289.361        .94
International Paper Co.                                      1,500,000          60.563        .20
Louisiana-Pacific Corp.                                      2,650,000          55.981        .18
Union Camp Corp.                                               705,000          33.664        .11
Weyerhaeuser Co.                                                5300000        251.087        .81
 
Metals: Nonferrous-1.61%
Alcan Aluminium Ltd.                                         1,000,000          33.625        .11
Aluminum Co. of America                                      4,100,000         261.375        .85
Freeport-McMoRan Copper & Gold Inc., Class B                 1,200,000          35.850        .12
Inco Ltd.                                                    1,700,000          54.188        .18
Phelps Dodge Corp.                                             900,000          60.750        .19
WMC Ltd.                                                     8,427,228          53.081        .16
 
Metals: Steel-0.29%
USX-U.S. Steel Group                                         2,900,000          90.987        .29
 
                                                                             ---------     ------
                                                                             2,077.814       6.72
                                                                             ---------     ------
- ------------------------------------------
Capital Equipment
- ------------------------------------------
Aerospace & Military Technology-1.90%
Boeing Co.                                                     660,000          70.208        .23
General Motors Corp., Class H                                3,682,800         207.157        .67
Litton Industries, Inc./1/                                     650,000          30.956        .10
McDonnell Douglas Corp.                                        700,000          44.800        .15
Northrop Grumman Corp.                                         470,000          38.893        .13
Raytheon Co.                                                 1,700,000          81.812        .26
Sundstrand Corp.                                             1,250,000          53.125        .17
United Technologies Corp.                                      920,000          60.720        .19
 
Data Processing & Reproduction-2.92%
Cisco Systems, Inc./1/                                       1,200,000          76.350        .25
Digital Equipment Corp./1/                                   2,050,000          74.569        .24
Hewlett-Packard Co.                                          3,000,000         150.750        .49
International Business Machines Corp.                        1,135,000         171.385        .56
Microsoft Corp./1/                                             400,000          33.050        .11
Oracle Corp./1/                                              5,000,000         208.750        .68
Tandem Computers Inc./1/                                     1,225,000          16.844        .05
Xerox Corp.                                                  3,210,000         168.926        .54
 
Electrical & Electronic-1.03%
Alcatel Alsthom                                                508,173          40.858        .13
General Electric Co.                                           800,000          79.100        .26
Lucent Technologies Inc.                                     3,450,000         159.562        .52
Northern Telecom Ltd.                                          600,000          37.125        .12
 
Electronic Components-2.07%
Intel Corp.                                                  3,100,000         405.906       1.31
Texas Instruments Inc.                                       3,670,000         233.963        .76
 
Energy Equipment-2.07%
Baker Hughes Inc.                                            2,638,000          91.011        .29
Halliburton Co.                                              1,400,000          84.350        .27
Schlumberger Ltd.                                            3,450,000         344.569       1.12
Western Atlas Inc./1/                                        1,700,000         120.487        .39
 
Industrial Components-0.69%
Dana Corp.                                                   1,721,500          56.164        .18
Goodyear Tire & Rubber Co.                                     900,000          46.237        .15
Rockwell International Corp./1/                              1,815,000         110.488        .36
 
Machinery & Engineering-3.99%
Caterpillar Inc.                                             6,445,500         485.024       1.57
Cummins Engine Co., Inc./2/                                  1,041,800          47.923
Cummins Engine Co., Inc./2/,/3/                                958,200          44.077        .30
Deere & Co.                                                  8,000,000         325.000       1.05
Ingersoll-Rand Co.                                           1,600,000          71.200        .23
Mannesmann AG                                                  420,000         182.146        .59
Newport News Shipbuilding Inc./1/                              745,000          11.175        .04
Parker Hannifin Corp.                                        1,640,000          63.550        .21
 
                                                                             ---------     ------
                                                                             4,528.210      14.67
                                                                             ---------     ------
 
- ------------------------------------------
Consumer Goods
- ------------------------------------------
Appliances & Household Durables-0.18%
Philips Electronics NV                                         116,700           4.731
Philips Electronics NV (New York Registered Shares)          1,283,300          51.332        .18
 
 
Automobiles-1.65%
Chrysler Corp.                                               2,000,000          66.000        .21
Daimler-Benz AG /1/                                            800,000          55.136        .18
Ford Motor Co., Class A                                      6,000,000         191.250        .62
General Motors Corp.                                         2,625,000         146.344        .47
Toyota Motor Corp.                                           1,760,000          50.590        .17
 
Beverages & Tobacco-6.06%
Anheuser-Busch Companies, Inc.                               2,063,000          82.520        .27
PepsiCo, Inc.                                                5,700,000         166.725        .54
Philip Morris Companies Inc.                                10,400,000       1,171.300       3.79
RJR Nabisco Holdings Corp.                                   5,400,000         183.600        .59
Seagram Co. Ltd.                                             6,850,000         265.438        .87
 
Food & Household Products-2.39%
Archer Daniels Midland Co.                                   3,870,000          85.140        .28
ConAgra, Inc.                                                1,600,000          79.600        .26
CPC International Inc.                                       1,278,900          99.115        .32
General Mills, Inc.                                          1,967,800         124.709        .40
H.J. Heinz Co.                                               1,200,000          42.900        .14
Nestle SA                                                      140,000         150.302        .49
Procter & Gamble Co.                                           550,000          59.125        .19
Unilever NV (New York Registered Shares)                       555,000          97.264        .31
 
 
Health & Personal Care-6.66%
Abbott Laboratories                                          1,500,000          76.125        .25
American Home Products Corp.                                 2,500,000         146.563        .47
Avon Products, Inc.                                            600,000          34.275        .11
Bristol-Myers Squibb Co.                                     1,000,000         108.750        .35
Gillette Co.                                                   500,000          38.875        .13
Johnson & Johnson                                            2,080,000         103.480        .34
Kimberly-Clark Corp.                                         1,250,000         119.062        .39
Eli Lilly and Co.                                            3,076,300         224.570        .73
Merck & Co., Inc.                                            4,235,000         335.624       1.09
Pharmacia & Upjohn, Inc.                                     2,247,500          89.057        .29
Pfizer Inc                                                   4,800,000         397.800       1.29
Schering-Plough Corp.                                        1,846,000         119.529        .39
SmithKline Beecham PLC
 (American Depositary Receipts)                                500,000          34.000        .11
Warner-Lambert Co.                                           3,048,300         228.622        .72
 
Recreation & Other Consumer Products-0.27%
Duracell International Inc.                                    500,000          34.937        .11
Eastman Kodak Co.                                              600,000          48.150        .16
 
 
Textiles & Apparel-0.06%
VF Corp.                                                       300,000          20.250        .06
                                                                             ---------     ------
                                                                             5,332.790      17.27
                                                                             ---------     ------
 
- ------------------------------------------
Services
- ------------------------------------------
Broadcasting & Publishing-3.88%
Gannett Co., Inc.                                              480,200          35.955        .12
New York Times Co., Class A                                  3,100,000         117.800        .38
Tele-Communications, Inc., Series A,
 Liberty Media Group/1/                                      5,505,225         157.243        .51
Tele-Communications, Inc., Series A,
 TCI Group1                                                 11,392,200         148.811        .48
Time Warner Inc.                                             9,081,000         340.538       1.10
Tribune Co.                                                    350,000          27.606        .09
U S WEST Media Group/1/                                      5,185,000          95.922        .31
Viacom Inc., Class B/1/                                      7,900,000         275.512        .89
 
Business & Public Services-3.41%
Browning-Ferris Industries, Inc.                             2,275,000          59.719        .19
Cognizant Corp./1/                                             900,000          29.700        .10
Columbia/HCA Healthcare Corp.                                1,500,000          61.125        .20
Dun & Bradstreet Corp.                                         900,000          21.375        .07
Electronic Data Systems Holding Corp.                        1,772,200          76.647        .25
Federal Express Corp./1/                                     2,500,000         111.250        .36
First Data Corp.                                             2,800,000         102.200        .33
Interpublic Group of Companies, Inc.                         2,846,500         135.209        .44
Pitney Bowes Inc.                                            1,070,000          58.315        .19
United HealthCare Corp.                                      3,000,000         135.000        .44
WMX Technologies, Inc.                                       8,050,000         262.631        .84
 
Leisure & Tourism-1.50%
Walt Disney Co.                                              5,504,600         383.258       1.24
McDonald's Corp.                                             1,700,000          76.925        .26
 
Merchandising-2.28%
Limited Inc.                                                 5,475,200         100.607        .32
May Department Stores Co.                                    1,100,000          51.425        .17
J.C. Penney Co., Inc.                                        1,000,000          48.750        .16
Sears, Roebuck and Co.                                         850,000          39.206        .13
Toys 'R' Us, Inc./1/                                         1,432,600          42.978        .14
Wal-Mart Stores, Inc.                                       18,302,100         418.661       1.36
 
Telecommunications-5.53%
AirTouch Communications/1/                                   3,650,000          92.163        .30
Ameritech Corp.                                              3,780,400         229.187        .74
AT&T Corp.                                                  10,535,000         439.836       1.42
GTE Corp.                                                      150,000           6.825        .02
MCI Communications Corp.                                     9,925,000         324.423       1.05
Pacific Telesis Group                                        2,800,000         102.900        .33
SBC Communications Inc.                                        300,000          15.525        .05
Telefonos de Mexico, SA de CV, Class L
 (American Depositary Receipts)                              3,057,400         100.894        .33
U S WEST Communications Group                                4,800,000         154.800        .50
Vodafone Group PLC (American Depositary Receipts)            5,848,000         241.961        .79
 
 
Transportation: Airlines-0.46%
AMR Corp./1/                                                 1,250,000         110.156        .36
Delta Air Lines, Inc.                                          471,050          33.386        .10
 
Transportation: Rail & Road-0.95%
Conrail, Inc.                                                  727,208          72.448        .23
CSX Corp.                                                    1,800,000          76.050        .25
Norfolk Southern Corp.                                         300,000          26.250        .09
Union Pacific Corp.                                          1,975,000         118.747        .38
 
                                                                             ---------     ------
                                                                             5,559.919      18.01
                                                                             ---------     ------
- ------------------------------------------
Finance
- ------------------------------------------
Banking-10.04%
H.F. Ahmanson & Co.                                          2,500,000          81.250        .26
Banc One Corp.                                               5,000,000         215.000        .70
Bank of New York Co., Inc.                                   2,800,000          94.500        .31
BankAmerica Corp.                                            3,850,000         384.038       1.24
Bankers Trust New York Corp.                                 1,477,400         127.426        .41
Chase Manhattan Corp.                                        3,225,000         287.831        .93
Citicorp                                                     1,400,000         144.200        .47
Comerica Inc.                                                1,800,000          94.275        .31
First Chicago NBD Corp.                                      3,626,500         194.924        .63
First Union Corp.                                            3,330,000         246.420        .80
Fleet Financial Group, Inc.                                  2,750,000         137.156        .44
Great Western Financial Corp.                                2,500,000          72.500        .23
KeyCorp                                                      1,825,000          92.163        .30
J.P. Morgan & Co. Inc.                                       2,400,000         234.300        .76
National City Corp.                                          1,500,000          67.312        .22
NationsBank Corp.                                            1,200,000         117.300        .38
Norwest Corp.                                                1,200,000          52.200        .17
PNC Bank Corp.                                               3,642,000         137.030        .44
SunTrust Banks, Inc.                                           900,000          44.325        .14
Toronto-Dominion Bank                                        1,400,000          35.966        .12
U.S. Bancorp                                                 3,000,000         134.812        .44
Wachovia Corp.                                                 900,000          50.850        .16
Wells Fargo & Co.                                              200,000          53.950        .18
 
Financial Services-4.67%
American Express Co.                                           380,000          21.470        .07
Federal Home Loan Mortgage Corp.                             3,155,400         347.488       1.13
Federal National Mortgage Assn.                             23,900,000         890.275       2.88
Student Loan Marketing Assn.                                 1,950,000         181.594        .59
 
Insurance-3.06%
Aetna Inc.                                                     700,000          56.000        .18
Allstate Corp.                                               2,313,000         133.865        .43
American General Corp.                                         910,000          37.196        .12
American International Group, Inc.                           1,822,500         197.286        .64
CIGNA Corp.                                                    200,000          27.325        .09
General Re Corp.                                             1,217,800         192.108        .62
Lincoln National Corp.                                       1,050,000          55.125        .18
SAFECO Corp.                                                 2,850,000         112.397        .36
St. Paul Companies, Inc.                                     2,240,000         131.320        .44
                                                                             ---------     ------
                                                                             5,483.177      17.77
                                                                             ---------     ------
 
- ------------------------------------------
Other
- ------------------------------------------
Multi-Industry-1.62%
AlliedSignal Inc.                                            1,600,000         107.200        .35
Canadian Pacific Ltd.                                        2,000,000          53.000        .17
Minnesota Mining and Manufacturing Co.                         895,000          74.173        .24
Tenneco Inc. (new)/1/                                        3,900,000         175.988        .57
Textron Inc.                                                   948,700          89.415        .29
 
Gold Mines -0.82%
Barrick Gold Corp.                                           3,000,000          86.250        .28
Newmont Mining Corp.                                         2,500,000         111.875        .36
Placer Dome Inc.                                             2,500,000          54.375        .18
 
 
Miscellaneous-3.20%
Equity-type securities in initial period of                                           
 acquisition                                                                   988.418       3.20
                                                                             ---------     ------
                                                                             1,740.694       5.64
                                                                             ---------     ------
 
Total Equity-Type Securities (cost: $16,687.974
 million)                                                                   27,359.470      88.61
                                                                             ---------     ------
 
 
 
                                                             Principal
- ------------------------------------------                      Amount
Bonds & Notes                                               (millions)
- ------------------------------------------                   ---------
 
 
U.S. Treasuries-2.86%
4.75% August 1998                                             $300.000         294.891        .96
5.125% November 1998                                           300.000         296.016        .96
8.875% November 1998                                            25.000          26.305        .09
5.75% December 1998                                            250.000         249.415        .81
11.625% November 2004                                           10.000          13.203        .04
                                                                             ---------     ------
Total Bonds & Notes (cost: $880.360 million)                                   879.830       2.86
                                                                             ---------     ------
Total Investment Securities (cost: $17,568.334
 million)                                                                   28,239.300      91.47
                                                                             ---------     ------
- ------------------------------------------
Short-Term Securities
- ------------------------------------------
U.S. Treasuries and Other Federal Agencies-4.54%
Treasury Notes 5.75%-8.875% due 1/15-11/15/97                 $900.000         903.268       2.92
Treasury Bills 5.06%-5.07% due 4/24-5/15/97                    294.100         288.670        .94
Federal Home Loan Mortgage Corp. 5.23%-5.40%
 due 1/31-3/10/97                                               90.235          89.543        .29
Federal National Mortgage Assn. 5.20%-5.35%
 due 2/18-3/31/97                                              120.900         119.563        .39
 
Corporate Short-Term Notes-3.66%
American Express Credit Corp. 5.30%-6.75%
 due 1/2-3/11/97                                                61.350          61.128        .20
Ameritech Corp. 5.29%-5.33%
 due 1/16-2/19/97                                               91.000          90.513        .30
BellSouth Corp. 5.28%-5.32%
 due 1/21-3/11/97                                               82.800          82.234        .26
Walt Disney Co. 5.26%-5.28%
 due 1/21-3/17/97                                               80.700          80.112        .25
E.I. du Pont De Nemours and Co. 5.26%-5.28%
 due 1/7-2/13/97                                                81.700          81.463        .27
Ford Motor Credit Corp. 5.29%-5.46% due 1/6-2/11/97            117.900         117.525        .39
General Electric Capital Corp. 5.29%-6.50%
 due 1/2-1/27/97                                               113.300         113.014        .36
IBM Credit Corp. 5.28%-5.31% due 1/17-1/31/97                  132.600         132.093        .43
Lucent Technologies Inc. 5.28%-5.38%
 due 1/7-3/10/97                                                91.200          90.661        .29
Procter & Gamble Co. 5.27%-5.28%
 due 1/22-2/12/97                                               89.600          89.218        .29
Raytheon Co. 5.34%-5.39% due 1/13-1/17/97                       93.500          93.300        .30
Warner-Lambert Co. 5.30% due 1/6/97                             20.300          20.282        .07
Weyerhaeuser Co. 5.26%-5.30%
 due 1/9-2/4/97                                                 79.700          79.476        .25
 
 
Total Short-Term Securities
 (cost: $2,557.961 million)                                                  2,532.063       8.20
Excess of cash and receivables over payables                                   104.109        .33
                                                                             ---------     ------
Total Short-Term Securities, Cash and Receivables,
 Net of Payables                                                             2,636.172       8.53
                                                                           -----------  ---------
 
Net Assets                                                                 $30,875.472     100.00%
                                                                          ============  =========
 
 
/1/ Non-income-producing securities.
 
/2/ The fund owns 5.06% of the outstanding
 voting securities of Cummins Engine Co., which
 represents investment in an affiliate as
 defined in the Investment Company Act of 1940.
 
/3/ Purchased in a private placement transaction;
 resale to the public may require registration or
 sale only to qualified institutional buyers.
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
<S>                                                           <C>                   <C>
The Investment Company of America
- -----------------------------------------                             -------------        -------------
Statement of Assets and Liabilities                                                          (dollars in
at December 31, 1996                                                                           millions)
- ----------------------------------------                              -------------        -------------
Assets:
Investment securities at market
 (cost: $17,568.334)                                                                         $28,239.300
Short-term securities at market
 (cost: $2,557.961)                                                                            2,532.063
Cash                                                                                               7.457
Receivables for-
 Sales of investments                                                       $63.070
 Sales of fund's shares                                                      34.571
 Dividends and accrued interest                                              74.379              172.020
                                                                      -------------        -------------
                                                                                              30,950.840
Liabilities:
Payables for-
 Purchases of investments                                                    26.824
 Repurchases of fund's shares                                                36.112
 Management services                                                          6.519
 Accrued expenses                                                             5.913               75.368
                                                                      -------------        -------------
Net Assets at December 31, 1996-
 Equivalent to $24.23 per share on
 1,274,429,294 shares of $1 par value
 capital stock outstanding (authorized
 capital stock--2,000,000,000 shares)                                                        $30,875.472
                                                                                           =============
 
 
Statement of Operations                                                                      (dollars in
for the year ended December 31, 1996                                                           millions)
- -----------------------------------------                             -------------        -------------
Investment Income:
Income:
 Dividends                                                                 $574.293
 Interest                                                                   201.545           $  775.838
                                                                      -------------
Expenses:
 Management services fee                                                     72.350
 Distribution expenses                                                       59.604
 Transfer agent fee                                                          21.426
 Reports to shareholders                                                      2.376
 Registration statement and
  prospectus                                                                  1.405
 Postage, stationery and supplies                                             5.731
 Directors' fees                                                               .428
 Auditing and legal fees                                                       .130
 Custodian fee                                                                 .750
 Taxes (other than federal income tax)                                         .314
 Other expenses                                                                .255              164.769
                                                                      -------------        -------------
 Net investment income                                                                           611.069
                                                                                           -------------
Realized Gain and Unrealized
  Appreciation on Investments:
 Net realized gain                                                                             1,256.875
 Net increase in unrealized
  appreciation on investments                                                                  3,151.153
                                                                                           -------------
  Net realized gain and increase in
   unrealized appreciation on investments                                                      4,408.028
                                                                                           -------------
Net Increase in Net Assets Resulting
 from Operations                                                                              $5,019.097
                                                                                           =============
 
 
 
- ----------------------------------------                              -------------        -------------
Statement of Changes in Net Assets                                      (dollars in
                                                                          millions)
                                                                         Year ended
                                                                        December 31
                                                                               1996                 1995
- -----------------------------------------                             -------------        -------------
Operations:
Net investment income                                                   $   611.069          $   606.095
Net realized gain on investments                                          1,256.875            1,026.204
Net increase in unrealized
 appreciation on investments                                              3,151.153            4,320.176
                                                                      -------------        -------------
 Net increase in net assets
 resulting from operations                                                5,019.097            5,952.475
                                                                      -------------        -------------
Dividends and Distributions Paid
 to Shareholders:
Dividends from net investment income                                       (606.665)            (556.505)
Distributions from net realized
 gain on investments                                                     (1,256.817)          (1,033.686)
                                                                      -------------        -------------
 Total dividends and distributions                                       (1,863.482)          (1,590.191)
                                                                      -------------        -------------
Capital Share Transactions:
Proceeds from shares sold: 154,894,329
 and 155,130,380 shares, respectively                                     3,568.101            3,118.719
Proceeds from shares issued in reinvestment
 of net investment income dividends and
 distributions of net realized gain on
 investments: 70,957,086 and 69,096,019
 shares, respectively                                                     1,707.735            1,453.606
Cost of shares repurchased: 139,431,152
 and 127,074,306 shares, respectively                                    (3,234.297)          (2,535.884)
                                                                      -------------        -------------
 Net increase in net assets resulting from
  capital share transactions                                              2,041.539            2,036.441
                                                                      -------------        -------------
Total Increase in Net Assets                                              5,197.154            6,398.725
 
Net Assets:
Beginning of year                                                        25,678.318           19,279.593
                                                                      -------------        -------------
End of year (including undistributed
 net investment income: $281.829
 and $277.425, respectively)                                            $30,875.472          $25,678.318
                                                                      =============        =============
 
 
 
 
 
See Notes to Financial Statements
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
 
1. The Investment Company of America, Inc. (the "fund") is registered under the
Investment Company Act of 1940 as an open-end, diversified management
investment company. The fund seeks long-term growth of capital and income,
placing greater emphasis on future dividends than on current income. The
following paragraphs summarize the significant accounting policies consistently
followed by the fund in the preparation of its financial statements:
 
 Equity-type securities traded on a national securities exchange (or reported
on the NASDAQ national market) and securities traded in the over-the-counter
market are stated at the last reported sales price on the day of valuation;
other securities, and securities for which no sale was reported on that date,
are stated at the last quoted bid price.
 
 Nonconvertible 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 prices for securities of comparable maturity, quality and
type.
 
 Securities for which market quotations are not readily available are valued at
fair value by the Board of Directors or a committee thereof.  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.
 
 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 effects of the
changes in foreign currency exchange rates on investment securities are
included with the net realized and unrealized gain or loss on investment
securities.
 
 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 $750,000 includes $194,000 that was paid by these credits
rather than in cash.            
 
2. It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required.
 
 As of December 31, 1996, net unrealized appreciation on investments for
federal income tax purposes aggregated $10,654,486,000, of which
$10,918,654,000 related to appreciated securities and $264,168,000 related to
depreciated securities. During the year ended December 31, 1996, the fund
realized, on a tax basis, a net capital gain of $1,257,110,000 on securities
transactions. The cost of portfolio securities for federal income tax purposes
was $20,116,877,000 at December 31, 1996.
 
3. The fee of $72,350,000 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;
0.24% of such assets in excess of $13 billion but not exceeding $21 billion;
0.235% of such assets in excess of $21 billion but not exceeding $34 billion;
and 0.231% of such assets in excess of $34 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, 1996,
distribution expenses under the Plan were $59,604,000. As of December 31, 1996,
accrued and unpaid distribution expenses were $5,478,000.
 
 American Funds Service Company (AFS), the transfer agent for the fund, was
paid a fee of $21,426,000. American Funds Distributors, Inc. (AFD), the
principal underwriter of the fund's shares, received $16,461,000 (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 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, 1996, aggregate amounts deferred and earnings thereon
were $294,000.
 
 CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both wholly
owned subsidiaries of CRMC. Certain Directors and officers of the fund are or
may be considered to be affiliated with CRMC, AFS and AFD. No such persons
received any remuneration directly from the fund.
 
4. Option warrants are outstanding, which may be exercised at any time for the
purchase of 838,283 shares of the fund at approximately $5.242 per share. If
all warrants had been exercised on December 31, 1996, the net assets of the
fund would have been $30,879,867,000; the shares outstanding would have been
1,275,268,000; and the net asset value would have been equivalent to $24.21 per
share. During the year ended December 31, 1996, 170 warrants were exercised for
the purchase of 3,730 shares.
 
5. As of December 31, 1996, accumulated excess distributions of net realized
gain on investments were $53,000 and additional paid-in capital was
$18,674,155,000.
 
 The fund made purchases and sales of investment securities, excluding
short-term securities, of $6,382,434,000 and $5,238,909,000, respectively,
during the year ended December 31, 1996.
 
 Dividend and interest income is recorded net of non-U.S. taxes paid. For the
year ended December 31, 1996, such non-U.S. taxes were $9,783,000. Net realized
currency losses on dividends, interest, withholding taxes reclaimable, and
sales of non-U.S. bonds and notes were $93,000 for the year ended December 31,
1996.
 
 To conform to its tax reporting, the fund reclassified $16,000 from
undistributed net currency gains to undistributed net realized gains and
$158,000 to undistributed net realized gains from paid-in surplus for the year
ended December 31, 1996.
<TABLE>
<S>                                          <C>           <C>           <C>       <C>       <C>
                                                      Year
Per-Share Data and Ratios                            ended
                                                  December
                                                         31
                                                      1996          1995      1994      1993     1992
                                             ----------------------------  -------   -------  -------
Net Asset Value, Beginning of
 Year                                               $21.61        $17.67    $18.72    $17.89   $17.48
                                             ----------------------------  -------   -------  -------
 Income from Investment
  Operations:
  Net investment income                                .49           .52       .51       .54      .49
  Net realized and unrealized
   gain (loss) on investments                         3.66          4.83      (.48)     1.51      .71
                                             ----------------------------  -------   -------  -------
   Total income from
 investment operations                                4.15          5.35       .03      2.05     1.20
                                             ----------------------------  -------   -------  -------
 Less Distributions:
  Dividends from net investment
 income                                               (.50)         (.50)     (.48)     (.47)    (.47)
  Distributions from net
 realized gains                                      (1.03)         (.91)     (.60)     (.75)    (.32)
                                             ----------------------------  -------   -------  -------
   Total distributions                               (1.53)        (1.41)    (1.08)    (1.22)    (.79)
                                             ----------------------------  -------   -------  -------
Net Asset Value, End of Year                        $24.23        $21.61    $17.67    $18.72   $17.89
                                              ============  ============   =======   =======  =======
 
Total Return/1/                                     19.35%        30.63%       .16%    11.62%    6.99%
 
 
Ratios/Supplemental Data:
  Net assets, end of year (in
 millions)                                          $30,875       $25,678   $19,280   $19,005  $15,428
  Ratio of expenses to average
 net assets                                            .59%          .60%      .60%      .59%     .58%
  Ratio of net income to average
 net assets                                          2.17%         2.70%      2.83%     3.03%    3.06%
  Average commissions paid
 per share/2/                                  5.79 cents    6.16 cents   5.11 cent 6.20 cent 7.43cents
  Portfolio turnover -
 common stocks                                      17.46%        20.91%     17.94%    19.57%    7.23%
  Portfolio turnover -
 investment securities                              19.56%        20.37%     31.08%    17.57%    9.73%
 
/1/Calculated without
 deducting a sales charge.
 The maximum sales charge is 5.75%
 of the fund's offering price.
 
/2/Brokerage commissions paid on portfolio
 transactions increase the cost of
 securities purchased or reduce the
 proceeds of securities sold, and are
 not reflected in the fund's statement
 of operations. Shares traded on a
 principal basis (without commissions) are excluded.
 Generally, non-U.S. commissions are lower than U.S.
 commissions when expressed as cents per share but
 higher when expressed as a percentage of
 transactions because of the lower per-share prices
 of many non-U.S. securities.
</TABLE>
 
<PAGE>
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,
Inc. (the "Fund") at December 31, 1996, the results of its operations, 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, 1996 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.
 
/s/PRICE WATERHOUSE LLP
Los Angeles, California
January 31, 1997
 
1996 Tax Information (Unaudited)
We are required to advise you within 60 days of the fund's fiscal year-end
regarding the federal tax status of distributions received by shareholders
during such fiscal year.  The distributions made during the fiscal year by the
fund were earned from the following sources:
 
                            Dividends and Distributions per Share
 
<TABLE>
<CAPTION>
To                                    From Net         From Net         From Net      
Shareholders                          Investment       Realized         Realized      
of Record          Payment Date       Income           Short-           Long-         
                                                       Term             Term          
                                                       Gains            Gains         
<S>                <C>                <C>              <C>              <C>           
March 1, 1996      March 4, 1996      $0.12            -                -             
June 7, 1996       June 10, 1996       0.12            -                -             
September 6,       September 9,        0.12            -                -             
1996               1996                                                               
December 24,       December 26,        0.14            $0.02            $1.01         
1996               1996                                                               
</TABLE>
 
Corporate shareholders may exclude up to 70% of qualifying dividends received
during the year.  For purposes of computing this exclusion, 80% of the
dividends paid by the fund from net investment income represent qualifying 
dividends.  
 
Certain states may exempt from income taxation that portion of the dividends
paid from net investment income that was derived from direct U.S. Treasury
obligations.  For purposes of computing this exclusion, 17% of the dividends
paid by the fund from net investment income were derived from interest on
direct U.S. Treasury obligations. 
 
Dividends and distributions received by retirement plans such as IRAs,
Keogh-type plans, and 403(b) plans need not be reported as taxable income. 
However, many plan retirement trusts may need this information for their annual
information reporting.
 
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS.
 


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