AMERICAN FUNDS INCOME SERIES
485APOS, 1998-08-31
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SIGNED
SEC. File Nos. 2-98199
               811-4318
                                                                             
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                   
                               FORM N-1A
                       Registration Statement
                               Under
                     the Securities Act of 1933
                  Post-Effective Amendment No. 20
                               and
                      Registration Statement
                              Under
                The Investment Company Act of 1940
                      Amendment No. 19    
                                  
                 THE AMERICAN FUNDS INCOME SERIES
       (Exact Name of Registrant as specified in charter)
                   333 South Hope Street
               Los Angeles, California 90071
           (Address of principal executive offices)
 
        Registrant's telephone number, including area code:
                         (213) 486-9200
                                  
 
                   JULIE F. WILLIAMS, Secretary
               The American Funds Income Series
                    333 South Hope Street
               Los Angeles, California 90071    
            (name and address of agent for service)
                                  
 
                          Copies to:
                    Robert E. Carlson, Esq. 
            PAUL, HASTING, JANOFSKY & WALKER LLP 
                      555 S. Flower Street
                  Los Angeles, CA 90071-2371
                 (Counsel for the Registrant)
                                  
               Approximate date of proposed public offering:
It is proposed that this filing become effective on November 1, 1998 pursuant  
              to paragraph (a) of rule 485.    
 
 
                 THE AMERICAN FUNDS INCOME SERIES
                      CROSS REFERENCE SHEET
 
<TABLE>
<CAPTION>
  ITEM NUMBER OF                                                  CAPTIONS IN PROSPECTUS (PART "A")          
PART "A" OF FORM N-1A                                                                                                        
 
<S>     <C>                                                       <C>                                        
                                                                                                             
 
1.      Front and Back Cover Pages                                Front and Back Cover Pages                 
 
2.      Risk/Return Summary:  Investments, Risks and              Risk/Return Summary                        
        Performance                                                                                          
 
3.      Risk/Return Summary:  Fee Table                           Risk/Return Summary                        
 
4.      Investment Objectives, Principal Strategies, and          Investment Objective, Strategies and       
        Related Risks                                             Risks                                      
 
5.      Management's Discussion of Fund Performance               N/A                                        
 
6.      Management, Organization, and Capital Structure           Management and Organization                
 
7.      Shareholder Information                                   Shareholder Information                    
 
8.      Distribution Arrangements                                 Shareholder Information                    
 
9.      Financial Highlights Information                          Financial Highlights                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
  ITEM NUMBER OF                                                  CAPTIONS IN STATEMENT OF                   
PART "B" OF FORM N-1A                                             ADDITIONAL INFORMATION (PART "B")          
 
<S>     <C>                                                       <C>                                        
                                                                                                             
 
10.     Cover Page and Table of Contents                          Cover Page and Table of Contents           
 
11.     Fund History                                              Fund Organization                          
 
12.     Description of the Fund and its Investments and           Fund Organization; Investment              
        Risk                                                      Restrictions; Description of Certain       
                                                                  Securities and Investment Techniques       
 
13.     Management of the Fund                                    Management; Fund Officers and              
                                                                  Trustees                                   
 
14.     Control Persons and Principal Holders of                  N/A                                        
        Securities                                                                                           
 
15.     Investment Advisory and Other Services                    Management; General Information;           
                                                                  Fund Officers and Trustees                 
 
16.     Brokerage Allocation and Other Practices                  Management; Execution of Portfolio         
                                                                  Transactions                               
 
17.     Capital Stock and Other Securities                        None                                       
 
18.     Purchase, Redemption and Pricing of Shares                Purchase of Shares; Selling Shares;        
                                                                  Shareholder Account Services and           
                                                                  Privileges; General Information            
 
19.     Taxation of Fund                                          Dividends, Distributions and Federal       
                                                                  Taxes                                      
 
20.     Underwriters                                              Management                                 
 
21.     Calculation of Performance Data                           Investment Results and Related             
                                                                  Statistics                                 
 
22.     Financial Statements                                      Financial Statements                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
ITEM IN PART "C"                                                                         
 
<S>     <C>                                                                   
                                                                              
 
23.     Exhibits                                                              
 
24.     Persons Controlled by or under                                        
        Common Control with Registrant                                        
 
25.     Indemnification                                                       
 
26.     Business and Other Connections of                                     
        Investment Adviser                                                    
 
27.     Principal Underwriters                                                
 
28.     Location of Accounts and Records                                      
 
29.     Management Services                                                   
 
30.     Undertakings                                                          
 
        Signature Page                                                        
 
</TABLE>
   
                          U.S. Government
                         Securities Fund(sm)
 
                              PROSPECTUS
                           NOVEMBER 1, 1998
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT CONSIDERED THE MERITS OF THESE
SECURITIES.  FURTHER, IT HAS NOT DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                    U.S. GOVERNMENT SECURITIES FUND
                         333 South Hope Street
                      Los Angeles, California 90071
 
TICKER SYMBOL:  AMUSX    NEWSPAPER ABBREV.: Govt     FUND NO.: 22
 
TABLE OF CONTENTS
 
Risk/Return Summary
Fees and Expenses
Investment Objective, Strategies and Risks
Important Recent Developments
Management and Organization
Shareholder Information
Distribution Arrangements
Financial Highlights
 
 
RISK/RETURN SUMMARY
 
The fund seeks to provide you with a high level of current income as well as
preserve your investment, by investing primarily in securities that are
guaranteed by the United States Government. 
 
The fund is suited for investors seeking income and more price stability than
stocks, and capital preservation over the long term.  An investment in the fund
is subject to various risks, including the possibility that it may decline in
value in response to certain events.  Accordingly, you may lose money by
investing in the fund.  The likelihood of loss is greater if you invest for a
shorter period of time.  In addition, the fund may experience difficulty
liquidating certain portfolio securities during significant market declines or
periods of heavy redemptions.
 
Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other entity or
person.
 
INVESTMENT RESULTS
 
The fund calculates its results in the following ways:
 
- - 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.
 
- - YIELD generally reflects the income return on the fund's investments based on
the current portfolio as calculated by a formula mandated by the Securities and
Exchange Commission. 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.  A yield calculated
using this formula may be different than the income actually paid to
shareholders.
 
- - DISTRIBUTION RATE reflects dividends that were paid by the fund.  The
distribution rate is calculated by annualizing the current month's dividend and
dividing by the average price for the month.
 
 
The following information illustrates how the fund's results fluctuate:
For periods ended December 31, 1997:
 
<TABLE>
<CAPTION>
Average Annual       The fund       The fund at         Lehman         CPI/4/         
Total Return         at             maximum sales       Index/3/                      
                     net asset      charge/1,2/                                       
                     value/1/                                                         
 
<S>                  <C>            <C>                 <C>            <C>            
One Year             xx.xx%         xx.xx%              xx.xx%         xx.xx%         
Five Years           xx.xx%         xx.xx%              xx.xx%         xx.xx%         
Ten Years            xx.xx%         xx.xx%              xx.xx%         xx.xx%         
Lifetime/5/          xx.xx%         xx.xx%              xx.xx%         xx.xx%         
 
</TABLE>
 
SEC Yield/1,2/: x.xx%
Distribution Rate/2/:  x.xx%
(For current yield and distribution rate information call 1-800-421-9900)
 
/1/ THESE FUND RESULTS WERE CALCULATED ACCORDING TO A STANDARD FORMULA THAT IS
REQUIRED FOR ALL STOCK AND BOND FUNDS.
 
/2/ INCLUDES MAXIMUM SALES CHARGE.
 
/3/ LEHMAN BROTHERS GOVERNMENT/MORTGAGE-BACKED SECURITIES INDEX REPRESENTS A
MARKET-WEIGHTED INDEX THAT INCLUDES U.S. TREASURIES AND AGENCIES, AS WELL AS
FNMAS, FHLMCS, AND GNMAS.  THIS INDEX IS UNMANAGED AND DOES NOT REFLECT SALES
CHARGES, COMMISSIONS OR EXPENSES.
 
/4/ CONSUMER PRICE INDEX
 
/5/  THE FUND BEGAN INVESTMENT OPERATIONS ON OCTOBER 17, 1985.
 
Here are the fund's results calculated without a sales charge on a calendar
year basis.  (If a sales charge were included, results would be lower.)
 
[BAR CHART]
 
1987   0.97%
1988   6.92%
1989  11.71%
1990   9.8%
1991  14.16%
1992   7.59%
1993  10.45%
1994  -4.65%
1995  15.46%
1996   2.82%
1997
[END BAR CHART]
 
The fund's year-to-date return for the period ending September 30, 1998 was   
%.
 
The fund's highest/lowest quarterly results during this time period were:
- - Highest  xxxx  (quarter ended xx)
- - Lowest   xxxx  (quarter ended xx)
 
Past results are not an indication of future results.
 
 
FEES AND EXPENSES OF THE FUND
 
THE FOLLOWING DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND
HOLD SHARES OF THE FUND.
 
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
 
Maximum sales charge imposed on purchases
 (as a percentage of offering price)     4.75%
 
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 any purchases you made
without a sales charge.
 
<TABLE>
<CAPTION>
<S>                                    <C>         <C>                          
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED                                             
FROM THE FUND ASSETS)                                                           
 
Management Fees                                    xx.xx%                       
 
Service (12b-1) Fees                               xx.xx%/1/                    
 
Other Expenses                                     xx.xx%                       
 
  ____________________                 xx.xx%                                   
 
  ____________________                 xx.xx%                                   
 
  ____________________                 xx.xx%                                   
 
Total Annual Fund Operating Expenses                                            
 
</TABLE>
 
/1/ 12B-1 EXPENSES MAY NOT EXCEED 0.30% OF THE FUND'S AVERAGE NET ASSETS
ANNUALLY.
 
 EXAMPLE
 
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods.  The
Example also assumes that your investment has a 5% return each year and that
the fund's operating expenses remain the same.  Although your actual costs may
be higher or lower, based on these assumptions your costs would be:
 
<TABLE>
<CAPTION>
<S>                                               <C>        
One year                                          $xx        
 
Three years                                       $xx        
 
Five years                                        $xx        
 
Ten years                                         $xx        
 
</TABLE>
 
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
 
The fund's investment objective is to provide a high level of current income
consistent with prudent investment risk and preservation of capital.  It
invests primarily in securities that are guaranteed by the "full faith and
credit" pledge of the U.S. Government.  The fund may also invest in securities
that are not guaranteed by the U.S. Government and securities backed by
mortgages. In response to unfavorable market conditions, the fund may
temporarily invest in securities of any type, including cash or cash
equivalents.
 
Your investment may be affected by adverse market conditions and other factors. 
For example, the value of the fixed-income securities held by the fund may be
affected by changing interest rates and prepayment risks.
 
The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
securities.  The basic investment philosophy of Capital Research and Management
Company is to seek values at reasonable prices.
 
The following chart illustrates the portfolio composition of the fund as of the
end of its fiscal year.
 
[pie chart]
 
Because the fund is actively managed, its holdings will change from time to
time.
 
IMPORTANT RECENT DEVELOPMENTS
 
YEAR 2000
 
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the fund and its
shareholders.  However, the fund understands that its key service
providers--including the investment adviser and its affiliates--are taking
steps to address the issue.  In addition, the Year 2000 problem may adversely
affect the issuers in which the fund invests.  For example, issuers may incur
substantial costs to address the problem.  They may also suffer losses caused
by corporate and governmental data processing errors.  The fund and its
investment adviser will continue to monitor developments relating to this
issue.
 
MANAGEMENT AND ORGANIZATION
 
INVESTMENT ADVISER
 
Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and
other funds, including those in The American Funds Group.  Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA  90071. 
Capital Research and Management Company manages the investment portfolio and
business affairs of the fund. The total management fee paid by the fund, as a
percentage of average net assets, for the previous fiscal year is indicated
earlier under "Fees and Expenses of the Fund." 
 
Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company
Institute's Advisory Group on Personal Investment. This policy has also been
incorporated into the fund's code of ethics. 
 
MULTIPLE PORTFOLIO COUNSELOR SYSTEM 
 
Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this system the portfolio of a
fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested (within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee).  In addition, Capital Research
and Management Company's research professionals may make investment decisions
with respect to a portion of a fund's portfolio. The primary individual
portfolio counselors for the U.S. Government Securities Fund are listed on the
following page.  
<TABLE>
<CAPTION>
                                                                 YEARS OF EXPERIENCE AS
                                                                INVESTMENT PROFESSIONAL
                                                                     (APPROXIMATE)
                                                                .........................
                                         YEARS OF EXPERIENCE    WITH CAPITAL
                                        AS PORTFOLIO COUNSELOR  RESEARCH AND
PORTFOLIO COUNSELORS                     FOR U.S. GOVERNMENT     MANAGEMENT
FOR U.S. GOVERNMENT                        SECURITIES FUND       COMPANY OR
  SECURITIES FUND     PRIMARY TITLE(S)       (APPROXIMATE)     ITS AFFILIATES TOTAL YEARS
- -----------------------------------------------------------------------------------------
<S>                   <C>               <C>                    <C>            <C>
JOHN H.               Vice President    11 years               14 years       15 years
SMET                  of the fund.
                      Vice President,
                      Capital
                      Research and
                      Management
                      Company
- -----------------------------------------------------------------------------------------
THOMAS H.             Vice              Less than 1            8 years        11 years
HOGH                  President--       year
                      Investment
                      Management
                      Group, Capital
                      Research and
                      Management
                      Company
- -----------------------------------------------------------------------------------------
JOHN W.               Vice              7 years                9 years        9 years
RESSNER               President--
                      Investment
                      Management
                      Group, Capital
                      Research and
                      Management
                      Company
- -----------------------------------------------------------------------------------------
</TABLE>
 
The fund began operations on October 17, 1985.
 
 
8  
 
 
SHAREHOLDER INFORMATION
 
SHAREHOLDER SERVICES
 
American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your
needs and circumstances change.  These services are available only in states
where they may be legally offered and may be terminated or modified at any time
upon 60 days written notice.  For your convenience, American Funds Service
Company has four service centers across the country. 
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    [MAP OF THE UNITED STATES APPEARS HERE]
 
 
WESTERN SERVICE CENTER
American Funds Service Company
P.O. Box 2205
Brea, California
92822-2205
Fax:  714/671-7080
 
WESTERN CENTRAL SERVICE CENTER
American Funds Service Company
P.O. Box 659522
San Antonio, Texas
78265-9522
Fax:  210/530-4050
 
EASTERN CENTRAL SERVICE CENTER
American Funds Service Company
P.O. Box 6007
Indianapolis, Indiana
46206-6007
Fax:  317/735-6620
 
EASTERN SERVICE CENTER
American Funds Service Company
P.O. Box 2280
Norfolk, Virginia
23501-2280
Fax:  804/67-4773 
 
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS DESCRIBED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is
sent to new shareholders and is available by writing or calling American Funds
Service Company. 
 
You may invest in the fund through various retirement plans.  However, some
retirement plans or accounts held by investment dealers may not offer certain
services.  If you have any questions, please contact your dealer.
 
PURCHASE AND EXCHANGE OF SHARES
 
PURCHASE
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares.  You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."
 
EXCHANGE
 
You may exchange your shares into other funds in The American Funds Group
generally without a sales charge.  Exchanges of shares from the money market
funds initially purchased without a sales charge generally will be subject to
the appropriate sales charge.  Exchanges have the same tax consequences as
ordinary sales and purchases.  See "Transactions by Telephone . . ." for
information regarding electronic exchanges.
 
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON.  ALTHOUGH THERE
IS CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A
PERIOD OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO
REJECT ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY
INVESTOR WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES
ACTUAL OR POTENTIAL HARM TO THE FUND.
 
INVESTMENT MINIMUMS
 
To establish an account    $1,000
To add to an account       $    50
 
SHARE PRICE
 
The fund determines its share price, also called net asset value, as of 4:00
p.m. New York time, which is the normal close of trading on the New York Stock
Exchange, every day the Exchange is open. In calculating net asset value,
market prices are used when available.  If a market price for a particular
security is not available, the fund will determine the appropriate price for
the security.
 
Your shares will be purchased at the offering price, or sold at the net asset
value, next determined after American Funds Service Company receives and
accepts your request. The offering price is the net asset value plus a sales
charge, if applicable. 
 
SALES CHARGE
 
A sales charge may apply to your purchase.  Your sales charge may be reduced
for larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                   Sales Charge as a                                    
                                   Percentage of                                    
 
Investment                         Offering       Net              Dealer          
                                   Price          Amount           Concession      
                                                  Invested         as % of         
                                                                   Offering        
                                                                   Price           
 
<S>                                <C>            <C>              <C>             
Less than $25,000                  4.75%          4.99%            4.00%           
 
$25,000 but less than $50,000      4.50%          4.71%            3.75%           
 
$50,000 but less than              4.00%          4.17%            3.25%           
$100,000                                                                           
 
$100,000 but less than             3.50%          3.63%            2.75%           
$250,000                                                                           
 
$250,000 but less than             2.50%          2.56%            2.00%           
$500,000                                                                           
 
$500,000 but less than $1          2.00%          2.04%            1.60%           
million                                                                            
 
$1 million or more and             see below      see below        see below       
certain other investments                                                          
described below                                                                    
 
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGE
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 100 or more eligible employees are sold
with no initial sales charge.  A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS BY THESE ACCOUNTS MADE WITHIN ONE YEAR OF
PURCHASE.  A dealer concession of up to 1% may be paid by the fund under its
Plan of Distribution and/or by American Funds Distributors on investments made
with no initial sales charge.  
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your sales
charge. You must let your investment dealer or American Funds Service Company
know if you qualify for a reduction in your sales charge using one or any
combination of the methods described in the statement of additional information
or "Welcome to the Family."
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of trustees.  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.  The 12b-1 fee
paid by the fund, as a percentage of average net assets, for the previous
fiscal year is indicated earlier under "Fees and Expenses of the Fund."  Since
these fees are paid out of the fund's assets on an ongoing basis, over time
they will increase the cost of an investment and may cost you more than paying
higher initial sales charges.
 
OTHER COMPENSATION TO DEALERS
 
American Funds Distributors may provide additional compensation to or sponsor
informational meetings for dealers as described in the statement of additional
information.
 
HOW TO SELL SHARES
 
Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) shares those shares
in any of the following ways:
 
  THROUGH YOUR DEALER (certain charges may apply)
- - Shares held for you in your dealer's name must be sold through the dealer
 
  WRITING TO AMERICAN FUNDS SERVICE COMPANY
- - Requests must be signed by the registered shareholder(s)
- - A signature guarantee is required if the redemption is:
- -- Over $50,000;
- -- Made payable to someone other than the registered shareholder(s); or
- -- Sent to an address other than the address of record, or an address of record
which has been changed within the last 10 days.
- - Additional documentation may be required for sales of shares held in
corporate, partnership or fiduciary accounts.
 
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING  AMERICAN
FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(SM):
- - Redemptions by telephone or fax (including American FundsLine(R) and American
FundsLine OnLine(SM)) are limited to $50,000 per shareholder each day
- - Checks must be made payable to the registered shareholder(s)
- - Checks must be mailed to an address of record that has been used with the
account for at least 10 days.  
 
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE(R), OR AMERICAN FUNDSLINE
ONLINE(SM)
 
Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all
of these services.  You may reinstate these services at any time.
 
Unless you decide not to have telephone, fax, or computer services on your
account(s), you agree to hold the fund, American Funds  Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from
any losses, expenses, costs or liabilities (including attorney fees) which may
be incurred in connection with the exercise of these privileges, provided
American Funds Service Company employs reasonable procedures to confirm that
the instructions received from any person with appropriate account information
are genuine.  If reasonable procedures are not employed, the fund may be liable
for losses due to unauthorized or fraudulent instructions. 
 
DISTRIBUTION ARRANGEMENTS
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund declares dividends from its net investment income daily and
distributes the accrued dividends to you each month.  Capital gains, if any,
are usually distributed in December. 
 
You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash.
 
TAX CONSEQUENCES
 
Dividends derived from taxable interest income, distributions of capital gains
and dividends on gains from the disposition of certain market discount bonds
will not be exempt from federal, state or local income tax.
 
Dividends and capital gains are generally taxable whether they are reinvested
or received in cash--unless you are exempt from taxation or entitled to tax 
deferral.  Capital gains may be taxed at different rates depending on the
length of time the fund holds its assets.   
 
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% of the applicable tax treaty rate
from dividends paid to certain non-resident alien, non-US partnership and
non-U.S. corporation shareholder accounts. 
 
Please see the statement of additional information, "Welcome to the Family,"
and your tax adviser for further information.
 
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the fund's
financial performance for the past five years.  Certain information reflects
financial results for a single fund share.  The total returns in the table
represent the rate that an investor would have earned or lost on an investment
in the fund (assuming reinvestment of all dividends and distributions).  This
information has been audited by Deloitte & Touche LLP, whose report, along with
the fund's financial statements, are included in the statement of additional
information, which is available upon request.
 
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
                                                   YEAR ENDED AUGUST 31
                                                   ....................
                         1998  1997    1996    1995    1994 
            ---------------------------------------------------------
<S>                      <C>   <C>     <C>     <C>     <C>    
Net asset value,
beginning of year        XXXX  $12.78  $13.24  $13.18  $14.73 
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income     XXXX    .88     .93    1.01    1.03 
 .........................................................
Net realized and
unrealized gain (loss)
on investments            XXXX    .25    (.49)    .06   (1.56)
 ...........................................................
Total income (loss) from
investment
operations                XXXX   1.13     .44    1.07    (.53)
- ----------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net
investment income         XXXX  (.88)   (.90)  (1.01)  (1.02)
 ..........................................................
Net asset value,
end of year               XXXX $13.03  $12.78  $13.24  $13.18 
 ..........................................................
Total return /1/          XXXX   9.08%   3.40%   8.60%  (3.72%)
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end of year
(in millions)             XXXX  $1,106  $1,216  $1,337  $1,373 
 ...........................................................
Ratio of expenses
to average net assets     XXXX  .80%    .81%    .79%    .78% 
 ..........................................................
Ratio of net income
to average net assets     XXXX   6.74%   7.04%   7.79%   7.35% 
 ..........................................................
Portfolio
turnover rate             XXXX   28.16%  40.01%  46.77%  71.58% 
</TABLE>
 
/1/ Excludes maximum sales charge of 4.75%.
 
<TABLE>
<CAPTION>
For Shareholder                For Retirement Plan         For Dealer           
Services                       Services                    Services             
 
<S>                            <C>                         <C>                  
American Funds Service         Call your employer or       American Funds       
Company                        plan administrator          Distributors         
800/421/0180                                               800/421-9900         
                                                           ext.11               
 
</TABLE>
 
                            For 24-hour Information
 
<TABLE>
<CAPTION>
<S>                                   <C>                                    
 American FundsLine(R)                American Funds                         
 800/352-3590                         Internet Web site                      
                                      http://www.americanfunds.com           
 
</TABLE>
 
Telephone conversations may be recorded or monitored for verification,
recordkeeping and quality assurance purposes.
 
Multiple Translations
 
This prospectus may be translated into other languages.  If there are any
inconsistencies or ambiguities, the English text will prevail.
 
OTHER FUND INFORMATION
 
ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
Contains additional information about the fund including financial statements,
investment results, portfolio holdings, a statement from portfolio management
discussing market conditions and the fund's investment strategies, and the
independent accountants' report (in the annual report).  
 
Statement of Additional Information (SAI)
 
Contains more detailed information on all aspects of the fund, including the
fund's financial statements.
 
A current SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this prospectus.  The SAI and
other related materials about the fund are available for review or to be copied
at the SEC's Public Reference Room (1-800-SEC-0330) or on the SEC's Internet
Web site at http://www.sec.gov.
 
CODE OF ETHICS
 
Includes a description of the fund's personal investing policy.
To request a free copy of any of the documents above:
 
<TABLE>
<CAPTION>
<S>                                        <C>                             
Call American Funds  or                    Write to the Secretary of the fund   
Service Company                            333 South Hope Street           
800/421-0180 ext.1                         Los Angeles, California  90071   
 
</TABLE>
 
Investment Company File No.  811-4318
    
 
                     The American Funds Income Series
                     U.S. GOVERNMENT SECURITIES FUND
 
                                 Part B
                  Statement of Additional Information
                           November 1, 1998    
 
    This document is not a prospectus but should be read in conjunction with
the current Prospectus dated  November  1, 1998 of The American Funds Income
Series (the "Trust").  The Trust currently consists of one series, U.S.
Government Securities Fund (the "fund").  The Prospectus may be obtained from
your investment dealer or financial planner or by writing to the Trust at the
following address:    
 
                       U.S. Government Securities Fund
                           Attention:  Secretary
                           333 South Hope Street
                           Los Angeles, CA  90071
                              (800) 421-0180
 
 Shareholders who purchase shares at net asset value through eligible
retirement plans should note that not all of the services or features described
below may be available to them, and they should contact their employer for
details. 
 
 
                              Table of Contents
 
<TABLE>
<CAPTION>
Item                                                                Page No.     
 
<S>                                                                 <C>          
Certain Investment Limitations                                      2            
Description of Securities and Investment Techniques                 2            
Investment Restrictions                                             7            
Fund Organization                                                   8            
Fund Officers and Trustees                                          9            
Management                                                          125          
Dividends, Distributions and Federal Taxes                          15           
Purchase of Shares                                                  18           
Selling Shares                                                      25           
Shareholder Account Services and Privileges                         26           
Execution of Portfolio Transactions                                 29           
General Information                                                 29           
Investment Results and Related Statistics                           31           
Appendix                                                            35           
Financial Statements                                                Attached     
</TABLE>
 
    
                         CERTAIN INVESTMENT LIMITATIONS
 
 The following limitations and guidelines are considered at the time of
purchase, under normal market conditions, and are based on a percentage of the
fund's net assets unless otherwise noted.  This summary is not intended to
reflect all of the fund's investment limitations.
 
U.S. GOVERNMENT SECURITIES
 
- - Portion of the fund that must be in securities guaranteed by  65%
 the U.S. Government and its agencies and instrumentalities
 
DEBT SECURITIES
 
- - Bonds rated less than AAA/Aaa  0%
    
 
              DESCRIPTION OF SECURITIES AND INVESTMENT TECHNIQUES
 
    The descriptions below are intended to supplement the material in the
Prospectus under  the "Risk/Return Summary" and "Investment Objective,
Strategies and Risks."    
 
INVESTMENT POLICIES -- Except when the fund is in a temporary defensive
investment position, at least 65% of its total assets will be invested in
securities that are guaranteed by the U.S. Government, including such
securities held subject to repurchase agreements.  Obligations not directly
backed by the full faith and credit of the U.S. Government such as privately
issued "zero-coupon bonds" representing interests in U.S. Treasury securities,
certificates of deposit, and privately issued mortgage-related securities will
not be considered securities guaranteed by the U.S. Government for purposes of
this 65% limitation.
 
 Although the fund has no current intention of doing so during the next 12
months, the fund may also purchase obligations of non-U.S. corporations or
governmental entities, provided they are dollar-denominated and liquid.
 
   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.    
 
    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 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.    
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION CERTIFICATES -- Certificates issued by
the Government National Mortgage Association (GNMA) are mortgage-backed
securities representing part ownership of a pool of mortgage loans, which are
issued by lenders such as mortgage bankers, commercial banks and savings and
loan associations, and are either insured by the Federal Housing Administration
or guaranteed by the Veterans Administration.  A pool of these mortgages is
assembled and, after being approved by GNMA, is offered to investors through
securities dealers.  The timely payment of interest and principal on each
mortgage is guaranteed by GNMA and backed by the full faith and credit of the
U.S. Government.  
 
 Principal is paid back monthly by the borrower over the term of the loan. 
Reinvestment of prepayments may occur at higher or lower rates than the
original yield on the certificates.  Due to the prepayment feature and the need
to reinvest prepayments of principal at current market rates, GNMA certificates
can be less effective than typical bonds of similar maturities at "locking in"
yields during periods of declining interest rates.  GNMA certificates typically
appreciate or decline in market value during periods of declining or rising
interest rates, respectively.  Due to the regular repayment of principal and
the prepayment feature, the effective maturities of mortgage pass-through
securities are shorter than stated maturities, will vary based on market
conditions and cannot be predicted in advance.  The effective maturities of
newly-issued GNMA certificates backed by relatively new loans at or near the
prevailing interest rates are generally assumed to range between approximately
9 and 12 years.
 
FNMA AND FHLMC MORTGAGE-BACKED OBLIGATIONS -- The Federal National Mortgage
Association (FNMA), a privately-owned corporate instrumentality of the U.S.
Government, issues pass-through securities representing interests in a pool of
conventional mortgage loans.  FNMA guarantees the timely payment of principal
and interest but this guarantee is not backed by the full faith and credit of
the U.S. Government.  
 
 The Federal Home Loan Mortgage Corporation (FHLMC), a corporate
instrumentality of the U.S. Government, issues participation certificates which
represent an interest in a pool of conventional mortgage loans.  FHLMC
guarantees the timely payment of interest and the ultimate collection of
principal, and maintains reserves to protect holders against losses due to
default, but the certificates are not backed by the full faith and credit of
the U.S. Government.
 
 FNMA and FHLMC securities are considered by the fund to be "U.S. Government
securities" for the purpose of the fund's fundamental investment restriction
stating that the fund may not purchase any security (other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities ("U.S. Government securities")) if, immediately after and as
a result of such investment, more than 5% of the value of the fund's total
assets would be invested in securities of the issuer.
 
 As is the case with GNMA certificates, the actual maturity of and realized
yield on particular FNMA and FHLMC pass-through securities will vary based on
the prepayment experience of the underlying pool of mortgages.
 
OTHER MORTGAGE-RELATED SECURITIES -- The fund may invest in mortgage-related
securities issued by financial institutions such as commercial banks, savings
and loan associations, mortgage bankers and securities broker-dealers (or
separate trusts or affiliates of such institutions established to issue these
securities).  These securities include mortgage pass-through certificates,
collateralized mortgage obligations (including real estate mortgage investment
conduits as authorized under the Internal Revenue Code of 1986) (CMOs) or
mortgage-backed bonds.  Each class of bonds in a CMO series may have a
different effective maturity, bear a different coupon and have a different
priority in receiving payments.  All principal payments, both regular principal
payments as well as any prepayment of principal, are passed through to the
holders of the various CMO classes dependent on the characteristics of each
class.  In some cases, all payments are passed through first to the holders of
the class with the shortest stated maturity until it is completely retired. 
Thereafter, principal payments are passed through to the next class of bonds in
the series, until all the classes have been paid off.  In other cases, payments
are passed through to holders of whichever class first has the shortest
effective maturity at the time payments are made.  As a result, an acceleration
in the rate of prepayments that may be associated with declining interest rates
shortens the expected life of each class.  The impact of an acceleration in
prepayments affects the expected life of each class differently depending on
the unique characteristics of that class.  In the case of some CMO series, each
class may receive a differing proportion of the monthly interest and principal
repayments on the underlying collateral.  In these series the classes would be
more affected by an acceleration (or slowing) in the rate of prepayments than
CMOs which share principal and interest proportionally.
 
 Mortgage-backed bonds are general obligations of the issuer fully
collateralized directly or indirectly by a pool of mortgages.  The mortgages
serve as collateral for the issuer's payment obligations on the bonds, but
interest and principal payments on the mortgages are not passed through either
directly (as with GNMA certificates and FNMA and FHLMC pass-through securities)
or on a modified basis (as with CMOs).  Accordingly, a change in the rate of
prepayments on the pool of mortgages could change the effective maturity of a
CMO but not that of a mortgage-backed bond (although, like many bonds,
mortgage-backed bonds can provide that they are callable by the issuer prior to
maturity).
 
INFLATION-INDEXED BONDS -- The fund may invest in inflation-indexed bonds
issued by the U.S. government, its agencies or instrumentalities or other
related entities.  The principal value of this type of bond is periodically
adjusted according to changes in the rate of inflation.  The interest rate is
generally fixed at issuance; however, interest payments are based on an
inflation adjusted principal value.  For example, in a period of falling
inflation, principal value will be adjusted downward, reducing the interest
payable.   
 
 Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation indexed bonds,
even during a period of deflation.  However, the current market value of the
bonds is not guaranteed, and will fluctuate.  The fund may also invest in other
bonds which may or may not provide a similar guarantee.  If a guarantee of
principal is not provided, the adjusted principal value of the bond repaid at
maturity may be less than the original principal.
 
REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements, under
which it buys a security and obtains a simultaneous commitment from the seller
to repurchase the security at a specified time and price.  Repurchase
agreements permit the fund to maintain liquidity and earn income over periods
of time as short as overnight.  The seller must maintain with the fund's
custodian collateral equal to at least 100% of the repurchase price including
accrued interest as monitored daily by Capital Research and Management Company. 
If the seller under the repurchase agreement defaults, the fund may incur a
loss if the value of the collateral securing the repurchase agreement has
declined and may incur disposition costs in connection with liquidating the
collateral.  If bankruptcy proceedings are commenced with respect to the
seller, liquidation of the collateral by the fund may be delayed or limited.
 
FORWARD COMMITMENTS -- The fund may enter into commitments to purchase or sell
securities at a future date.  When the fund agrees to purchase such securities
it, assumes the risk of any decline in the value of the security beginning on
the date of the agreement.  When the fund agrees to sell such securities, it
does not participate in further gains or losses with respect to the securities
beginning on the date of the agreement.  If the other party to such transaction
fails to deliver or pay for the securities, the fund could miss a favorable
price or yield opportunity, or could experience a loss.  
 
 As the fund's aggregate commitments under these transactions increase, the
opportunity for leverage similarly may increase.  The fund will not use these
transactions for the purpose of leveraging and will segregate  liquid assets
which will be marked to market daily in an amount sufficient to meet its
payment obligations in these transactions.  Although these transactions will
not be entered into for leveraging purposes, to the extent the fund's aggregate
commitments under these transactions exceed its segregated assets,  the fund
temporarily  could be in a leveraged position (because it  may have an amount
greater than its net assets subject to market risk).  Should market values of
the fund's portfolio securities decline while the fund is in a leveraged
position, greater depreciation of its net assets would likely occur than were
it not in such a position.  The fund will not borrow money to settle these
transactions and, therefore, will liquidate other portfolio securities in
advance of settlement if necessary to generate additional cash to meet its
obligations thereunder.
 
 The fund also may enter into "roll" transactions, which are the sale of GNMA
securities or other securities together with a commitment  to purchase similar,
but not identical, securities at a later date.  The fund intends to treat roll
transactions as two separate transactions: one involving the purchase of a
security and a separate transaction involving the sale of a security.  Since
the fund does not intend to enter into roll transactions for financing
purposes, it may treat these transactions as not falling within the definition
of "borrowing" set forth in Section 2(a)(23) of the Investment Company Act of
1940.
 
REVERSE REPURCHASE AGREEMENTS -- The fund may enter into reverse repurchase
agreements.  This type of agreement involves the sale of a security by the fund
and its commitment to repurchase the security at a specified time and price.  A
reverse repurchase agreement is the sale of a security by a fund and its
agreement to repurchase the security at a specified time and price.  The fund
will maintain in a segregated account with its custodian liquid assets such as
cash, U.S. Government securities or other appropriate high-grade debt
obligations in an amount sufficient to cover its obligations under reverse
repurchase agreements with broker-dealers (but no collateral is required on
reverse repurchase agreements with banks).  Under the Investment Company Act of
1940 (the "1940 Act"), reverse repurchase agreements may be considered
borrowings by the fund; accordingly, the fund will limit its investments in
reverse repurchase agreements, together with any other borrowings, to no more
than one-third of its total assets.  The use of reverse repurchase agreements
by the fund creates leverage which increases the fund's investment risk.  As
the fund's aggregate commitments under these reverse repurchase agreements
increases, the opportunity for leverage similarly increases.  If the income and
gains on securities purchased with the proceeds of reverse repurchase
agreements exceed the costs of the agreements, the fund's earnings or net asset
value will increase faster than otherwise would be the case; conversely if the
income and gains fail to exceed the costs, earnings or net asset value would
decline faster than otherwise would be the case.
 
   RESTRICTED SECURITIES AND LIQUIDITY -- The fund may purchase securities
subject to restrictions on resale.  All such securities whose principal trading
market is in the U.S. will be considered illiquid unless they have been
specifically determined to be liquid under procedures adopted by the fund's
board of trustees, taking into account factors such as the frequency and volume
of trading, the commitment of dealers to make markets and the availability of
qualified investors, all of which can change from time to time.  The fund may
incur certain additional costs in disposing of illiquid securities.    
 
CASH AND CASH EQUIVALENTS -- The fund may maintain assets in cash or cash
equivalents.  Cash equivalents include: (1) commercial paper (short-term notes
up to 9 months in maturity issued by corporations or governmental bodies); (2)
commercial bank obligations such as certificates of deposit (interest-bearing
time deposits); bankers' acceptances,  (time drafts on a commercial bank where
the bank accepts an irrevocable obligation to pay at maturity);  (3) savings
association obligations (certificates of deposit issued by mutual savings banks
or savings and loan associations); and (4) securities of the U.S. Government,
its agencies or instrumentalities that mature, or may be redeemed, in one year
or less; 
 
PORTFOLIO TRADING -- The fund intends to engage in portfolio trading when 
Capital Research and Management Company (the "Investment Adviser) believes that
the sale of a security owned by the fund and the purchase of another security
of better value can enhance principal and/or increase income.  A security may
be sold to avoid any prospective decline in market value in light of what is
evaluated as an expected rise in prevailing yields, or a security may be
purchased in anticipation of a market rise (a decline in prevailing yields).  A
security also may be sold and a comparable security purchased coincidentally in
order to take advantage of what is believed to be a disparity in the normal
yield and price relationship between the two securities, or in connection with
a "roll" transaction as described in the Prospectus under " Securities and
Investment Techniques."
 
LOANS OF PORTFOLIO SECURITIES -- Although the fund has no current intention of
doing so during the next 12 months, the fund is authorized to lend portfolio
securities to selected securities dealers or to other institutional investors
whose financial condition is monitored by the Investment Adviser.  The borrower
must maintain with the fund's custodian collateral consisting of cash, cash
equivalents or U.S. Government securities equal to at least 100% of the value
of the borrowed securities, plus any accrued interest.  The Investment Adviser
will monitor the adequacy of the collateral on a daily basis.  The fund may at
any time call a loan of its portfolio securities and obtain the return of the
loaned securities.  The fund will receive any interest paid on the loaned
securities and a fee or a portion of the interest earned on the collateral. 
The fund will limit its loans of portfolio securities to an aggregate of
one-third of the value of its total assets, measured at the time any such loan
is made.
 
MATURITY -- The maturity composition of the fund's portfolio will be adjusted
in response to market conditions and expectations.  As described above, the
fund may invest in various mortgage pass-through securities and normally will
invest substantially in GNMA certificates (see "Government National Mortgage
Association Certificates" above).  The fund may also invest in securities with
interest rates that are not fixed but fluctuate based upon changes in market
rates or designated indexes.  Variable rate obligations have interest rates
that are adjusted at designated intervals, and interest rates on floating rate
obligations are adjusted whenever there are exchanges in the indexes or market
rates on which their interest rates are based.  In some cases the fund has the
ability to demand payment from the dealer or issuer at par plus accrued
interest on short notice (seven days or less).  The effective maturity of a
floating or variable rate obligation is deemed to be the longer of (i) the
notice period required before the fund is entitled to receive payment of the
obligation upon demand or (ii) the period remaining until the obligation's next
interest rate adjustment.  If not sold or redeemed by the fund through the
demand feature, these obligations would mature on a specified date which may
range up to 30 years or more from the date of issuance.
 
PORTFOLIO TURNOVER -- Portfolio changes will be made without regard to the
length of time particular investments may have been held.  High portfolio
turnover involves correspondingly greater transaction costs in the form of
dealer spreads or brokerage commissions, and may result in the realization of
net capital gains, which are taxable when distributed to shareholders. 
Fixed-income securities are generally traded on a net basis and usually neither
brokerage commissions nor transfer taxes are involved.  The fund does not
anticipate its portfolio turnover to exceed 100% annually.  The fund's
portfolio turnover rate would equal 100% if each security in the fund's
portfolio were replaced once per year.  See "Financial Highlights" in the 
Prospectus for the fund's portfolio turnover for each of the last 10 years.
 
                            INVESTMENT RESTRICTIONS
 
 The fund has adopted certain investment restrictions which may not be changed
without a majority vote of the fund's outstanding shares.  Such majority is
defined by 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.  None of the following
investment restrictions involving a maximum percentage of assets will be
considered violated unless the excess occurs immediately after, and is caused
by, an acquisition [or encumbrance of securities or assets of, or borrowings]
by the fund.  These restrictions provide that the fund may not:
 
 1. Purchase any security (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities ("U.S. Government
securities")) if, immediately after and as a result of such investment, more
than 5% of the value of the fund's total assets would be invested in securities
of the issuer;
 
 2. Invest 25% or more of the value of its total assets in the securities of
issuers conducting their principal business activities in the same industry,
except that this limitation shall not apply to U.S. Government securities;
 
 3. Invest in companies for the purpose of exercising control or management;
 
 4. Knowingly purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization;
 
 5. Buy or sell real estate or commodities or commodity contracts in the
ordinary course of its business; however, the fund may purchase or sell readily
marketable debt securities secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein, including
real estate investment trusts;
 
 6. Acquire securities subject to restrictions on disposition imposed by the
Securities Act of 1933, if, immediately after and as a result of such
acquisition, the value of such restricted securities and all other illiquid
securities held by the fund would exceed 10% of the value of the fund's total
assets;
 
 7. Engage in the business of underwriting securities of other issuers, except
to the extent that the disposal of an investment position may technically cause
it to be considered an underwriter as that term is defined under the Securities
Act of 1933;
 
 8. Make loans, except that the fund may purchase readily marketable debt
securities and invest in repurchase agreements and make loans of portfolio
securities.  The fund will not invest in repurchase agreements maturing in more
than seven days (unless subject to a demand feature) if any such investment,
together with any illiquid securities (including securities which are subject
to legal or contractual restrictions on resale) held by the fund, exceeds 10%
of the value of its total assets;
 
 9. Sell securities short, except to the extent that the fund contemporaneously
owns or has the right to acquire at no additional cost securities identical to
those sold short;
 
 10. Purchase securities on margin, except that the fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;
 
 11. Borrow money, except from banks for temporary or emergency purposes not in
excess of 5% of the value of the fund's total assets, except that the fund may
enter into reverse repurchase agreements, provided that the fund will limit its
aggregate borrowings to no more than one-third of its total assets;
 
 12. Mortgage, pledge, or hypothecate any of its assets, provided that this
restriction shall not apply to the sale of securities pursuant to a reverse
repurchase agreement;
 
 13. Purchase or retain the securities of any issuer, if those individual
officers and Trustees of the Trust, its investment adviser, or distributor,
each owning beneficially more than 1/2 of 1% of the securities of such issuer,
together own more than 5% of the securities of such issuer;
 
 14. Invest in interests in oil, gas, or other mineral exploration or
development programs;
 
 15. Invest more than 5% of its total assets in warrants which are unattached
to securities;
 
 16. Write, purchase or sell puts, calls or combinations thereof.
 
 Notwithstanding Investment Restriction #4, 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 the Trustees
pursuant to an exemptive order granted by the Securities and Exchange
Commission.
 
                           FUND ORGANIZATION
 
 The fund is an open-end, diversified management investment company.  It was
organized as a Massachusetts business trust in 1985.    
 
    All fund operations are supervised by the fund's board of trustees.  The
board meets periodically and performs duties required by applicable state and
federal laws.  Members of the board who are not employed by Capital Research
and Management Company or its affiliates are paid certain fees for services
rendered to the fund as described in "Trustees and Trustee Compensation" 
below.  They may elect to defer all or a portion of these fees through a
deferred compensation plan in effect for the fund.      
 
 
                    FUND OFFICERS AND TRUSTEES
                   Trustees and Trustee Compensation 
 
<TABLE>
<CAPTION>
NAME,          POSITION         PRINCIPAL           AGGREGATE              TOTAL                   TOTAL NUMBER      
ADDRESS        WITH             OCCUPATION(S)       COMPENSATION           COMPENSATION            OF FUND           
AND AGE        REGISTRANT       DURING              (INCLUDING             (INCLUDING              BOARDS ON         
                                PAST 5 YEARS        VOLUNTARILY            VOLUNTARILY             WHICH             
                                (POSITIONS          DEFERRED               DEFERRED                TRUSTEE           
                                WITHIN THE          COMPENSATION/1/)       COMPENSATION/1/)        SERVES/2/         
                                ORGANIZATIONS       FROM THE FUND          FROM ALL FUNDS                            
                                LISTED MAY          DURING FISCAL          MANAGED BY                                
                                HAVE                YEAR ENDED             CAPITAL                                   
                                CHANGED             AUGUST 31, 1998        RESEARCH AND                              
                                DURING THIS                                MANAGEMENT                                
                                PERIOD)                                    COMPANY/2/ FOR                            
                                                                           THE YEAR ENDED                            
                                                                           AUGUST 31, 1998                           
 
<S>            <C>              <C>                 <C>                    <C>                     <C>               
                                Private             $ /3/                  $                       19                
H.             Trustee          Investor.                                                                            
Frederick                       Former                                                                               
Christie                        President and                                                                        
Age: 65                         Chief                                                                                
                                Executive                                                                            
P.O. Box                        Officer, The                                                                         
144                             Mission Group                                                                        
                                (non-utility                                                                         
Palos                           holding                                                                              
Verdes                          company,                                                                             
Estates,                        subsidiary of                                                                        
CA 90274                        Southern                                                                             
                                California                                                                           
                                Edison                                                                               
                                Company)                                                                             
 
+              Trustee          President           none/4/                none/4/                 12                
Don R.                          (retired),                                                                           
Conlan                          The Capital                                                                          
Age: 62                         Group                                                                                
                                Companies,                                                                           
1630                            Inc.                                                                                 
Milan                                                                                                                
Avenue                                                                                                               
                                                                                                                     
South                                                                                                                
Pasadena,                                                                                                            
CA 91030                                                                                                             
 
               Trustee          CEO and             $                      $                       12                
Diane C.                        President,                                                                           
Creel                           The Earth                                                                            
Age: 49                         Technology                                                                           
100 W.                          Corporation                                                                          
Broadway                        (international consulting                                                                    
                                engineering)                                                                         
Suite                                                                                                                
5000                                                                                                                 
                                                                                                                     
Long                                                                                                                 
Beach, CA                                                                                                            
90802                                                                                                                
 
               Trustee          Chairman,           $/3/                   $                       15                
Martin                          Senior                                                                               
Fenton,                         Resource                                                                             
Jr.                             Group                                                                                
Age: 63                         (management                                                                          
4660 La                         of senior                                                                            
Jolla                           living                                                                               
Village                         centers)                                                                             
Drive                                                                                                                
                                                                                                                     
Suite 725                                                                                                            
                                                                                                                     
San                                                                                                                  
Diego, CA                                                                                                            
92122                                                                                                                
 
               Trustee          President,           $/3/                  $                       12                
Leonard                         Fuller                                                                               
R. Fuller                       Consulting                                                                           
Age: 52                         (financial                                                                           
                                management                                                                           
4337                            consulting                                                                           
Marina                          firm)                                                                                
City                                                                                                                 
Drive                                                                                                                
                                                                                                                     
Suite 841                                                                                                            
ETN                                                                                                                  
                                                                                                                     
Marina                                                                                                               
del Rey,                                                                                                             
CA 90292                                                                                                             
 
+*                              Senior Vice          none/4/               none/4/                 12                
Abner D.       President,       President and                                                                        
Goldstine      PEO and          Trustee,                                                                             
Age: 68        Trustee          Capital                                                                              
                                Research and                                                                         
                                Management                                                                           
                                Company                                                                              
 
+**                             Executive            none/4/               none/4/                 14                
Paul G.        Chairman         Vice                                                                                 
Haaga,         of               President and                                                                        
Jr.            the Board        Trustee,                                                                             
Age: 49                         Capital                                                                              
                                Research and                                                                         
                                Management                                                                           
                                Company                                                                              
 
               Trustee          Private             $3,700                 $68,000                 13                
Herbert                         Investor                                                                             
Hoover                                                                                                               
III                                                                                                                  
Age: 70                                                                                                              
                                                                                                                     
1520                                                                                                                 
Circle                                                                                                               
Drive                                                                                                                
                                                                                                                     
San                                                                                                                  
Marino,                                                                                                              
CA 91108                                                                                                             
 
               Trustee          Chairman, President and CEO,   $4,300/3/              $98,000                 13                
Richard                         AECOM Technology Corporation                                                                    
G. Newman                       (architectural engineering)                                                                    
Age: 63                                                                                                              
                                                                                                                     
3250                                                                                                                 
Wilshire Boulevard                                                                                                         
                                                                                                                     
Los Angeles, CA 90010-1599                                                                                                         
 
</TABLE>
 
    
+ Trustees who are considered "interested persons of the fund as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), on the basis of
their affiliation with the fund's Investment Adviser, Capital Research and
Management Company.
 
* Address is 11100 Santa Monica Boulevard, Los Angeles, CA 90025
 
** Address is 333 South Hope Street, Los Angeles, CA 90071
 
/1/ Amounts may be deferred by eligible Trustees under a non-qualified deferred
compensation plan adopted by the fund in 1994.  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 Trustee.
 
   /2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management
Trust of America, Capital Income Builder, Inc., Capital World Growth and Income
Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California,  The Tax-Exempt Fund of
Maryland,  The Tax-Exempt Fund of Virginia,  The Tax-Exempt Money Fund of
America, The U. S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund, Inc.  Capital Research and
Management Company also manages American Variable Insurance Series and Anchor
Pathway Fund which serve as the underlying investment vehicle for certain
variable insurance contracts; and Endowments, whose shares may be owned only by
tax-exempt organizations.    
 
   /3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the fund (plus earnings thereon) for participating Trustees is as
follows:   H. Frederick Christie ($        ), Martin Fenton, Jr. ($          ),
Leonard R. Fuller ($      ) and Richard G. Newman ($        ).  Amounts
deferred and accumulated earnings thereon are not funded and are general
unsecured liabilities of the fund until paid to the Trustee.     
 
   /4/ Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
fund.    
 
 
                              OFFICERS
(with their principal occupations during the past five years)#
   
 
<TABLE>
<CAPTION>
NAME AND ADDRESS                         AGE      POSITION(S) HELD        PRINCIPAL OCCUPATION(S) DURING       
                                                  WITH THE FUND           PAST 5 YEARS                         
 
<S>                                      <C>      <C>                     <C>                                  
Michael J. Downer                        43       Vice President          Senior Vice President - Fund         
333 South Hope Street                                                     Business Management Group,           
Los Angeles, CA 90071                                                     Capital Research and Management      
                                                                          Company                              
 
Mary C. Hall                             40       Vice President          Senior Vice President - Fund         
135 South State College Blvd.                                             Business Management Group,           
Brea, CA 92821                                                            Capital Research and Management      
                                                                          Company                              
 
John Smet                                42       Executive Vice          Vice President, Capital              
11100 Santa Monica Blvd.                          President               Research and Management Company      
Los Angeles, CA 90025                                                                                          
 
Julie F. Williams                        50       Secretary               Vice President - Fund Business       
333 South Hope Street                                                     Management Group, Capital            
Los Angeles, CA 90071                                                     Research and Management Company      
 
Anthony W. Hynes, Jr.                    35       Treasurer               Vice President - Fund Business       
135 South State College Blvd.                                             Management Group, Capital            
Brea, CA 92821                                                            Research and Management Company      
 
Kimberly S. Verdick                      33       Assistant               Assistant Vice President - Fund      
333 South Hope Street                             Secretary               Business Management Group,           
Los Angeles, CA 90071                                                     Capital Research and Management      
                                                                          Company                              
 
Todd L. Miller                           39       Assistant               Assistant Vice President - Fund      
135 South State College Blvd.                     Treasurer               Business Management Group,           
Brea, CA 92821                                                            Capital Research and Management      
                                                                          Company                              
 
</TABLE>
 
# Positions within the organizations listed may have changed during this period
 
 
    
   No compensation is paid by the fund to any officer or Trustee who is a
trustee or officer of the Investment Adviser.  The fund pays annual fees of
$2,500 to Trustees who are not affiliated with the Investment Adviser, plus
$200 for each Board of Trustees meeting attended, plus $200 for each meeting
attended as a member of a committee of the Board of Trustees.  The Trustees may
elect, on a voluntary basis, to defer all or a portion of these fees through a
deferred compensation plan in effect for the fund.  The fund also reimburses
certain expenses of the Trustees who are not affiliated with the Investment
Adviser.  As of  August 1, 1998, the officers and Trustees and their families
as a group, owned beneficially or of record fewer than 1% of the outstanding
shares of the fund.    
 
                                   MANAGEMENT
 
INVESTMENT ADVISER -- The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad (Los Angeles, San Francisco, New
York, Washington, D.C., London, Geneva, 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 research professionals travel several million miles a
year, making more than 5,000 research visits in more than 50 countries around
the world.  The Investment Adviser believes that it is able to attract and
retain quality personnel.  The Investment Adviser is a wholly owned subsidiary
of The Capital Group Companies, Inc.
 
 An affiliate of the Investment Adviser compiles indices for major stock
markets around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information about
more than 2,400 companies around the world.
 
 The Investment Adviser is responsible for more than $100 billion of stocks,
bonds and money market instruments and serves over five million investors of
all types throughout the world.  These investors include privately owned
businesses and large corporations as well as schools, colleges, foundations and
other non-profit and tax-exempt organizations.
 
   INVESTMENT ADVISORY AND SERVICE AGREEMENT -- The Investment Advisory and
Service Agreement (the "Agreement"), between the Trust and the Investment
Adviser will continue until May 31, 1999, unless sooner terminated, and may be
renewed from year to year thereafter, provided that any such renewal has been
specifically approved at least annually by (i) the Board of Trustees, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the fund, and (ii) the vote of a majority of Trustees who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person, at a meeting called for the purpose of voting
on such approval.  The Agreement provides that the Investment Adviser has no
liability to the Trust for its acts or omissions in the performance of its
obligations to the Trust 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 the
Agreement without penalty, upon 60 days' written notice to the other party and
that the Agreement automatically terminates in the event of its assignment (as
defined in the 1940 Act).    
 
 The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform the executive, administrative, clerical and bookkeeping functions of
the fund, 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 pays all expenses not assumed by the
Investment Adviser, including, but not limited to, custodian, stock transfer
and dividend disbursing fees and expenses; costs of  designing, printing and
mailing of reports, prospectuses, proxy statements, and notices to its
shareholders; taxes; expenses of issuance and redemption of shares (including
stock certificates, registration and qualification fees and expenses); legal
and auditing expenses; compensation, fees, and expenses paid to trustees
unaffiliated with the Investment Adviser; association dues; and costs of
stationery and forms prepared exclusively for the fund; and costs of assembling
and storing shareholder account data.
 
 The management fee is based upon the net assets of the fund and monthly gross
investment income.  Gross investment income means gross income, computed
without taking account of gains or losses from sales of capital assets, but
including original issue discount as defined for federal income tax purposes. 
The Internal Revenue Code in general defines original issue discount to mean
the difference between the issue price and the stated redemption price at
maturity of certain debt obligations.  The holder of such indebtedness is in
general required to treat as ordinary income the proportionate part of the
original issue discount attributable to the period during which the holder held
the indebtedness.  The management fee is based upon the annual rates of 0.30%
of the first $60 million of the fund's average net assets, plus 0.21% on
average net assets in excess of $60 million but not exceeding $1 billion, plus
0.18% on average net assets in excess of $1 billion but not exceeding $3
billion, plus 0.16% on average net assets in excess of $3 billion, plus 3% of
the first $40 million of annual gross income, plus 2.25% of annual gross
investment income in excess of $40 million but not exceeding $100 million, plus
2% of annual gross investment income in excess of $100 million.  Assuming net
assets of $1.1 billion and gross investment income levels of 6%, 7%, 8%, 9% and
10%, management fees would be 0.37%, 0.40%, 0.42%, 0.44%, and 0.46%,
respectively.
 
 The fund pays all expenses not specifically assumed by the Investment Adviser,
including, but not limited to, registration and filing fees with federal and
state agencies, blue sky expenses, expenses of shareholders meetings, expenses
of reports to existing shareholders, expenses of printing proxies and
prospectuses, insurance premiums, legal and auditing fees, dividend
disbursement expenses, expenses of the issuance, transfer and redemption of its
shares, expenses pursuant to the fund's Plan of Distribution, custodian fees,
expenses of printing and preparation of registration statements, taxes and
compensation and expenses of Trustees who are not affiliated with the
Investment Adviser.
 
    During the fiscal years ended August 31, 1998, 1997, and 1996, the
Investment Adviser's total fees amounted to $                 , $4,700,000, and
$5,299,000, 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 fiscal year ended
August 31, 1998 amounted to $ after allowance of $ to dealers.  During the
fiscal years ended August 31, 1997 and 1996 the Principal Underwriter retained
$             and $610,276, respectively.    
 
 As required by rule 12b-1, the Plan (together with the Principal Underwriting
Agreement) has been approved by the full Board of Trustees and separately by a
majority of the Trustees who are not interested persons of the Trust 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 Trustees who are interested persons of the Trust due to present
affiliations with the Investment Adviser and related companies may be
considered to have a direct or indirect financial interest in the operation of
the Plan.  Potential benefits of the Plan to the fund include improved
shareholder services, savings to the fund in transfer agency costs, savings to
the fund in advisory fees and other expenses, benefits to the investment
process from growth or stability of assets and maintenance of a financially
healthy management organization.  The selection and nomination of Trustees who
are not interested persons of the Trust shall be committed to the discretion of
the Trustees who are not interested persons during the existence of the Plan. 
Plan expenditures are reviewed quarterly and must be renewed annually by the
Board of Trustees.
 
 Under the Plan the fund may expend up to 0.30% 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 Trustees 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 100 or more eligible employees).  
 
    Commissions on sales of shares exceeding $1 million (including purchases by
any employer-spnsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the Internal Revenue Code, including any
"401(k)" plan with 100 or more eligible employees) in excess of the Plan
limitation not reimbursed during the most recent fiscal quarter are recoverable
for five quarters, provided that such commissions do not exceed the annual
expense limit.  After five quarters, commissions are not recoverable.  During
the fund's fiscal year ended August 31, 1998, the fund paid $ under the Plan as
compensation to dealers.  As of August 31, 1998 accrued and unpaid distribution
expenses were $     .    
 
 The Glass-Steagall Act and other applicable laws, among other things,
generally prohibit federally chartered or supervised banks from engaging in the
business of underwriting, selling or distributing securities, but permit banks
to make shares of mutual funds available to their customers and to perform
administrative and shareholder servicing functions.  However, judicial or
administrative decisions or interpretations of such laws, as well as changes in
either federal or state statutes or regulations relating to the permissible
activities of banks or their subsidiaries of affiliates, could prevent a bank
from continuing to perform all or a part of its servicing activities.  If a
bank were prohibited from so acting, shareholder clients of such bank would be
permitted to remain shareholders of the fund and alternate means for continuing
the servicing of such shareholders would be sought.  In such event, changes in
the operation of the fund might occur and shareholders serviced by such bank
might no longer be able to avail themselves of any automatic investment or
other services then being provided by such bank.  It is not expected that
shareholders would suffer with adverse financial consequences as a result of
any of these occurrences.  In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and certain
banks and financial institutions may be required to be registered as dealers
pursuant to state law.
 
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
 
    The fund intends to meet all the requirements and has elected the tax
status of a "regulated investment company" under the provisions of Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code").  Under
Subchapter M, if the fund distributes within specified times at least 90% of
its investment company taxable income (net investment income and the excess of
net short-term capital gains over net long-term capital losses), it will be
taxed only on the portion of the investment company taxable income that it
retains.    
 
 To qualify, the fund must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, and
gains from the sale or other disposition of stock, securities, currencies, or
other income derived with respect to its business of investing in such stock,
securities, or currencies; and (b) 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, cash items, U.S. Government securities,
securities of other regulated investment companies and other securities which
must be limited, in respect of any one issuer, to an amount not greater than 5%
of the fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in
the securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies), or in two or more issuers
which the fund controls and which are engaged in the same or similar trades or
businesses or related trades or businesses.
 
 Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gain (both long-term and short-term)
for the one-year period ending on October 31 (as though the one-year period
ending on October 31 were the regulated investment company's taxable year), and
(iii) the sum of any untaxed, undistributed net investment income and net
capital gains of the regulated investment company for prior periods.  The term
"distributed amount" generally means the sum of (i) amounts actually
distributed by the fund from its current year's ordinary income and capital
gain income and (ii) any amount on which the fund pays income tax during the
periods described above.  The fund intends to distribute net investment income
and net capital gains so as to minimize or avoid the excise tax liability.
 
 The fund also intends to distribute to shareholders all of the excess of net
long-term capital gain over net short-term capital loss on sales of securities. 
If the net asset value of shares of the fund should, by reason of a
distribution of realized capital gains, be reduced below a shareholder's cost,
such distribution would be, in effect, a return of capital to that shareholder
even though taxable to the shareholder, and a sale of shares by a shareholder
at net asset value at that time would establish a capital loss for federal tax
purposes.  In particular, investors should consider the tax implications of
purchasing shares just prior to a dividend or distribution record date.  Those
investors purchasing shares just prior to such a date will then receive a
partial return of capital upon the dividend or distribution, which will
nevertheless be taxable to them as an ordinary or capital gains dividend.
 
 Dividends and distributions generally are taxable to shareholders at the time
they are paid.  However, dividends declared in October, November and December
and made payable to shareholders of record in such a month are treated as paid
and are thereby taxable as of December 31, provided that the fund pays the
dividend no later than the end of January of the following year.
 
 If a shareholder exchanges or otherwise disposes of shares of the fund within
90 days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously
incurred in acquiring the fund's shares will 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 the 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.
 
    As of the date of this statement of additional information, the maximum
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 generally
applicable to net capital gains on assets held more than one year is 20%, 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 in a
taxable year will be required to pay an additional amount 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 income tax up to $100,000. 
Naturally, the amount of tax payable by a taxpayer will be affected by a
combination of tax law rules covering, e.g., deductions, credits, deferrals,
exemptions, sources of income and other matters.  Under the Code, an individual
is entitled to establish an IRA each year (prior to the tax return filing
deadline for that year) whereby earnings on investments are tax-deferred.  In
addition, in some cases, the IRA contribution itself may be deductible.      
 
 The foregoing is limited to a summary discussion of federal taxation and
should not be viewed as a comprehensive discussion of all provisions of the
Code relevant to investors.  Dividends and distributions may also be subject to
state or local taxes.  Investors should consult their own tax advisers for
additional details as to their particular tax status.
 
 
                               PURCHASE OF SHARES
 
<TABLE>
<CAPTION>
METHOD                   INITIAL INVESTMENT                            ADDITIONAL INVESTMENTS               
 
<S>                      <C>                                           <C>                                  
                         See "Investment Minimums and Fund             $50 minimum (except where a          
                         Numbers" for initial investment               lower                                
                         minimums.                                     minimum is noted under               
                                                                       "Investment                          
                                                                       Minimums and Fund Numbers").         
 
By contacting            Visit any investment dealer who is            Mail directly to your                
your                     registered in the state where the             investment dealer's address          
investment               purchase is made and who has a sales          printed on your                      
dealer                   agreement with American Funds                 account statement.                   
                         Distributors.                                                                      
 
By mail                  Make your check payable to the fund and       Fill out the account additions       
                         mail to the address indicated on the          form at the bottom of a recent       
                         account application.  Please indicate         account statement, make your         
                         an investment dealer on the account           check payable to the fund,           
                         application.                                  write your account number on         
                                                                       your check, and mail the check       
                                                                       and form in the envelope             
                                                                       provided with your account           
                                                                       statement.                           
 
By telephone             Please contact your investment dealer         Complete the "Investments by         
                         to open account, then follow the              Phone" section on the account        
                         procedures for additional investments.        application or                       
                                                                       American FundsLink                   
                                                                       Authorization Form.  Once you        
                                                                       establish the privilege, you,        
                                                                       your financial advisor or any        
                                                                       person with your account             
                                                                       information can call American        
                                                                       FundsLine(r) and make                
                                                                       investments by telephone             
                                                                       (subject to conditions noted         
                                                                       in "Telephone and Computer           
                                                                       Purchases, Redemptions and           
                                                                       Exchanges" below).                   
 
By computer              Please contact your investment dealer to      Complete the American FundsLink      
                         open account, then follow the procedures      Authorization Form.  Once you        
                         for additional investments.                   establish the privilege, you,        
                                                                       your financial advisor or any        
                                                                       person with your account             
                                                                       information may access American      
                                                                       FundsLine(r) on the Internet         
                                                                       and make investments by              
                                                                       computer (subject to conditions      
                                                                       noted in "Telephone and              
                                                                       Computer Purchases, Redemptions      
                                                                       and Exchanges" below).               
 
By wire                  Call 800/421-0180 to obtain your              Your bank should wire your           
                         account number(s), if necessary.              additional                           
                         Please indicate an                            investments in the same manner       
                         investment dealer on the account.             as described under "Initial          
                         Instruct your bank to wire funds to:          Investment."                         
                         Wells Fargo Bank                                                                   
                         155 Fifth Street                                                                   
                         Sixth Floor                                                                        
                         San Francisco, CA 94106                                                            
                         (ABA #121000248)                                                                   
                         For credit to the account of:                                                      
                         American Funds Service Company                                                     
                         a/c #4600-076178                                                                   
                         (fund name)                                                                        
                         (your fund acct. no.)                                                              
 
THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER.                                           
                                          
 
</TABLE>
 
INVESTMENT MINIMUMS AND FUND NUMBERS - Here are the minimum initial investments
required by the funds in The American Funds Group along with fund numbers for
use with our automated phone line, American FundsLine(r) (see description
below):
 
<TABLE>
<CAPTION>
FUND                                                                 MINIMUM            FUND               
                                                                     INITIAL            NUMBER             
                                                                     INVESTMENT                            
 
<S>                                                                  <C>                <C>                
STOCK AND STOCK/BOND FUNDS                                                                                 
AMCAP Fund(r)                                                                           02                 
                                                                     $1,000                                
American Balanced Fund(r)                                                               11                 
                                                                     500                                   
American Mutual Fund(r)                                                                 03                 
                                                                     250                                   
Capital Income Builder(r)                                                               12                 
                                                                     1,000                                 
Capital World Growth and Income Fund(sm)                                                33                 
                                                                     1,000                                 
EuroPacific Growth Fund(r)                                                              16                 
                                                                     250                                   
Fundamental Investors(sm)                                                               10                 
                                                                     250                                   
The Growth Fund of America(r)                                                           05                 
                                                                     1,000                                 
The Income Fund of America(r)                                                           06                 
                                                                     1,000                                 
The Investment Company of America(r)                                                    04                 
                                                                     250                                   
The New Economy Fund(r)                                                                 14                 
                                                                     1,000                                 
New Perspective Fund(r)                                                                 07                 
                                                                     250                                   
SMALLCAP World Fund(r)                                                                  35                 
                                                                     1,000                                 
Washington Mutual Investors Fund(sm)                                                    01                 
                                                                     250                                   
BOND FUNDS                                                                                                 
American High-Income Municipal Bond Fund(r)                                             40                 
                                                                     1,000                                 
American High-Income Trust(sm)                                                          21                 
                                                                     1,000                                 
The Bond Fund of America(sm)                                                            08                 
                                                                     1,000                                 
Capital World Bond Fund(r)                                                              31                 
                                                                     1,000                                 
Intermediate Bond Fund of America(r)                                                    23                 
                                                                     1,000                                 
Limited Term Tax-Exempt Bond Fund of America(sm)                                        43                 
                                                                     1,000                                 
The Tax-Exempt Bond Fund of America(r)                                                  19                 
                                                                     1,000                                 
The Tax-Exempt Fund of California(r)*                                                   20                 
                                                                     1,000                                 
The Tax-Exempt Fund of Maryland(r)*                                                     24                 
                                                                     1,000                                 
The Tax-Exempt Fund of Virginia(r)*                                                     25                 
                                                                     1,000                                 
U.S. Government Securities Fund(sm)                                                     22                 
                                                                     1,000                                 
MONEY MARKET FUNDS                                                                                         
The Cash Management Trust of America(r)                                                 09                 
                                                                     2,500                                 
The Tax-Exempt Money Fund of America(sm)                                                39                 
                                                                     2,500                                 
The U.S. Treasury Money Fund of America(sm)                                             49                 
                                                                     2,500                                 
___________                                                                                                
*Available only in certain states.                                                                         
 
</TABLE>
 
 
 For retirement plan investments, the minimum is $250, except that the money
market funds have a minimum of $1,000 for individual retirement accounts
(IRAs).  Minimums are reduced to $50 for purchases through "Automatic
Investment Plans" (except for the money market funds) or to $25 for purchases
by retirement plans through payroll deductions and may be reduced or waived for
shareholders of other funds in The American Funds Group.  TAX-EXEMPT FUNDS
SHOULD NOT SERVE AS RETIREMENT PLAN INVESTMENTS.  The minimum is $50 for
additional investments (except as noted above).
 
   SALES CHARGES -- The sales charges you pay when purchasing the stock,
stock/bond, and bond funds of The American Funds Group are set forth below. 
The money market funds of The American Funds Group are offered at net asset
value.  (See "Investment Minimums and Fund Numbers" for a listing of the
funds.)    
 
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE                                   SALES CHARGE AS                    DEALER                
AT THE OFFERING PRICE                                PERCENTAGE OF THE:                   CONCESSION            
                                                                                        AS PERCENTAGE         
                                                                                        OF THE                
                                                                                        OFFERING              
                                                                                        PRICE                 
 
                                                     NET AMOUNT         OFFERING                              
                                                     INVESTED           PRICE                                 
 
<S>                                                  <C>                <C>             <C>                   
STOCK AND STOCK/BOND FUNDS                                                                                    
 
Less than $50,000                                    6.10%                                                    
                                                                        5.75%           5.00%                 
$50,000 but less than $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                               (see below)           
                                                                        none                                  
</TABLE>
 
   PURCHASES NOT SUBJECT TO SALES CHARGES -- Investments of $1 million or more
and investments made by employer-sponsored defined contribution-type plans with
100 or more eligible employees are sold with no initial sales charge.  A
contingent deferred sales charge may be imposed on certain redemptions by these
accounts made within one year of 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.     
 
   In addition, the stock, stock/bond and bond funds may sell shares at net
asset value to:     
 
 (1) current or retired directors, trustees, officers and advisory board
members of the funds managed by Capital Research and Management Company,
employees of Washington Management Corporation, employees and partners of The
Capital Group Companies, Inc. and its affiliated companies, certain family
members of the above persons, and trusts or plans primarily for such persons; 
 
 (2) current registered representatives, retired registered representatives
with respect to accounts established while active, or full-time employees (and
their spouses, parents, and children) of dealers who have sales agreements with
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. 
 
   DEALER COMMISSIONS -- Commissions of up to 1% will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 100 or more eligible employees, and for purchases made at
net asset value by certain retirement plans of organizations with collective
retirement plan assets of $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.    
 
   OTHER COMPENSATION TO DEALERS -- American Funds Distributors, at its expense
(from a designated percentage of its income), currently provides 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.    
       
 
 Qualified dealers currently are paid a continuing service fee not to exceed
0.25% of average net assets (0.15% in the case of the money market funds)
annually in order to promote selling efforts and to compensate them for
providing certain services.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.
 
   REDUCING YOUR SALES CHARGE -- You and your immediate family may combine
investments to reduce your costs.  You must let your investment dealer or
American Funds Service Company know if you qualify for a reduction in your
sales charge using one or any combination of the methods described below.    
 
   STATEMENT OF INTENTION -- You may enter into a non-binding commitment to
purchase shares of a fund(s) over a 13-month period and receive the same sales
charge as if all shares had been purchased at once.  This includes purchases
made during the previous 90 days, but does not include appreciation of your
investment or reinvested distributions.  The reduced sales charges and public
offering prices set forth in the Prospectus apply to purchases of $50,000 or
more made within a 13-month period subject to the following statement of
intention (the "Statement") terms:  The Statement is not a binding obligation
to purchase the indicated amount.  When a shareholder elects to use the
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 pay
to the Principal Underwriter the difference between the sales charge actually
paid and the sales charge which would have been paid if the total purchases had
been made at a single time.  If the difference is not paid within 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.    
 
    When the trustees of certain retirement plans purchase shares by payroll
deduction, the sales charge for the investments made during the 13-month period
will be handled as follows: the regular monthly payroll deduction investment
will be multiplied by 13 and then multiplied by 1.5.  The current value of
existing American Funds investments (other than money market fund investments)
and any rollovers or transfers reasonably anticipated to be invested in
non-money market American Funds during the 13-month period 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 of intention, a sales charge will be assessed
according to the sales charge breakpoint thus determined.  There will be no
retroactive adjustments in sales charges on investments previously made during
the 13-month period.    
 
 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 1940 Act, 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.
 
   CONCURRENT PURCHASES -- You may combine purchases of two or more funds in
The American Funds Group, except direct purchases of the money market funds. 
Shares of money market funds purchased through an exchange, reinvestment or
cross-reinvestment from a fund having a sales charge do qualify.    
 
   RIGHT OF ACCUMULATION -- You may take into account the current value of your
existing holdings in The American Funds Group, as well as your holdings in
Endowments (shares of which may be owned only by tax-exempt organizations), to
determine your sales charge on investments in accounts eligible to be
aggregated, or when making a gift to an individual or charity.  Direct
purchases of the money market funds are excluded.    
 
   PRICE OF SHARES -- Shares are purchased at the offering price next
determined after the purchase order is received and accepted by the fund or
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 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 do not always indicate the 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 closing 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, Martin Luther King, Jr.'s Birthday,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day.
 
 All portfolio securities of funds managed by Capital Research and Management
Company are valued, and the net asset value per share of the fund is
determined, as follows:
 
 1. Equity securities, including depositary receipts, are valued at the last
reported sale price on the exchange or market on which such securities are
traded, as of the close of business on the day the securities are being valued
or, lacking any sales, at the last available bid price.  In cases where equity
securities are traded on more than one exchange, the securities are valued on
the exchange or market determined by the Investment Adviser to be the broadest
and most representative market, which may be either a securities exchange or
the over-the-counter market.  Fixed-income securities are valued at prices
obtained from a pricing service, when such prices are available; however, in
circumstances where the Investment Adviser deems it appropriate to do so, such
securities will be valued at the mean quoted bid and asked prices or at prices
for securities of comparable maturity, quality and type. 
 
  Securities with original maturities of one year or less having 60 days or
less to maturity are amortized to maturity based on their cost if acquired
within 60 days of maturity or, if already held on the 60th day, based on the
value determined on the 61st day.  Forward currency contracts are valued at the
mean of representative quoted bid and asked prices.
 
  Assets or liabilities initially expressed in terms of foreign currencies are
translated prior to the next determination of the net asset value of the fund's
shares into U.S. dollars at the prevailing market rates.  
 
  Securities and assets for which representative market quotations are not
readily available are valued at fair value as determined in good faith under
policies approved by the fund's Board.  The fair value of all other assets is
added to the value of securities to arrive at the total assets; 
 
 2. Liabilities, including accruals of taxes and other expense items, are
deducted from total assets; and
 
 3. Net assets so obtained are then divided by the total number of shares
outstanding, and the result, rounded to the nearer cent, is the net asset value
per share.
 
 Any purchase order may be rejected by the Principal Underwriter or by the
Trust.  The Trust will not knowingly sell shares of the fund (other than for
the reinvestment of dividends or capital gain distributions) directly,
indirectly or through a unit investment trust to any person or entity, where,
after the sale, such person, or entity would own beneficially directly,
indirectly, or through a unit investment trust more than 4.5% of the
outstanding shares of the fund without the consent of a majority of the Board
of Trustees.
 
                                  SELLING SHARES
 
 Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company.  You may sell
(redeem) shares in your account in any of the following ways:    
 
    THROUGH YOUR DEALER (certain charges may apply)
 
- - Shares held for you in your dealer's street name must be sold through the
dealer.    
 
    WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
- - Requests must be signed by the registered shareholder(s)
- - A signature guarantee is required if the redemption is:
- -- Over $50,000;
- -- Made payable to someone other than the registered shareholder(s); or
- -- Sent to an address that has not been used with the account for at least 10
days.
 
Your signature may be guaranteed by a domestic stock exchange or the National
Association of Securities Dealers, Inc., bank, savings association or credit
union that are eligible guarantor institutions.
 
- - Additional documentation may be required for sales of shares held in
corporate, partnership or fiduciary accounts.
- - You must include any shares you wish to sell that are in certificate
form.    
 
    TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(SM)
 
- - Redemptions by telephone or fax (including American FundsLine(r) and American
FundsLine OnLine(sm)) are limited to $50,000 per shareholder each day.
- - Checks must be made payable to the registered shareholder(s).
- - Checks must be mailed to an address of record that has been used with the
account for at least 10 days.    
 
    MONEY MARKET FUNDS
 
- - You may have redemptions of $1,000 or more wired to your bank by writing
American Funds Service Company.
- - You may establish check writing privileges (use the money market funds
application).
 
- -- If you request check writing privileges, you will be provided with checks
that you may use to draw against your account.  These checks may be made
payable to anyone you designate and must be signed by the authorized number or
registered shareholders exactly as indicated on your checking account signature
card.    
 
    Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 15
calendar days from the purchase date).  Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the Investment Company Act of 1940), sale proceeds will be
paid on or before the seventh day following receipt and acceptance of an order. 
Interest will not accrue or be paid on amounts that represent uncashed
distribution or redemption checks.    
 
    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.    
 
    You may reinvest proceeds from a redemption or a dividend or capital gain
distribution without a sales charge (any contingent deferred sales charge paid
will be credited to your account) in any fund in The American Funds Group
within 90 days after the date of the redemption or distribution.  Redemption
proceeds of shares representing direct purchases in the money market funds are
excluded.  Proceeds will be reinvested at the next calculated net asset value
after your request is received and accepted by American Funds Service 
Company.    
 
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 100 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.
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
AUTOMATIC INVESTMENT PLAN -- The automatic investment plan enables you to make
regular monthly or quarterly investments in shares through automatic charges to
your 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 you will receive a confirmation statement at least
quarterly.  Participation in the plan will begin within 30 days after receipt
of the account application.  If your 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.  You may change the
amount of the investment or discontinue the plan at any time by writing 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 -- You 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 your 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 will
have the right, if you fail 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 toyou.  These cross-reinvestments 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) or American FundsLine Online(sm)(see "American FundsLine(r)" and
American FundsLine Online(sm) 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 and Computer Purchases, Redemptions and Exchanges" below.)
Shares held in corporate-type retirement plans for which Capital Guardian Trust
Company serves as trustee may not be exchanged by telephone, 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 fund of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
 
ACCOUNT STATEMENTS -- Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments , will be reflected on regular confirmation statements from
American Funds Service Company.  Dividend and capital gain reinvestments and
purchases through automatic investment plans and certain retirement plans will
be confirmed at least quarterly.
 
AMERICAN FUNDSLINE(R) AND AMERICAN FUNDSLINE ONLINE(SM) -- You may check your
share balance, the price of your shares, or your most recent account
transaction, redeem shares (up to $50,000 per shareholder each day), or
exchange shares around the clock with American FundsLine(r) and American
FundsLine OnLine(sm). To use this service, call 800/325-3590 from a
TouchTone(tm) telephone or access the American Funds Website on the Internet at
www.americanfunds.com.  Redemptions and exchanges through American FundsLine(r)
and American FundsLine OnLine(sm) are subject to the conditions noted above and
in "Redeeming Shares--Telephone and Computer Purchases, Redemptions and
Exchanges" below. You will need your fund number (see the list of funds in The
American Funds Group under "Purchase of Shares--Investment Minimums and Fund
Numbers"), personal identification number (the last four digits of your Social
Security number or other tax identification number associated with your
account) and account number.
 
TELEPHONE AND COMPUTER PURCHASES, REDEMPTIONS AND EXCHANGES -- By using the
telephone (including American FundsLine(r)) and American FundsLine OnLine(sm),
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.
 
   SHARE CERTIFICATES -- Shares are credited to your account and certificates
are not issued unless you request them by writing to American Funds Service
Company.    
 
   REDEMPTION OF SHARES -- The fund's Declaration of Trust permits the fund to
direct the Transfer Agent to redeem your shares if, through redemptions, market
decline or otherwise, they have a value of less than the minimum initial
investment amount required of new shareholders (determined, for this purpose
only, as the greater of the shareholder's cost or the current net asset value
of the shares, including any shares acquired through reinvestment of income
dividends and capital gain distributions).  We will give you prior notice of at
least 60 days before the involuntary redemption provision is made effective
with respect to your account.  You will have not less than 30 days from the
date of such notice within which to bring the account up to the minimum
determined as set forth above.    
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
    The Investment Adviser places orders for the fund's portfolio securities
transactions.  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 agents) 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 have an obligation
to obtain the lowest available commission rate to the exclusion of price,
service and qualitative considerations.     
 
    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.    
 
    Brokerage commissions paid on portfolio transactions, including dealer
concessions on underwritings, for the fiscal year ended August 31, 1998
amounted to $          .  No brokerage commissions were paid for the fiscal
year ended August 31, 1997.  Brokerage commissions, including dealer
concessions on underwritings, for the fiscal year ended August 31, 1996,
amounted to $          .       
 
                              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.
 
   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 $       for the fiscal year ended August 31, 1998.    
 
INDEPENDENT AUDITORS -- Deloitte & Touche LLP, 1000 Wilshire Boulevard, 15th
Floor, Los Angeles, CA  90017, has served as the fund's independent auditors
since its inception, providing audit services, preparation of tax returns and
review of certain documents to be filed with the Securities and Exchange
Commission.  The financial statements included in this Statement of Additional
Information have been so included in reliance on the report of the independent
auditors given on the authority of said firm as experts in accounting and
auditing.
 
   REPORTS TO SHAREHOLDERS -- The Trust's fiscal year ends on August 31.  It
provides shareholders  at least semiannually with reports showing the
investment portfolio, financial statements and other information.  The fund's
annual financial statements are audited annually by the Trust's independent
auditors, Deloitte & Touche LLP, whose selection is determined by the
Trustees.    
 
PERSONAL INVESTING POLICY -- The Investment Adviser and its affiliated
companies have adopted a personal investing policy consistent with Investment
Company Institute guidelines.  This policy includes:  a ban on acquisitions of
securities pursuant to an initial public offering; restrictions on acquisitions
of private placement securities; pre-clearance and reporting requirements;
review of duplicate confirmation statements; annual recertification of
compliance with codes of ethics;  blackout periods on personal investing for
certain investment personnel; ban on short-term trading profits for investment
personnel; limitations on service as a trustee 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.
 
 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>
<S>                                                          <C>              
DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND                        
OFFERING PRICE PER SHARE -- AUGUST 31, 1998                                   
                                                                              
Net asset value and redemption price per share                                
(Net assets divided by shares outstanding)                   $                
                                                                              
Offering price per share (100/95.25 of per share                              
net asset value, which takes into account the                                 
fund's current maximum sales charge)                         $                
</TABLE>
 
SHAREHOLDER AND TRUSTEE RESPONSIBILITY -- Under the laws of certain states,
including Massachusetts, where the Trust was organized, and California, where
the Trust's principal office is located, shareholders of a Massachusetts
business trust may, under certain circumstances, be held personally liable as
partners for the obligations of the Trust.  However, the risk of a shareholder
incurring any financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.  The Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and provides that
notice of the disclaimer may be given in each agreement, obligation, or
instrument which is entered into or executed by the Trust or Trustees.  The
Declaration of Trust provides for indemnification out of Trust property of any
shareholder held personally liable for the obligations of the Trust and also
provides for the Trust to reimburse such shareholder for all legal and other
expenses reasonably incurred in connection with any such claim or liability.
 
 Under the Declaration of Trust, the Trustees or officers are not liable for
actions or failure to act; however, they are not protected from liability by
reason of their willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office.  The Trust
will provide indemnification to its Trustees and officers as authorized by its
By-Laws and by the 1940 Act and the rules and regulations thereunder.
 
SHAREHOLDER VOTING RIGHTS --  All shares of the fund have equal voting rights
and may be voted in the elections of Trustees and on other matters submitted to
the vote of shareholders.  As permitted by Massachusetts law, there will
normally be no meetings of shareholders for the purpose of electing Trustees
unless and until such time as less than a majority of the Trustees holding
office have been elected by shareholders.  At that time, the Trustees then in
office will call a shareholders' meeting for the election of Trustees.  The
Trustees must call a meeting of shareholders for the purpose of voting upon the
question of removal of any Trustee when requested to do so by the record
holders of 10% of the outstanding shares. At such a meeting, a Trustee may be
removed after the holders of record of not less than a majority of the
outstanding shares of the fund have declared that the Trustee be removed either
by declaration in writing or by votes cast in person or by proxy.  Except as
set forth above, the Trustees will continue to hold office and may appoint
successor Trustees.  The shares do not have cumulative voting rights, which
means that the holders of a majority of the shares voting for the election of
Trustees can elect all the Trustees.  No amendment may be made to the Trust's
Declaration of Trust without the affirmative vote of a majority of the
outstanding shares of the fund except that amendments may be made upon the sole
approval of the Trustees to conform the Declaration of Trust to the
requirements of applicable Federal laws or regulations or the requirements of
the regulated investment company provisions of the Code, however, the Trustees
will not be liable for failing to do so.  If not terminated by the vote or
written consent of a majority of the outstanding shares, the Trust will
continue indefinitely.
 
 The Trust currently issues shares in one series (the fund), but the Board of
Trustees may establish additional series of shares in the future.  When more
than one series of shares is outstanding, shares of all series will vote
together for a single set of Trustees, and on other matters affecting the
entire Trust, with each share entitled to a single vote.  On matters affecting
only one series, only the shareholders of that series shall be entitled to
vote.  On matters relating to more than one series but affecting the series
differently, separate votes by series are required.
 
                  
    
   INVESTMENT RESULTS AND RELATED STATISTICS
 
 The fund's yield is    % based on the 30-day (or one month) period ended
August 31, 1998, 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 may also calculate a distribution rate on a taxable and tax
equivalent basis.  The distribution rate is computed by annualizing the current
month's dividend and dividing by average net asset value or maximum offering
price for the month.  The distribution rate may differ from the yield.
 
 In addition, investments in premium bonds may affect the fund's distribution
rate.  A premium bond is bond which is purchased for more than its face value. 
Because of this, the bond usually pays a higher than market rate interest, but
the value of the bond (which affects the net asset value of the fund) will be
lower than its purchase price as it nears maturity.  The SEC yield takes into
account the long-term effects of premium bonds (I.E., for a premium bond, the
income must be regularly reduced (amortized) by an amount that provides for the
future decrease in value of the bond) whereas the distribution rate may not. 
Therefore, the distribution rates of bond funds that invest in premium bonds
(and do not amortize) usually are higher than their SEC yields.
 
 Income from "roll" transactions (the sale of GNMA certificates or other
securities together with a commitment, for which the Fund receives a fee, to
purchase similar securities at a future date) is recorded for accounting
purposes as interest income ratable over the term of each roll and is included
in net investment income for purposes of determining the fund's yield.
 
    As of August 31, 1998, the fund's total return over the past 12 months and
annual total return for the five-year and  ten-year periods was    %,     % and 
   %.  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.    
 
    In calculating average annual total return, the fund assumes:  (1)
deduction of the maximum sales load of 4.75% from the $1,000 initial
investment; (2) reinvestment of dividends and distributions at net asset value
on the reinvestment date determined by the Board; and (3) a complete redemption
at the end of any period illustrated.  The fund will calculate total return for
five and ten-year periods after such periods have elapsed.  In addition, the
fund may provide lifetime average total return figures.    
 
EXPERIENCE OF 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 that the Standard and 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 fund has different investment policies than the funds mentioned
above.  These results are included solely for the purpose of informing
investors about the experience and history of Capital Research and Management
Company.
 
    The fund may include information on its investment results and/or
comparisons of its investment results to various unmanaged indices 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
combine its results with those of other funds in The American Funds Group for
purposes of illustrating investment strategies involving multiple funds.    
 
    The fund may also refer to results and surveys compiled by organizations
such as CDA Investment Technologies, Ibbotson Associates, Lipper Analytical
Services ("Lipper"), Morningstar, Inc., Wiesenberger Investment Companies
Services and the U.S. Department of Commerce.  Additionally, the fund may refer
to results published in various newspapers or periodicals, including Barrons,
Forbes, Fortune, Institutional Investor, Kiplinger's Personal Finance Magazine,
Money, U.S. News and World Report and The Wall Street Journal.      
 
 
THE BENEFITS OF SYSTEMATIC INVESTING         
 
<TABLE>
<CAPTION>
 Here's how much you would have if you invested $2,000 a year in                                                     
the Fund:                                                                        
<S>                            <C>                      <C>                      
                                                                                 
2 Years                        4 Years                  Lifetime                 
(9/1/96 - 8/31/98)             (9/1/94 - 8/31/98)       (10/17/85 - 8/31/98)     
$                              $                        $                        
</TABLE>
 
    
             SEE THE DIFFERENCE TIME CAN MAKE IN AN INVESTMENT PROGRAM
 
<TABLE>
<CAPTION>
If you had invested                                                      ... and taken all                 
$10,000 in the Fund                                                     distributions in shares,           
this many years ago...                                                  your investment would              
|                                                                       have been worth this               
                                                                        much at August 31, 1998            
                                          Periods                                                          
 
Number of Years                          9/1-8/31, 1998                     Value**                        
 
<S>                                     <C>                             <C>                                
 1                                      1997 - 1998                     $                                  
 
 2                                      1996 - 1998                     10,388                             
 
 3                                      1995 - 1998                     10,743                             
 
 4                                      1994  - 1998                    11,665                             
 5                                      1993  - 1998                    11,236                             
 
 6                                      1992  - 1998                    12.633                             
 
 7                                      1991  - 1998                    14,274                             
 
 8                                      1990  - 1998                    16,040                             
 
 9                                      1989  - 1998                    17,343                             
 
 10                                     1988  - 1998                    19,038                             
 
 11                                     1987  - 1998                    20,638                             
 
 12                                     1986  - 1998                    20,980                             
 
 Lifetime                               1985* - 1998                    23,739                             
 
</TABLE>
 
    
 
 
Illustration of a $10,000 investment in the Fund
with dividends reinvested
   (For the lifetime of the Fund October 17, 1985 - August 31, 1998)
 
<TABLE>
<CAPTION>
               COST OF SHARES                                      VALUE OF SHARES**   
 
Fiscal                                       Total         From           From               From                        
Year End      Annual        Dividends        Investment    Initial        Capital Gains      Dividends      Total        
August 31     Dividends     (cumulative)        Cost       Investment     Reinvested         Reinvested     Value        
<S>           <C>           <C>              <C>           <C>            <C>                <C>            <C>          
1986*         $  825        $  825           $10,825       $9,920         $26                    $  833     $10,779      
 
1987          1,035         1,860              11,860        9,167        38                      1,748       10,953     
 
1988          1,099         2,959              12,959        9,027        37                      2,809       11,873     
 
1989          1,211         4,170              14,170        8,987        37                      4,016       13,040     
 
1990          1,289         5,459              15,459        8,833        37                      5,227       14,097     
 
1991          1,383         6,842              16,842        9,047        37                      6,753       15,837     
 
1992          1,382         8,224              18,224        9,420        39                      8,445       17,904     
 
1993          1,417         9,641              19,641        9,820        41                     10,269       20,130     
 
1994          1,440         11,081             21,081        8,787        36                     10,557       19,380     
 
1995          1,547         12,628             22,628        8,827        37                     12,184       21,048     
 
1996          1,493         14,121             24,121        8,520        35                     13,208       21,763     
 
1997          1,545         15,666             25,666        8,687        36                     15,016       23,739     
 
1998                                                                                                                     
 
</TABLE>
 
    
The dollar amount of capital gain distributions during the period was $41.
 
*  From inception on October 17, 1985.
 
** Results assume deduction of the maximum sales charge of 4.75% from the
initial purchase payment.
 
                                    APPENDIX
                    DESCRIPTION OF COMMERCIAL PAPER RATINGS
 
MOODY'S INVESTORS SERVICE, INC.:  "Prime-1" is the highest commercial paper
rating and issuers rated in this category have the following characteristics:
 
 "Issuers rated 'Prime-1' have a superior capacity for repayment of short-term
promissory obligations.  Prime-1 repayment capacity will normally be evidenced
by
 
   -- leading market positions in well-established industries
   -- high rates of return on funds employed
   -- conservative capitalization structures with moderate reliance on debt and
ample asset protections
   -- broad margins in earnings coverage of fixed financial charges and high
internal cash generation
   -- well-established access to a range of financial markets and assured
sources of alternate liquidity."
 
STANDARD & POOR'S CORPORATION'S:  "A-1" is the highest commercial paper rating,
and issuers rated in this category have the following characteristics:   
 
 "A-1 -- This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong.  Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation."
 
 
                                     PART C
                        U.S. GOVERNMENT SECURITIES FUND
 
                                OTHER INFORMATION
       
   ITEM 23. EXHIBITS
 
(a) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(b) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(c) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(d) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(e) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(f) None.
(g) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(h) None.
(i) Not applicable to this filing.
(j) Consent of independent auditors - to be filed by amendment. 
(k) None.
(l) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(m) Previously filed (see Post-Effective Amendment No. 19 filed October 29,
1997).
(n) EX-27 Financial data schedule (EDGAR)
(o) None    
 
   ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
 None.    
 
   ITEM 25. INDEMNIFICATION.    
 
 Registrant is a joint-insured under Investment Advisor/Mutual Fund Errors and
Omissions Policies written by American International Surplus Lines Insurance
Company, Chubb Custom Insurance Company and ICI Mutual Insurance Company which
insures its officers and Trustees against certain liabilities.  However, in no
event will Registrant maintain insurance to indemnify any such person for any
act for which Registrant itself is not permitted to indemnify the individual.
 
 Article VI of the Trust's By-Laws states:
 
 (a)  The Trust shall indemnify any Trustee or officer of the Trust who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than action by or in the right of the Trust) by reason
of the fact that such person is or was such Trustee or officer or an employee
or agent of the Trust, or is or was serving at the request of the Trust as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith or in a manner reasonably believed to be
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that such person's
conduct was unlawful.
 
    (b) The Trust shall indemnify any Trustee or officer of the Trust who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Trust to procure a judgment
in its favor by reason of the fact that such person is or was such Trustee or
officer or an employee or agent of the Trust, or is or was serving at the
request of the Trust as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other   enterprise, against
expenses (including attorneys' fees), actually and reasonably incurred by such
person in connection with the defense or settlement of such action or 
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Trust, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Trust unless and
only to the extent that the court in which such action or suit was brought, or
any other court having jurisdiction in the premises, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
 
 (c) To the extent that a Trustee or officer of the Trust has been successful
on the merits in defense of any action, suit or proceeding referred to in
subparagraphs (a) or (b) above or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith, without the necessity for the determination as to the standard of
conduct as provided in subparagraph (d).
 
 (d) Any indemnification under subparagraph (a) or (b) (unless ordered by a
court) shall be made by the Trust only as authorized in the specific case upon
a determination that indemnification of the Trustee or officer is proper under
the standard of conduct set forth in subparagraph (a) or (b).  Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of Trustees who were not parties to such action, suit or proceeding,
and are disinterested Trustees or (ii) if such a quorum of disinterested
Trustees so directs, by independent legal counsel in a written opinion.
 
 (e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Trust in advance of the final disposition of such
action, suit or proceeding, as authorized in the particular case, upon receipt
of an undertaking and security by or on behalf of the Trustee or officer to
repay such amount unless it shall ultimately be determined that such person is
entitled to be indemnified by the Trust as authorized herein.
 
 (f) Agents and employees of the Trust who are not Trustees or officers of the
Trust may be indemnified under the same standards and procedures set forth
above, in the discretion of the Board.
 
 (g) Any indemnification pursuant to this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled and shall
continue as to a person who has ceased to be Trustee or officer and shall inure
to the benefit of the heirs, executors and administrators of such person.
 
 (h) Nothing in the Declaration of Trust or in these By-Laws shall be deemed to
protect any Trustee, officer, distributor, investment adviser or controlling
shareholder of the Trust against any liability to the Trust or to its
shareholders to which such person would otherwise be subject by reason of
willful malfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
 
 (i) The Trust shall have the power to purchase and maintain insurance on
behalf of any person against any liability asserted against or incurred by such
person, whether or not the Trust would have the power to indemnify such person
against such liability under the provisions of this Article.  Nevertheless,
insurance will not be purchased or maintained by the Trust if the purchase or
maintenance of such insurance would result in the indemnification of any person
in contravention of any rule or regulation of the SEC.  
 
  Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Trustee, officer of
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer of controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 
   ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.    
 
 None.
 
   ITEM 27. PRINCIPAL UNDERWRITERS.    
 
 (a) American Funds Distributors, Inc. is also the Principal Underwriter of
shares of:  AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds
Tax-Exempt Series I, The American Funds Tax-Exempt Series II, American
High-Income Municipal Bond Fund, Inc., American High-Income Trust, American
Mutual Fund, Inc., The Bond Fund of America, Inc., Capital Income Builder,
Inc., Capital World Bond Fund, Inc., Capital World Growth and Income Fund,
Inc., The Cash Management Trust of America, 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 Money Fund of America, The U.S. Treasury Money
Fund of America and Washington Mutual Investors Fund, Inc.
   
 
<TABLE>
<CAPTION>
       (B)          (1)                           (2)            (3)                      
 
                                                                                          
 
      NAME AND PRINCIPAL             POSITIONS AND OFFICES       POSITIONS AND            
                                                                 OFFICES                  
      BUSINESS ADDRESS                WITH UNDERWRITER            WITH REGISTRANT         
 
      David L. Abzug                 Regional Vice               None                     
                                     President                                            
 
      27304 Park Vista Road                                                               
 
<S>   <C>                            <C>                         <C>                      
      Agoura Hills, CA 91301                                                              
 
                                                                                          
 
      John A. Agar                   Regional Vice               None                     
                                     President                                            
 
      1501 N. University, Suite                                                           
      227A                                                                                
 
      Little Rock AR 72207                                                                
 
                                                                                          
 
      Robert B. Aprison              Vice President              None                     
 
      2983 Bryn Wood Drive                                                                
 
      Madison, WI  53711                                                                  
 
                                                                                          
 
L     William W. Bagnard             Vice President              None                     
 
                                                                                          
 
      Steven L. Barnes               Senior Vice President       None                     
 
      5400 Mt. Meeker                                                                     
 
      Boulder, CO 80301                                                                   
 
                                                                                          
 
B     Carl R. Bauer                  Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      Michelle A. Bergeron            Vice President             None                     
 
      4160 Gateswalk Drive                                                                
 
      Smyrna, GA 30080                                                                    
 
                                                                                          
 
      Joseph T. Blair                Senior Vice President       None                     
 
      27 Drumlin Road                                                                     
 
      West Simsbury, CT  06092                                                            
 
                                                                                          
 
      John A. Blanchard              Regional Vice               None                     
                                     President                                            
 
      6421 Aberdeen Road                                                                  
 
      Mission Hills, KS 66208                                                             
 
                                                                                          
 
      Ian B. Bodell                  Senior Vice President       None                     
 
      P.O. Box 1665                                                                       
 
      Brentwood, TN 37024-1665                                                            
 
                                                                                          
 
      Michael L. Brethower           Vice President              None                     
 
      2320 North Austin Avenue                                                            
 
      Georgetown, TX  78626                                                               
 
                                                                                          
 
      C. Alan Brown                  Regional Vice               None                     
                                     President                                            
 
      4129 Laclede Avenue                                                                 
 
      St. Louis, MO  63108                                                                
 
                                                                                          
 
H     J. Peter Burns                 Vice President              None                     
 
                                                                                          
 
      Brian C. Casey                 Regional Vice               None                     
                                     President                                            
 
      8002 Greentree Road                                                                 
 
      Bethesda, MD 20817                                                                  
 
                                                                                          
 
      Victor C. Cassato              Senior Vice President       None                     
 
      609 W. Littleton Blvd., Suite 310                                                        
 
      Littleton, CO  80121                                                                
 
                                                                                          
 
      Christopher J. Cassin           Senior Vice President      None                     
 
      111 W. Chicago Avenue, Suite G3                                                        
 
      Hinsdale, IL 60521                                                                  
 
                                                                                          
 
      Denise M. Cassin                Vice President             None                     
 
      1301 Stoney Creek Drive                                                             
 
      San Ramon, CA 94538                                                                 
 
                                                                                          
 
L     Larry P. Clemmensen            Director                    None                     
 
                                                                                          
 
L     Kevin G. Clifford              Director,  President        None                     
                                     and Co-Chief Executive                               
                                     Officer                                              
 
                                                                                          
 
      Ruth M. Collier                Vice President              None                     
 
      145 West 67th St., #12K                                                             
 
      New York, NY  10023                                                                 
 
                                                                                          
 
S     David Coolbaugh                Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      Thomas E. Cournoyer            Vice President              None                     
 
      2333 Granada Boulevard                                                              
 
      Coral Gables, FL  33134                                                             
 
                                                                                          
 
      Douglas A. Critchell           Senior Vice President       None                     
 
      3521 Rittenhouse Street, N.W.                                                        
 
      Washington, D.C.  20015                                                             
 
                                                                                          
 
L     Carl D. Cutting                Vice President              None                     
 
                                                                                          
 
      Dan J. Delianedis              Regional Vice               None                     
                                     President                                            
 
      8689 Braxton Drive                                                                  
 
      Eden Prairie, MN 55347                                                              
 
                                                                                          
 
      Michael A. Dilella             Vice President              None                     
 
      P. O. Box 661                                                                       
 
      Ramsey, NJ  07446                                                                   
 
                                                                                          
 
      G. Michael Dill                Senior Vice President       None                     
 
      505 E. Main Street                                                                  
 
      Jenks, OK 74037                                                                     
 
                                                                                          
 
      Kirk D. Dodge                  Senior Vice President       None                     
 
      633 Menlo Avenue                                                                    
      Suite 210                                                                           
 
      Menlo Park, CA 94025                                                                
 
                                                                                          
 
      Peter J. Doran                 Senior Vice President       None                     
 
      1205 Franklin Avenue                                                                
 
      Garden City, NY  11530                                                              
 
                                                                                          
 
L     Michael J. Downer              Secretary                   Vice President           
 
                                                                                          
 
      Robert W. Durbin               Vice President              None                     
 
      74 Sunny Lane                                                                       
 
      Tiffin, OH  44883                                                                   
 
                                                                                          
 
I     Lloyd G. Edwards               Senior Vice President       None                     
 
                                                                                          
 
L     Paul H. Fieberg                Senior Vice President       None                     
 
                                                                                          
 
      John Fodor                      Vice President             None                     
 
      15 Latisquama Road                                                                  
 
      Southborough, MA 01772                                                              
 
                                                                                          
 
L     Mark P. Freeman, Jr.           Director                    None                     
 
                                                                                          
 
      Clyde E. Gardner               Senior Vice President       None                     
 
      Route 2, Box 3162                                                                   
 
      Osage Beach, MO  65065                                                              
 
                                                                                          
 
B     Evelyn K. Glassford            Vice President              None                     
 
                                                                                          
 
      Jeffrey J. Greiner              Vice President             None                     
 
      12210 Taylor Road                                                                   
 
      Plain City, OH 43064                                                                
 
                                                                                          
 
L     Paul G. Haaga, Jr.             Director                    Chairman of the          
                                                                 Board                    
 
                                                                                          
 
B     Mariellen Hamann               Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      David E. Harper                Senior Vice President       None                     
 
      R.D. 1, Box 210, Rte 519                                                            
 
      Frenchtown, NJ  08825                                                               
 
                                                                                          
 
      Ronald R. Hulsey                Vice President             None                     
 
      6744 Avalon                                                                         
 
      Dallas, TX  75214                                                                   
 
                                                                                          
 
      Robert S. Irish                Regional Vice               None                     
                                     President                                            
 
      1225 Vista Del Mar Drive                                                            
 
      Delray Beach, FL 33483                                                              
 
                                                                                          
 
L     Robert L. Johansen             Vice President              None                     
 
                                                                                          
 
      Michael J. Johnston            Director                    None                     
 
      630 Fifth Avenue, 36th                                                              
      Floor                                                                               
 
      New York, NY 10111                                                                  
 
                                                                                          
 
B     Damien M. Jordan               Vice President              None                     
 
                                                                                          
 
      V. John Kriss                  Senior Vice President       None                     
 
      P. O. Box 274                                                                       
 
      Surfside, CA 90743                                                                  
 
                                                                                          
 
      Arthur J. Levine               Vice President              None                     
 
      12558 Highlands Place                                                               
 
      Fishers, IN  46038                                                                  
 
                                                                                          
 
B     Karl A. Lewis                  Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      T. Blake Liberty               Regional Vice               None                     
                                     President                                            
 
      5506 East Mineral Lane                                                              
 
      Littleton, CO 80122                                                                 
 
                                                                                          
 
L     Lorin E. Liesy                 Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
L     Susan G. Lindgren              Vice President -            None                     
                                     Institutional                                        
 
                                     Investment Services                                  
 
                                                                                          
 
LW    Robert W. Lovelace             Director                    None                     
 
                                                                                          
 
      Steve A. Malbasa                Vice President             None                     
 
      13405 Lake Shore Blvd.                                                              
 
      Cleveland, OH  44110                                                                
 
                                                                                          
 
      Steven M. Markel               Senior Vice President       None                     
 
      5241 South Race Street                                                              
 
      Littleton, CO 80121                                                                 
 
                                                                                          
 
L     J. Clifton Massar              Director, Senior Vice       None                     
                                     President                                            
 
                                                                                          
 
L     E. Lee McClennahan             Senior Vice President       None                     
 
                                                                                          
 
L     James R. McCrary               Assistant Vice                                       
                                     President                   None                     
 
                                                                                          
 
S     John V. McLaughlin             Senior Vice President       None                     
 
                                                                                          
 
      Terry W. McNabb                Vice President              None                     
 
      2002 Barrett Station Road                                                           
 
      St. Louis, MO  63131                                                                
 
                                                                                          
 
L     R. William Melinat             Vice President -            None                     
                                     Institutional                                        
 
                                     Investment Services                                  
 
                                                                                          
 
      David R. Murray                Vice President              None                     
 
      60 Briant Drive                                                                     
 
      Sudbury, MA 01776                                                                   
 
                                                                                          
 
      Stephen S. Nelson              Vice President              None                     
 
      P.O. Box 470528                                                                     
 
      Charlotte, NC  28247-0528                                                           
 
                                                                                          
 
      William E. Noe                 Regional Vice               None                     
                                     President                                            
 
      304 River Oaks Road                                                                 
 
      Brentwood, TN 37027                                                                 
 
                                                                                          
 
      Peter A. Nyhus                 Regional Vice               None                     
                                     President                                            
 
      3084 Wilds Ridge Court                                                              
 
      Prior Lake, MN 55372                                                                
 
                                                                                          
 
      Eric P. Olson                  Regional Vice               None                     
                                     President                                            
 
      62 Park Drive                                                                       
 
      Glenview, IL 60025                                                                  
 
                                                                                          
 
      Fredric Phillips               Vice President              None                     
 
      175 Highland Avenue                                                                 
 
      Needham, MA 02194                                                                   
 
                                                                                          
 
B     Candance D. Pilgrim            Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      Carl S. Platou                 Regional Vice               None                     
                                     President                                            
 
      4021 96th Avenue, S.E.                                                              
 
      Mercer Island, WA 98040                                                             
 
                                                                                          
 
L     John O. Post, Jr.              Vice President              None                     
 
                                                                                          
 
S     Richard P. Prior               Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      Steven J. Reitman              Senior Vice President       None                     
 
      212 The Lane                                                                        
 
      Hinsdale, IL  60521                                                                 
 
                                                                                          
 
      Brian A. Roberts                Vice President             None                     
 
      P.O. Box 472245                                                                     
 
      Charlotte, NC  28247                                                                
 
                                                                                          
 
      George S. Ross                 Senior Vice President       None                     
 
      55 Madison Avenue                                                                   
 
      Morristown, NJ  07962                                                               
 
                                                                                          
 
L     Julie D. Roth                  Vice President              None                     
 
                                                                                          
 
L     James F. Rothenberg            Director                    None                     
 
                                                                                          
 
      Douglas F. Rowe                Regional Vice               None                     
                                     President                                            
 
      30008 Oakland Hills Drive                                                           
 
      Georgetown, TX 78628                                                                
 
                                                                                          
 
      Christopher S. Rowey           Regional Vice               None                     
                                     President                                            
 
      9417 Beverlywood Street                                                             
 
      Los Angeles, CA 90034                                                               
 
                                                                                          
 
      Dean B. Rydquist               Vice President              None                     
 
      1080 Bay Pointe Crossing                                                            
 
      Alpharetta, GA 30202                                                                
 
                                                                                          
 
      Richard R. Samson              Vice President              None                     
 
      4604 Glencoe Avenue, #4                                                             
 
      Marina del Rey, CA  90292                                                           
 
                                                                                          
 
      Joseph D. Scarpitti            Regional Vice               None                     
                                     President                                            
 
      31465 St. Andrews                                                                   
 
      Westlake, OH 44145                                                                  
 
                                                                                          
 
L     R. Michael Shanahan            Director                    None                     
 
                                                                                          
 
      David W. Short                 Director,                   None                     
      1000 RIDC Plaza, Suite         Chairman of the Board                                
      212                            and Co-Chief Executive                               
      Pittsburgh, PA  15238          Officer                                              
 
                                                                                          
 
      William P. Simon, Jr.          Senior Vice President       None                     
 
      554 Canterbury Lane                                                                 
 
      Berwyn, PA  19312                                                                   
 
                                                                                          
 
L     John C. Smith                  Assistant Vice              None                     
                                     President -                                          
                                     Institutional                                        
                                     Investment Services                                  
 
                                                                                          
 
      Rodney G. Smith                 Vice President             None                     
 
      100 N. Cenral Expressway                                                            
      Suite 1214                                                                          
 
      Richardson, TX 75080                                                                
 
                                                                                          
 
      Nicholas D. Spadaccini         Regional Vice               None                     
                                     President                                            
 
      855 Markley Woods Way                                                               
      Cincinnati, OH 45230                                                                
 
                                                                                          
 
L     Kris J. Spazafumo              Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
      Daniel S. Spradling            Senior Vice President       None                     
 
      181 Second Avenue, Suite 228                                                        
 
      San Mateo, CA  94401                                                                
 
                                                                                          
 
B     Max D. Stites                  Vice President                                       
                                                                 None                     
 
                                                                                          
 
      Thomas A. Stout                Regional Vice               None                     
                                     President                                            
 
      3919 Whooping Crane Circle                                                          
 
      Virginia Beach, VA  23455                                                           
 
                                                                                          
 
      Craig R. Strauser              Regional Vice               None                     
                                     President                                            
 
      3 Dover Way                                                                         
 
      Lake Oswego, OR 97034                                                               
 
                                                                                          
 
      Francis N. Strazzeri            Vice President             None                     
 
      31641 Saddletree Drive                                                              
 
      Westlake Village, CA                                                                
      91361                                                                               
 
                                                                                          
 
L     Drew Taylor                    Assistant Vice              None                     
                                     President                                            
 
                                                                                          
 
S     James P. Toomey                 Vice President             None                     
 
                                                                                          
 
I     Christopher E. Trede            Vice President             None                     
 
                                                                                          
 
      George F. Truesdail            Vice President              None                     
 
      400 Abbotsford Court                                                                
 
      Charlotte, NC  28270                                                                
 
                                                                                          
 
      Scott W. Ursin-Smith           Regional Vice               None                     
                                     President                                            
 
      60 Reedland Woods Way                                                               
 
      Tiburon, CA 94920                                                                   
 
                                                                                          
 
L     David M. Ward                  Vice President -            None                     
                                     Institutional                                        
                                     Investment Services                                  
 
      Thomas E. Warren               Regional Vice               None                     
                                     President                                            
 
      119 Faubel Street                                                                   
 
      Sarasota, FL  34242                                                                 
 
                                                                                          
 
L     J. Kelly Webb                  Senior Vice President,      None                     
                                     Treasurer                                            
 
                                                                                          
 
      Gregory J. Weimer              Vice President              None                     
 
      206 Hardwood Drive                                                                  
 
      Venetia, PA 15367                                                                   
 
                                                                                          
 
B     Timothy W. Weiss               Director                    None                     
 
                                                                                          
 
      N. Dexter Williams             Senior Vice President       None                     
      25 Whitside CourtP.O. Box                                                           
      2200                                                                                
      Danville, CA 94526                                                                  
 
                                                                                          
 
      Timothy J. Wilson              Regional Vice               None                     
                                     President                                            
 
      113 Farmview Place                                                                  
 
      Venetia, PA  15367                                                                  
 
                                                                                          
 
B     Laura L. Wimberly              Vice President              None                     
 
                                                                                          
 
H     Marshall D. Wingo              Director, Senior Vice       None                     
                                     President                                            
 
                                                                                          
 
L     Robert L. Winston              Director, Senior Vice       None                     
                                     President                                            
 
                                                                                          
 
      Laurie B. Wood                 Regional Vice               None                     
                                     President                                            
 
      3500 W. Camino de Urania                                                            
 
      Tucson, AZ 85741                                                                    
 
                                                                                          
 
      William R. Yost                Regional Vice               None                     
                                     President                                            
 
      9320 Overlook Trail                                                                 
 
      Eden Prairie, MN 55347                                                              
 
                                                                                          
 
      Janet M. Young                 Regional Vice               None                     
                                     President                                            
 
      1616 Vermont                                                                        
 
      Houston, TX 77006                                                                   
 
                                                                                          
 
      Scott D. Zambon                Regional Vice               None                     
                                     President                                            
 
      320 Robinson Drive                                                                  
 
      Tustin Ranch, CA 92782                                                              
 
</TABLE>
 
    
                                              
L Business Address, 333 South Hope Street, Los Angeles, CA  90071
LW Business Address, 11100 Santa Monica Boulevard, Los Angeles, CA 90025
B Business Address, 135 South State College Boulevard, Brea, CA  92821
S Business Address, 8000 IH-10 West, Suite 1400, San Antonio, TX  78230
H Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
I Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN  46240 
 
(c) None.
 
   ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.    
 
 Accounts, books and other records required by Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940, as amended, are maintained and kept in the
offices of the Trust and its investment adviser, Capital Research and
Management Company, 333 South Hope Street, Los Angeles, CA 90071.  Certain
accounting records are maintained and kept in the offices of the Fund's
accounting department, 135 South State College Blvd., Brea, CA  92821.
 
 Records covering shareholder accounts are maintained and kept by the transfer
agent, American Funds Service Company, 135 South State College Blvd., Brea, CA 
92821, 8000 IH-10 West, Suite 1400, San Antonio, TX  78230, 8332 Woodfield
Crossing Blvd., Indianapolis, IN  46240 and 5300 Robin Hood Road, Norfolk, VA 
23514. 
 
 Records covering portfolio transactions are also maintained and kept by the
custodian, The Chase Manhattan Bank, One Chase Manhattan Plaza, New York, New
York, 10081.
 
   ITEM 29. MANAGEMENT SERVICES.    
 
 None.
 
   ITEM 30. UNDERTAKINGS.
 
 n/a    
 
                            SIGNATURE OF REGISTRANT
 
 Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, and State of California, on the 28th day of August,
1998. 
 
  THE AMERICAN FUNDS INCOME SERIES
   By/s/  Paul G. Haaga, Jr.                                    
          (Paul G. Haaga, Jr., Chairman of the Board)
 
 Pursuant to the requirements of the Securities Act of 1933, this amendment to
registration statement has been signed below on August 28, 1998, by the
following persons in the capacities indicated. 
 
<TABLE>
<CAPTION>
         SIGNATURE                                      TITLE                    
 
<S>      <C>                                            <C>                      
                                                                                 
 
(1)      Principal Executive Officer:                                            
         /s/ Abner D. Goldstine                         President and            
                                                        Trustee                  
            (Abner D. Goldstine)                                                 
(2)      Principal Financial Officer                                             
         and Principal Accounting Officer:                                       
         /s/ Anthony W. Hynes, Jr.                      Treasurer                
            (Anthony W. Hynes, Jr.)                                              
(3)      Trustees:                                                               
         H. Frederick Christie*                         Trustee                  
         Don R. Conlan*                                 Trustee                  
         Diane C. Creel*                                Trustee                  
         Martin Fenton, Jr.*                            Trustee                  
         Leonard R. Fuller*                             Trustee                  
         /s/ Abner D. Goldstine                         President and            
                                                        Trustee                  
            (Abner D. Goldstine)                                                 
         /s/ Paul G. Haaga, Jr.                         Chairman and             
                                                        Trustee                  
            (Paul G. Haaga, Jr.                                                  
                                                                                 
         Herbert Hoover III*                            Trustee                  
         Richard G. Newman*                             Trustee                  
</TABLE>
 
*By  /s/ Julie F. Williams                               
 Julie F. Williams, Attorney-in-Fact


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