AMERICAN FUNDS INCOME SERIES
485BPOS, 2000-03-10
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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. 23
                                       and
                             Registration Statement
                                      Under
                         The Investment Company Act of 1940
                               Amendment No. 22

                          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 March 15, 2000 pursuant to
                            paragraph (b) of rule 485.


<PAGE>


                       U.S. Government Securities Fund/SM/

                                   Prospectus
                                 MARCH 15, 2000



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

<PAGE>

 ---------------------------------------------------------
 THE AMERICAN FUNDS INCOME SERIES
 U.S. GOVERNMENT SECURITIES FUND

 333 South Hope Street
 Los Angeles, California 90071


<TABLE>
<CAPTION>
 TABLE OF CONTENTS
 -------------------------------------------------------
 <S>                                             <C>
  Risk/Return Summary                               2
 -------------------------------------------------------
  Fees and Expenses of the Fund                     5
 -------------------------------------------------------
  Investment Objective, Strategies and Risks        6
 -------------------------------------------------------
  Management and Organization                       8
 -------------------------------------------------------
  Shareholder Information                          10
 -------------------------------------------------------
  Choosing a Share Class                           11
 -------------------------------------------------------
  Purchase and Exchange of Shares                  12
 -------------------------------------------------------
  Sales Charges                                    13
 -------------------------------------------------------
  Sales Charge Reductions and Waivers              15
 -------------------------------------------------------
  Plans of Distribution                            16
 -------------------------------------------------------
  How to Sell Shares                               17
 -------------------------------------------------------
  Distributions and Taxes                          18
 -------------------------------------------------------
  Financial Highlights                             19
 -------------------------------------------------------
</TABLE>





                                       1

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS
                                                                GVT-010-0300/RRD

<PAGE>

 ---------------------------------------------------------
 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. Securities in the fund will be
 rated AAA/Aaa.

 The fund is designed for investors seeking income and more price stability than
 stocks and lower quality fixed income securities, and capital preservation over
 the long term.  An investment in the fund is subject to risks, including the
 possibility that the fund may decline in value in response to economic,
 political or social events in the U.S. or abroad. While the fund invests in the
 highest quality debt securities, these securities may be affected by changing
 interest rates and prepayment risks. It is important to note that neither the
 fund nor its yield are guaranteed by the U.S. Government.

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

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


                                       2

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 INVESTMENT RESULTS

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


                 CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

   (Results do not include a sales charge; if one were included, results would
                                   be lower.)

 ------------------------------------------------------------------------------
 [bar chart]
 1990    9.80%
 1991   14.16%
 1992    7.59%
 1993   10.44%
 1994   -4.65%
 1995   15.46%
 1996    2.82%
 1997    8.39%
 1998    7.87%
 1999   -1.59%
 [end bar chart]



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

<TABLE>
<CAPTION>
 <S>              <C>     <C>
 HIGHEST          5.16%   (quarter ended September 30, 1992)
 LOWEST          -3.91%  (quarter ended March 31, 1994)
</TABLE>


                                       3

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN                       ONE YEAR  FIVE YEARS  TEN YEARS   LIFETIME
 <S>                                <C>       <C>         <C>        <C>
 Class A/1/
 (with the maximum sales charge      -5.26%     5.63%       6.44%      7.10%
 deducted)
 ------------------------------------------------------------------------------
 Class B/2/                            N/A       N/A         N/A        N/A
 ------------------------------------------------------------------------------
 Lehman Brothers Govt/               -0.54%     7.67%       7.60%      8.52%
 Mortgage-Backed Index/3/
 ------------------------------------------------------------------------------
 Consumer Price Index/4/              2.68%     2.37%       2.93%      3.13%
 ------------------------------------------------------------------------------
</TABLE>


 Class A yield:  5.56%
 (For current yield information, please call American FundsLine/r/ at
 1-800-325-3590)


 1 The fund began investment operations for Class A shares on October 17, 1985.

 2 The fund is beginning investment operations for Class B shares on March 15,
  2000.

 3 The Lehman Brothers Government/Mortgage-Backed Securities Index represents a
  market-weighted index that includes U.S. Treasury and agency securities, as
  well as FNMAs, FHLMCs, and GNMAs.  This index is unmanaged and does not
  reflect sales charges, commissions or expenses. The lifetime figure is from
  the date the fund's Class A shares began investment operations.

 4 The Consumer Price Index is a measure of inflation and is computed from data
  supplied by the U.S. Department of Labor, Bureau of Labor Statistics. The
  lifetime figure is from the date the fund's Class A shares began investment
  operations.



 Unlike the bar chart on the previous page, this table reflects the fund's
 investment results with the maximum initial or deferred sales charge deducted,
 as required by Securities and Exchange Commission rules. Class A share results
 are shown with the maximum initial sales charge of 3.75% deducted. Sales
 charges are reduced for purchases of $100,000 or more. Results would be higher
 if they were calculated at net asset value. All fund results reflect the
 reinvestment of dividend and capital gain distributions.

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


                                       4

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

<TABLE>
<CAPTION>
 SHAREHOLDER FEES
 (fees paid directly from your investment)             CLASS A    CLASS B
 --------------------------------------------------------------------------
 <S>                                                   <C>       <C>
 Maximum sales charge imposed on purchases              3.75%/1/   0.00%
 (as a percentage of offering price)
 --------------------------------------------------------------------------
 Maximum sales charge imposed on reinvested dividends   0.00%      0.00%
 --------------------------------------------------------------------------
 Maximum deferred sales charge                          0.00%/2/   5.00%/3/
 --------------------------------------------------------------------------
 Redemption or exchange fees                            0.00%      0.00%
</TABLE>


 1 Sales charges are reduced or eliminated for purchases of $100,000 or more.

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

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

<TABLE>
<CAPTION>
 ANNUAL FUND OPERATING EXPENSES
 (expenses that are deducted from fund assets)  CLASS A    CLASS B/1/
 -----------------------------------------------
 <S>                                            <C>       <C>
 Management Fees                                 0.38%       0.38%
 Distribution and/or Service (12b-1) Fees        0.30%/2/    1.00%/3/
 Other Expenses                                  0.12%       0.12%
 Total Annual Fund Operating Expenses            0.80%       1.50%
</TABLE>


 1 Based on estimated amounts for the current fiscal year.

 2 Class A 12b-1 expenses may not exceed 0.30% of the fund's average net assets
  annually.

 3 Class B 12b-1 expenses may not exceed 1.00% of the fund's average net assets
  annually.

 EXAMPLE

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

<TABLE>
<CAPTION>
                                   YEAR  YEAR    YEAR    YEAR
                                   ONE   THREE   FIVE    TEN
 <S>                               <C>   <C>    <C>     <C>
 Class A                           $454  $621   $  803  $1,328
 ------------------------------------------------------------------------------
 Class B - assuming redemption     $653  $874   $1,018  $1,601
 Class B - assuming no redemption  $153  $474   $  818  $1,601
</TABLE>



                                       5

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVE, 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
 issued by U.S. governmental agencies or instrumentalities that are not
 guaranteed by the U.S. Government.  In addition, the fund may invest a
 substantial portion of its assets in securities backed by pools of mortgages,
 also called "mortgage-backed securities."  These securities will be rated AAA
 by Standard & Poor's Corporation or Aaa by Moody's Investor Services, Inc. or
 unrated but determined to be of equivalent quality.

 The value of certain debt securities held by the fund may be affected by
 changing interest rates and prepayment risks.  For example, as with other debt
 securities, the value of U.S. Government securities generally will decline when
 interest rates rise and vice versa.  A security backed by the U.S. Treasury or
 the full faith and credit of the United States is guaranteed only as to the
 timely payment of interest and principal when held to maturity.  Accordingly,
 the current market prices for such securities will fluctuate. Many types of
 debt securities, including mortgage-related securities, are subject to
 prepayment risk.  For example, when interest rates fall, homeowners are more
 likely to refinance their home mortgages and "prepay" their principal earlier
 than expected.  The fund must then reinvest the prepaid principal in new
 securities when interest rates on new mortgage investments are falling, thus
 reducing the fund's income.

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

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



                                       6

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 ADDITIONAL INVESTMENT RESULTS

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN/1/                  ONE YEAR  FIVE YEARS  TEN YEARS   LIFETIME
 <S>                              <C>       <C>         <C>        <C>
 Class A/2/                        -1.59%     6.43%       6.85%      7.39%
 (with no sales charge deducted)
 ----------------------------------------------------------------------------
 Class B/3/                          N/A       N/A         N/A        N/A
 ----------------------------------------------------------------------------
 Lipper U.S. Govt Average/4/       -3.02%     6.51%       6.64%      7.08%
 ----------------------------------------------------------------------------
 Lipper GNMA Average/5/             0.11%     7.03%       7.02%      7.71%
 ----------------------------------------------------------------------------
</TABLE>


 Class A distribution rate/6/: 5.75%

 1 These fund results were calculated at net asset value according to a formula
  that is required for all stock and bond funds and include the reinvestment of
  dividend and capital gain distributions.

 2 The fund began investment operations for Class A shares on October 17, 1985.

 3 The fund is beginning investment operations for Class B shares on March 15,
  2000.

 4 The Lipper General U.S. Government Funds average represents funds that invest
  at least 65% of their assets in U.S. Government and agencies issues. The
  results of the underlying funds in the index include the reinvestment of
  dividend and capital gain distributions, but do not reflect sales charges and
  commissions. The lifetime figure is from the date the fund's Class A shares
  began investment operations.

 5 The Lipper GNMA Funds Average represents funds that invest at least 65% of
  their assets in Government National Mortgage Association securities. The
  results of the underlying funds in the index include the reinvestment of
  dividend and capital gain distributions, but do not reflect sales charges and
  commissions. The lifetime figure is from the date the fund's Class A shares
  began investment operations.

 6 The distribution rate represents actual distributions paid by the fund. It
  was calculated at net asset value by annualizing dividends paid by the fund
  over one month and dividing that number by the fund's average net asset value
  for the month.



  The following chart illustrates the asset mix of  the fund's investment
  portfolio as of the end of the fund's fiscal year, August 31, 1999.

 [pie chart]
 U.S. Treasuries 47%
 Agency Mortgage-Backed Securities 40%
 Agency Debentures 9%
 Cash & Cash Equivalents 4%
 [end pie chart]

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




                                       7

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 INVESTMENT ADVISER

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

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

 MULTIPLE PORTFOLIO COUNSELOR SYSTEM

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


                                       8

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>


<TABLE>
<CAPTION>
                                                                                         APPROXIMATE YEARS OF EXPERIENCE
                                                               YEARS OF EXPERIENCE        AS AN INVESTMENT PROFESSIONAL
                                                             AS PORTFOLIO COUNSELOR      (INCLUDING THE LAST FIVE YEARS)
                                                           (AND RESEARCH PROFESSIONAL,  -----------------------------------
         PORTFOLIO COUNSELORS                                  IF APPLICABLE) FOR         WITH CAPITAL
                  FOR                                            U.S. GOVERNMENT          RESEARCH AND
            U.S. GOVERNMENT                                      SECURITIES FUND           MANAGEMENT
            SECURITIES FUND         PRIMARY TITLE(S)              (APPROXIMATE)              COMPANY
         -------------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                        -----------------------------------
<S>                             <C>                        <C>                          <C>                <C>
         JOHN H.                President of the fund.     13 years                     17 years           18 years
         SMET                   Vice President, Capital
                                Research and Management
                                Company
         ------------------------------------------------------------------------------------------------------------------
         THOMAS H.              Vice President, Capital    3 years                      10 years           13 years
         HOGH                   International Research*
         ------------------------------------------------------------------------------------------------------------------
         JOHN W.                Executive Vice President   10 years                     12 years           12 years
         RESSNER                and Director, Capital
                                Research Company*
         * Company affiliated with Capital Research and Management Company

- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       9

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 SHAREHOLDER SERVICES

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

                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS

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

                             [map of the United States]

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

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

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


                                       10

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

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

  -  How long you expect to own the shares

  -  How much you intend to invest

  -  The expenses associated with owning shares of each class

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

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

 Differences between Class A and Class B shares include:


<TABLE>
<CAPTION>
               CLASS A                                 CLASS B
 ------------------------------------------------------------------------------
 <S>                                   <S>
  Initial sales charge of up to         No initial sales charge.
  3.75%. Sales charges are reduced
  for purchases of $100,000 or more
  (see "Sales Charges - Class A").
 ------------------------------------------------------------------------------
  Distribution and service (12b-1)      Distribution and service (12b-1) fees
  fees of up to 0.30% annually.         of up to 1.00% annually.
 ------------------------------------------------------------------------------
  Higher dividends than Class B         Lower dividends than Class A shares due
  shares due to lower annual            to higher distribution fees and other
  expenses.                             expenses.
 ------------------------------------------------------------------------------
  No contingent deferred sales charge   A contingent deferred sales charge if
  (except on certain redemptions on     you sell shares within six years of
  purchases of $1 million or more       buying them.  The charge starts at 5%
  bought without an initial sales       and declines thereafter until it
  charge).                              reaches 0% after six years. (see "Sales
                                        Charges - Class B").
 ------------------------------------------------------------------------------
  No purchase maximum.                  Maximum purchase of $100,000.
 ------------------------------------------------------------------------------
                                        Automatic conversion to Class A shares
                                        after eight years, reducing future
                                        annual expenses.
 ------------------------------------------------------------------------------
</TABLE>



                                       11

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 PURCHASE

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

 EXCHANGE

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

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

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


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



                                       12

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 SHARE PRICE



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

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

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

 CLASS A

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


<TABLE>
<CAPTION>
                             SALES CHARGE AS A PERCENTAGE OF
                             ----------------------------------
                                                                    DEALER
                                                    NET           COMMISSION
                                OFFERING          AMOUNT           AS % OF
 INVESTMENT                       PRICE          INVESTED       OFFERING PRICE
 ------------------------------------------------------------------------------
 <S>                         <C>              <C>              <C>
 Less than $100,000               3.75%            3.90%            3.00%
 ------------------------------------------------------------------------------
 $100,000 but less than           3.50%            3.63%            2.75%
 $250,000
 ------------------------------------------------------------------------------
 $250,000 but less than           2.50%            2.56%            2.00%
 $500,000
 ------------------------------------------------------------------------------
 $500,000 but less than           2.00%            2.04%            1.60%
 $750,000
 ------------------------------------------------------------------------------
 $750,000 but less than $1
 million                          1.50%            1.52%            1.20%
 ------------------------------------------------------------------------------
 $1 million or more and certain other
 investments described below           see below  see below   see below
</TABLE>



 CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE

 Investments of $1 million or more are sold with no initial sales charge.
 HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE IMPOSED IF REDEMPTIONS
 ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined
 contribution-type plans investing $1 million or more, or with 100 or more
 eligible employees, and Individual Retirement Account rollovers involving
 retirement plan assets invested in the American Funds, may invest with no sales
 charge and are not


                                       13

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 subject to a contingent deferred sales charge.  Investments made through
 retirement plans, endowments or foundations with $50 million or more in assets,
 or through certain qualified fee-based programs may also be made with no sales
 charge and are not subject to a contingent deferred sales charge. The fund may
 pay a dealer concession of up to 1% under its Plan of Distribution on
 investments made with no initial sales charge.

 CLASS B

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


<TABLE>
<CAPTION>
 Contingent deferred sales charge
    on shares sold within year      as a % of shares being sold
 ---------------------------------------------------------------
 <S>                               <S>
                1                              5.00%
                2                              4.00%
                3                              4.00%
                4                              3.00%
                5                              2.00%
                6                              1.00%
</TABLE>


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

 CLASS B CONVERSION TO A SHARES

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


                                       14

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

 REDUCING YOUR CLASS A SALES CHARGES

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

 AGGREGATING ACCOUNTS

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

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

  -  solely controlled business accounts.

  -  single-participant retirement plans.

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

 CONCURRENT PURCHASES

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

 RIGHTS OF ACCUMULATION

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

 STATEMENT OF INTENTION

 You can reduce the sales charge you pay on your Class A share purchases by
 establishing a Statement of Intention. A Statement of Intention allows you to


                                       15

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 CONTINGENT DEFERRED SALES CHARGE WAIVERS FOR CLASS B SHARES

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

  -  to receive payments through systematic withdrawal plans (up to 12% of the
     value of your account);

  -  to receive certain distributions, such as required minimum distributions,
     from retirement accounts; or

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

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

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

 The fund has Plans of Distribution or "12b-1 Plans" under which it may finance
 activities primarily intended to sell shares, provided the categories of
 expenses are approved in advance by the fund's board of trustees. The plans
 provide for annual expenses of up to 0.30% for Class A shares and up to 1.00%
 for Class B shares. Up to 0.25% of these payments are used to pay service fees
 to qualified dealers for providing certain shareholder services. The remaining
 0.75% expense for Class B shares is used for financing commissions paid to your
 dealer. The 12b-1 fees paid by the fund, as a percentage of average net assets,
 for the previous fiscal year is indicated above under "Fees and Expenses of the
 Fund." Since these fees are paid out of the fund's assets or income on an
 ongoing basis, over time they will increase the cost and reduce the return of
 an investment.  The higher fees for Class B shares may cost you more over time
 than paying the initial sales charge for Class A shares.

 OTHER COMPENSATION TO DEALERS

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


                                       16

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)

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

  WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

  -  A signature guarantee is required if the redemption is:

     -- Over $50,000;

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

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

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

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

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

  -  Checks must be made payable to the registered shareholder.

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

 TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE OR FUNDSLINE ONLINE

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

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


                                       17

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 DIVIDENDS AND DISTRIBUTIONS

 The fund declares dividends from net investment income daily and distributes
 the accrued dividends, which may fluctuate, to shareholders each month.
  Dividends begin accruing one day after payment for shares is received by the
 fund or American Funds Service Company. Capital gains, if any, are usually
 distributed in December. When a dividend or capital gain is distributed, the
 net asset value per share is reduced by the amount of the payment.</r.



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

 TAXES ON DISTRIBUTIONS

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

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

 TAXES ON TRANSACTIONS

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

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


                                       18

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

 The financial highlights table is intended to help you understand the fund's
 results for the past five years and is currently only shown for Class A shares.
  A similar table will be shown for Class B shares beginning with the fund's
 2000 fiscal year end.  Certain information reflects financial results for a
 single fund share. The total returns in the table represent the rate that an
 investor would have earned or lost on an investment in the fund (assuming
 reinvestment of all dividends and distributions). This information has been
 audited by Deloitte & Touche LLP, whose report, along with the fund's financial
 statements, is included in the statement of additional information, which is
 available upon request.


<TABLE>
<CAPTION>
                                          YEARS ENDED AUGUST 31
                                       ------------------------------
                               1999      1998      1997      1996       1995
                             --------------------------------------------------
 <S>                         <C>       <C>       <C>       <C>       <C>
 Net Asset Value,            $ 13.39   $ 13.03   $ 12.78   $ 13.24    $ 13.18
 Beginning of Year
 ------------------------------------------------------------------------------
 INCOME FROM INVESTMENT
 OPERATIONS:
 Net investment income           .77       .83       .88       .93       1.01
 Net gains or losses on
 securities (both               (.76)      .40       .25      (.49)       .06
 realized and unrealized)
 ------------------------------------------------------------------------------
 Total from investment           .01      1.23      1.13       .44       1.07
 operations
 ------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Dividends (from net            (.77)     (.87)     (.88)     (.90)     (1.01)
 investment income)
 ------------------------------------------------------------------------------
 Net Asset Value,            $ 12.63   $ 13.39   $ 13.03   $ 12.78    $ 13.24
 End of Year
 ------------------------------------------------------------------------------
 Total return*                (0.01%)    9.70%     9.08%     3.40%      8.60%
 ------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year     $ 1,322   $ 1,210   $ 1,106   $ 1,216    $ 1,337
 (in millions)
 ------------------------------------------------------------------------------
 Ratio of expenses to           .80%      .79%      .80%      .81%       .79%
 average net assets
 ------------------------------------------------------------------------------
 Ratio of net income           5.80%     6.24%     6.74%     7.04%      7.79%
 to average net assets
 ------------------------------------------------------------------------------
 Portfolio turnover rate      81.10%    81.99%    28.16%    40.01%     46.77%
 * Excludes maximum sales charge.
</TABLE>





                                       19

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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


                                       20

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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


                                       21

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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


                                       22

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>


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

</TABLE>

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

                            *     *     *     *     *

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

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

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

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

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

 If you would like to receive individual copies of these documents, or a free
 copy of the SAI or Codes of Ethics, please call American Funds Service Company
 at 800/421-0180 or write to the Secretary of the fund at 333 South Hope
 Street, Los Angeles, California 90071.
 Investment Company File No. 811-4318
                                                       Printed on recycled paper

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

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

<PAGE>


                       U.S. Government Securities Fund/SM/

                                   Prospectus
                                 MARCH 15, 2000



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

<PAGE>

 ---------------------------------------------------------
 THE AMERICAN FUNDS INCOME SERIES
 U.S. GOVERNMENT SECURITIES FUND

 333 South Hope Street
 Los Angeles, California 90071


<TABLE>
<CAPTION>
 TABLE OF CONTENTS
 -------------------------------------------------------
 <S>                                             <C>
  Risk/Return Summary                               2
 -------------------------------------------------------
  Fees and Expenses of the Fund                     5
 -------------------------------------------------------
  Investment Objective, Strategies and Risks        6
 -------------------------------------------------------
  Management and Organization                       8
 -------------------------------------------------------
  Shareholder Information                          10
 -------------------------------------------------------
  Choosing a Share Class                           11
 -------------------------------------------------------
  Purchase and Exchange of Shares                  12
 -------------------------------------------------------
  Sales Charges                                    13
 -------------------------------------------------------
  Sales Charge Reductions and Waivers              15
 -------------------------------------------------------
  Plans of Distribution                            16
 -------------------------------------------------------
  How to Sell Shares                               17
 -------------------------------------------------------
  Distributions and Taxes                          18
 -------------------------------------------------------
  Financial Highlights                             19
 -------------------------------------------------------
</TABLE>





                                       1

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS
                                                                GVT-010-0300/RRD

<PAGE>

 ---------------------------------------------------------
 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. Securities in the fund will be
 rated AAA/Aaa.

 The fund is designed for investors seeking income and more price stability than
 stocks and lower quality fixed income securities, and capital preservation over
 the long term.  An investment in the fund is subject to risks, including the
 possibility that the fund may decline in value in response to economic,
 political or social events in the U.S. or abroad. While the fund invests in the
 highest quality debt securities, these securities may be affected by changing
 interest rates and prepayment risks. It is important to note that neither the
 fund nor its yield are guaranteed by the U.S. Government.

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

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


                                       2

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 INVESTMENT RESULTS

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


                 CALENDAR YEAR TOTAL RETURNS FOR CLASS A SHARES

   (Results do not include a sales charge; if one were included, results would
                                   be lower.)

 ------------------------------------------------------------------------------
 [bar chart]
 1990    9.80%
 1991   14.16%
 1992    7.59%
 1993   10.44%
 1994   -4.65%
 1995   15.46%
 1996    2.82%
 1997    8.39%
 1998    7.87%
 1999   -1.59%
 [end bar chart]



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

<TABLE>
<CAPTION>
 <S>              <C>     <C>
 HIGHEST          5.16%   (quarter ended September 30, 1992)
 LOWEST          -3.91%  (quarter ended March 31, 1994)
</TABLE>


                                       3

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN                       ONE YEAR  FIVE YEARS  TEN YEARS   LIFETIME
 <S>                                <C>       <C>         <C>        <C>
 Class A/1/
 (with the maximum sales charge      -5.26%     5.63%       6.44%      7.10%
 deducted)
 ------------------------------------------------------------------------------
 Class B/2/                            N/A       N/A         N/A        N/A
 ------------------------------------------------------------------------------
 Lehman Brothers Govt/               -0.54%     7.67%       7.60%      8.52%
 Mortgage-Backed Index/3/
 ------------------------------------------------------------------------------
 Consumer Price Index/4/              2.68%     2.37%       2.93%      3.13%
 ------------------------------------------------------------------------------
</TABLE>


 Class A yield:  5.56%
 (For current yield information, please call American FundsLine/r/ at
 1-800-325-3590)


 1 The fund began investment operations for Class A shares on October 17, 1985.

 2 The fund is beginning investment operations for Class B shares on March 15,
  2000.

 3 The Lehman Brothers Government/Mortgage-Backed Securities Index represents a
  market-weighted index that includes U.S. Treasury and agency securities, as
  well as FNMAs, FHLMCs, and GNMAs.  This index is unmanaged and does not
  reflect sales charges, commissions or expenses. The lifetime figure is from
  the date the fund's Class A shares began investment operations.

 4 The Consumer Price Index is a measure of inflation and is computed from data
  supplied by the U.S. Department of Labor, Bureau of Labor Statistics. The
  lifetime figure is from the date the fund's Class A shares began investment
  operations.



 Unlike the bar chart on the previous page, this table reflects the fund's
 investment results with the maximum initial or deferred sales charge deducted,
 as required by Securities and Exchange Commission rules. Class A share results
 are shown with the maximum initial sales charge of 3.75% deducted. Sales
 charges are reduced for purchases of $100,000 or more. Results would be higher
 if they were calculated at net asset value. All fund results reflect the
 reinvestment of dividend and capital gain distributions.

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


                                       4

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

<TABLE>
<CAPTION>
 SHAREHOLDER FEES
 (fees paid directly from your investment)             CLASS A    CLASS B
 --------------------------------------------------------------------------
 <S>                                                   <C>       <C>
 Maximum sales charge imposed on purchases              3.75%/1/   0.00%
 (as a percentage of offering price)
 --------------------------------------------------------------------------
 Maximum sales charge imposed on reinvested dividends   0.00%      0.00%
 --------------------------------------------------------------------------
 Maximum deferred sales charge                          0.00%/2/   5.00%/3/
 --------------------------------------------------------------------------
 Redemption or exchange fees                            0.00%      0.00%
</TABLE>


 1 Sales charges are reduced or eliminated for purchases of $100,000 or more.

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

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

<TABLE>
<CAPTION>
 ANNUAL FUND OPERATING EXPENSES
 (expenses that are deducted from fund assets)  CLASS A    CLASS B/1/
 -----------------------------------------------
 <S>                                            <C>       <C>
 Management Fees                                 0.38%       0.38%
 Distribution and/or Service (12b-1) Fees        0.30%/2/    1.00%/3/
 Other Expenses                                  0.12%       0.12%
 Total Annual Fund Operating Expenses            0.80%       1.50%
</TABLE>


 1 Based on estimated amounts for the current fiscal year.

 2 Class A 12b-1 expenses may not exceed 0.30% of the fund's average net assets
  annually.

 3 Class B 12b-1 expenses may not exceed 1.00% of the fund's average net assets
  annually.

 EXAMPLE

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

<TABLE>
<CAPTION>
                                   YEAR  YEAR    YEAR    YEAR
                                   ONE   THREE   FIVE    TEN
 <S>                               <C>   <C>    <C>     <C>
 Class A                           $454  $621   $  803  $1,328
 ------------------------------------------------------------------------------
 Class B - assuming redemption     $653  $874   $1,018  $1,601
 Class B - assuming no redemption  $153  $474   $  818  $1,601
</TABLE>



                                       5

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVE, 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
 issued by U.S. governmental agencies or instrumentalities that are not
 guaranteed by the U.S. Government.  In addition, the fund may invest a
 substantial portion of its assets in securities backed by pools of mortgages,
 also called "mortgage-backed securities."  These securities will be rated AAA
 by Standard & Poor's Corporation or Aaa by Moody's Investor Services, Inc. or
 unrated but determined to be of equivalent quality.

 The value of certain debt securities held by the fund may be affected by
 changing interest rates and prepayment risks.  For example, as with other debt
 securities, the value of U.S. Government securities generally will decline when
 interest rates rise and vice versa.  A security backed by the U.S. Treasury or
 the full faith and credit of the United States is guaranteed only as to the
 timely payment of interest and principal when held to maturity.  Accordingly,
 the current market prices for such securities will fluctuate. Many types of
 debt securities, including mortgage-related securities, are subject to
 prepayment risk.  For example, when interest rates fall, homeowners are more
 likely to refinance their home mortgages and "prepay" their principal earlier
 than expected.  The fund must then reinvest the prepaid principal in new
 securities when interest rates on new mortgage investments are falling, thus
 reducing the fund's income.

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

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



                                       6

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 ADDITIONAL INVESTMENT RESULTS

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN/1/                  ONE YEAR  FIVE YEARS  TEN YEARS   LIFETIME
 <S>                              <C>       <C>         <C>        <C>
 Class A/2/                        -1.59%     6.43%       6.85%      7.39%
 (with no sales charge deducted)
 ----------------------------------------------------------------------------
 Class B/3/                          N/A       N/A         N/A        N/A
 ----------------------------------------------------------------------------
 Lipper U.S. Govt Average/4/       -3.02%     6.51%       6.64%      7.08%
 ----------------------------------------------------------------------------
 Lipper GNMA Average/5/             0.11%     7.03%       7.02%      7.71%
 ----------------------------------------------------------------------------
</TABLE>


 Class A distribution rate/6/: 5.75%

 1 These fund results were calculated at net asset value according to a formula
  that is required for all stock and bond funds and include the reinvestment of
  dividend and capital gain distributions.

 2 The fund began investment operations for Class A shares on October 17, 1985.

 3 The fund is beginning investment operations for Class B shares on March 15,
  2000.

 4 The Lipper General U.S. Government Funds average represents funds that invest
  at least 65% of their assets in U.S. Government and agencies issues. The
  results of the underlying funds in the index include the reinvestment of
  dividend and capital gain distributions, but do not reflect sales charges and
  commissions. The lifetime figure is from the date the fund's Class A shares
  began investment operations.

 5 The Lipper GNMA Funds Average represents funds that invest at least 65% of
  their assets in Government National Mortgage Association securities. The
  results of the underlying funds in the index include the reinvestment of
  dividend and capital gain distributions, but do not reflect sales charges and
  commissions. The lifetime figure is from the date the fund's Class A shares
  began investment operations.

 6 The distribution rate represents actual distributions paid by the fund. It
  was calculated at net asset value by annualizing dividends paid by the fund
  over one month and dividing that number by the fund's average net asset value
  for the month.



  The following chart illustrates the asset mix of  the fund's investment
  portfolio as of the end of the fund's fiscal year, August 31, 1999.

 [pie chart]
 U.S. Treasuries 47%
 Agency Mortgage-Backed Securities 40%
 Agency Debentures 9%
 Cash & Cash Equivalents 4%
 [end pie chart]

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




                                       7

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 INVESTMENT ADVISER

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

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

 MULTIPLE PORTFOLIO COUNSELOR SYSTEM

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


                                       8

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>


<TABLE>
<CAPTION>
                                                                                         APPROXIMATE YEARS OF EXPERIENCE
                                                               YEARS OF EXPERIENCE        AS AN INVESTMENT PROFESSIONAL
                                                             AS PORTFOLIO COUNSELOR      (INCLUDING THE LAST FIVE YEARS)
                                                           (AND RESEARCH PROFESSIONAL,  -----------------------------------
         PORTFOLIO COUNSELORS                                  IF APPLICABLE) FOR         WITH CAPITAL
                  FOR                                            U.S. GOVERNMENT          RESEARCH AND
            U.S. GOVERNMENT                                      SECURITIES FUND           MANAGEMENT
            SECURITIES FUND         PRIMARY TITLE(S)              (APPROXIMATE)              COMPANY
         -------------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                        -----------------------------------
<S>                             <C>                        <C>                          <C>                <C>
         JOHN H.                President of the fund.     13 years                     17 years           18 years
         SMET                   Vice President, Capital
                                Research and Management
                                Company
         ------------------------------------------------------------------------------------------------------------------
         THOMAS H.              Vice President, Capital    3 years                      10 years           13 years
         HOGH                   International Research*
         ------------------------------------------------------------------------------------------------------------------
         JOHN W.                Executive Vice President   10 years                     12 years           12 years
         RESSNER                and Director, Capital
                                Research Company*
         * Company affiliated with Capital Research and Management Company

- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       9

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 SHAREHOLDER SERVICES

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

                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS

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

                             [map of the United States]

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

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

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


                                       10

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

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

  -  How long you expect to own the shares

  -  How much you intend to invest

  -  The expenses associated with owning shares of each class

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

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

 Differences between Class A and Class B shares include:


<TABLE>
<CAPTION>
               CLASS A                                 CLASS B
 ------------------------------------------------------------------------------
 <S>                                   <S>
  Initial sales charge of up to         No initial sales charge.
  3.75%. Sales charges are reduced
  for purchases of $100,000 or more
  (see "Sales Charges - Class A").
 ------------------------------------------------------------------------------
  Distribution and service (12b-1)      Distribution and service (12b-1) fees
  fees of up to 0.30% annually.         of up to 1.00% annually.
 ------------------------------------------------------------------------------
  Higher dividends than Class B         Lower dividends than Class A shares due
  shares due to lower annual            to higher distribution fees and other
  expenses.                             expenses.
 ------------------------------------------------------------------------------
  No contingent deferred sales charge   A contingent deferred sales charge if
  (except on certain redemptions on     you sell shares within six years of
  purchases of $1 million or more       buying them.  The charge starts at 5%
  bought without an initial sales       and declines thereafter until it
  charge).                              reaches 0% after six years. (see "Sales
                                        Charges - Class B").
 ------------------------------------------------------------------------------
  No purchase maximum.                  Maximum purchase of $100,000.
 ------------------------------------------------------------------------------
                                        Automatic conversion to Class A shares
                                        after eight years, reducing future
                                        annual expenses.
 ------------------------------------------------------------------------------
</TABLE>



                                       11

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 PURCHASE

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

 EXCHANGE

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

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

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


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



                                       12

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

 SHARE PRICE

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

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

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

 CLASS A

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


<TABLE>
<CAPTION>
                             SALES CHARGE AS A PERCENTAGE OF
                             ----------------------------------
                                                                    DEALER
                                                    NET           COMMISSION
                                OFFERING          AMOUNT           AS % OF
 INVESTMENT                       PRICE          INVESTED       OFFERING PRICE
 ------------------------------------------------------------------------------
 <S>                         <C>              <C>              <C>
 Less than $100,000               3.75%            3.90%            3.00%
 ------------------------------------------------------------------------------
 $100,000 but less than           3.50%            3.63%            2.75%
 $250,000
 ------------------------------------------------------------------------------
 $250,000 but less than           2.50%            2.56%            2.00%
 $500,000
 ------------------------------------------------------------------------------
 $500,000 but less than           2.00%            2.04%            1.60%
 $750,000
 ------------------------------------------------------------------------------
 $750,000 but less than $1
 million                          1.50%            1.52%            1.20%
 ------------------------------------------------------------------------------
 $1 million or more and certain other
 investments described below           see below  see below   see below
</TABLE>



 CLASS A PURCHASES NOT SUBJECT TO SALES CHARGE

 Investments of $1 million or more are sold with no initial sales charge.
 HOWEVER, A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE IMPOSED IF REDEMPTIONS
 ARE MADE WITHIN ONE YEAR OF PURCHASE. Employer-sponsored defined
 contribution-type plans investing $1 million or more, or with 100 or more
 eligible employees, and Individual Retirement Account rollovers involving
 retirement plan assets invested in the American Funds, may invest with no sales
 charge and are not


                                       13

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

 subject to a contingent deferred sales charge.  Investments made through
 retirement plans, endowments or foundations with $50 million or more in assets,
 or through certain qualified fee-based programs may also be made with no sales
 charge and are not subject to a contingent deferred sales charge. The fund may
 pay a dealer concession of up to 1% under its Plan of Distribution on
 investments made with no initial sales charge.

 CLASS B

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


<TABLE>
<CAPTION>
 Contingent deferred sales charge
    on shares sold within year      as a % of shares being sold
 ---------------------------------------------------------------
 <S>                               <S>
                1                              5.00%
                2                              4.00%
                3                              4.00%
                4                              3.00%
                5                              2.00%
                6                              1.00%
</TABLE>


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

 CLASS B CONVERSION TO A SHARES

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


                                       14

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

 REDUCING YOUR CLASS A SALES CHARGES

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

 AGGREGATING ACCOUNTS

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

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

  -  solely controlled business accounts.

  -  single-participant retirement plans.

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

 CONCURRENT PURCHASES

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

 RIGHTS OF ACCUMULATION

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

 STATEMENT OF INTENTION

 You can reduce the sales charge you pay on your Class A share purchases by
 establishing a Statement of Intention. A Statement of Intention allows you to


                                       15

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 CONTINGENT DEFERRED SALES CHARGE WAIVERS FOR CLASS B SHARES

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

  -  to receive payments through systematic withdrawal plans (up to 12% of the
     value of your account);

  -  to receive certain distributions, such as required minimum distributions,
     from retirement accounts; or

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

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

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

 The fund has Plans of Distribution or "12b-1 Plans" under which it may finance
 activities primarily intended to sell shares, provided the categories of
 expenses are approved in advance by the fund's board of trustees. The plans
 provide for annual expenses of up to 0.30% for Class A shares and up to 1.00%
 for Class B shares. Up to 0.25% of these payments are used to pay service fees
 to qualified dealers for providing certain shareholder services. The remaining
 0.75% expense for Class B shares is used for financing commissions paid to your
 dealer. The 12b-1 fees paid by the fund, as a percentage of average net assets,
 for the previous fiscal year is indicated above under "Fees and Expenses of the
 Fund." Since these fees are paid out of the fund's assets or income on an
 ongoing basis, over time they will increase the cost and reduce the return of
 an investment.  The higher fees for Class B shares may cost you more over time
 than paying the initial sales charge for Class A shares.

 OTHER COMPENSATION TO DEALERS

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


                                       16

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

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

  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)

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

  WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

  -  A signature guarantee is required if the redemption is:

     -- Over $50,000;

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

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

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

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

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

  -  Checks must be made payable to the registered shareholder.

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

 TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE OR FUNDSLINE ONLINE

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

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


                                       17

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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

 DIVIDENDS AND DISTRIBUTIONS

 The fund declares dividends from net investment income daily and distributes
 the accrued dividends, which may fluctuate, to shareholders each month.
  Dividends begin accruing one day after payment for shares is received by the
 fund or American Funds Service Company. Capital gains, if any, are usually
 distributed in December. When a dividend or capital gain is distributed, the
 net asset value per share is reduced by the amount of the payment.

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

 TAXES ON DISTRIBUTIONS

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

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

 TAXES ON TRANSACTIONS

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

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


                                       18

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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

 The financial highlights table is intended to help you understand the fund's
 results for the past five years and is currently only shown for Class A shares.
  A similar table will be shown for Class B shares beginning with the fund's
 2000 fiscal year end.  Certain information reflects financial results for a
 single fund share. The total returns in the table represent the rate that an
 investor would have earned or lost on an investment in the fund (assuming
 reinvestment of all dividends and distributions). This information has been
 audited by Deloitte & Touche LLP, whose report, along with the fund's financial
 statements, is included in the statement of additional information, which is
 available upon request.


<TABLE>
<CAPTION>
                                          YEARS ENDED AUGUST 31
                                       ------------------------------
                               1999      1998      1997      1996       1995
                             --------------------------------------------------
 <S>                         <C>       <C>       <C>       <C>       <C>
 Net Asset Value,            $ 13.39   $ 13.03   $ 12.78   $ 13.24    $ 13.18
 Beginning of Year
 ------------------------------------------------------------------------------
 INCOME FROM INVESTMENT
 OPERATIONS:
 Net investment income           .77       .83       .88       .93       1.01
 Net gains or losses on
 securities (both               (.76)      .40       .25      (.49)       .06
 realized and unrealized)
 ------------------------------------------------------------------------------
 Total from investment           .01      1.23      1.13       .44       1.07
 operations
 ------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Dividends (from net            (.77)     (.87)     (.88)     (.90)     (1.01)
 investment income)
 ------------------------------------------------------------------------------
 Net Asset Value,            $ 12.63   $ 13.39   $ 13.03   $ 12.78    $ 13.24
 End of Year
 ------------------------------------------------------------------------------
 Total return*                (0.01%)    9.70%     9.08%     3.40%      8.60%
 ------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year     $ 1,322   $ 1,210   $ 1,106   $ 1,216    $ 1,337
 (in millions)
 ------------------------------------------------------------------------------
 Ratio of expenses to           .80%      .79%      .80%      .81%       .79%
 average net assets
 ------------------------------------------------------------------------------
 Ratio of net income           5.80%     6.24%     6.74%     7.04%      7.79%
 to average net assets
 ------------------------------------------------------------------------------
 Portfolio turnover rate      81.10%    81.99%    28.16%    40.01%     46.77%
 * Excludes maximum sales charge.
</TABLE>





                                       19

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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


                                       20

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>

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


                                       21

U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS



<PAGE>

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


                                       22

                                    U.S. GOVERNMENT SECURITIES FUND / PROSPECTUS

<PAGE>


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

</TABLE>

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

                            *     *     *     *     *

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

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

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

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

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

 If you would like to receive individual copies of these documents, or a free
 copy of the SAI or Codes of Ethics, please call American Funds Service Company
 at 800/421-0180 or write to the Secretary of the fund at 333 South Hope
 Street, Los Angeles, California 90071.
 Investment Company File No. 811-4318
                                                       Printed on recycled paper


<PAGE>


                        U.S. GOVERNMENT SECURITIES FUND

                                     Part B
                      Statement of Additional Information

                                 March 15, 2000


This document is not a prospectus but should be read in conjunction with the
current prospectus of U.S. Government Securities Fund (the "fund" or "GVT")
dated March 15, 2000. The prospectus may be obtained from your investment dealer
or financial planner or by writing to the fund at the following address:

                        The American Funds Income Series
                        U.S. Government Securities Fund
                              Attention: Secretary
               333 South Hope StreetLos Angeles, California 90071
                                 (213) 486-9200

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


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
Item                                                                  Page No.
- ----                                                                  --------
<S>                                                                   <C>
Certain Investment Limitations and Guidelines . . . . . . . . . . .        2
Description of Certain Securities and Investment Techniques . . . .        2
Fundamental Policies and Investment Restrictions. . . . . . . . . .        6
Fund Organization and Voting Rights . . . . . . . . . . . . . . . .        8
Fund Trustees and Officers. . . . . . . . . . . . . . . . . . . . .        9
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . .       16
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . .       20
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . .       22
Sales Charge Reductions and Waivers . . . . . . . . . . . . . . . .       24
Individual Retirement Account (IRA) Rollovers . . . . . . . . . . .       27
Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .       28
Selling Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       29
Shareholder Account Services and Privileges . . . . . . . . . . . .       30
Execution of Portfolio Transactions . . . . . . . . . . . . . . . .       33
General Information . . . . . . . . . . . . . . . . . . . . . . . .       33
Class A Share Investment Results and Related Statistics . . . . . .       35
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       37
Financial Statements
</TABLE>




                    U.S. Government Securities Fund - Page 1

<PAGE>


                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES

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


U.S. GOVERNMENT SECURITIES

 .    The fund will invest at least 65% of its assets in securities guaranteed by
     the U.S. Government, its agencies or instrumentalities.
 .    The fund may also invest in securities sponsored by the U.S. Government but
     not guaranteed by the full faith and credit of the U.S. Government, cash
     and cash equivalents, short-term debt, and other mortgage-related
     securities.
 .    The fund will only purchase collateralized mortgage obligations (CMOs) or
     mortgage-backed bonds which are fully collateralized by securities issued
     by GNMA, FNMA or FHLMC and/or mortgages insured GNMA.

The fund may experience difficulty liquidating certain portfolio securities
during significant market declines or periods of heavy redemptions.


          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES

The descriptions below are intended to supplement the material in the prospectus
under "Investment Objective, Strategies and Risks."


U.S. GOVERNMENT SECURITIES - Securities guaranteed by the U.S. Government
include direct obligations of the U.S. Treasury (such as Treasury bills, notes
and bonds). For these securities, the payment of principal and interest is
unconditionally guaranteed by the U.S. Government, and thus they are of the
highest possible credit quality. Such securities are subject to variations in
market value due to fluctuations in interest rates, but, if held to maturity,
will be paid in full.


Certain securities issued by U.S. Government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury. However, they generally involve federal sponsorship in one way or
another; some are backed by specific types of collateral; some are supported by
the issuer's right to borrow from the Treasury; some are supported by the
discretionary authority of the Treasury to purchase certain obligations of the
issuer; and others are supported only by the credit of the issuing government
agency or instrumentality. These agencies and instrumentalities include, but are
not limited to, Farmers Home Administration, Federal Home Loan Bank, Federal
Home Loan Mortgage Corporation, Federal National Mortgage Association, Tennessee
Valley Authority, and Federal Farm Credit Bank System.


These securities will be rated AAA by Standard & Poor's Corporation or Aaa by
Moody's Investors Services, Inc. or unrated but determined to be of equivalent
quality.


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


                    U.S. Government Securities Fund - Page 2

<PAGE>


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


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


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


The fund will only purchase CMOs or mortgage-backed bonds which are fully
collateralized by securities issued by GNMA, FNMA or FHLMC and/or mortgages
insured GNMA.


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


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


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


                    U.S. Government Securities Fund - Page 3

<PAGE>


principal value. For example, in a period of deflation, principal value will be
adjusted downward, reducing the interest payable.


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


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 the Investment Adviser. The fund will only enter
into repurchase agreements involving securities in which it could otherwise
invest and with selected banks and securities dealers whose financial condition
is monitored by the Investment Adviser. 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, realization upon 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 value of the security beginning on the date
of the agreement. When the fund agrees to sell such securities it does not
participate in further gains or losses with respect to the securities beginning
on the date of the agreement. If the other party to such a transaction fails to
deliver or pay for the securities, the fund could miss a favorable price or
yield opportunity, or could experience a loss.


As the fund's aggregate commitments under these transactions increase, the
opportunity for leverage similarly increases. 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 may also enter into reverse repurchase agreements and "roll"
transactions. 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. A
"roll" transaction is the sale of mortgage-backed or other securities together
with a commitment to purchase similar, but not identical securities at a later
date. The fund assumes the rights and risks of ownership, including the risk of
price and yield fluctuations as of the time of the agreement. The fund intends
to treat roll transactions as two


                    U.S. Government Securities Fund - Page 4

<PAGE>


separate transactions: one involving the purchase of a security and a separate
transaction involving the sale of a security. Since the fund does not intend to
enter into roll transactions for financing purposes, it may treat these
transactions as not falling within the definition of "borrowing" set forth in
Section 2(a)(23) of the Investment Company Act of 1940. The fund will segregate
liquid assets which will be marked to market daily in an amount sufficient to
meet its payment obligations under "roll" transactions and reverse repurchase
agreements with broker-dealers (no collateral is required for reverse repurchase
agreements with banks).


RESTRICTED SECURITIES AND LIQUIDITY - The fund may purchase securities subject
to restrictions on resale. All such securities not actively traded will be
considered illiquid unless they have been specifically determined to be liquid
under procedures which have been adopted by the fund's board of 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 - These securities include (i) commercial paper (e.g.,
short-term notes up to 9 months in maturity issued by corporations, governmental
bodies or bank/ corporation sponsored conduits (asset backed commercial paper)),
(ii) commercial bank obligations (e.g., certificates of deposit, bankers'
acceptances (time drafts on a commercial bank where the bank accepts an
irrevocable obligation to pay at maturity)), (iii) savings association and
savings bank obligations (e.g., bank notes and certificates of deposit issued by
savings banks or savings associations), (iv) securities of the U.S. Government,
its agencies or instrumentalities that mature, or may be redeemed, in one year
or less, and (v) corporate bonds and notes that mature, or that may be redeemed,
in one year or less.


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.  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.


The fund may also engage in the following investment practices, although it has
no current intention to do so over the next twelve months:


LOANS OF PORTFOLIO SECURITIES - The fund is authorized to lend portfolio
securities to selected securities dealers or 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


                    U.S. Government Securities Fund - Page 5

<PAGE>


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 33-1/3% of the value of its total assets, measured
at the time any such loan is made.


                        *     *     *     *     *     *

PORTFOLIO TURNOVER - Portfolio changes will be made without regard to the length
of time particular investments may have been held. Short-term trading profits
are not the fund's objective and changes in its investments are generally
accomplished gradually, though short-term transactions may occasionally be made.
High portfolio turnover (100% or more) involves correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions, and
may result in the realization of net capital gains, which are taxable when
distributed to shareholders.


Fixed-income securities are generally traded on a net basis and usually neither
brokerage commissions nor transfer taxes are involved.


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


                FUNDAMENTAL POLICIES AND INVESTMENT RESTRICTIONS

FUNDAMENTAL POLICIES - The fund has adopted the following fundamental policies
and investment restrictions which may not be changed without approval by holders
of a majority of its outstanding shares. Such majority is defined in the
Investment Company Act of 1940 ("1940 Act") as the vote of the lesser of (i) 67%
or more of the outstanding voting securities present at a meeting, if the
holders of more than 50% of the outstanding voting securities are present in
person or by proxy, or (ii) more than 50% of the outstanding voting securities.
All percentage limitations are considered at the time securities are purchased
and are based on the fund's net assets unless otherwise indicated. None of the
following investment restrictions involving a maximum percentage of assets will
be considered violated unless the excess occurs immediately after, and is caused
by, an acquisition by the fund.


These restrictions provided 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;


                    U.S. Government Securities Fund - Page 6

<PAGE>


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


                    U.S. Government Securities Fund - Page 7

<PAGE>


compensation plan adopted by the Trustees pursuant to an exemptive order granted
by the Securities and Exchange Commission. For purposes of Investment
Restriction #6, the fund will not invest more than 15% of its net assets in
illiquid securities.


                      FUND ORGANIZATION AND VOTING RIGHTS

The fund, an open-end, diversified management investment company, was organized
as a Massachusetts business trust on May 8, 1985.


All fund operations are supervised by the fund's Board of Trustees which meets
periodically and performs duties required by applicable state and federal laws.
Members of the board who are not employed by Capital Research and Management
Company or its affiliates are paid certain fees for services rendered to the
fund as described in "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.


The fund has two classes of shares - Class A and Class B.  The shares of each
class represent an interest in the same investment portfolio.  Each class has
equal rights as to voting, redemption, dividends and liquidation, except that
each class bears different distribution expenses and may bear different transfer
agent fees and other expenses properly attributable to the particular class as
approved by the Board of Trustees. Class A and Class B shareholders have
exclusive voting rights with respect to the rule 12b-1 Plans adopted in
connection with the distribution of shares and on other matters in which the
interests of one class are different from interests in another class.  Shares of
all classes of the fund vote together on matters that affect all classes in
substantially the same manner. Each class votes as a class on matters that
affect that class alone.


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


                    U.S. Government Securities Fund - Page 8

<PAGE>



                           FUND TRUSTEES AND OFFICERS

                       Trustees and Trustee Compensation


<TABLE>
<CAPTION>
                                                                                                AGGREGATE
                                                                                               COMPENSATION
                                                                                          (INCLUDING VOLUNTARILY
                                                                                                 DEFERRED
                                                                                             COMPENSATION/1/)
                                                                                              FROM THE FUND
                                 POSITION                                                   DURING FISCAL YEAR
                                   WITH             PRINCIPAL OCCUPATION(S) DURING                ENDED
   NAME, ADDRESS AND AGE        REGISTRANT                   PAST 5 YEARS                    AUGUST 31, 1999
- ------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                                        <C>
 Richard G. Capen, Jr.         Trustee          Corporate Director and author; former             none/3/
 6077 San Elijo, Box 2494                       United States Ambassador to Spain;
 Rancho Santa Fe, CA 92067                      former Vice Chairman of the Board,
 Age: 65                                        Knight-Ridder, Inc., former Chairman
                                                and Publisher, The Miami Herald
                                                               ----------------
- ------------------------------------------------------------------------------------------------------------------
 H. Frederick Christie         Trustee          Private Investor.  Former President and          $4,100/4/
 P.O. Box 144                                   Chief Executive Officer, The Mission
 Palos Verdes Estates, CA                       Group (non-utility holding company,
 90274                                          subsidiary of Southern California
 Age: 66                                        Edison Company)
- ------------------------------------------------------------------------------------------------------------------
 + Don R. Conlan               Trustee          President (Retired), The Capital Group            none/5/
 1630 Milan Avenue                              Companies, Inc.
 South Pasadena, CA 91030
 Age: 64
- ------------------------------------------------------------------------------------------------------------------
 Diane C. Creel                Trustee          CEO and President, The Earth Technology          $4,100/4/
 100 W. Broadway                                Corporation (international consulting
 Suite 5000                                     engineering)
 Long Beach, CA 90802
 Age: 51
- ------------------------------------------------------------------------------------------------------------------
 Martin Fenton                 Trustee          Managing Director, Senior Resource               $4,900/4/
 4660 La Jolla Village                          Group LLC (development and management
 Drive                                          of senior living communities)
 Suite 725
 San Diego, CA 92122
 Age: 64
- ------------------------------------------------------------------------------------------------------------------
 Leonard R. Fuller             Trustee          President, Fuller Consulting (financial          $4,100/4/
 4337 Marina City Drive                         management consulting firm)
 Suite 841 ETN
 Marina del Rey, CA 90292
 Age: 53
- ------------------------------------------------------------------------------------------------------------------
 +* Abner D. Goldstine         Vice Chairman    Senior Vice President and Director,               none/5/
 Age: 70                       and Trustee      Capital Research and Management Company
                                                                                          ------------------------
- ------------------------------------------------------------------------------------------
 +** Paul G. Haaga, Jr.        Chairman of      Executive Vice President and Director,            none/5/
 Age: 51                       the Board        Capital Research and Management Company

- ------------------------------------------------------------------------------------------------------------------
 Richard G. Newman             Trustee          Chairman, President and CEO, AECOM               $4,500/4/
 3250 Wilshire Boulevard                        Technology Corporation (architectural
 Los Angeles, CA 90010-1599                     engineering)
 Age: 65
- ------------------------------------------------------------------------------------------------------------------
 Frank M. Sanchez              Trustee          President, The Sanchez Family                     none/3/
 5234 Via San Delarro, #1                       Corporation dba McDonald's Restaurants
 Los Angeles, CA 90022                          (McDonald's licensee)
 Age: 55
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                   TOTAL COMPENSATION
                                 (INCLUDING VOLUNTARILY
                                        DEFERRED
                                  COMPENSATION/1/) FROM      TOTAL NUMBER
                                  ALL FUNDS MANAGED BY         OF FUND
                                  CAPITAL RESEARCH AND          BOARDS
                                   MANAGEMENT COMPANY          ON WHICH
                              OR ITS AFFILIATES/2/ FOR THE     TRUSTEE
   NAME, ADDRESS AND AGE       YEAR ENDED AUGUST 31, 1999     SERVES/2/
- --------------------------------------------------------------------------
<S>                           <C>                           <C>
 Richard G. Capen, Jr.                 $  43,700                  14
 6077 San Elijo, Box 2494
 Rancho Santa Fe, CA 92067
 Age: 65
- --------------------------------------------------------------------------
 H. Frederick Christie                 $206,600/4/                19
 P.O. Box 144
 Palos Verdes Estates, CA
 90274
 Age: 66
- --------------------------------------------------------------------------
 + Don R. Conlan                         none/5/                  12
 1630 Milan Avenue
 South Pasadena, CA 91030
 Age: 64
- --------------------------------------------------------------------------
 Diane C. Creel                        $48,000/4/                 12
 100 W. Broadway
 Suite 5000
 Long Beach, CA 90802
 Age: 51
- --------------------------------------------------------------------------
 Martin Fenton                         $131,600/4/                15
 4660 La Jolla Village
 Drive
 Suite 725
 San Diego, CA 92122
 Age: 64
- --------------------------------------------------------------------------
 Leonard R. Fuller                     $51,600/4/                 13
 4337 Marina City Drive
 Suite 841 ETN
 Marina del Rey, CA 90292
 Age: 53
- --------------------------------------------------------------------------
 +* Abner D. Goldstine                   none/5/                  12
 Age: 70
- --------------------------------------------------------------------------
 +** Paul G. Haaga, Jr.                  none/5/                  15
 Age: 51

- --------------------------------------------------------------------------
 Richard G. Newman                     $107,100/4/                13
 3250 Wilshire Boulevard
 Los Angeles, CA 90010-1599
 Age: 65
- --------------------------------------------------------------------------
 Frank M. Sanchez                      $   4,000                  12
 5234 Via San Delarro, #1
 Los Angeles, CA 90022
 Age: 55
- --------------------------------------------------------------------------
</TABLE>




                    U.S. Government Securities Fund - Page 9


<PAGE>




                   U.S. Government Securities Fund - Page 10


<PAGE>

+ "Interested persons" within the meaning of the 1940 Act on the basis of their
  affiliation with the fund's Investment Adviser, Capital Research and
  Management Company, or the parent company of the Investment Adviser, The
  Capital Group Companies, Inc.
* 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 1993. Deferred amounts accumulate at
  an earnings rate determined by the total return of one or more funds in The
  American Funds Group as designated by the Trustees.

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

3 Richard G. Capen, Jr. and Frank M. Sanchez were elected by shareholders on
  October 28, 1999.

4 Since the deferred compensation plan's adoption, the total amount of deferred
  compensation accrued by the fund (plus earnings thereon) during the 1999
  fiscal year for participating Trustees is as follows: H. Frederick Christie
  ($9,423), Diane C. Creel ($4,659), Martin Fenton, ($15,276), Leonard R. Fuller
  ($9,710) and Richard G. Newman ($35,568). Amounts deferred and accumulated
  earnings thereon are not funded and are general unsecured liabilities of the
  fund until paid to the Trustees.

5 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.


                   U.S. Government Securities Fund - Page 11


<PAGE>


                                    OFFICERS


<TABLE>
<CAPTION>
                                POSITION(S)     PRINCIPAL OCCUPATION(S) DURING
   NAME AND ADDRESS     AGE   WITH REGISTRANT            PAST 5 YEARS
- -------------------------------------------------------------------------------
<S>                     <C>  <C>                <C>
John Smet               43   President and PEO  Vice President, Capital
11100 Santa Monica                              Research and Management Company
Blvd.
Los Angeles, CA 90025
- -------------------------------------------------------------------------------
Michael J. Downer       45   Vice President     Senior Vice President - Fund
333 South Hope Street                           Business Management Group,
Los Angeles, CA 90071                           Capital Research and Management
                                                Company
- -------------------------------------------------------------------------------
Julie F. Williams       51   Secretary          Vice President - Fund Business
333 South Hope Street                           Management Group, Capital
Los Angeles, CA 90071                           Research and Management Company
- -------------------------------------------------------------------------------
Anthony W. Hynes, Jr.   37   Treasurer          Vice President - Fund Business
135 South State                                 Management Group, Capital
College Blvd.                                   Research and Management Company
Brea, CA 92821
- -------------------------------------------------------------------------------
Kimberly S. Verdick     35   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          41   Assistant          Assistant Vice President - Fund
135 South State              Treasurer          Business Management Group,
College Blvd.                                   Capital Research and Management
Brea, CA 92821                                  Company
- -------------------------------------------------------------------------------
</TABLE>



All of the officers listed are officers, and/or directors/trustees of one or
more of the other funds for which Capital Research and Management Company serves
as Investment Adviser.


No compensation is paid by the fund to any officer or Trustee who is a director,
officer or employee of the Investment Adviser or affiliated companies. 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. No pension or retirement benefits are accrued as part of fund
expenses. The Trustees may elect, on a voluntary basis, to defer all or a
portion of their fees through a deferred compensation plan in effect for the
fund. The fund also reimburses certain expenses of the Trustees who are not
affiliated with the


                   U.S. Government Securities Fund - Page 12


<PAGE>


Investment Adviser. As of February 15, 2000 the officers and Trustees of the
fund and their families, as a group, owned beneficially or of record less than
1% of the outstanding shares of the fund.


                                   MANAGEMENT

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


The Investment Adviser is responsible for managing more than $300 billion of
stocks, bonds and money market instruments and serves over 11 million
shareholder accounts of all types throughout the world. These investors include
privately owned businesses and large corporations as well as schools, colleges,
foundations and other non-profit and tax-exempt organizations.


INVESTMENT ADVISORY AND SERVICE AGREEMENT - The Investment Advisory and Service
Agreement (the "Agreement") between the fund and the Investment Adviser will
continue in effect until May 31, 2000, 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 fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement. The
Agreement also provides that either party has the right to terminate it, without
penalty, upon 60 days' written notice to the other party, and that the Agreement
automatically terminates in the event of its assignment (as defined in the 1940
Act).


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


                   U.S. Government Securities Fund - Page 13

<PAGE>


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 $1.3 billion and gross
investment income levels of 6%, 7%, 8%, 9% and 10%, management fees would be
0.37%, 0.39%, 0.41%, 0.43%, and 0.45%, respectively.


The Investment Adviser has agreed that in the event the expenses of Class A
shares of the fund (with the exclusion of interest, taxes, brokerage costs,
extraordinary expenses such as litigation and acquisitions or other expenses
excludable under applicable state securities laws or regulations) for any fiscal
year ending on a date on which the Agreement is in effect, exceed the expense
limitations, if any, applicable to the fund pursuant to state securities laws or
any regulations thereunder, it will reduce its fee by the extent of such excess
and, if required pursuant to any such laws or any regulations thereunder, will
reimburse the fund in the amount of such excess. To the extent the fund's
management fee must be waived due to Class A share expense ratios exceeding the
above limit, management fees will be reduced similarly for all classes of shares
of the fund or other Class A fees will be waived in lieu of management fees.


For the fiscal years ended August 31, 1999, 1998, and 1997, the Investment
Adviser received advisory fees of $5,028,000, $4,450,000, and $4,700,000,
respectively.


PRINCIPAL UNDERWRITER - American Funds Distributors, Inc. (the "Principal
Underwriter") is the principal underwriter of the fund's shares. The Principal
Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071, 135
South State College Boulevard, Brea, CA 92821, 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513. The fund has adopted Plans of
Distribution (the Plans), pursuant to rule 12b-1 under the 1940 Act. The
Principal Underwriter receives amounts payable pursuant to the Plans (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 Class A shares during the 1999 fiscal year
amounted to $983,000 after allowance of $4,031,000 to dealers. During the fiscal
years ended 1998 and 1997 the Principal Underwriter retained $469,000 and
$382,000, respectively on sales of Class A shares after an allowance of
$1,913,000 and $1,565,000 to dealers, respectively.


As required by rule 12b-1 and the 1940 Act, the Plans (together with the
Principal Underwriting Agreement) have been approved by the full Board of
Trustees and separately by a majority of the trustees who are not "interested
persons" of the fund and who have no direct or indirect financial


                   U.S. Government Securities Fund - Page 14

<PAGE>


interest in the operation of the Plans or the Principal Underwriting Agreement.
The officers and trustees who are "interested persons" of the fund may be
considered to have a direct or indirect financial interest in the operation of
the Plans due to present or past affiliations with the Investment Adviser and
related companies. Potential benefits of the Plans to the fund include
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 fund are committed to the discretion of the trustees
who are not "interested persons" during the existence of the Plans. Plan
expenses are reviewed quarterly and the Plans must be renewed annually by the
Board of Trustees.


Under the Plans the fund may expend up to 0.30% of its net assets annually for
Class A shares and up to 1.00% of its net assets annually for Class B shares 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. For Class A shares these include up to
0.25% in service fees for qualified dealers and dealer commissions and
wholesaler compensation on sales of shares exceeding $1 million purchased
without a sales charge (including purchases by employer-sponsored defined
contribution-type retirement plans investing $1 million or more or with 100 or
more eligible employees, rollover IRA accounts as described in "Individual
Retirement Account (IRA) Rollovers" below, and retirement plans, endowments or
foundations with $50 million or more in assets). For Class B shares these
include 0.25% in service fees for qualified dealers and 0.75% in payments to the
Principal Underwriter for financing commissions paid to qualified dealers
selling Class B shares.


Commissions on sales of Class A shares exceeding $1 million (including purchases
by any employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code, including any
"401(k)" plan with 100 or more eligible employees) in excess of the Class A 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, these commissions are not recoverable.
During the 1999 fiscal year, distribution expenses under the Plan for Class A
shares were limited to $3,989,000 for compensation to dealers or the Principal
Underwriter. Had no limitation been in effect, the fund would have paid
$4,156,000 in distribution expenses under the Plan for Class A shares.  As of
August 31, 1999, accrued and unpaid distribution expenses were $647,000.


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


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS - The fund intends to follow the practice of distributing
substantially all of its investment company taxable income which includes any
excess of net realized short-term gains over net realized long-term capital
losses. Additional distributions may be made, if necessary. The fund also
intends to follow the practice of distributing the entire excess of net realized
long-term capital gains over net realized short-term capital losses. However,
the fund may retain all or


                   U.S. Government Securities Fund - Page 15

<PAGE>


part of such gain for reinvestment, after paying the related federal taxes for
which shareholders may then be able to claim a credit against their federal tax
liability. If the fund does not distribute the amount of capital gain and/or net
investment income required to be distributed by an excise tax provision of the
Code, the fund may be subject to that excise tax. In certain circumstances, the
fund may determine that it is in the interest of shareholders to distribute less
than the required amount. In this case, the fund will pay any income or excise
taxes due.


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


TAXES - The fund has elected to be treated as a regulated investment company
under Subchapter M of the Code. A regulated investment company qualifying under
Subchapter M of the Code is required to distribute to its shareholders at least
90% of its investment company taxable income (including the excess of net
short-term capital gain over net long-term capital losses) and generally is not
subject to federal income tax to the extent that it distributes annually 100% of
its investment company taxable income and net realized capital gains in the
manner required under the Code. The fund intends to distribute annually all of
its investment company taxable income and net realized capital gains and
therefore does not expect to pay federal income tax, although in certain
circumstances the fund may determine that it is in the interest of shareholders
to distribute less than that amount.


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 net 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.


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


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


                   U.S. Government Securities Fund - Page 16

<PAGE>


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


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


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


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


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


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


A portion of the difference between the issue price of zero coupon securities
and their face value ("original issue discount") is considered to be income to
the fund each year, even though the fund will not receive cash interest payments
from these securities. This original issue discount (imputed income) will
comprise a part of the investment company taxable income of the fund


                   U.S. Government Securities Fund - Page 17

<PAGE>


which must be distributed to shareholders in order to maintain the qualification
of the fund as a regulated investment company and to avoid federal income tax at
the level of the fund. Shareholders will be subject to income tax on such
original issue discount, whether or not they elect to receive their
distributions in cash.


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


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


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


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


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


                   U.S. Government Securities Fund - Page 18

<PAGE>


                               PURCHASE OF SHARES


<TABLE>
<CAPTION>
        METHOD            INITIAL INVESTMENT        ADDITIONAL INVESTMENTS
- -------------------------------------------------------------------------------
<S>                     <C>                     <C>
                        See "Purchase           $50 minimum (except where a
                        Minimums" for initial   lower minimum is noted under
                        investment minimums.    "Purchase Minimums").
- -------------------------------------------------------------------------------
By contacting           Visit any investment    Mail directly to your
your investment dealer  dealer who is           investment dealer's address
                        registered in the       printed on your account
                        state where the         statement.
                        purchase is made and
                        who has a sales
                        agreement with
                        American Funds
                        Distributors.
- -------------------------------------------------------------------------------
By mail                 Make your check         Fill out the account additions
                        payable to the fund     form at the bottom of a recent
                        and mail to the         account statement, make your
                        address indicated on    check payable to the fund,
                        the account             write your account number on
                        application. Please     your check, and mail the check
                        indicate an investment  and form in the envelope
                        dealer on the account   provided with your account
                        application.            statement.
- -------------------------------------------------------------------------------
By telephone            Please contact your     Complete the "Investments by
                        investment dealer to    Phone" section on the account
                        open account, then      application or American
                        follow the procedures   FundsLink Authorization Form.
                        for additional          Once you establish the
                        investments.            privilege, you, your financial
                                                advisor or any person with your
                                                account information can call
                                                American FundsLine(R) and make
                                                investments by telephone
                                                (subject to conditions noted in
                                                "Shareholder Account Services
                                                and Privileges - Telephone and
                                                Computer Purchases, Redemptions
                                                and Exchanges" below).
- -------------------------------------------------------------------------------
By computer             Please contact your     Complete the American FundsLink
                        investment dealer to    Authorization Form. Once you
                        open account, then      established the privilege, you,
                        follow the procedures   your financial advisor or any
                        for additional          person with your account
                        investments.            information may access American
                                                FundsLine OnLine(R) on the
                                                Internet and make investments
                                                by computer (subject to
                                                conditions noted in
                                                "Shareholder Account Services
                                                and Privileges - Telephone and
                                                Computer Purchases, Redemptions
                                                and Exchanges" below).
- -------------------------------------------------------------------------------
By wire                 Call 800/421-0180 to    Your bank should wire your
                        obtain your account     additional investments in the
                        number(s), if           same manner as described under
                        necessary. Please       "Initial Investment."
                        indicate an investment
                        dealer on the account.
                        Instruct your bank to
                        wire funds to:

                        Wells Fargo Bank
                        155 Fifth Street,
                        Sixth Floor
                        San Francisco, CA
                        94106
                        (ABA#121000248)

                        For credit to the
                        account of:
                        American Funds Service
                        Company a/c#
                        4600-076178
                        (fund name)
                        (your fund acct. no.)
- -------------------------------------------------------------------------------
THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY
PURCHASE ORDER.
- -------------------------------------------------------------------------------
</TABLE>


PURCHASE MINIMUMS - The minimum initial investment for all funds in The American
Funds Group, except the money market funds and the state tax-exempt funds, is
$250.  The minimum initial investment for the money market funds (The Cash
Management Trust of America, The Tax--


                   U.S. Government Securities Fund - Page 19

<PAGE>


Exempt Money Fund of America, and The U.S. Treasury Money Fund of America) and
the state tax-exempt funds (The Tax-Exempt Fund of California, The Tax-Exempt
Fund of Maryland, and The Tax-Exempt Fund of Virginia) is $1,000. Purchase
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).


PURCHASE MAXIMUM FOR CLASS B SHARES - The maximum purchase order for Class B
shares for all American Funds is $100,000. For investments above $100,000 Class
A shares are generally a less expensive option over time due to sales charge
reductions or waivers.


FUND NUMBERS - Here are the fund numbers for use with our automated phone line,
American FundsLine/(R)/ (see description below):

<TABLE>
<CAPTION>
                                                            FUND      FUND
                                                           NUMBER    NUMBER
 FUND                                                      CLASS A   CLASS B
 ----                                                      -------   -------
 <S>                                                       <C>      <C>
 STOCK AND STOCK/BOND FUNDS
 AMCAP Fund/(R)/ . . . . . . . . . . . . . . . . . . . .     02        202
 American Balanced Fund/(R)/ . . . . . . . . . . . . . .     11        211
 American Mutual Fund/(R)/ . . . . . . . . . . . . . . .     03        203
 Capital Income Builder/(R)/ . . . . . . . . . . . . . .     12        212
 Capital World Growth and Income Fund/SM/  . . . . . . .     33        233
 EuroPacific Growth Fund/(R)/  . . . . . . . . . . . . .     16        216
 Fundamental Investors/SM/ . . . . . . . . . . . . . . .     10        210
 The Growth Fund of America/(R)/ . . . . . . . . . . . .     05        205
 The Income Fund of America/(R)/ . . . . . . . . . . . .     06        206
 The Investment Company of America/(R)/  . . . . . . . .     04        204
 The New Economy Fund/(R)/ . . . . . . . . . . . . . . .     14        214
 New Perspective Fund/(R)/ . . . . . . . . . . . . . . .     07        207
 New World Fund/SM/  . . . . . . . . . . . . . . . . . .     36        236
 SMALLCAP World Fund/(R)/  . . . . . . . . . . . . . . .     35        235
 Washington Mutual Investors Fund/SM/  . . . . . . . . .     01        201
 BOND FUNDS
 American High-Income Municipal Bond Fund/(R)/ . . . . .     40        240
 American High-Income Trust/SM/  . . . . . . . . . . . .     21        221
 The Bond Fund of America/SM/  . . . . . . . . . . . . .     08        208
 Capital World Bond Fund/(R)/  . . . . . . . . . . . . .     31        231
 Intermediate Bond Fund of America/SM/ . . . . . . . . .     23        223
 Limited Term Tax-Exempt Bond Fund of America/SM/  . . .     43        243
 The Tax-Exempt Bond Fund of America/(R)/  . . . . . . .     19        219
 The Tax-Exempt Fund of California/(R)/* . . . . . . . .     20        220
 The Tax-Exempt Fund of Maryland/(R)/* . . . . . . . . .     24        224
 The Tax-Exempt Fund of Virginia/(R)/* . . . . . . . . .     25        225
 U.S. Government Securities Fund/SM/ . . . . . . . . . .     22        222


 MONEY MARKET FUNDS
 The Cash Management Trust of America/(R)/ . . . . . . .     09        209
 The Tax-Exempt Money Fund of America/SM/  . . . . . . .     39        N/A
 The U.S. Treasury Money Fund of America/SM/ . . . . . .     49        N/A
 ___________
 *Available only in certain states.
</TABLE>



                   U.S. Government Securities Fund - Page 20

<PAGE>


                                 SALES CHARGES

CLASS A SALES CHARGES - The sales charges you pay when purchasing Class A shares
of 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 "Fund Numbers" for a listing of the funds.)



<TABLE>
<CAPTION>
                                                                    DEALER
                                            SALES CHARGE AS       CONCESSION
                                           PERCENTAGE OF THE:    AS PERCENTAGE
                                           ------------------       OF THE
AMOUNT OF PURCHASE
AT THE OFFERING PRICE                     NET AMOUNT  OFFERING     OFFERING
                                          -INVESTED-   PRICE         PRICE
- ------------------------------------------ --------    -----         -----
<S>                                       <C>         <C>       <C>
STOCK AND STOCK/BOND FUNDS
Less than $25,000 . . . . . . . . .         6.10%      5.75%         5.00%
$25,000 but less than $50,000 . . .         5.26       5.00          4.25
$50,000 but less than $100,000. .           4.71       4.50          3.75
BOND FUNDS
Less than $100,000 . . . . . . . .          3.90       3.75          3.00
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 $750,000 .           2.04       2.00          1.60
$750,000 but less than $1 million           1.52       1.50          1.20
$1 million or more . . . . . . . . . .        none     none    (see below)
- -----------------------------------------------------------------------------
</TABLE>






CLASS A PURCHASES NOT SUBJECT TO SALES CHARGES - Investments of $1 million or
more are sold with no initial sales charge.  HOWEVER, A 1% CONTINGENT DEFERRED
SALES CHARGE (CDSC) MAY BE IMPOSED IF REDEMPTIONS ARE MADE WITHIN ONE YEAR OF
PURCHASE. Employer-sponsored defined contribution-type plans investing $1
million or more, or with 100 or more eligible employees, and Individual
Retirement Account rollovers from retirement plan assets invested in the
American


                   U.S. Government Securities Fund - Page 21

<PAGE>


Funds (see "Individual Retirement Account (IRA) Rollovers" below) may invest
with no sales charge and are not subject to a contingent deferred sales charge.
 Investments made by investors in certain qualified fee-based programs, and
retirement plans, endowments or foundations with $50 million or more in assets
may also be made with no sales charge and are not subject to a CDSC.  A dealer
concession of up to 1% may be paid by the fund under its Plan of Distribution on
investments made with no initial sales charge.


In addition, Class A shares of the stock, stock/bond and bond funds may be sold
at net asset value to:


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

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

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

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

(5)  insurance company separate accounts;

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

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

CONTINGENT DEFERRED SALES CHARGE ON CLASS A SHARES -  A contingent deferred
sales charge of 1% applies to redemptions made from funds, other than the money
market funds, within 12 months following Class A share purchases of $1 million
or more made without an initial sales charge.  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 the longest
are assumed to be redeemed first for purposes of calculating this CDSC. The CDSC
may be waived in certain circumstances.  See "CDSC Waivers for Class A Shares"
below.


DEALER COMMISSIONS ON CLASS A SHARES - The following commissions (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 defined contribution plan
investing $1 million or more, or with 100 or more eligible employees, IRA
rollover accounts (as described in "Individual Retirement Account (IRA)
Rollovers" below), and for purchases made at net asset value by certain
retirement plans, endowments and foundations with collective assets of $50
million or more: 1.00% on amounts of


                   U.S. Government Securities Fund - Page 22

<PAGE>


$1 million to $4 million, 0.50% on amounts over $4 million to $10 million, and
0.25% on amounts over $10 million.


CLASS B SALES CHARGES - Class B shares are sold without any initial sales
charge.  However, a CDSC may be applied to shares you sell within six years of
purchase, as shown in the table below:



<TABLE>
<CAPTION>
 CONTINGENT DEFERRED SALES CHARGE ON
       SHARES SOLD WITHIN YEAR               AS A % OF SHARES BEING SOLD
 ------------------------------------------------------------------------------
 <S>                                  <C>
                  1                                     5.00%
                  2                                     4.00%
                  3                                     4.00%
                  4                                     3.00%
                  5                                     2.00%
                  6                                     1.00%
</TABLE>



There is no CDSC on appreciation in share value above the initial purchase price
or on shares acquired through reinvestment of dividends or capital gain
distributions.  In addition, the CDSC may be waived in certain circumstances.
 See "CDSC Waivers for Class B shares" below.  The CDSC is based on the original
purchase cost or the current market value of the shares being sold, whichever is
less.  In processing redemptions of Class B shares, shares that are not subject
to any CDSC will be redeemed first and then shares that you have owned the
longest during the six-year period.  CLASS B SHARES ARE NOT AVAILABLE TO CERTAIN
RETIREMENT PLANS, INCLUDING GROUP RETIREMENT PLANS SUCH AS 401(K) PLANS,
EMPLOYER-SPONSORED 403(B) PLANS, AND MONEY PURCHASE PENSION AND PROFIT SHARING
PLANS.


Compensation equal to 4% of the amount invested is paid by the Principal
Underwriter to dealers who sell Class B shares.


CONVERSION OF CLASS B SHARES TO CLASS A SHARES - Class B shares automatically
convert to Class A shares in the month of the eight-year anniversary of the
purchase date.  The conversion of Class B shares to Class A shares after eight
years is subject to the Internal Revenue Service's continued position that the
conversion of Class B shares is not subject to federal income tax.  In the event
the Internal Revenue Service no longer takes this position, the automatic
conversion feature may be suspended, in which event no further conversions of
Class B shares would occur while such suspension remained in effect.  At your
option, Class B shares may still be exchanged for Class A shares on the basis of
relative net asset value of the two classes, without the imposition of a sales
charge or fee; HOWEVER, SUCH AN EXCHANGE COULD CONSTITUTE A TAXABLE EVENT FOR
YOU, AND ABSENT SUCH AN EXCHANGE, CLASS B SHARES WOULD CONTINUE TO BE SUBJECT TO
HIGHER EXPENSES FOR LONGER THAN EIGHT YEARS.


                      SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGE - You and your "immediate family" (your
spouse and your children under age 21) may combine investments to reduce your
costs. You must let your investment dealer or American Funds Service Company
(the "Transfer Agent") know if you


                   U.S. Government Securities Fund - Page 23

<PAGE>


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 offering prices set forth in the Prospectus apply to
     purchases of $25,000 or more made within a 13-month period subject to the
     following statement of intention (the "Statement"). The Statement is not a
     binding obligation to purchase the indicated amount. When a shareholder
     elects to use a Statement in order to qualify for a reduced sales charge,
     shares equal to 5% of the dollar amount specified in the Statement will be
     held in escrow in the shareholder's account out of the initial purchase (or
     subsequent purchases, if necessary) by the Transfer Agent. All dividends
     and any capital gain distributions on shares held in escrow will be
     credited to the shareholder's account in shares (or paid in cash, if
     requested). If the intended investment is not completed within the
     specified 13-month period, the purchaser will remit to the Principal
     Underwriter the difference between the sales charge actually paid and the
     sales charge which would have been paid if the total of such purchases had
     been made at a single time. If the difference is not paid by the close of
     the period, the appropriate number of shares held in escrow will be
     redeemed to pay such difference. If the proceeds from this redemption are
     inadequate, the purchaser will be liable to the Principal Underwriter for
     the balance still outstanding. The Statement may be revised upward at any
     time during the 13-month period, and such a revision will be treated as a
     new Statement, except that the 13-month period during which the purchase
     must be made will remain unchanged. Existing holdings eligible for rights
     of accumulation (see below), as well as purchases of Class B shares, and
     any individual investments in American Legacy variable annuities and
     variable life insurance policies (American Legacy, American Legacy II and
     American Legacy III variable annuities, American Legacy Life, American
     Legacy Variable Life, and American Legacy Estate Builder) may be credited
     toward satisfying the Statement. During the Statement period reinvested
     dividends and capital gain distributions, investments in money market
     funds, and investments made under a right of reinstatement will not be
     credited toward satisfying the Statement.

     When the trustees of certain retirement plans purchase shares by payroll
     deduction, the sales charge for the investments made during the 13-month
     period will be handled as follows: The regular monthly payroll deduction
     investment will be multiplied by 13 and then multiplied by 1.5. The current
     value of existing American Funds investments (other than money market fund
     investments) and any rollovers or transfers reasonably anticipated to be
     invested in non-money market American Funds during the 13-month period, and
     any individual investments in American Legacy variable annuities and
     variable life insurance policies are added to the figure determined above.
     The sum is the Statement amount and applicable breakpoint level. On the
     first investment and all other investments made pursuant to the Statement,
     a sales charge will be assessed according to the sales charge breakpoint
     thus determined. There will be no retroactive adjustments in sales charges
     on investments 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.


                   U.S. Government Securities Fund - Page 24

<PAGE>


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

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

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

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

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

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

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

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

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

     CONCURRENT PURCHASES - You may combine purchases of Class A and/or B shares
     of two or more funds in The American Funds Group, as well as individual
     holdings in American Legacy variable annuities and variable life insurance
     policies.  Direct purchases of the money market funds are excluded. Shares
     of money market funds purchased through an exchange, reinvestment or
     cross-reinvestment from a fund having a sales charge do qualify.

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

CDSC WAIVERS FOR CLASS A SHARES -  Any CDSC on Class A shares may be waived in
the following cases:


                   U.S. Government Securities Fund - Page 25

<PAGE>


(1)  Exchanges (except if shares acquired by exchange are then redeemed within
12 months of the initial purchase).

(2)  Distributions from 403(b) plans or IRAs due to death, post-purchase
disability or attainment of age 59-1/2.

(3)  Tax-free returns of excess contributions to IRAs.

(4)  Redemptions through systematic withdrawal plans (see "Automatic
Withdrawals" below), not exceeding 12% of the net asset value of the account
each year.

CDSC WAIVERS FOR CLASS B SHARES - Any CDSC on Class B shares may be waived in
the following cases:


(1)  Systematic withdrawal plans (SWPs) - investors who set up a SWP (see
"Automatic Withdrawals" below) may withdraw up to 12% of the net asset value of
their account each year without incurring any CDSC.  Shares not subject to a
CDSC (such as shares representing reinvestment of distributions) will be
redeemed first and will count toward the 12% limitation.  If there are
insufficient shares not subject to a CDSC, shares subject to the lowest CDSC
will be redeemed next until the 12% limit is reached.

The 12% fee from CDSC limit is calculated on a pro rata basis at the time the
first payment is made and is recalculated thereafter on a pro rata basis at the
time of each SWP payment.  Shareholders who establish a SWP should be aware that
the amount of that payment not subject to a CDSC may vary over time depending on
fluctuations in net asset value of their account.  This privilege may be revised
or terminated at any time.


(2)  Required minimum distributions taken from retirement accounts upon the
attainment of age 70-1/2.

(3)  Distributions due to death or post-purchase disability of a shareholder. In
the case of joint tenant accounts, if one joint tenant dies, the surviving joint
tenant(s), at the time they notify the Transfer Agent of the decedent's death
and remove his/her name from the account, may redeem shares from the account
without incurring a CDSC. Redemptions subsequent to the notification to the
Transfer Agent of the death of one of the joint owners will be subject to a
CDSC.

                 INDIVIDUAL RETIREMENT ACCOUNT (IRA) ROLLOVERS

Assets from an employer-sponsored retirement plan (plan assets) may be invested
in any class of shares of the American Funds (except as described below) through
an IRA rollover plan. All such rollover investments will be subject to the terms
and conditions for Class A and B shares contained in the fund's current
prospectus and statement of additional information. In the case of an IRA
rollover involving plan assets from a plan that offered the American Funds, the
assets may only be invested in Class A shares of the American Funds. Such
investments will be at net asset value and will not be subject to a contingent
deferred sales charge. Dealers who initiate and are responsible for such
investments will be compensated pursuant to the schedule applicable to
investments of $1 million or more (see "Dealer Commissions on Class A Shares"
above).


                   U.S. Government Securities Fund - Page 26

<PAGE>


                                PRICE OF SHARES

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


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


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


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

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


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


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


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


                   U.S. Government Securities Fund - Page 27

<PAGE>


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

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


                                 SELLING SHARES

Shares are sold at the net asset value next determined after your request is
received in good order by the Transfer Agent. Sales of certain Class A and B
shares may be subject to deferred sales charges.  You may sell (redeem) shares
in your account in any of the following ways:


     THROUGH YOUR DEALER (certain charges may apply)

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

     WRITING TO AMERICAN FUNDS SERVICE COMPANY

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

     -     A signature guarantee is required if the redemption is:

          -  Over $50,000;

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

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

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


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

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

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

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

     -     Checks must be made payable to the registered shareholder(s).


                   U.S. Government Securities Fund - Page 28

<PAGE>


     -     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.

          -  Check writing is not available for Class B shares of The Cash
          Management Trust.

If you sell Class B shares and request a specific dollar amount to be sold, we
will sell sufficient shares so that the sale proceeds, after deducting any
contingent deferred sales charge, equals the dollar amount requested.


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


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


                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES

AUTOMATIC INVESTMENT PLAN - An automatic investment plan enables you to make
monthly or quarterly investments into The American Funds through automatic
debits from your bank account. To set up a plan you must fill out an account
application and specify the amount you would like to invest ($50 minimum) and
the date on which you would like your investments to occur. The plan will begin
within 30 days after your account application is received. Your bank account
will be debited on the day or a few days before your investment is made,
depending on the bank's capabilities. The Transfer Agent will then invest your
money into the fund you specified on or around the date you specified.  For
example, if the date you specified falls on a


                   U.S. Government Securities Fund - Page 29

<PAGE>


weekend or holiday, your money will be invested on the next business day.  If
your bank account cannot be debited due to insufficient funds, a stop-payment or
the closing of the account, the plan may be terminated and the related
investment reversed. You may change the amount of the investment or discontinue
the plan at any time by writing to the Transfer Agent.


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


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


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


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

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

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

EXCHANGE PRIVILEGE - You may only exchange shares into other funds in The
American Funds Group within the same class. However, exchanges from Class A
shares of The Cash Management Trust of America may be made to Class B shares of
any other American Fund for dollar cost averaging purposes. Exchange purchases
are subject to the minimum investment requirements of the fund purchased and no
sales charge generally applies. However, exchanges of shares from the money
market funds are subject to applicable sales charges on the fund being
purchased, unless the money market fund shares were acquired by an exchange from
a fund having a sales charge, or by reinvestment or cross-reinvestment of
dividends or capital gain distributions.


You may exchange shares by writing to the Transfer Agent (see "Redeeming
Shares"), by contacting your investment dealer, by using American FundsLine and
American FundsLine OnLine (see "American FundsLine and American FundsLine
OnLine" below), or by telephoning 800/421-0180 toll-free, faxing (see "Principal
Underwriter and Transfer Agent" in the prospectus for the appropriate fax
numbers) or telegraphing the Transfer Agent. (See "Telephone and Computer
Purchases, Redemptions and Exchanges" below.) Shares held in corporate-type
retirement plans for which Capital Guardian Trust Company serves as trustee may
not be exchanged by telephone, computer, fax or telegraph. Exchange redemptions
and purchases are


                   U.S. Government Securities Fund - Page 30

<PAGE>


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 of the same class 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.


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


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


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


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


                   U.S. Government Securities Fund - Page 31

<PAGE>


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


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


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


There are occasions on which portfolio transactions for the fund may be executed
as part of concurrent authorizations to purchase or sell the same security for
other funds served by the Investment Adviser, or for trusts or other accounts
served by affiliated companies of the Investment Adviser. Although such
concurrent authorizations potentially could be either advantageous or
disadvantageous to the fund, they are effected only when the Investment Adviser
believes that to do so is in the interest of the fund. When such concurrent
authorizations occur, the objective is to allocate the executions in an
equitable manner. The fund will not pay a mark-up for research in principal
transactions.


Dealer concessions paid on underwriting transactions for the fiscal years ended
August 31, 1999, 1998 and 1997, amounted to $56,000, $8,000 and $73,000,
respectively.


                              GENERAL INFORMATION

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


TRANSFER AGENT - American Funds Service Company, a wholly owned subsidiary of
the Investment Adviser, maintains the records of each shareholder's account,
processes purchases and redemptions of the fund's shares, acts as dividend and
capital gain distribution disbursing agent, and performs other related
shareholder service functions. American Funds Service Company was paid a fee of
$1,001,000 for the 1999 fiscal year.


INDEPENDENT AUDITORS - Deloitte & Touche LLP, 1000 Wilshire Boulevard, 15th
Floor, Los Angeles, CA 90017, serves as the fund's independent auditors
providing audit services,


                   U.S. Government Securities Fund - Page 32

<PAGE>


preparation of tax returns and review of certain documents to be filed with the
Securities and Exchange Commission. The financial statements included in this
Statement of Additional Information from the Annual Report have been so included
in reliance on the report of Deloitte & Touche LLP, independent auditors, given
on the authority of said firm as experts in accounting and auditing. The
selection of the fund's independent auditors is reviewed and determined annually
by the Board of Trustees.


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


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


SHAREHOLDER AND TRUSTEE RESPONSIBILITY - Under the laws of certain states,
including Massachusetts where the fund was organized and California where the
fund'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 fund. However, the risk of a shareholder incurring
any financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its obligations.
The Declaration of Trust contains an express disclaimer of shareholder liability
for acts, omissions, obligations or affairs of the fund and provides that notice
of the disclaimer may be given in each agreement, obligation, or instrument
which is entered into or executed by the fund or Trustees. The Declaration of
Trust provides for indemnification out of fund property of any shareholder held
personally liable for the obligations of the fund and also provides for the fund
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, officers, employees or agents of
the fund 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.


OTHER INFORMATION - The financial statements including the investment portfolio
and the report of Independent Auditors contained in the Annual Report are
included in this Statement of Additional Information. The following information
is not included in the Annual Report:


                   U.S. Government Securities Fund - Page 33

<PAGE>


             DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND
     MAXIMUM OFFERING PRICE PER SHARE FOR CLASS A SHARES -- AUGUST 31, 1999

<TABLE>
<CAPTION>
<S>                                                               <C>
Net asset value and redemption price per share
  (Net assets divided by shares outstanding) . . . . . . . . .      $12.63
Maximum offering price per share
  (100/96.25 of net asset value per share,
  which takes into account the fund's current maximum
  sales charge). . . . . . . . . . . . . . . . . . . . . . . .      $13.12
</TABLE>




            CLASS A SHARE INVESTMENT RESULTS AND RELATED STATISTICS

The fund's yield was 5.45% based on a 30-day (or one month) period ended August
31, 1999, computed by dividing the net investment income per share earned during
the period by the maximum offering price per share on the last day of the
period, according to the following formula:


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

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

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

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

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

The fund's one year total return and average annual total return for the five-
and ten-year periods ended August 31, 1999 were -3.75%, 5.28% and 6.75%,
respectively.  The fund's average annual total return at net asset value for the
one-, five- and ten-year periods ended on August 31, 1999 were -0.01%, 6.08% and
7.16%, respectively.


The average total return ("T") is computed by equating the value at the end of
the period ("ERV") with a hypothetical initial investment of $1,000 ("P") over a
period of years ("n") according to the following formula as required by the
Securities and Exchange Commission: P(1+T)/n/ = ERV.


In calculating average annual total return, the fund assumes: (1) deduction of
the maximum sales load of 3.75% from the $1,000 initial investment; (2)
reinvestment of dividends and distributions at net asset value on the
reinvestment date determined by the Board; and (3) a complete redemption at the
end of any period illustrated. In addition, the fund will provide lifetime
average total return figures. From time to time, the fund may calculate
investment results for Class B shares.


The fund may also, at times, calculate total return based on net asset value per
share (rather than the offering price), in which case the figure would not
reflect the effect of any sales charges which would have been paid if shares
were purchased during the period reflected in the


                   U.S. Government Securities Fund - Page 34

<PAGE>


computation. Consequently, total return calculated in this manner will be
higher. These total returns may be calculated over periods in addition to those
described above. Total return for the unmanaged indices will be calculated
assuming reinvestment of dividends and interest, but will not reflect any
deductions for advisory fees, brokerage costs or administrative expenses.


The fund may include information on its investment results and/or comparisons of
its investment results to various unmanaged indices (such as the Dow Jones
Average of 30 Industrial Stocks and the Standard and Poor's 500 Composite Stock
Index) or results of other mutual funds or investment or savings vehicles in
advertisements or in reports furnished to present or prospective shareholders.
The fund may also, from time to time, combine its results with those of other
funds in The American Funds Group for purposes of illustrating investment
strategies involving multiple funds.


The fund may refer to results and surveys compiled by organizations such as CDA/
Wiesenberger, Ibbotson Associates, Lipper Analytical Services, Morningstar,
Inc., and by the U.S. Department of Commerce. Additionally, the fund may refer
to results published in various newspapers and periodicals, including Barron's,
Forbes, Fortune, Institutional Investor, Kiplinger's Personal Finance Magazine,
Money, U.S. News and World Report and The Wall Street Journal.


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


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


                   U.S. Government Securities Fund - Page 35

<PAGE>




                                    APPENDIX
                    Description of Commercial Paper Ratings

MOODY'S employs the designations "Prime-1," "Prime-2" and "Prime-3" to indicate
- -------
commercial paper having the highest capacity for timely repayment. Issuers rated
Prime-1 have a superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be evidenced by the
following characteristics: 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 protection; broad
margins in earnings coverage of fixed financial charges and high internal cash
generation; and well-established access to a range of financial markets and
assured sources of alternate liquidity.


Issues rated Prime-2 have a strong capacity for repayment of short-term
promissory obligations. This will normally be evidenced by many of the
characteristics cited above, but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.


S&P ratings of commercial paper are graded into four categories ranging from "A"
- ---
for the highest quality obligations to "D" for the lowest.


A - Issues assigned its highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with numbers
1, 2, and 3 to indicate the relative degree of safety.


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.


A-2 - Capacity for timely payments on issues with this designation is strong;
however, the relative degree of safety is not as high as for issues designated
"A-1."


[begin pie chart]
The American Funds Income Series
U.S. Government Securities Fund
August 31, 1999
[S]                           [C]
Portfolio Composition

U.S. Treasuries                    47%
Agency Mortgage-Backed Securit     40%
Agency Debentures                   9%
Cash & Equivalents                  4%

[end pie chart]

<TABLE>
The American Funds Income Series
U.S. Government Securities Fund

Investment Portfolio
August 31, 1999

<S>                                                      <C>        <C>       <C>
                                                          Principal    Market Percent
                                                             Amount     Value  of Net
                                                              (000)     (000)  Assets

Federal Agency Obligations -
Mortgage Pass-Throughs (1) - 33.67%
Fannie Mae:
 5.50% 2014                                                  $4,834    $4,502
 6.00% 2008-2013                                             12,304    11,657
 6.27% 2005                                                   6,922     6,742
 6.35% 2005                                                  16,402    16,026
 6.50% 2028                                                   5,889     5,574
 7.00% 2009-2028                                             20,174    19,938
 7.50% 2039                                                   9,384     9,363
 8.00% 2005-2023                                              2,225     2,261
 8.282% 2002 (2)                                              3,441     3,472
 8.50% 2007-2027                                              4,725     4,889
 9.00% 2009-2023                                              1,271     1,330
 9.50% 2011-2022                                              1,088     1,153
 10.00% 2017-2021                                               601       650
 11.00% 2010-2029                                             3,550     3,926
 11.50% 2015                                                    463       516
 12.00% 2000-2029                                             3,899     4,387    8.47%
 12.25% 2011-2013                                               365       408
 12.50% 2001-2029                                             6,749     7,693
 12.75% 2012                                                      1         2
 13.00% 2028                                                  3,070     3,506
 13.25% 2011-2014                                               508       583
 13.50% 2015                                                  1,434     1,651
 14.00% 2013-2014                                               503       588
 15.00% 2013                                                    924     1,120
 15.5% 2012                                                      12        14
 16.00% 2012                                                      9        11
Freddie Mac:
 6.00% 2014                                                   5,735     5,462
 6.50% 2014                                                   9,976     9,693
 7.00% 2008                                                     660       657
 8.00% 2012                                                   1,715     1,759
 8.25% 2007                                                     407       415
 8.50% 2009-2021                                              7,309     7,560
 8.75% 2008                                                     359       369
 9.00% 2010-2021                                              2,427     2,523
 10.50% 2006-2016                                               299       322
 10.75% 2010                                                    148       159
 11.00% 2015-2016                                               404       441
 11.50% 2015                                                    165       180
 11.75% 2014                                                    244       269
 12.00% 2000-2017                                             4,472     4,985
 12.25% 2015                                                    254       283
 12.50% 2015-2019                                             4,057     4,549
 13.00% 2014-2015                                             2,716     3,087
 13.50% 2018                                                    123       141    3.28
 13.75% 2014                                                     18        21
 14.00% 2011-2014                                               119       138
 14.5% 2010-2011                                                 80        92
 14.75% 2010                                                     62        72
 15.00% 2011                                                     28        33
 15.50% 2011                                                     25        29
 16.00% 2012                                                     19        22
 16.25% 2011                                                     72        84
Government National Mortgage Assn.:
 5.50% 2013                                                   2,510     2,345
 6.00% 2008-2030                                             96,805    90,642
 6.50% 2013-2029                                             63,245    60,038
 7.00% 2008-2029                                             58,907    57,251
 7.50% 2009-2028                                             23,487    23,496
 8.00% 2022-2027                                             15,182    15,389
 8.50% 2020-2023                                              2,888     2,992
 9.00% 2009-2022                                              9,601    10,117
 9.50% 2009-2021                                              4,150     4,432
 9.75% 2011-2012                                              1,132     1,216
 10.00% 2016-2019                                            13,424    14,665
 10.25% 2012                                                     69        74
 10.50% 2015-2019                                             1,158     1,277
 11.00% 2013                                                    144       159
 11.25% 2001-2016                                             1,619     1,743
 11.50% 2000-2014                                                61        67   21.92
 11.75% 2000-2015                                                69        73
 12.00% 2000-2016                                             1,140     1,264
 12.25% 2013-2015                                               169       188
 12.75% 2014-2015                                               195       220
 13.00% 2011-2015                                             1,112     1,276
 13.25% 2013-2015                                               181       205
 13.50% 2013                                                    172       200
 14.00% 2014                                                     96       111
 14.50% 2012-2014                                               247       292
 16.00% 2011-2012                                                21        25
                                                                    ----------------------
                                                                      445,064   33.67
                                                                    ----------------------

Federal Agency Obligations
Other - 9.01%
Federal Home Loan Bank Bonds:
 5.625% 2001                                                 10,000     9,927
 5.50% 2003                                                  10,000     9,691    3.43
 6.00% 2004                                                  10,000     9,648
 5.80% 2008                                                  17,325    16,042
Freddie Mac Notes:
 5.125% 2003                                                 17,000    16,190    1.22
 5.75% 2008                                                  11,000    10,201     .77
Tennessee Valley Authority:
 Series G, 5.375% 2008                                       42,670    38,276
 Series E, 6.25% 2017                                        10,000     9,108    3.59
                                                                    ----------------------
                                                                      119,083    9.01
                                                                    ----------------------

Collateralized Mortgage
Obligations (1) - 5.03%
Fannie Mae:
 Series 91-50, Class H, 7.75% 2006                            1,628     1,648
 Series 91-146, Class Z, 8.00% 2006                           3,597     3,683
 Series 1997-M5, Class C, ACES, 6.74% 2007                    5,000     4,862
 Series 1998-M6, Class A2, ACES, 6.32% 2008                  17,500    16,505
 Trust 35, Class 2, 12.00% 2018                                 254       279    3.90
 Series 90-93, Class G, 5.50% 2020                            1,505     1,430
 Series 1992-119, Class Z, 8.00% 2022                         4,134     4,168
 Series 1994-4, Class ZA, 6.50% 2024                          5,400     4,840
 Series 1997-M6, Class ZA, 6.85% 2026                        11,464    10,238
 Series 1997-28, Class C, 7.00% 2027                          4,000     3,846
Freddie Mac:
 Series 1716, Class A, 6.50% 2009                            10,586    10,259
 Series 83-A, Class 3, 11.875% 2013                             112       122
 Series 83-B, Class 3, 12.50% 2013                              892       978
 Series 178, Class Z, 9.25% 2021                              1,376     1,420    1.13
 Series 1567, Class A, 5.527% 2023 (2)                        1,133     1,104
 Series 2030, Class F, 5.769% 2028 (2)                        1,043     1,051
                                                                    ----------------------
                                                                       66,433    5.03
                                                                    ----------------------

Collateralized Mortgage Obligations
(Privately Originated)(1),(3) - .98%

Collateralized Mortgage Obligation Trust,
 Series 63, Class Z, 9.00% 2020                               2,893     2,975     .23
PaineWebber CMO Pac,
 Series O, Class 5, 9.50% 2019                                2,566     2,685     .20
Ryland Acceptance Corp. Four,
 Series 88, Class E, 7.95% 2019                               7,216     7,266     .55
                                                                    ----------------------
                                                                       12,926     .98
                                                                    ----------------------

Development Authorities - 0.21%

International Bank for Reconstruction and
 Development 12.25% December 2008                             2,000     2,735     .21
                                                                    ----------------------

U. S. Treasury Obligations - 46.91%


6.375% January 2000                                           8,000     8,026     .61
5.875% June 2000                                             13,200    13,237    1.00
13.125% May 2001                                             19,000    21,236    1.60
13.375% August 2001                                           8,000     9,099     .69
6.25% October 2001                                            1,000     1,009     .08
15.75% November 2001                                          5,500     6,613     .50
14.25% February 2002                                         15,000    17,850    1.35
5.875% September 2002                                        31,000    30,995    2.34
11.625% November 2002                                        48,000    55,748    4.22
5.75% April 2003                                             19,770    19,650    1.49
10.75% May 2003                                              10,250    11,847     .90
5.75% August 2003                                             3,170     3,148     .24
11.875% November 2003                                         6,000     7,260     .55
7.25% May 2004                                               39,750    41,750    3.16
7.875% November 2004                                          3,655     3,945     .30
11.625% November 2004                                         7,300     9,053     .68
7.50% February 2005                                           7,980     8,491     .64
0.00% May 2006                                               71,240    47,357    3.58
6.25% February 2007                                          31,000    31,102    2.35
6.625% May 2007                                              40,000    41,031    3.10
6.125 August 2007                                            16,530    16,476    1.25
10.375% November 2009                                        21,000    24,701    1.87
10.00% May 2010                                               4,000     4,691     .35
12.75% November 2010                                         10,000    13,236    1.00
13.875% May 2011                                              8,000    11,238     .85
10.375% November 2012                                        35,000    43,739    3.31
12.00% August 2013                                           11,000    15,139    1.14
9.875% November 2015                                          2,345     3,139     .24
8.875% August 2017                                           57,000    71,250    5.39
7.875% February 2021                                         16,250    18,847    1.43
7.125% February 2023                                          8,375     9,067     .69
                                                                    ----------------------
                                                                      619,970   46.90
                                                                    ----------------------
Total Bonds and Notes (cost: $1,307,054,000)                        1,266,211   95.80
                                                                    ----------------------


Short-Term Securities

Federal Agency Discount Notes - 3.15%

Federal Home Loan Bank due 9/1/99                            14,780    14,778    1.12
Federal Home Loan Bank due 10/13/99                          27,000    26,834    2.03
                                                                    ----------------------
Total Short-Term Securities (cost: $41,612,000)                        41,612    3.15
                                                                    ----------------------

Total Investment Securities (cost: $1,348,666,000)                  1,307,823   98.95

Excess of cash and receivables over payables                           13,896    1.05
                                                                    ----------------------
Net Assets                                                          $1,321,719 100.00
                                                                    ====================

(1)Pass-through securities backed by a pool of
mortgages or other loans on which principal
payments are periodically made.  Therefore, the
effective maturities are shorter than the stated
maturities.
(2)Coupon rate may change periodically.
(3)Comprised of federal agency originated or
guaranteed loans.


See Notes to Financial Statements

</TABLE>

<TABLE>
The American Funds Income Series
U.S. Government Securities Fund
Financial Statements (Unaudited)
<S>                                               <C>              <C>
- ----------------------------------------          -----------------------------
Statement of Assets and Liabilities
at August 31, 1999                                     (dollars in thousands)
- ----------------------------------------          -----------------------------
Assets:
Investment securities at market
 (cost: $1,348,666)                                                $1,307,823
Cash                                                                       66
Receivables for-
 Sales of investments                                        $ 312
 Sales of fund's shares                                      3,238
 Accrued interest                                           15,672
 Other                                                           4     19,226
                                                  -----------------------------
                                                                    1,327,115
Liabilities:
Payables for-
 Purchases of investments                                      370
 Repurchases of fund's shares                                1,789
 Dividends payable                                           2,083
 Management services                                           428
 Accrued expenses                                              726      5,396
                                                  -----------------------------
Net Assets at August 31, 1999-
 Equivalent to $12.63 per share on
 104,642,524 shares of beneficial
 interest issued and outstanding;
 unlimited shares authorized                                       $1,321,719
                                                                   ============

Statement of Operations
for the year ended August 31, 1999                     (dollars in thousands)
                                                  -----------------------------
Investment Income:
Income:
 Interest                                                            $ 87,717

Expenses:
 Management services fee                                    $5,028
 Distribution expenses                                       3,989
 Transfer agent fee                                          1,001
 Reports to shareholders                                        78
 Registration statement and prospectus                         152
 Postage, stationery and supplies                              199
 Trustees' fees                                                 25
 Auditing and legal fees                                        45
 Custodian fee                                                  26
 Taxes other than federal income tax                            13
 Other expenses                                                 36     10,592
                                                  -----------------------------
Net investment income                                                  77,125
                                                                   ------------
Realized Loss and Unrealized
 Depreciation on Investments:
Net realized loss                                                      (1,614)
Net on investments unrealized depreciation:
 Beginning of year                                          37,133
 End of year                                               (40,843)
                                                  --------------------
  Net unrealized depreciation on investments                          (77,976)
                                                                   ------------
 Net realized loss and unrealized
  depreciation on investments                                         (79,590)
                                                                   ------------
Net Decrease in Net Assets Resulting
 from Operations                                                    $    (2,465)
                                                                   ============
Statement of Changes in Net
 Assets                                                (dollars in thousands)
- ----------------------------------------          -----------------------------
                                                        Year ended Year ended
                                                        August 31,  August 31
                                                              1999       1998
Operations:                                       -----------------------------
Net investment income                                   $   77,125 $   70,243
Net realized loss on investments                            (1,614)      (187)
Net change in unrealized (depreciation)
 appreciation on investments                               (77,976)    34,508
                                                  -----------------------------
 Net (decrease) increase in net assets
  resulting from operations                                 (2,465)   104,564
                                                  -----------------------------
Dividends Paid to Shareholders                             (77,414)   (73,356)
                                                  -----------------------------
Capital Share Transactions:
Proceeds from shares sold:
 59,582,486 and 28,937,114
 shares, respectively                                      788,396    383,161
Proceeds from shares issued in
 reinvestment of net investment income
 dividends: 4,640,790 and 4,071,001
 shares, respectively                                       61,070     53,739
Cost of shares repurchased:
 49,917,467 and 27,545,162
 shares, respectively                                     (657,673)  (363,863)
                                                  -----------------------------
 Net increase in net assets resulting
  from capital share transactions                          191,793     73,037
                                                  -----------------------------
Total Increase in Net Assets                               111,914    104,245

Net Assets:
Beginning of year                                        1,209,805  1,105,560
                                                  -----------------------------
End of year (including undistributed
 net investment income of $1,176 and
 $1,465, respectively)                                  $1,321,719 $1,209,805
                                                  ================ =============


See Notes to Financial Statements

</TABLE>

Notes to Financial Statements

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION - The American Funds Income Series(the "trust") is registered
under the Investment Company Act of 1940 as an open-end, diversified management
investment company and has initially issued one series of shares, U.S.
Government Securities Fund(the "fund").  The fund seeks high current income,
consistent with prudent investment risk and preservation of capital, by
investing primarily in obligations backed by the full faith and credit of the
United States government.

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

     SECURITY VALUATION - Fixed-income securities are valued at prices obtained
from a pricing service, when such prices are available; however, in
circumstances where the investment adviser deems it appropriate to do so, such
securities will be valued at the mean quoted bid and asked prices or at prices
for securities of comparable maturity, quality and type. The ability of the
issuers of the debt securities held by the fund to meet their obligations may
be affected by economic developments in a specific industry, state or region.
Short-term securities maturing within 60 days are valued at amortized cost,
which approximates market value.

     Securities and assets for which representative market quotations are not
readily available are valued at fair value as determined in good faith by a
committee appointed by the Board of Trustees.

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


     DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends to shareholders
are declared daily after the determination of the fund's net investment income
and are paid to shareholders monthly.

2.   FEDERAL INCOME TAXATION

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

  As of August 31, 1999, net unrealized depreciation on investments for book
and federal income tax purposes aggregated $40,843,000, of which $9,169,000
related to appreciated securities and $50,012,000 related to depreciated
securities. There was no difference between book and tax realized losses on
securities transactions for the year ended August 31, 1999. During the year
ended August 31, 1999, the fund realized, on a tax basis, a net capital loss of
$1,614,000 on securities transactions. The fund had available at August 31,
1999 a net capital loss carryforward totaling $68,463,000 which may be used to
offset capital gains realized during subsequent years through 2007 and thereby
relieve the fund and its shareholders of any federal income tax liability with
respect to the capital gains that are so offset. The fund will not make
distributions from capital gains while a capital loss carryforward remains. In
addition, the fund has deferred, for tax purposes, to fiscal year ending August
31, 2000, the recognition of capital losses totaling $4,005,000 which were
realized during the period November 1, 1998 through August 31, 1999. The cost
of portfolio securities for book and federal income tax purposes was
$1,348,666,000 at August 31, 1999.

3.   FEES AND TRANSACTIONS WITH RELATED PARTIES

     INVESTMENT ADVISORY FEE - The fee of $5,028,000 for management services
was incurred pursuant to an agreement with Capital Research and Management
Company (CRMC), with which certain officers and Trustees of the trust are
affiliated. The Investment Advisory and Service Agreement provides for monthly
fees, accrued daily, based on an annual rate of 0.30% of the first $60 million
of average net assets; 0.21% of such assets in excess of $60 million but not
exceeding $1 billion; 0.18% of such assets in excess of $1 billion but not
exceeding $3 billion; and 0.16% of such assets in excess of $3 billion
(asset-based fee); plus 3.00% on the first $3,333,333 of the fund's monthly
gross investment income; and 2.25% of such income in excess of $3,333,333 but
not exceeding $8,333,333; and 2.00% of such income in excess of $8,333,333
(income-based fee).

     DISTRIBUTION EXPENSES - Pursuant to a Plan of Distribution, the fund may
expend up to 0.30% of its average net assets annually for any activities
primarily intended to result in sales of fund shares, provided the categories
of expenses for which reimbursement is made are approved by the trust's Board
of Trustees. Fund expenses under the Plan include payments to dealers to
compensate them for their selling and servicing efforts. During the year ended
August 31, 1999, distribution expenses under the Plan were limited to
$3,989,000. Had no limitation been in effect, the fund would have paid
$4,156,000 in distribution expenses under the Plan.  As of August 31, 1999,
accrued and unpaid distribution expenses were $647,000.

     American Funds Distributors, Inc. (AFD), the principal underwriter of the
fund's shares, received $983,000 (after allowances to dealers) as its portion
of the sales charges paid by purchasers of the fund's shares. Such sales
charges are not an expense of the fund and, hence, are not reflected in the
accompanying statement of operations.

     TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer
agent for the fund, was paid a fee of $1,001,000.

     DEFERRED TRUSTEES' FEES - Trustees who are unaffiliated with CRMC may
elect to defer part or all of the fees earned for services as members of the
Board. Amounts deferred are not funded and are general unsecured liabilities of
the fund. As of August 31, 1999, aggregate deferred amounts and earnings
thereon since the deferred compensation plan's adoption (1993) net of any
payments to Trustees, were $75,000.

     CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both
wholly owned subsidiaries of CRMC. Certain Trustees and officers of the trust
are or may be considered to be affiliated with CRMC, AFS and AFD. No such
persons received any remuneration directly from the fund.

4.   INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

     The fund made purchases and sales of investment securities, excluding
short-term securities of $1,147,057,000 and $951,728,000, respectively, during
year ended August 31, 1999.

     As of August 31, 1999, net realized loss on investments was $72,469,000
and paid-in capital was $1,433,855,000. The fund reclassified $19,043,000 from
undistributed net realized gains to paid-in capital for the year ended August
31, 1999 as a result of permanent differences between book and tax.

  Pursuant to the custodian agreement, the fund receives credits against its
custodian fee for imputed interest on certain balances with the custodian bank.
The custodian fee of $26,000 includes $25,000 that was paid by these credits
rather than in cash.


<TABLE>
<S>                                         <C>      <C>    <C>    <C>    <C>
PER-SHARE DATA AND RATIOS
- ---------------------------------           -------- -----------------------------

                                                       Year  Ended August     31
                                            -------- -----------------------------
                                               1999    1998   1997    1996   1995
                                            -------- -----------------------------
Net Asset Value, Beginning
 of Year                                      $13.39 $13.03 $12.78 $13.24 $13.18
                                            -------- -----------------------------

Income from Investment
 Operations:
  Net investment income                          .77    .83    .88    .93   1.01
  Net gains or lossess on securities
   (both realized and unrealized)               (.76)   .40    .25   (.49)   .06
                                            -------- -----------------------------
   Total from investment operations              .01   1.23   1.13    .44   1.07
                                            -------- -----------------------------
Less Distributions:
 Dividends (from net investment
  income)                                       (.77)  (.87)  (.88)  (.90) (1.01)
                                            -------- -----------------------------
Net Asset Value, End of Year                  $12.63 $13.39 $13.03 $12.78 $13.24
                                             ======= =============================
Total Return*                                 (.01)%   9.70%  9.08%  3.40%  8.60%

Ratios/Supplemental Data:
 Net assets, end of year (in
  millions)                                   $1,322 $1,210 $1,106 $1,216 $1,337
 Ratio of expenses to average
  net assets                                     .79%   .79%   .80%   .81%   .79%
 Ratio of net income to
  average net assets                             5.80  6.24%  6.74%  7.04%  7.79%
 Portfolio turnover rate                        81.10 81.99% 28.16% 40.01% 46.77%


*Excludes maximum sales charge of 4.75%.

</TABLE>

Independent Auditors' Report
To the Board of Trustees and Shareholders of
The American Funds Income Series-
U.S. Government Securities Fund:

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

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

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

Deloitte & Touche LLP
Los Angeles, California

September 30, 1999


Tax Information (unaudited)

Certain states may exempt from income taxation a portion of the dividends paid
from net investment income if derived from direct U.S. Treasury obligations.
For purposes of computing this exclusion, 53% of the dividends paid by the fund
from net investment income was derived from interest on direct U.S. Treasury
obligations.

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

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


                                    PART C
                               OTHER INFORMATION
                        U.S. GOVERNMENT SECURITIES FUND

ITEM 23. EXHIBITS

(a) Establishment and Designation of Class of Shares of Beneficial Interest
Without
 Par Value dated January 10, 2000
(b) Previously filed (see Post-Effective Amendment No. 19 filed 10/29/97)
(c) Share Certificate
(d) Amended Investment Advisory and Service Agreement dated March 1, 2000
(e) Amended and Restated Principal Underwriting Agreement dated December 14,
1999
(f) None
(g) Previously filed (see Post-Effective Amendment No. 19 filed 10/29/97)
(h) None
(i) Legal Opinion for Class B Shares
(j) Consent of Independent Accountants
(k) None
(l) Previously filed (see Post-Effective Amendment No. 19 filed 10/29/97)
(m) Plan of Distribution relating to Class B Shares dated December 14, 1999
(n) Multiple Class Plan dated December 14, 1999
(o) None
(p) Codes of Ethics

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.

ITEM 25. INDEMNIFICATION (CONTINUED)

 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).

ITEM 25. INDEMNIFICATION (CONTINUED)

 (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

ITEM 25. INDEMNIFICATION (CONTINUED)

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., The Investment Company of America, Intermediate Bond Fund of
America, Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund,
New Perspective Fund, Inc., New World Fund, Inc., SMALLCAP World Fund, Inc.,
The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Money Fund of
America, 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



<S>    <C>                                   <C>                              <C>
       David L. Abzug                        Regional Vice President          None

       27304 Park Vista Road

       Agoura Hills, CA 91301



       John A. Agar                          Vice President                   None

       #61 Point West Circle

       Little Rock, AR 72211



       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 Mount Meeker Road

       Suite 1

       Boulder, CO  80301-3508



B      Carl R. Bauer                         Assistant Vice President         None



       Michelle A. Bergeron                  Senior Vice President            None

       4160 Gateswalk Drive

       Smyrna, GA 30080



       J. Walter Best, Jr.                   Regional Vice President          None

       9013 Brentmeade Blvd.

       Brentwood, TN 37027



       Joseph T. Blair                       Senior Vice President            None

       148 E. Shore Ave.

       Groton Long Point, CT 06340



       John A. Blanchard                     Vice President                   None

       6421 Aberdeen Road

       Mission Hills, KS  66208



       Ian B. Bodell                         Senior Vice President            None

       P.O. Box 1665

       Brentwood, TN  37024-1665



       Mick L. Brethower                     Senior Vice President            None

       29003 Colonial Drive

       Georgetown, TX 78628



       Alan Brown                            Regional Vice President          None

       4129 Laclede Avenue

       St. Louis, MO 63108



B      J. Peter Burns                        Vice President                   None



       Brian C. Casey                        Regional Vice President          None

       8002 Greentree Road

       Bethesda, MD  20817



       Victor C. Cassato                     Senior Vice President            None

       609 W. Littleton Blvd., Suite 310

       Greenwood Village, CO  80120



       Christopher J. Cassin                 Senior Vice President            None

       19 North Grant Street

       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 and Co-Chief    None

                                             Executive Officer



       Ruth M. Collier                       Senior Vice President            None

       29 Landsdowne Drive

       Larchmont, NY 10538



S      David Coolbaugh                       Assistant Vice President         None



H      Carlo O. Cordasco                     Assistant Vice President         None



       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



       William Daugherty                     Regional Vice President          None

       1216 Highlander Way

       Mechanicsburg, PA 17055



       Daniel J. Delianedis                  Regional Vice President          None

       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                        Director, Executive Vice         None
                                             President

       100 Merrick Road, Suite 216W

       Rockville Centre, NY 11570



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



       Daniel B. Frick                       Regional Vice President          None

       845 Western Avenue

       Glen Ellyn, IL 60137



       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 and Trustee



B      Mariellen Hamann                      Assistant Vice President         None



       David E. Harper                       Senior Vice President            None

       150 Old Franklin School Road

       Pittstown, NJ 08867



H      Mary Pat Harris                       Assistant Vice President         None

       Ronald R. Hulsey                      Vice President                   None

       6744 Avalon

       Dallas, TX  75214



       Robert S. Irish                       Regional Vice President          None

       1225 Vista Del Mar Drive

       Delray Beach, FL  33483



       Michael J. Johnston                   Director                         None

       630 Fifth Avenue, 36th Floor

       New York, NY  10111



B      Damien M. Jordan                      Vice President                   None



       Arthur J. Levine                      Senior Vice President            None

       12558 Highlands Place

       Fishers, IN  46038



B      Karl A. Lewis                         Assistant Vice President         None



       T. Blake Liberty                      Regional Vice President          None

       5506 East Mineral Lane

       Littleton, CO  80122



       Mark J. Lien                          Regional Vice President          None

       5570 Beechwood Terrace

       West Des Moines, IA 50266



L      Lorin E. Liesy                        Assistant Vice President         None



L      Susan G. Lindgren                     Vice President -                 None
                                             Institutional

                                             Investment Services



LW     Robert W. Lovelace                    Director                         None



       Stephen 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



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 President          None

       304 River Oaks Road

       Brentwood, TN  37027



       Peter A. Nyhus                        Vice President                   None

       3084 Wilds Ridge Court

       Prior Lake, MN  55372



       Eric P. Olson                         Vice President                   None

       62 Park Drive

       Glenview, IL  60025



       Gary A. Peace                         Regional Vice President          None

       291 Kaanapali Drive

       Napa, CA 94558



       Samuel W. Perry                       Regional Vice President          None

       6133 Calle del Paisano

       Scottsdale, AZ 85251



       Fredric Phillips                      Senior Vice President            None

       175 Highland Avenue, 4th Floor

       Needham, MA  02494



B      Candance D. Pilgrim                   Assistant Vice President         None



       Carl S. Platou                        Vice President                   None

       7455 80th Place, S.E.

       Mercer Island, WA  98040



L      John O. Post                          Senior Vice President            None



S      Richard P. Prior                      Vice President                   None



       Steven J. Reitman                     Senior Vice President            None

       212 The Lane

       Hinsdale, IL  60521



       Brian A. Roberts                      Vice President                   None

       244 Lambeau Lane

       Glenville, NC  28736



       George S. Ross                        Senior Vice President            None

       55 Madison Avenue

       Morristown, NJ  07960



L      Julie D. Roth                         Vice President                   None



L      James F. Rothenberg                   Director                         None



       Douglas F. Rowe                       Vice President                   None

       414 Logan Ranch Road

       Georgetown, TX  78628



       Christopher S. Rowey                  Regional Vice President          None

       9417 Beverlywood Street

       Los Angeles, CA  90034



       Dean B. Rydquist                      Senior Vice President            None

       1080 Bay Pointe Crossing

       Alpharetta, GA  30005



       Richard R. Samson                     Senior Vice President            None

       4604 Glencoe Avenue, #4

       Marina del Rey, CA  90292



       Joseph D. Scarpitti                   Vice President                   None

       31465 St. Andrews

       Westlake, OH  44145



L      R. Michael Shanahan                   Director                         None

       Brad W. Short                         Regional Vice President          None

       306 15th Street

       Seal Beach, CA 90740



       David W. Short                        Chairman of the Board and        None

       1000 RIDC Plaza, Suite 212            Co-Chief Executive Officer

       Pittsburgh, PA 15238



       William P. Simon                      Senior Vice President            None

       912 Castlehill Lane

       Devon, PA 19333



L      John C. Smith                         Assistant Vice President -       None

                                             Institutional Investment
                                             Services



       Rodney G. Smith                       Vice President                   None

       100 N. Central Expressway

       Suite 1214

       Richardson, TX  75080



S      Sherrie L. Snyder-Senft               Assistant Vice President         None



       Anthony L. Soave                      Regional Vice President          None

       8831 Morning Mist Drive

       Clarkston, MI 48348



       Therese L. Souiller                   Assistant Vice President         None

       2652 Excaliber Court

       Virginia Beach, VA 23454



       Nicholas D. Spadaccini                Regional Vice President          None

       855 Markley Woods Way

       Cincinnati, OH  45230



L      Kristen J. Spazafumo                  Assistant Vice President         None



       Daniel S. Spradling                   Senior Vice President            None

       181 Second Avenue

       Suite 228

       San Mateo, CA  94401



LW     Eric H. Stern                         Director                         None



B      Max D. Stites                         Vice President                   None



       Thomas A. Stout                       Regional Vice President          None

       1004 Ditchley Road

       Virginia Beach, VA 23451



       Craig R. Strauser                     Vice President                   None

       3 Dover Way

       Lake Oswego, OR  97034



       Francis N. Strazzeri                  Senior Vice President            None

       31641 Saddletree Drive

       Westlake Village, CA  91361



L      Drew W. Taylor                        Assistant Vice President         None



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                  Vice President                   None

       60 Reedland Woods Way

       Tiburon, CA  94920



       J. David Viale                        Regional Vice President          None

       7 Gladstone Lane

       Laguna Niguel, CA 92677



       Thomas E. Warren                      Regional Vice President          None

       119 Faubel Street

       Sarasota, FL  34242



L      J. Kelly Webb                         Senior Vice President,           None

                                             Treasurer and Controller



       Gregory J. Weimer                     Vice President                   None

       206 Hardwood Drive

       Venetia, PA  15367



B      Timothy W. Weiss                      Director                         None



       George J. Wenzel                      Regional Vice President          None

       3406 Shakespeare Drive

       Troy, MI 48084



       J. D. Wiedmaier                       Assistant Vice President         None

       3513 Riverstone Way

       Chesapeake, VA 23325



       Timothy J. Wilson                     Vice President                   None

       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



       William R. Yost                       Vice President                   None

       9320 Overlook Trail

       Eden Prairie, MN  55347



       Janet M. Young                        Regional Vice President          None

       1616 Vermont

       Houston, TX  77006



       Scott D. Zambon                       Regional Vice President          None

       2887 Player Lane

       Tustin Ranch, CA  92782

</TABLE>

__________
L Business Address, 333 South Hope Street, Los Angeles, CA  90071
LW Business Address, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, CA
90025
B Business Address, 135 South State College Boulevard, Brea, CA  92821
S Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251
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 held in the
offices of its investment adviser, Capital Research and Management Company, 333
South Hope Street, Los Angeles, California 90071, and/or 135 South State
College Boulevard, Brea, California 92821.

 Registrant's records covering shareholder accounts are maintained and kept by
its transfer agent, American Funds Service Company, 135 South State College
Boulevard, Brea, California 92821, 8332 Woodfield Crossing Boulevard,
Indianapolis, IN 46240, 3500 Wiseman Boulevard, San Antonio, Texas 78251 and
5300 Robin Hood Road, Norfolk, VA  23513.

 Registrant's records covering portfolio transactions are maintained and kept
by its 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 certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amended
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
7/th/ day of March, 2000.

  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 March 7, 2000, by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
         Signature                                      Title

<S>      <C>                                            <C>


(1)      Principal Executive Officer:

         /s/ John H. Smet                               President

            (John H. Smet)

(2)      Principal Financial Officer and
         Principal Accounting Officer:

         /s/ Anthony W. Hynes, Jr.                      Treasurer

            (Anthony W. Hynes, Jr.)

(3)      Trustees:

         Richard G. Capen, Jr.*                         Trustee

         H. Frederick Christie*                         Trustee
         Don R. Conlan*                                 Trustee
         Diane C. Creel*                                Trustee

         Martin Fenton, Jr.*                            Trustee
         Leonard R. Fuller*                             Trustee

         /s/ Abner D. Goldstine                         Vice Chairman and Trustee

            (Abner D. Goldstine)

         /s/ Paul G. Haaga, Jr.                         Chairman and Trustee

            (Paul G. Haaga, Jr.

         Richard G. Newman*                             Trustee

         Frank M. Sanchez*                              Trustee

</TABLE>

*By  /s/ Julie F. Williams
 Julie F. Williams, Attorney-in-Fact
  Counsel represents that this amendment does not contain disclosures that
would make the amendment ineligible for effectiveness under the provisions of
rule 485(b).

       /s/ Michael J. Downer
       (Michael J. Downer)


                       THE AMERICAN FUNDS INCOME SERIES
Establishment and Designation of Classes
of Shares of Beneficial Interest Without Par Value
(the "Instrument")
 The undersigned, being a majority of the Trustees of The American Funds Income
Series, a Massachusetts business trust (the "Trust"), acting pursuant to
Section 6.1 of the Trust's Declaration of Trust dated September 18, 1985, as
amended on December 13, 1990, (the "Declaration of Trust"), hereby further
divide and classify the authorized and unissued shares of beneficial interest
(together with the shares of beneficial interest without par value, now
outstanding, the "Shares") of the Trust, into the two classes of shares
designated below in paragraph 1 (each a "Class" and, collectively, the
"Classes").  Each Class (including all currently issued and outstanding Shares,
which shall be redesignated "Class A Shares") shall be unlimited in number and
have the special and relative rights specified in this Instrument:
 1. The Classes shall be designated as follows:
 Class A
 Class B
  2. Each Share shall represent a pro rata beneficial interest in the assets
attributable to its Class, and shall be entitled to receive its pro rata share
of net assets attributable to that Class of Shares of the Trust upon
liquidation of the Trust, all as provided in or not inconsistent with the
Declaration of Trust.  Unless otherwise provided in this Instrument, each Share
shall have the voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications, terms and conditions, as set
forth in the Declaration of Trust.
  3. Upon the effective date of this Instrument:
   a. Each Share of each Class of the Trust shall be entitled to one vote (or
fraction thereof in respect of a fractional Share) on matters which those
Shares (or Class of Shares) shall be entitled to vote.  Shareholders of the
Trust shall vote together on any matter, except to the extent otherwise
required by the Investment Company Act of 1940 (the "Investment Company Act"),
and the rules thereunder, in which case only the Shareholders of that Class or
those Classes shall be entitled to vote thereon.
  b. Class A Shares and Class B Shares may be issued and sold subject to
different sales loads or charges, whether initial, deferred or contingent, or
any combination thereof, as may be established from time to time by the
Trustees of the Trust in accordance with the Investment Company Act and
applicable rules and regulations of self-regulatory organizations and as shall
be set forth in the applicable prospectus for the Shares.
  c. Liabilities, expenses, costs, charges or reserves that should be properly
allocated to the Shares of a particular Class of the Trust may, pursuant to a
Plan adopted by the Trustees to conform with Rule 18f-3 under the Investment
Company Act, or a similar rule, provision, interpretation or order under the
Investment Company Act, be charged to and borne solely by that Class and the
bearing of expenses solely by a Class of Shares may be appropriately reflected
and cause differences in net asset value attributable to, and the dividend,
redemption and liquidation rights of, the Shares of different Classes.
 d. Except as otherwise provided hereinafter, on the first Friday of the first
calendar month following the expiration of a 96-month period commencing on the
first day of the calendar month during which Class B Shares were purchased by a
holder thereof (if such Friday is not a business day, on the next succeeding
business day), such Shares (as well as a pro rata portion of any Class B Shares
purchased through the reinvestment of dividends or other distributions paid on
all Class B Shares held by such holder) shall automatically convert to Class A
Shares on the basis of the respective net asset values of the Class B Shares
and the Class A Shares on the conversion date; PROVIDED, HOWEVER, that the
Trustees, in their sole discretion, may suspend the conversion of Class B
Shares if any conversion of such Shares would constitute a taxable event under
federal income tax law (in which case the holder of such Class B Shares shall
have the right to exchange from time to time any or all of such Class B Shares
held by such holder for Class A Shares on the basis of the respective net asset
values of the Class B Shares and the Class A Shares on the applicable exchange
date and without the imposition of a sales charge or fee); and PROVIDED,
FURTHER, that conversion (or exchange) of Class B Shares represented by share
certificates shall be subject to tender of such certificates; and
  e. Subject to the foregoing paragraph, Class A Shares and Class B Shares may
have such different exchange rights as the Trustees shall determine in
compliance with the Investment Company Act.
  4. The Trustees (including any successor Trustees) of the Trust shall have
the right at any time and from time to time to reallocate assets, liabilities
and expenses or to change the designation of any Class now or hereafter
created, or to otherwise change the special and relative rights of any Class,
provided that no change shall adversely affect the rights of Shareholders of
such Class.
  Except as otherwise provided in this Instrument, the foregoing shall be
effective as of the date set forth below.

<TABLE>
<CAPTION>
<S>                                     <C>
Richard G. Capen, Jr., as Trustee       Abner D. Goldstine, as Trustee
H. Frederick Christie, as Trustee       Paul G. Haaga, Jr., as Trustee
Don R. Conlan, as Trustee               Richard G. Newman, as Trustee
Diane C. Creel, as Trustee              Frank M. Sanchez, as Trustee
Martin Fenton, as Trustee               Dated: January 10, 2000
Leonard R. Fuller, as Trustee

</TABLE>



NUMBER (certificate number)
SHARES (number of shares)
CUSIP (cusip number)
CLASS (class of shares)
THE AMERICAN FUNDS INCOME SERIES
U.S. GOVERNMENT SECURITIES FUND
A MASSACHUSETTS BUSINESS TRUST
This Certifies that (shareholder name and address) is the owner of (number of
shares) fully paid Shares of Beneficial Interest, of the Class and number
indicated above, of The American Funds Income Series, U.S. Government
Securities Fund, without par value, transferable on the books of the Trust by
the holder thereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed.  This certificate is not valid unless
countersigned by the Transfer Agent.  (See reverse for certain abbreviations.)
Witness, the facsimile signatures of duly authorized officers of the Trust.
Dated: (date issued)
S/Julie F. Williams
Secretary
S/John H. Smet
President
Countersigned
AMERICAN FUNDS SERVICE COMPANY
TRANSFER AGENT
BY ___________________
AUTHORIZED SIGNATURE

 THE ISSUER OF THE SHARES REPRESENTED BY THIS CERTIFICATE WILL FURNISH TO ANY
SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE
DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF
EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, THE VARIATIONS IN THE RELATIVE
RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH CLASS AND SERIES INSOFAR AS
THE SAME HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF
DIRECTORS OR TRUSTEES TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES
OF CLASSES AND SERIES OF SHARES OF THE ISSUER.  IF YOU WOULD LIKE A COPY OF THE
FULL STATEMENT, PLEASE WRITE TO THE SECRETARY OF THE ISSUER OR ITS TRANSFER
AGENT.

 CLASS B AND SERIES B SHARES REDEEMED WITHIN SIX YEARS OF THEIR PURCHASE ARE
SUBJECT TO A DEFERRED SALES CHARGE OF UP TO 5%.  IN ADDITION, DURING THE MONTH
FOLLOWING THE 96-MONTH PERIOD THAT BEGINS ON THE FIRST DAY OF THE MONTH IN
WHICH SUCH SHARES ARE PURCHASED, CLASS B AND SERIES B SHARES (ALONG WITH SHARES
OF THE SAME CLASS AND SERIES PURCHASED THROUGH REINVESTMENT OF DIVIDENDS AND
OTHER DISTRIBUTIONS ON SUCH SHARES) WILL AUTOMATICALLY CONVERT TO CLASS A
SHARES (OR COMMON SHARES) ON THE BASIS OF THEN CURRENT RELATIVE NET ASSET
VALUES PER SHARE.  THE ISSUER MAY SUSPEND SUCH CONVERSION IN CERTAIN LIMITED
CIRCUMSTANCES, IN WHICH CASE AN EXCHANGE PRIVILEGE WILL APPLY.  THE ISSUER MAY
REQUIRE TENDER OF THIS CERTIFICATE PRIOR TO ANY CONVERSION OR EXCHANGE.  IF
SUCH TENDER IS NOT REQUIRED, THE NUMBER OF SHARES REPRESENTED BY THIS
CERTIFICATE AFTER SUCH CONVERSION OR EXCHANGE WILL BE DIFFERENT THAN THE NUMBER
INDICATED ON THE FACE OF THIS CERTIFICATE.  SHAREHOLDERS MAY RETURN THIS
CERTIFICATE AFTER ANY CONVERSION OR EXCHANGE AND OBTAIN A NEW CERTIFICATE (OR
CERTIFICATES) REPRESENTING THE ACTUAL NUMBER AND TYPE OF SHARES OWNED.

 NOTE:  SHARES REPRESENTED BY THIS CERTIFICATE MAY BE REDEEMED WITHOUT THE
CONSENT OR APPROVAL OF THE SHAREHOLDER FOR THE THEN CURRENT NET ASSET VALUE PER
SHARE IF AT SUCH TIME THE SHAREHOLDER OWNS OF RECORD SHARES HAVING AN AGGREGATE
NET ASSET VALUE OF LESS THAN THE MINIMUM INITIAL INVESTMENT AMOUNT.

                          EXPLANATION OF ABBREVIATIONS

The following abbreviations, when used in the registration on the face of this
certificate, shall have the meanings assigned below:

<TABLE>
<CAPTION>
<S>      <C>    <C>                  <C>           <C>   <C>          <C>          <C>       <C>
ADM      -      Administratrix       FBO           -     For the      TTEE         -         Trustee
                                                         benefit
                                                         of

                Administrator        GDN           -     Guardian     U/A          -         Under
                                                                                             agreement

COM      -      Community            JT TEN        -     Joint        UGMA/        -         Uniform
PROP            property                                 tenants      (State)                Gift
                                                         with                                to Minors
                                                         right                               Act
                                                         of                                  in

CUST     -      Custodian                                survivorship                          effect in
                                                                                             the
                                                                                             state
                                                                                             indicated

DTD      -      Dated                LIFE TEN      -     Life         UTMA/        -         Uniform
                                                         tenant       (State)                Transfers
                                                                                             to
                                                                                             Minors Act

EST      -      Estate               (State)/TOD   -     Uniform                             in effect
                                                         Transfer                            in
                                                         on                                  the state
                                                         Death                               indicated

                Of the estate                            Act in       U/W          -         Last will
                of                                       effect                              and
                                                         in                                  testament
                                                         the
                                                         state

ET       -      And others                               indicated                           Under last
AL                                                                                           will and
                                                                                             testament
                                                                                             of

EXEC     -      Executor             TR            -     Trust                               Under the
                                                                                             will of

                Executrix            TEN COM       -     Tenants
                                                         in common

                                     TEN ENT       -     Tenants
                                                         by the
                                                         entireties

Note: Abbreviations refer where appropriate to the
singular or plural, male
or female.  Other abbreviations may also be used,
including U.S. Postal
Service two-letter state abbreviations.


</TABLE>

REQUIREMENTS:  THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND EXACTLY WITH
THE NAME(S) WRITTEN ON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR.
SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR," SUCH AS A BANK,
SAVINGS ASSOCIATION OR CREDIT UNION THAT IS FEDERALLY INSURED OR A MEMBER FIRM
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.  A NOTARY PUBLIC IS NOT
AN ACCEPTABLE GUARANTOR.

        FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL, ASSIGN, AND TRANSFER
                                SHARES OF THE ISSUER REPRESENTED BY THIS
CERTIFICATE TO:
_______________________________________________________________________________
                       (PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE)
AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
_____________________________________________________ ATTORNEY TO TRANSFER
THESE SHARES ON THE BOOKS OF THE ISSUER WITH FULL POWER OF
SUBSTITUTION._________________________________________________________________
__________________________ _______________________________
                 Signature of owner                   Date
______________________________________________________________________________
_____________ _______________________________                      Signature of
co-owner, if any                   Date

IMPORTANT:  BEFORE SIGNING, PLEASE READ AND COMPLY WITH THE REQUIREMENTS
PRINTED ABOVE.

SIGNATURE(S) GUARANTEED BY:
______________________________________________________________________


               AMENDED INVESTMENT ADVISORY AND SERVICE AGREEMENT
THIS AGREEMENT, dated and effective as of the 1st day of March, 2000, is made
and entered into by and between THE AMERICAN FUNDS INCOME SERIES, a
Massachusetts business trust, (hereinafter called the "Trust"), and CAPITAL
RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation, (hereinafter called
the "Adviser").  The parties agree as follows:
1. The Trust is authorized to issue shares in separate series, with each such
series representing interests in a separate portfolio of securities and other
assets, and intends initially to offer shares of a single series designated
U.S. Government Securities Fund (the "Fund" or the "Government Fund").  The
Government Fund and all other series subsequently established by the Trust with
respect to which the Adviser has been appointed to render services hereunder
pursuant to this section are collectively referred to herein as the "Funds."
In the event the Trust establishes one or more series other than the Government
Fund with respect to which it desires to retain the Adviser to render services
hereunder, it shall notify the Adviser in writing, such writing to specify the
compensation with respect to such services pursuant to section 7 hereof, as
well as any other terms or conditions with respect to such series which shall
differ from those set forth herein.  Upon acceptance of such appointment by the
Adviser and approval thereof by the vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act of 1940, as
amended, (the "1940 Act")) of such series and by the Board of Trustees of the
Trust, including a majority of the Trustees who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such party
(the "non-interested Trustees") such series shall become a Fund hereunder.
2. The Trust hereby employs the Adviser to furnish advice to the Trust with
respect to the investment and reinvestment of the assets of the Fund(s).  The
Adviser hereby accepts such employment and agrees to render the services and to
assume the obligations to the extent herein set forth, for the compensation
herein provided.  The Adviser shall, for all purposes herein, be deemed an
independent contractor and not an agent of the Trust or the Fund(s).
3. The Adviser agrees to provide supervision of the portfolio of the Fund(s)
and to determine what securities or other property shall be purchased or sold
by the Fund(s), giving due consideration to the policies of the Fund(s) as
expressed in the Trust's Declaration of Trust, Registration Statement under the
1940 Act, Registration Statement under the Securities Act of 1933, as amended
(the "1933 Act"), and prospectus as in use from time to time, as well as to the
factors affecting the Trust's status as a regulated investment company under
the Internal Revenue Code of 1986, as amended.
The Adviser shall provide adequate facilities and qualified personnel for the
placement of orders for the purchase, or other acquisition, and sale, or other
disposition, of portfolio securities for the Fund(s). With respect to such
transactions, the Adviser may place orders with broker-dealer firms which have
sold shares of the Fund(s) or of other mutual funds for which American Funds
Distributors, Inc. serves as underwriter or which furnish statistical and other
information to the Adviser.  Neither receipt by the Adviser of any such
statistical and other information or services, nor any consideration given to
sales of shares of the Fund(s) or such other mutual funds in selecting
broker-dealer firms, shall be deemed to give rise to any requirement for
abatement of the advisory fee payable pursuant to section 7 hereof.
4. The Adviser shall (a) furnish to the Trust the services of qualified
personnel (i) to manage the investments of the Fund(s) (ii) to perform the
executive and related administrative functions of the Trust and (iii) if
desired by the Trust, to serve as Trustees of the Trust, in all cases without
additional compensation of such persons by the Trust; (b) pay the expenses of
all persons whose services are to be furnished by the Adviser under this
section; (c) provide necessary office space, furniture, small office equipment,
and telephone facilities and utilities, all of which may be the same as are
occupied or used by the Adviser relating to the services to be furnished by the
Adviser under this section and sections 2 and 3 hereof; and (d) provide general
purpose forms, supplies, stationery and postage used at the offices of the
Trust relating to the services to be furnished by the Adviser under this
section and sections 2 and 3 hereof.
5. Except to the extent expressly assumed by the Adviser herein, and subject to
sections 8 and 9 hereof, the Trust shall pay all costs and expenses in
connection with its operations.  Without limiting the generality of the
foregoing, such costs and expenses shall include the following:  compensation
and expenses of the Trustees who are not affiliated persons of the Adviser,
fees and expenses of the transfer agent, dividend disbursing agent, legal
counsel and independent public accountants and custodian, including charges of
such custodian for the preparation and maintenance of the books of account and
records of the Trust and the daily determination of the Fund(s)' net asset
values per share, costs of designing, printing, and mailing reports,
prospectuses, proxy statements and notices to shareholders; fees and expenses
of sale (including federal and state registration and qualification), issuance
(including costs of any share certificates) and redemption of shares;
association dues; interest; and taxes.
6. The Adviser agrees to pay the expenses incurred in connection with the
organization of the Trust, its qualification to do business as a foreign
corporation in the State of California, and its registration as an investment
company under the 1940 Act, and all fees and expenses including fees of legal
counsel to the Trust which would otherwise be required to be paid by the Trust
pursuant to section 5 and which are incurred by the Trust prior to the initial
effective date of its Registration Statements under the 1933 Act and 1940 Act
except for the costs of any share certificates and transfer agent fees and
costs.  The Adviser shall not be required under this section 6 to pay any
expenses incurred in connection with the organization and registration of any
Fund other than the Government Fund.
7. The Trust shall pay to the Adviser on or before the tenth (10th) day of each
month, as compensation for the services rendered by the Adviser during the
preceding month, the sum of the following amounts:
(a) 0.30% per annum on the first $60 million of the Fund's average daily net
assets during the month; plus 0.21% per annum on such net assets in excess of
$60 million but not exceeding $1 billion; plus 0.18% per annum on such net
assets in excess of $1 billion but not exceeding $3 billion; plus 0.16% on such
net assets in excess of $3 billion ("Net Asset Portion"), plus
(b) 3% of the first $3,333,333 of the Fund's gross investment income for such
period, plus 2.25% of the next $5,000,000 of such income for such period, plus
2% of such income in excess of $8,333,333 of the Fund's gross investment income
for such period ("Investment Income Portion").
The Net Asset Portion shall be accrued daily at 1/365th of the applicable
annual rate set forth above.  The net assets of the Fund shall be determined in
the manner and on the dates set forth in the prospectus of the Trust, and on
days on which the net assets are not determined, shall be as of the last
preceding day on which the net assets shall have been determined.
The Investment Income Portion shall be accrued daily and "gross investment
income" for this purpose shall be determined in accordance with Generally
Accepted Accounting Principles and shall not include net gains from the sale of
securities.
Upon any termination of this Agreement on a day other than the last day of the
month the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.
8. The fee payable pursuant to section 7 with respect to the Fund will be
reduced (a) by the amount that the Fund's annual ordinary net operating
expenses for any fiscal year exceed 1.0% of the average month-end net assets of
the Fund for such fiscal year and (b) by any additional amount necessary to
assure that such expenses do not exceed the most restrictive applicable expense
limitation (if any) in those states in which the Fund's shares currently are
being offered for sale.  Expenses which are not subject to this limitation
include interest, taxes, extraordinary items such as litigation and, with
respect to state expense limitation provisions, any items excludable under such
provisions.  Expenditures, including costs incurred in connection with the
purchase or sale of portfolio securities, which are capitalized in accordance
with generally accepted accounting principles applicable to investment
companies, are accounted for as capital items and not as expenses.
9. The expense limitation described in section 8 shall apply only to Class A
shares of beneficial interest in the Fund and shall not apply to any other
class(es) of shares the Trust may issue in the future.  Any new class(es) of
shares issued by the Trust will not be subject to an expense limitation.
However, notwithstanding the foregoing, to the extent the Adviser is required
to reduce its fee pursuant to provisions contained in section 8 due to the
expenses of the Class A shares of beneficial interest in the Fund exceeding the
stated limit, the Adviser will either (i) reduce its fee similarly for other
classes of shares of beneficial interest in the Fund, or (ii) reimburse the
Trust on behalf of the Fund for other expenses to the extent necessary to
result in an expense reduction only for Class A shares of beneficial interest
in the Fund.
10. Nothing contained in this Agreement shall be construed to prohibit the
Adviser from performing investment advisory, management, or distribution
services for other investment companies and other persons or companies, nor to
prohibit affiliates of the Adviser from engaging in such businesses or in other
related or unrelated businesses.
 11. The Adviser shall have no liability to the Trust, or its shareholders or
creditors, for any error of judgment, mistake of law, or for any loss arising
out of any investment, or for any other act or omission in the performance of
its obligations to the Trust not involving willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations and duties hereunder.
12. This Agreement shall continue in effect until the close of business on May
31, 2000.  It may thereafter be renewed from year to year with respect to each
Fund by mutual consent, provided that such renewal shall be specifically
approved at least annually (i) by the Trustees of the Trust, or by the vote of
a majority of the outstanding voting securities (as defined in the 1940 Act) of
each Fund with respect to which renewal is to be effected, and (ii) by a
majority of the non-interested Trustees by vote cast in person at a meeting
called for the purpose of voting on such renewal.  Any approval of this
Agreement or the renewal thereof with respect to a Fund by the vote of a
majority of the outstanding voting securities of that Fund, by the Trustees of
the Trust or by a majority of the non-interested Trustees, shall be effective
to continue this Agreement with respect to that Fund notwithstanding (A) that
this Agreement or the renewal thereof has not been so approved as to any other
Fund or (B) that this Agreement or the renewal thereof has not been approved by
the vote of a majority of the outstanding voting securities of the Trust as a
whole.
13. The obligations of the Trust under this Agreement are not binding upon any
of the Trustees, officers, employees, agents or shareholders of the Trust
individually, but bind only the Trust estate.  The Adviser agrees to look
solely to the assets of the Trust or each Fund for the satisfaction of any
liability in respect of the Trust or such Fund under this Agreement and will
not seek recourse against such Trustees, officers, employees, agents or
shareholders, or any of them, or any of their personal assets for such
satisfaction.
14. It is understood that the name "American Funds" or any derivative thereof
or logo associated with that name is the valuable property of the Adviser and
its affiliates, and that the Trust and/or the Fund(s) have the right to use
such name (or derivative or logo) only so long as this Agreement shall continue
with respect to the Trust and/or each such Fund.  Upon termination of this
Agreement with respect to the Trust or any Fund the Trust and each such Fund
shall forthwith cease to use such name (or derivative or logo) and, in the case
of the Trust, shall promptly amend its Declaration of Trust to change its name.
15. This Agreement may be terminated at any time as to a Fund (or the Trust),
without payment of any penalty, by the Trustees or by the vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of such Fund (or
the Trust), on sixty (60) days' written notice to the Adviser, or by the
Adviser on like notice to the Trust.  This Agreement shall automatically
terminate in the event of its assignment (as defined in the 1940 Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate originals by their officers thereunto duly authorized as
of the day and year first above written.
THE AMERICAN FUNDS INCOME  CAPITAL RESEARCH AND MANAGEMENT
SERIES    COMPANY
By  /s/Paul G. Haaga, Jr.                      By  /s/James F. Rothenberg

Paul G. Haaga, Jr., Chairman   James F. Rothenberg, President
By  /s/Julie F. Williams                       By /s/Michael J. Downer

Julie F. Williams, Secretary      Michael J. Downer, Secretary


                        THE AMERICAN FUNDS INCOME SERIES
             AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, between THE AMERICAN FUNDS INCOME
SERIES, a Massachusetts business trust (the "Fund"), which has a single series,
U.S. Government Securities Fund (the "Fund"), and AMERICAN FUNDS DISTRIBUTORS,
INC., a California corporation ("the Distributor").
 W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end diversified investment company and the
Fund offers two classes of shares of beneficial interest, designated as Class A
shares and Class B shares, and it is a part of the business of the Trust, and
affirmatively in the interest of the Trust, to offer shares of the Fund either
from time to time or continuously as determined by the Trust's officers subject
to authorization by its Board of Trustees; and
WHEREAS, the Distributor is engaged in the business of promoting the
distribution of shares of investment companies through securities
broker-dealers; and
  WHEREAS, the Trust and the Distributor wish to enter into an agreement with
each other to promote the distribution of the shares of the Fund and of all
series or classes of the Fund which may be established in the future;
NOW, THEREFORE, the parties agree as follows:
1.  (a) The Distributor shall be the exclusive principal underwriter for the
sale of the shares of the Fund and of each series or class of the Fund which
may be established in the future, except as otherwise provided pursuant to the
following subsection (b).  The terms "shares of Fund" or "shares" as used
herein shall mean shares of beneficial interest of the Fund and each series or
class which may be established in the future and become covered by this
Agreement in accordance with Section 23 of this Agreement..
(b) The Fund may, upon 60 days' written notice to the Distributor, from time to
time designate other principal underwriters of its shares with respect to areas
other than the North American continent, Hawaii, Puerto Rico, and such
countries or other jurisdictions as to which the Fund may have expressly waived
in writing its right to make such designation.  In the event of such
designation, the right of the Distributor under this Agreement to sell shares
in the areas so designated shall terminate, but this Agreement shall remain
otherwise in full force and effect until terminated in accordance with the
other provisions hereof.
2. In the sale of shares of the Fund, the Distributor shall act as agent of the
Fund except in any transaction in which the Distributor sells such shares as a
dealer to the public, in which event the Distributor shall act as principal for
its own account.
3. The Fund shall sell shares only through the Distributor, except that the
Fund may, to the extent permitted by the 1940 Act and the rules and regulations
promulgated thereunder or pursuant thereto, at any time:
(a)  issue shares to any corporation, association, trust, partnership or other
organization, or its, or their, security holders, beneficiaries or members, in
connection with a merger, consolidation or reorganization to which the Trust is
a party, or in connection with the acquisition of all or substantially all the
property and assets of such corporation, association, trust, partnership or
other organization;
(b)  issue shares at net asset value to the holders of shares of capital stock
or beneficial interest of other investment companies served as investment
adviser by any affiliated company or companies of The Capital Group Companies,
Inc., to the extent of all or any portion of amounts received by such
shareholders upon redemption or repurchase of their shares by the other
investment companies;
(c)  issue shares at net asset value to its shareholders in connection with the
reinvestment of dividends paid and other distributions made by the Fund;
(d)  issue shares at net asset value to persons entitled to purchase shares at
net asset value without sales charge or contingent deferred sales charge as
described in the current  prospectus which is part of the Trust's Registration
Statement in effect under the Securities Act of 1933, as amended, for each
series issued by the Trust at the time of such offer or sale (the
"Prospectus").
4. The Distributor shall devote its best efforts to the sale of shares of the
Fund and shares of any other mutual funds served as investment adviser by
affiliated companies of The Capital Group Companies, Inc., and insurance
contracts funded by shares of such mutual funds, for which the Distributor has
been authorized to act as a principal underwriter for the sale of shares.  The
Distributor shall maintain a sales organization suited to the sale of shares of
the Fund and shall use its best efforts to effect such sales in jurisdictions
as to which the Trust shall have expressly waived in writing its right to
designate another principal underwriter pursuant to subsection 1(b) hereof, and
shall effect and maintain appropriate qualification to do so in all those
jurisdictions in which it sells or offers shares for sale and in which
qualification is required.
5. Within the United States of America, all dealers to whom the Distributor
shall offer and sell shares must be duly licensed and qualified to sell shares
of the Fund.  Shares sold to dealers shall be for resale by such dealers only
at the public offering price set forth in the current Prospectus.  The
Distributor shall not, without the consent of the Trust, sell or offer for sale
any shares of a series or class issued by the Trust other than as principal
underwriter pursuant to this Agreement.
6. In its sales to dealers, it shall be the responsibility of the Distributor
to insure that such dealers are appropriately qualified to transact business in
the shares under applicable laws, rules and regulations promulgated by such
national, state, local or other governmental or quasi-governmental authorities
as may in a particular instance have jurisdiction.
7. The applicable public offering price of shares shall be the price which is
equal to the net asset value per share, as shall be determined by the Fund in
the manner and at the time or times set forth in and subject to the provisions
of the Prospectus of the Fund.
8. All orders for shares received by the Distributor shall, unless rejected by
the Distributor or the Fund, be accepted by the Distributor immediately upon
receipt and confirmed at an offering price determined in accordance with the
provisions of the Prospectus and the 1940 Act, and applicable rules in effect
thereunder.  The Distributor shall not hold orders subject to acceptance nor
otherwise delay their execution.  The provisions of this Section shall not be
construed to restrict the right of the Fund to withhold shares from sale under
Section 18 hereof.
9. The Fund or its transfer agent shall be promptly advised of all orders
received, and shall cause shares to be issued upon payment therefor in New York
or Los Angeles Clearing House Funds.
10. The Distributor shall adopt and follow procedures as approved by the
officers of the Trust for the confirmation of sales to dealers, the collection
of amounts payable by dealers on such sales, and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the
Securities and Exchange Commission or the National Association of Securities
Dealers, Inc. ("NASD"), as such requirements may from time to time exist.
11. The Distributor, as a principal underwriter under this Agreement for Class
A shares, shall receive (i) that part of the sales charge which is retained by
the Distributor after allowance of discounts to dealers, unless waived by the
Distributor for certain qualified fee-based programs, as set forth in the
Prospectus of the Fund, and (ii) amounts payable to the Distributor pursuant to
the Trust's Plan of Distribution under Rule 12b-1 under the 1940 Act relating
to its Class A shares.
12.  The Distributor, as principal underwriter under this agreement for Class B
shares shall receive (i) distribution fees as commissions for the sale of Class
B shares and contingent deferred sales charges ("CDSC") (as defined below), as
set forth in the Fund's Prospectus, and (ii) shareholder service fees at the
rate of 0.25% per annum of the average net asset value of Class B shares
pursuant to the Trust's Plan of Distribution under Rule 12b-1 under the 1940
Act relating to its Class B shares (the "Plan").
13.  (a)  In accordance with the Plan, the Fund shall pay to the Distributor
or, at the Distributor's direction, to a third-party, monthly in arrears on or
prior to the 10/th/ business day of the following calendar month, the
Distributor's Allocable Portion (as defined below) of a fee (the "Distribution
Fee") which shall accrue daily in an amount equal to the product of (A) the
daily equivalent of 0.75% per annum multiplied by (B) the net asset value of
the Class B shares of the Fund outstanding on such day. The Fund agrees to
withhold from redemption proceeds of the Class B shares, the Distributor's
Allocable Portion of any CDSCs payable with respect to the Class B shares, as
provided in the Fund's Prospectus, and to pay the same over to the Distributor
or, at the Distributor's direction to a third-party, at the time the redemption
proceeds are payable to the holder of such shares redeemed.  Payment of these
CDSC amounts to the Distributor is not contingent upon the adoption or
continuation of any Plan.
(b)  For purposes of this Agreement, the term "Allocable Portion" of
Distribution Fees and CDSCs payable with respect to Class B shares shall mean
the portion of such Distribution Fees and CDSC allocated to the Distributor in
accordance with the Allocation Schedule attached hereto as Schedule A.
(c)  The Distributor shall be considered to have completely earned the right to
the payment of its Allocable Portion of the Distribution Fees and the right to
payment of its Allocable Portion of the CDSCs with respect to each "Commission
Share" (as defined in the Allocation Schedule attached hereto as Schedule A)
upon the settlement date of such Commission Share taken into account in
determining the Distributor's Allocable Portion of Distribution Fees.
(d)  The provisions set forth in Section 1 of the Plan (in effect on the date
hereof) relating to Class B shares, together with the related definitions are
hereby incorporated into this Section 13 by reference with the same force and
effect as if set forth herein in their entirety.
14. The Trust agrees to use its best efforts to maintain its registration as a
diversified open-end management investment company under the 1940 Act.
15. The Fund agrees to use its best efforts to maintain an effective Prospectus
under the Securities Act of 1933, as amended, and warrants that such Prospectus
will contain all statements required by and will conform with the requirements
of such Securities Act of 1933 and the rules and regulations thereunder, and
that no part of any such Prospectus, at the time the Registration Statement of
which it is a part becomes effective, will contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein not misleading (excluding any
information provided by the Distributor in writing for inclusion in the
Prospectus).  The Distributor agrees and warrants that it will not in the sale
of shares use any Prospectus, advertising or sales literature not approved by
the Trust or its officers nor make any untrue statement of a material fact nor
omit the stating of a material fact necessary in order to make the statements
made, in the light of the circumstances under which they are made, not
misleading.  The Distributor agrees to indemnify and hold the Trust harmless
from any and all loss, expense, damage and liability resulting from a breach of
the agreements and warranties contained in this Section, or from the use of any
sales literature, information, statistics or other aid or device employed in
connection with the sale of shares.
16.  The expense of each printing of each Prospectus and each revision thereof
or addition thereto deemed necessary by the Trust's officers to meet the
requirements of applicable laws shall be divided between the Fund, the
Distributor and any other principal underwriter of the shares of the Fund as
follows:
(a) the Fund shall pay the typesetting and make-ready charges;
(b) the printing charges shall be prorated between the Fund, the Distributor,
and any other principal underwriter(s) in accordance with the number of copies
each receives; and
(c) expenses incurred in connection with the foregoing, other than to meet the
requirements of the Securities Act of 1933, as amended, or other applicable
laws, shall be borne by the Distributor, except in the event such incremental
expenses are incurred at the request of any other principal underwriter(s), in
which case such incremental expenses shall be borne by the principal
underwriter(s) making the request.
17. The Trust agrees to use its best efforts to qualify and maintain the
qualification of an appropriate number of the shares of each series or class it
offers for sale under the securities laws of such states as the Distributor and
the Trust may approve.  Any such qualification for any series or class may be
withheld, terminated or withdrawn by the Trust at any time in its discretion.
The expense of qualification and maintenance of qualification shall be borne by
the Fund, but the Distributor shall furnish such information and other material
relating to its affairs and activities as may be required by the Trust or its
counsel in connection with such qualifications.
18. The Trust may withhold shares of any series or class from sale to any
person or persons or in any jurisdiction temporarily or permanently if, in the
opinion of its counsel, such offer or sale would be contrary to law or if the
Trustees or the President or any Vice President of the Trust determines that
such offer or sale is not in the best interest of the Fund.  The Trust will
give prompt notice to the Distributor of any withholding and will indemnify it
against any loss suffered by the Distributor as a result of such withholding by
reason of nondelivery of shares of any series or class after a good faith
confirmation by the Distributor of sales thereof prior to receipt of notice of
such withholding.
19.  (a)  This Agreement may be terminated at any time, without payment of any
penalty, as to the Trust or any series on sixty (60) days' written notice by
the Distributor to the Trust.
 (b) This Agreement may be terminated as to the Trust or any series or class by
either party upon five (5) days' written notice to the other party in the event
that the Securities and Exchange Commission has issued an order or obtained an
injunction or other court order suspending effectiveness of the Registration
Statement covering the shares of the Fund or such series or class.
(c) This Agreement may be terminated as to the Trust or any series or class by
the Trust upon five (5) days' written notice to the Distributor provided either
of the following events has occurred:
(i)  The NASD has expelled the Distributor or suspended its membership in that
organization; or
(ii)  the qualification, registration, license or right of the Distributor to
sell shares of any series in a particular state has been suspended or canceled
by the State of California or any other state in which sales of the shares of
the Fund or such series during the most recent 12-month period exceeded 10% of
all shares of such series sold by the Distributor during such period.
(d) This Agreement may be terminated as to the Trust or any series or class at
any time on sixty (60) days' written notice to the Distributor without the
payment of any penalty, by vote of a majority of the Independent Trustees or by
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund or such series or class.
20. This Agreement shall not be assignable by either party hereto and in the
event of assignment shall automatically terminate forthwith.  The term
"assignment" shall have the meaning set forth in the 1940 Act. Notwithstanding
this Section, this Agreement, with respect to the Fund's Class B shares, has
been approved in accordance with Section 22 in anticipation of the
Distributor's transfer of its Allocable Portion (but not its obligations under
this Agreement) to a third-party pursuant to a "Purchase and Sale Agreement" in
order to raise funds to cover distribution expenditures, and such transfer will
not cause of a termination of this Agreement.
21. No provision of this Agreement shall protect or purport to protect the
Distributor against any liability to the Fund or holders of its shares for
which the Distributor would otherwise be liable by reason of willful
misfeasance, bad faith, or gross negligence.
22. This Agreement shall become effective on March 1, 2000. Unless sooner
terminated in accordance with the other provisions hereof, this Agreement shall
continue in effect until May 31, 2000, and shall continue in effect from year
to year thereafter but only so long as such continuance is specifically
approved at least annually by (i) the vote of a majority of the Independent
Trustees of the Trust cast in person at a meeting called for the purpose of
voting on such approval, and (ii) the vote of either a majority of the entire
Board of Trustees of the Trust or a majority (within the meaning of the 1940
Act) of the outstanding voting securities of the Fund.
23. If the Trust shall at any time issue shares in more than one series or
class, this Agreement shall take effect with respect to such series or class of
the Trust which may be established in the future at such time as it has been
approved as to such series or class by vote of the Board of Trustees and the
Independent Trustees in accordance with Section 22.  The Agreement as approved
with respect to any series or class shall specify the compensation payable to
the Distributor pursuant to Sections 11 and 12, as well as any provisions which
may differ from those herein with respect to such series, subject to approval
in writing by the Distributor.
  This Agreement may be approved, amended, continued or renewed with respect to
a series or class as provided herein notwithstanding such approval, amendment,
continuance or renewal has not been effected with respect to any one or more
other series or class of the Trust.
This Agreement shall be construed under and shall be governed by the laws of
the State of California, and the parties hereto agree that proper venue of any
action with respect hereto shall be Los Angeles County, California.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their officers thereunto duly authorized, as
of December 14, 1999.
AMERICAN FUNDS DISTRIBUTORS, INC. THE AMERICAN FUNDS INCOME SERIES
By: /s/ Kevin G. Clifford                          By: /s/ Paul G. Haaga, Jr.

 Kevin G. Clifford   Paul G. Haaga, Jr.
 President     Chairman of the Board
By: /s/ Michael J. Downer                        By: /s/ Julie F. Williams

 Michael J. Downer   Julie F. Williams
 Secretary     Secretary
    SCHEDULE A
TO THE
AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
                              ALLOCATION SCHEDULE
The following relates solely to Class B shares.
The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect
of Class B shares shall be 100% until such time as the Distributor shall cease
to serve as exclusive distributor of Class B shares; thereafter, collections
that constitute CDSCs and Distribution Fees relating to Class B shares shall be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule.
Defined terms used in this Schedule and not otherwise defined herein shall have
the meanings assigned to them in the Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule
is a part.  As used herein the following terms shall have the meanings
indicated:
"Commission Share" means each B share issued under circumstances which would
normally give rise to an obligation of the holder of such share to pay a CDSC
upon redemption of such share (including, without limitation, any B share
issued in connection with a permitted free exchange), and any such share shall
continue to be a Commission Share of the applicable Fund prior to the
redemption (including a redemption in connection with a permitted free
exchange) or conversion of such share, even though the obligation to pay the
CDSC may have expired or conditions for waivers thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share, the date
with reference to which the amount of the CDSC payable on redemption thereof,
if any, is computed.
"Free Share" means, in respect of a Fund, each B share of the Fund, other than
a Commission Share (including, without limitation, any B share issued in
connection with the reinvestment of dividends or capital gains).
"Inception Date" means in respect of a Fund, the first date on which the Fund
issued shares.
"Net Asset Value" means the net asset value determined as set forth in the
Prospectus of each Fund.
"Omnibus Share" means, in respect of a Fund, a Commission Share or Free Share
sold by one of the selling agents listed on [Exhibit I].  If, subsequent to the
Successor Distributor becoming exclusive distributor of the Class B shares, the
Distributor reasonably determines that the transfer agent is able to track all
Commission Shares and Free Shares sold by any of the selling agents listed on
Exhibit I in the same manner as Commission Shares and Free Shares are currently
tracked in respect of selling agents not listed on Exhibit I, then Exhibit I
shall be amended to delete such selling agent from Exhibit I so that Commission
Shares and Free Shares sold by such selling agent will no longer be treated as
Omnibus Shares.
PART I: ATTRIBUTION OF CLASS B SHARES
 Class B shares that are outstanding from time to time, shall be attributed to
the Distributor and each Successor Distributor in accordance with the following
rules;
(1) Commission Shares other than Omnibus Shares:
 (a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission
Shares") attributed to the Distributor shall be those Non-Omnibus Commission
Shares the date of Original Issuance of which occurred on or after the
Inception Date of the applicable Fund and on or prior to the date the
Distributor ceased to be exclusive distributor of Class B shares of the Fund.
 (b) Non-Omnibus Commission Shares attributable to each Successor Distributor
shall be those Non-Omnibus Commission Shares the Date of Original Issuance of
which occurs after the date such Successor Distributor became the exclusive
distributor of Class B shares of the Fund and on or prior to the date such
Successor Distributor ceased to be the exclusive distributor of Class B shares
of the Fund.
 (c) A Non-Omnibus Commission Share of a Fund issued in consideration of the
investment of proceeds of the redemption of a Non-Omnibus Commission Share of
another Fund (the "Redeeming Fund") in connection with a permitted free
exchange, is deemed to have a Date of Original Issuance identical to the Date
of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund,
and any such Commission Share will be attributed to the Distributor or
Successor Distributor based upon such Date of Original Issuance in accordance
with rules (a) and (b) above.
 (2)  Free Shares:
 Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund
outstanding on any date shall be attributed to the Distributor or a Successor
Distributor, as the case may be, in the same proportion that the Non-Omnibus
Commission Shares of a Fund outstanding on such date are attributed to each on
such date; provided that if the Distributor and its transferees reasonably
determines that the transfer agent is able to produce monthly reports that
track the Date of Original Issuance for such Non-Omnibus Free Shares, then such
Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
 (3) Omnibus Shares:
 Omnibus Shares of a Fund outstanding on any date shall be attributed to the
Distributor or a Successor Distributor, as the case may be, in the same
proportion that the Non-Omnibus Commission Shares of the applicable Fund
outstanding on such date are attributed to it on such date; provided that if
the Distributor reasonably determines that the transfer agent is able to
produce monthly reports that track the Date of Original Issuance for the
Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause
1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
 (1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares:
 CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be
allocated to the Distributor or a Successor Distributor depending upon whether
the related redeemed Commission Share is attributable to the Distributor or
such Successor Distributor, as the case may be, in accordance with Part I
above.
 (2) CDSCs Related to the Redemption of Omnibus Shares:
 CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the
Distributor or a Successor Distributor in the same proportion that CDSCs
related to the redemption of Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer agent
is able to produce monthly reports which track the Date of Original Issuance
for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to the
Distributor or a Successor Distributor, as the case may be, in accordance with
Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEE
 Assuming that the Distribution Fee remains constant over time so that Part IV
hereof does not become operative:
 (1) The portion of the aggregate Distribution Fee accrued in respect of all
Class B shares of a Fund during any calendar month allocable to the
Distributor or a Successor Distributor is determined by multiplying the total
of such Distribution Fee by the following fraction:
        (A + C)/2
        (B + D)/2where:
A= The aggregate Net Asset Value of all Class B shares of a Fund attributed to
the Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar month
B= The aggregate Net Asset Value of all Class B shares of a Fund at the
beginning of such calendar month
C= The aggregate Net Asset Value of all Class B shares of a Fund attributed to
the Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar month
D= The aggregate Net Asset Value of all Class B shares of a Fund at the end of
such calendar month
 (2) If the Distributor reasonably determines that the transfer agent is able
to produce automated monthly reports that allocate the average Net Asset Value
of the Commission Shares (or all Class B shares if available) of a Fund among
the Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class B shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
 (A)/(B)
where:
A= Average Net Asset Value of all such Class B shares of a Fund for such
calendar month attributed to the Distributor or a Successor Distributor, as the
case may be
B= Total average Net Asset Value of all such Class B shares of a Fund for such
calendar month
PART IV: ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR
DISTRIBUTOR'S ALLOCABLE PORTION
 The parties to the Distribution Agreement recognize that, if the terms of any
distributor's contract, any distribution plan, any prospectus, the Conduct
Rules or any other applicable law change so as to disproportionately reduce, in
a manner inconsistent with the intent of this Distribution Agreement, the
amount of the Distributor's Allocable Portion or any Successor Distributor's
Allocable Portion had no such change occurred, the definitions of the
Distributor's Allocable Portion and/or the Successor Distributor's Allocable
Portion in respect of the Class B shares relating to a Fund shall be adjusted
by agreement among the relevant parties; provided, however, if the Distributor,
the Successor Distributor and the Fund cannot agree within thirty (30) days
after the date of any such change in applicable laws or in any distributor's
contract, distribution plan, prospectus or the Conduct Rules, they shall submit
the question to arbitration in accordance with the commercial arbitration rules
of the American Arbitration Association and the decision reached by the
arbitrator shall be final and binding on each of them.


PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 South Flower Street
Los Angeles, California 90071
(213) 683-6000
                                 March 7, 2000
The American Funds Income Series
333 South Hope Street
Los Angeles, CA 90071
Ladies and Gentlemen:
  We have acted as counsel to The American Funds Income Series, a Massachusetts
business trust (the "Fund") in connection with Post-Effective Amendment No. 23
to the Fund's Registration Statement on Form N-1A (Registration No. 2-98199)
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), relating to the issuance by
the Fund of an indefinite number of Class B shares of beneficial interest of
the Fund (the "Shares").
  In our capacity as counsel for the Fund, we have examined the Agreement and
Declaration of Trust of the Fund dated May 7, 1985 as amended (the "Declaration
of Trust"), the bylaws of the Fund, as amended, and originals or copies of
actions of the Board of Trustees of the Fund, as furnished to us by the Fund,
certificates of public officials, and such other documents, records and
certificates as we have deemed necessary for the purposes of this opinion.
  Our opinion below is limited to the federal law of the United States of
America and the business trust law of the Commonwealth of Massachusetts.  We
are not licensed to practice law in the Commonwealth of Massachusetts, and we
have based our opinion solely on our review of Chapter 182 of the Massachusetts
General Laws and the case law interpreting such Chapter as reported in the
Annotated Laws of Massachusetts (Aspen Law & Business, supp. 1999).  We have
not undertaken a review of other Massachusetts law or of any administrative or
court decisions in connection with rendering this opinion.  We disclaim any
opinion as to any law other than as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
  However, we also note that Article V, Section 5.1 of the Declaration of Trust
provides that no shareholder of the Fund as such shall be subject to any
personal liability whatsoever to any person in connection with the affairs of
the Fund, and that all persons shall look solely to the property of the Fund
for satisfaction of claims of any nature arising directly or indirectly in
connection with the affairs of the Fund.  Further, the Fund is required to
indemnify and hold each shareholder harmless from and against all claims and
liabilities to which the shareholder may become subject by reason of the
shareholder's being or having been a shareholder.  This indemnification
provision requires the Fund to reimburse the shareholder for all legal and
other expenses reasonably incurred in connection with any such claim or
liability.  In addition, Article V, Section 5.4 of the Declaration of Trust
provides that every written obligation, contract, instrument, or other
undertaking of the Fund may recite that the obligations of the Fund thereunder
are not binding upon any shareholder individually, but bind only the Fund.
  Based on the foregoing and our examination of such questions of law as we
have deemed necessary and appropriate for the purpose of this opinion, we are
of the opinion that the Shares of the Fund are duly authorized and, when
purchased and paid for as described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
  We hereby consent to the filing of this opinion of counsel as an exhibit to
the Registration Statement.
     Very truly yours,
   s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP


INDEPENDENT AUDITORS' CONSENT
The American Funds Income Series <UNDEF> U.S. Government Securities Fund:
We consent to (a) the use in this Post-Effective Amendment No. 23 to
Registration Statement No. 2-98199 on Form N-1A of our report dated September
30, 1999 appearing in the Financial Statements, which are included in Part B,
the Statement of Additional Information of such Registration Statement, (b) the
references to us under the heading "General Information" in such Statement of
Additional Information and (c) the reference to us under the heading "Financial
Highlights" in the Prospectus, which is a part of such Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
March 6, 2000
                                   Exhibit J


PLAN OF DISTRIBUTION
OF
THE AMERICAN FUNDS INCOME SERIES
RELATING TO ITS
CLASS B SHARES
 WHEREAS, The American Funds Income Series (the "Trust") is a Massachusetts
business trust which has a single series, U.S. Government Securities Fund (the
"Fund"), which Fund offers two classes of shares of beneficial interest,
designated as Class A shares and Class B shares;
 WHEREAS, American Funds Distributors, Inc. ("AFD") or any successor entity
designated by the Fund (AFD and any such successor collectively are referred to
as "Distributor") will serve as distributor of the shares of beneficial
interest of the Fund, and the Fund and Distributor are parties to a principal
underwriting agreement (the "Agreement");
 WHEREAS, the purpose of this Plan of Distribution (the "Plan") is to authorize
the Fund to bear expenses of distribution of its Class B shares; and
 WHEREAS, the Board of Trustees of the Trust has determined that there is a
reasonable likelihood that this Plan will benefit the Fund and its
shareholders;
 NOW, THEREFORE, the Fund adopts this Plan as follows:
 1. PAYMENTS TO DISTRIBUTOR.  The Fund may expend pursuant to this Plan and as
set forth below an aggregate amount not to exceed 1.00% per annum of the
average net assets of the Fund's Class B shares.
  A. SERVICE FEES.  The Fund shall pay to the Distributor monthly in arrears a
shareholder servicing fee (the "Shareholder Servicing Fee") at the rate of
0.25% per annum on the Fund's Class B shares outstanding for less than one
year.  The Fund shall also pay to the Distributor quarterly a Shareholder
Servicing Fee at the rate of 0.25% per annum on Class B shares that are
outstanding for one year or more.  The Shareholder Servicing Fee is designed to
compensate Distributor for paying Service Fees to broker-dealers with whom
Distributor has an agreement.
  B. DISTRIBUTION FEES.  The Fund shall pay to the Distributor monthly in
arrears its "Allocable Portion" (as described in Schedule A to this Plan
"Allocation Schedule", and until such time as the Fund designates a successor
to AFD as distributor, the Allocable Portion shall equal 100%) of a fee (the
"Distribution Fee"), which shall accrue each day in an amount equal to the
product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the
net asset value of the Fund's Class B shares outstanding on each day.
 The Distributor may sell and assign its right to its Allocable Portion (but
not its obligations to the Fund under the Agreement) of the Distribution Fee to
a third party, and such transfer shall be free and clear of offsets or claims
the Fund may have against the Distributor, it being understood that the Fund is
not releasing the Distributor from any of its obligations to the Fund under the
Agreement or any of the assets the Distributor continues to own.  The Fund may
agree, at the request of the Distributor, to pay the Allocable Portion of the
Distribution Fee directly to the third party transferee.
 Any Agreement between the Fund and the Distributor relating to the Fund's
Class B shares shall provide that:
 (i) the Distributor will be deemed to have performed all services required to
be performed in order to be entitled to receive its Allocable Portion of the
Distribution Fee payable in respect of each "Commission Share" (as defined in
the Allocation Schedule) upon the settlement date of each sale of such
Commission Share taken into account in determining such Distributor's Allocable
Portion of the Distribution Fee;
 (ii) notwithstanding anything to the contrary in this Plan or the Agreement,
the Fund's obligation to pay the Distributor its Allocable Portion of the
Distribution Fee shall not be terminated or modified (including without
limitation, by change in the rules applicable to the conversion of the Class B
shares into shares of another class) for any reason (including a termination of
this Plan or the Agreement between such Distributor and the Fund) except:
  (a) to the extent required by a change in the Investment Company Act of 1940
(the "1940 Act"), the rules and regulations under the 1940 Act, the Conduct
Rules of the National Association of Securities Dealers, Inc. (the "NASD"), or
any judicial decisions or interpretive pronouncements by the Securities and
Exchange Commission, which is either binding upon the Distributor or generally
complied with by similarly situated distributors of mutual fund shares, in each
case enacted, promulgated, or made after March 15, 2000,
  (b) on a basis which does not alter the Distributor's Allocable Portion of
the Distribution Fee computed with reference to Commission Shares of the Fund,
the Date of Original Issuance (as defined in the Allocation Schedule) of which
occurs on or prior to the adoption of such termination or modification and with
respect to Free Shares (as defined in the Allocation Schedule) which would be
attributed to the Distributor under the Allocation Schedule with reference to
such Commission Shares, or
  (c) in connection with a Complete Termination (as defined below) of this Plan
by the Fund;
 (iii) the Fund will not take any action to waive or change any contingent
deferred sales charge ("CDSC") in respect to the Class B shares, the Date of
Original Issuance of which occurs on or prior to the taking of such action
except as provided in the Fund's prospectus or statement of additional
information on the date such Commission Share was issued, without the consent
of the Distributor or its assigns;
 (iv)  notwithstanding anything to the contrary in this Plan or the Agreement,
none of the termination of the Distributor's role as principal underwriter of
the Class B shares of the Fund, the termination of the Agreement or the
termination of this Plan will terminate the Distributor's right to its
Allocable Portion of the CDSCs in respect of Class B shares of the Fund;
 (v) except as provided in (ii) above and notwithstanding anything to the
contrary in this Plan or the Agreement, the Fund's obligation to pay the
Distributor's Allocable Portion of the Distribution Fees and CDSCs payable in
respect of the Class B shares of the Fund shall be absolute and unconditional
and shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any of the
foregoing based on the insolvency or bankruptcy of the Distributor; and
 (vi) until the Distributor has been paid its Allocable Portion of the
Distribution Fees in respect of the Class B shares of the Fund, the Fund will
not adopt a plan of liquidation in respect of the Class B shares without the
consent of the Distributor and its assigns.  For purposes of this Plan, the
term Allocable Portion of the Distribution Fees or CDSCs payable in respect of
the Class B shares as applied to any Distributor shall mean the portion of such
Distribution Fees or CDSCs payable in respect of such Class B shares of the
Fund allocated to the Distributor in accordance with the Allocation Schedule as
it relates to the Class B shares of the Fund, and until such time as the Fund
designates a successor to AFD as distributor, the Allocable Portion shall equal
100% of the Distribution Fees and CDSCs.  For purposes of this Plan, the term
"Complete Termination" in respect of this Plan as it relates to the Class B
shares means a termination of this Plan involving the complete cessation of the
payment of Distribution Fees in respect of all Class B shares, the termination
of the distribution plans and principal underwriting agreements, and the
complete cessation of the payment of any asset based sales charge (within the
meaning of the Conduct Rules of the NASD) or similar fees in respect of the
Fund and any successor mutual fund or any mutual fund acquiring a substantial
portion of the assets of the Fund (the Fund and such other mutual funds
hereinafter referred to as the "Affected Funds") and in respect of the Class B
shares and every future class of shares (other than future classes of shares
established more than eight years after the date of such termination) which has
substantially similar characteristics to the Class B shares (all such classes
of shares the "Affected Classes of Shares") of such Affected Funds taking into
account the manner of payment and amount of asset based sales charge, CDSC or
other similar charges borne directly or indirectly by the holders of such
shares; provided that
  (a) the Board of Trustees of such Affected Funds, including the Independent
Trustees (as defined below) of the Affected Funds, shall have determined that
such termination is in the best interest of such Affected Funds and the
shareholders of such Affected Funds, and
  (b) such termination does not alter the CDSC as in effect at the time of such
termination applicable to Commission Shares of the Fund, the Date of Original
Issuance of which occurs on or prior to such termination.
 2. APPROVAL BY THE BOARD.  This Plan shall not take effect until it has been
approved, together with any related agreement, by votes of the majority of both
(i) the Board of Trustees of the Fund and (ii) those Trustees of the Fund who
are not "interested persons" of the Fund (as defined in the 1940 Act) and have
no direct or indirect financial interest in the operation of this Plan or any
agreement related to it (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan and/or such agreement.
 3. REVIEW OF EXPENDITURES.  At least quarterly, the Board of Trustees shall be
provided by any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement, and the
Board shall review, a written report of the amounts expended pursuant to this
Plan and the purposes for which such expenditures were made.
 4. TERMINATION OF PLAN.  This Plan may be terminated as to the Fund's Class B
shares at any time by vote of a majority of the Independent Trustees, or by
vote of a majority of the outstanding Class B shares of the Fund.  Unless
sooner terminated in accordance with this provision, this Plan shall continue
in effect until May 31, 2000.  It may thereafter be continued from year to year
in the manner provided for in paragraph 2 hereof.
 Notwithstanding the foregoing or paragraph 6, below, any amendment or
termination of this Plan shall not affect the rights of the Distributor to
receive its Allocable Portion of the Distribution Fee, unless the termination
constitutes a Complete Termination of this Plan as described in paragraph 1
above.
 5. REQUIREMENTS OF AGREEMENT.  Any Agreement related to this Plan shall be in
writing, and shall provide:
  (c) that such agreement may be terminated as to the Fund at any time, without
payment of any penalty by the vote of a majority of the Independent Trustees or
by a vote of a majority of the outstanding Class B shares of the Fund, on not
more than sixty (60) days' written notice to any other party to the agreement;
and
  b. that such agreement shall terminate automatically in the event of its
assignment.
 6. AMENDMENT.  This Plan may not be amended to increase materially the maximum
amount of fee or other distribution expenses provided for in paragraph 1 hereof
with respect to the Class B shares of the Fund unless such amendment is
approved by vote of a majority of the outstanding voting securities of the
Class B shares of the Fund and as provided in paragraph 2 hereof, and no other
material amendment to this Plan shall be made unless approved in the manner
provided for in paragraph 2 hereof.
 7. NOMINATION OF TRUSTEES.  While this Plan is in effect, the selection and
nomination of Independent Trustees shall be committed to the discretion of the
Independent Trustees of the Fund.
 8. ISSUANCE OF SERIES OF SHARES.  If the Fund shall at any time issue shares
in more than one series, this Plan may be adopted, amended, continued or
renewed with respect to a series as provided herein, notwithstanding that such
adoption, amendment, continuance or renewal has not been effected with respect
to any one or more other series of the Fund.
 9. RECORD RETENTION.  The Fund shall preserve copies of this Plan and any
related agreement and all reports made pursuant to paragraph 3 hereof for not
less than six (6) years from the date of this Plan, or such agreement or
reports, as the case may be, the first two (2) years of which such records
shall be stored in an easily accessible place.
 IN WITNESS WHEREOF, the Fund has caused this Plan to be executed by its
officers thereunto duly authorized, as of December 14, 1999.
 THE AMERICAN FUNDS INCOME SERIES
 By /s/ Paul G. Haaga, Jr.
 Paul G. Haaga, Jr., Chairman
 By /s/ Julie F. Williams
  Julie F. Williams, Secretary
SCHEDULE A
TO THE
PLAN OF DISTRIBUTION OF
THE AMERICAN FUNDS INCOME SERIES - U.S. GOVERNMENT SECURITIES FUND
RELATING TO ITS CLASS B SHARES
                              ALLOCATION SCHEDULE
 The following relates solely to Class B shares.
 The Distributor's Allocable Portion of Distribution Fees and CDSCs in respect
of Class B shares shall be 100% until such time as the Distributor shall cease
to serve as exclusive distributor of Class B shares; thereafter, collections
that constitute CDSCs and Distribution Fees relating to Class B shares shall be
allocated among the Distributor and any successor distributor ("Successor
Distributor") in accordance with this Schedule.
 Defined terms used in this Schedule and not otherwise defined herein shall
have the meanings assigned to them in the Amended and Restated Principal
Underwriting Agreement (the "Distribution Agreement"), of which this Schedule
is a part.  As used herein the following terms shall have the meanings
indicated:
 "Commission Share" means each B share issued under circumstances which would
normally give rise to an obligation of the holder of such share to pay a CDSC
upon redemption of such share (including, without limitation, any B share
issued in connection with a permitted free exchange), and any such share shall
continue to be a Commission Share of the applicable Fund prior to the
redemption (including a redemption in connection with a permitted free
exchange) or conversion of such share, even though the obligation to pay the
CDSC may have expired or conditions for waivers thereof may exist.
 "Date of Original Issuance" means in respect of any Commission Share, the date
with reference to which the amount of the CDSC payable on redemption thereof,
if any, is computed.
 "Free Share" means, in respect of a Fund, each B share of the Fund, other than
a Commission Share (including, without limitation, any B share issued in
connection with the reinvestment of dividends or capital gains).
 "Inception Date" means in respect of a Fund, the first date on which the Fund
issued shares.
 "Net Asset Value" means the net asset value determined as set forth in the
Prospectus of each Fund.
 "Omnibus Share" means, in respect of a Fund, a Commission Share or Free Share
sold by one of the selling agents listed on [Exhibit I].  If, subsequent to the
Successor Distributor becoming exclusive distributor of the Class B shares, the
Distributor reasonably determines that the transfer agent is able to track all
Commission Shares and Free Shares sold by any of the selling agents listed on
Exhibit I in the same manner as Commission Shares and Free Shares are currently
tracked in respect of selling agents not listed on Exhibit I, then Exhibit I
shall be amended to delete such selling agent from Exhibit I so that Commission
Shares and Free Shares sold by such selling agent will no longer be treated as
Omnibus Shares.
PART I:  ATTRIBUTION OF CLASS B SHARES
 Class B shares that are outstanding from time to time, shall be attributed to
the Distributor and each Successor Distributor in accordance with the following
rules;
 (1) Commission Shares other than Omnibus Shares:
 (a) Commission Shares that are not Omnibus Shares ("Non-Omnibus Commission
Shares") attributed to the Distributor shall be those Non-Omnibus Commission
Shares the date of Original Issuance of which occurred on or after the
Inception Date of the applicable Fund and on or prior to the date the
Distributor ceased to be exclusive distributor of Class B shares of the Fund.
 (b) Non-Omnibus Commission Shares attributable to each Successor Distributor
shall be those Non-Omnibus Commission Shares the Date of Original Issuance of
which occurs after the date such Successor Distributor became the exclusive
distributor of Class B shares of the Fund and on or prior to the date such
Successor Distributor ceased to be the exclusive distributor of Class B shares
of the Fund.
 (c) A Non-Omnibus Commission Share of a Fund issued in consideration of the
investment of proceeds of the redemption of a Non-Omnibus Commission Share of
another Fund (the "Redeeming Fund") in connection with a permitted free
exchange, is deemed to have a Date of Original Issuance identical to the Date
of Original Issuance of the Non-Omnibus Commission Share of the Redeeming Fund,
and any such Commission Share will be attributed to the Distributor or
Successor Distributor based upon such Date of Original Issuance in accordance
with rules (a) and (b) above.
 (2)  Free Shares:
 Free Shares that are not Omnibus Shares ("Non-Omnibus Free Shares") of a Fund
outstanding on any date shall be attributed to the Distributor or a Successor
Distributor, as the case may be, in the same proportion that the Non-Omnibus
Commission Shares of a Fund outstanding on such date are attributed to each on
such date; provided that if the Distributor and its transferees reasonably
determines that the transfer agent is able to produce monthly reports that
track the Date of Original Issuance for such Non-Omnibus Free Shares, then such
Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
 (3) Omnibus Shares:
 Omnibus Shares of a Fund outstanding on any date shall be attributed to the
Distributor or a Successor Distributor, as the case may be, in the same
proportion that the Non-Omnibus Commission Shares of the applicable Fund
outstanding on such date are attributed to it on such date; provided that if
the Distributor reasonably determines that the transfer agent is able to
produce monthly reports that track the Date of Original Issuance for the
Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause
1(a), (b) and (c) above.
PART II:  ALLOCATION OF CDSCs
 (1) CDSCs Related to the Redemption of Non-Omnibus Commission Shares:
 CDSCs in respect of the redemption of Non-Omnibus  Commission Shares shall be
allocated to the Distributor or a Successor Distributor depending upon whether
the related redeemed Commission Share is attributable to the Distributor or
such Successor Distributor, as the case may be, in accordance with Part I
above.
 (2) CDSCs Related to the Redemption of Omnibus Shares:
 CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the
Distributor or a Successor Distributor in the same proportion that CDSCs
related to the redemption of Commission Shares are allocated to each thereof;
provided, that if the Distributor reasonably determines that the transfer agent
is able to produce monthly reports which track the Date of Original Issuance
for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus
Shares shall be allocated among the Distributor and any Successor Distributor
depending on whether the related redeemed Omnibus Share is attributable to the
Distributor or a Successor Distributor, as the case may be, in accordance with
Part I above.
PART III:  ALLOCATION OF DISTRIBUTION FEE
 Assuming that the Distribution Fee remains constant over time so that Part IV
hereof does not become operative:
 (1) The portion of the aggregate Distribution Fee accrued in respect of all
Class B shares of a Fund during any calendar month allocable to the Distributor
or a Successor Distributor is determined by multiplying the total of such
Distribution Fee by the following fraction:
                              (A + C)/2
(B + D)/2
where:
A= The aggregate Net Asset Value of all Class B shares of a Fund attributed to
the Distributor or such Successor Distributor, as the case may be, and
outstanding at the beginning of such calendar month
B= The aggregate Net Asset Value of all Class B shares of a Fund at the
beginning of such calendar month
C= The aggregate Net Asset Value of all Class B shares of a Fund attributed to
the Distributor or such Successor Distributor, as the case may be, and
outstanding at the end of such calendar month
D= The aggregate Net Asset Value of all Class B shares of a Fund at the end of
such calendar month
  (2) If the Distributor reasonably determines that the transfer agent is able
to produce automated monthly reports that allocate the average Net Asset Value
of the Commission Shares (or all Class B shares if available) of a Fund among
the Distributor and any Successor Distributor in a manner consistent with the
methodology detailed in Part I and Part III(1) above, the portion of the
Distribution Fee accrued in respect of all such Class B shares of a Fund during
a particular calendar month will be allocated to the Distributor or a Successor
Distributor by multiplying the total of such Distribution Fee by the following
fraction:
                                    (A)/(B)
where:
A= Average Net Asset Value of all such Class B shares of a Fund for such
calendar month attributed to the Distributor or a Successor Distributor, as the
case may be
B= Total average Net Asset Value of all such Class B shares of a Fund for such
calendar month
PART IV:  ADJUSTMENT OF THE DISTRIBUTOR'S ALLOCABLE PORTION AND EACH SUCCESSOR
DISTRIBUTOR'S ALLOCABLE PORTION
 The parties to the Distribution Agreement recognize that, if the terms of any
distributor's contract, any distribution plan, any prospectus, the Conduct
Rules or any other applicable law change so as to disproportionately reduce, in
a manner inconsistent with the intent of this Distribution Agreement, the
amount of the Distributor's Allocable Portion or any Successor Distributor's
Allocable Portion had no such change occurred, the definitions of the
Distributor's Allocable Portion and/or the Successor Distributor's Allocable
Portion in respect of the Class B shares relating to a Fund shall be adjusted
by agreement among the relevant parties; provided, however, if the Distributor,
the Successor Distributor and the Fund cannot agree within thirty (30) days
after the date of any such change in applicable laws or in any distributor's
contract, distribution plan, prospectus or the Conduct Rules, they shall submit
the question to arbitration in accordance with the commercial arbitration rules
of the American Arbitration Association and the decision reached by the
arbitrator shall be final and binding on each of them.


                       THE AMERICAN FUNDS INCOME SERIES
                              MULTIPLE CLASS PLAN
 WHEREAS, The American Funds Income Series (the "Trust), a Massachusetts
business trust has a single series, U.S. Government Securities Fund (the
"Fund"), and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management investment company that offers
shares of beneficial interest;
 WHEREAS, American Funds Distributors, Inc. ("the Distributor") serves as the
principal underwriter for the Fund;
 WHEREAS, the Trust has adopted Plans of Distribution (each a "12b-1 Plan")
under which the Fund may bear expenses of distribution of its shares, including
payment and/or reimbursement to the Distributor for certain of its expenses
incurred in connection with the Fund;
 WHEREAS, the Fund is authorized to issue two classes of shares of beneficial
interest, designated as Class A shares and Class B shares;
 WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment
companies to issue multiple classes of voting stock representing interests in
the same portfolio if, among other things, an investment company adopts a
written Multiple Class Plan (the "Plan")  setting forth the separate
arrangement and expense allocation of each class and any related conversion
features or exchange privileges; and
 WHEREAS, the Board of Trustees of the Trust has determined, that it is in the
best interest of each class of shares of the Fund individually, and the Fund as
a whole, to adopt this Plan;
 NOW THEREFORE, the Fund adopts this Plan as follows:
 1. Each class of shares will represent interests in the same portfolio of
investments of the Fund, and be identical in all respects to each other class,
except as set forth below.  The differences among the various classes of shares
of the Fund will relate to:  (i) distribution, service and other charges and
expenses as provided for in paragraph 3 of this Plan; (ii) the exclusive right
of each class of shares to vote on matters submitted to shareholders that
relate solely to that class or the separate voting right of each class on
matters for which the interests of one class differ from the interests of
another class; (iii) such differences relating to eligible investors as may be
set forth in the Fund's prospectus and statement of additional information
("SAI"), as the same may be amended or supplemented from time to time; (iv) the
designation of each class of shares; (v) conversion features; and (vi) exchange
privileges.
 2. (a) Certain expenses may be attributable to the Fund, but not a particular
class of shares thereof.  All such expenses will be borne by each class on the
basis of the relative aggregate net assets of the classes.  Notwithstanding the
foregoing, the Distributor, the investment adviser or other provider of
services to the Fund may waive or reimburse the expenses of a specific class or
classes to the extent permitted by Rule 18f-3 under the 1940 Act and any other
applicable law.
  (b) A class of shares may be permitted to bear expenses that are directly
attributable to that class, including: (i) any distribution fees associated
with any rule 12b-1 Plan for a particular class and any other costs relating to
implementing or amending such rule 12b-1 Plan; (ii) any service fees associated
with any rule 12b-1 Plan attributable to such class; and (iii) any shareholder
servicing fees attributable to such class.
  (c) Any additional incremental expenses not specifically identified above
that are subsequently identified and determined to be applied properly to one
class of shares of the Fund shall be so applied upon approval by votes of the
majority of both (i) the Board of Trustees of the Trust; and (ii) those
Trustees of the Trust who are not "interested persons" of the Trust (as defined
in the 1940 Act) ("Independent Trustees").
 3. Each class of the Fund shall differ in the amount of, and the manner in
which distribution costs are borne by shareholders and in the costs associated
with transfer agency services as follows:
  (a) Class A shares
   (i) Class A shares are sold at net asset value plus a front-end sales
charge, at net asset value without a front-end sales charge but subject to a
contingent deferred sales charge ("CDSC"), and at net asset value without any
sales charge, as set forth in the Fund's prospectus and SAI.
   (ii) Class A shares are subject to an annual distribution expense under the
Fund's Class A Plan of Distribution of up to 0.30% of average net assets, as
set forth in the Fund's prospectus, SAI, and Plan of Distribution.  This
expense consists of a service fee of up to 0.25% plus certain other
distribution costs.
  (b) Class B shares
   (i) Class B shares shall be sold at net asset value without a front-end
sales charge, but are subject to a CDSC and maximum purchase limits as set
forth in the Fund's prospectus and SAI.
   (ii) Class B shares shall be subject to an annual distribution expense under
the Fund's Class B Plan of Distribution of up to 1.00% of average net assets,
as set forth in the Fund's prospectus, SAI, and Class B Plan of Distribution.
This expense shall consist of a distribution fee of approximately 0.75% and a
service fee of approximately 0.25% of such net assets.
   (iii) Class B shares will automatically convert to Class A shares of the
Fund approximately eight years after purchase, subject to the limitations
described in the Fund's prospectus and SAI.  All conversions shall be effected
on the basis of the relative net asset values of the two classes of shares
without the imposition of any sales load or other charge.
   (iv) Class B shares shall be subject to a fee (included within the transfer
agency expense) for additional costs associated with tracking the age of each
Class B share.
 All other rights and privileges of Fund shareholders are identical regardless
of which class of shares are held.
 4. This Plan shall not take effect until it has been approved by votes of the
majority of both (i) the Board of Trustees of the Trust; and (ii) the
Independent Trustees.
 5. This Plan shall become effective with respect to any class of shares of the
Fund, other than Class A or Class B shares, upon the commencement of the
initial public offering thereof (provided that the Plan has previously been
approved with respect to such additional class by votes of the majority of both
(i) the Board of Trustees of the Trust; and (ii) Independent Trustees prior to
the offering of such additional class of shares), and shall continue in effect
with respect to such additional class or classes until terminated in accordance
with paragraph 7.  An addendum setting forth such specific and different terms
of such additional class or classes shall be attached to and made part of this
Plan.
 6. No material amendment to the Plan shall be effective unless it is approved
by the votes of the majority of both (i) the Board of Trustees of the Trust;
and (ii) Independent Trustees.
 7. This Plan may be terminated at any time with respect to the Fund as a whole
or any class of shares individually, by the votes of the majority of both (i)
the Board of Trustees of the Trust; and (ii) Independent Trustees. This Plan
may remain in effect with respect to a particular class or classes of shares of
the Fund even if it has been terminated in accordance with this paragraph with
respect to any other class of shares.
 IN WITNESS WHEREOF, the Trust has caused this Plan to be executed by its
officers thereunto duly authorized, as of December 14, 1999.
   THE AMERICAN FUNDS INCOME SERIES
    By /s/ Paul G. Haaga, Jr.
     Paul G. Haaga, Jr., Chairman
    By /s/ Julie F. Williams
     Julie F. Williams, Secretary

CODE OF CONDUCT

All of us within the Capital organization are responsible for maintaining the
very highest ethical standards when conducting business.  In keeping with these
standards, we must never allow our own interests to be placed ahead of our
shareholders' and clients' interests.

Over the years we have earned a reputation for the highest integrity.
Regardless of lesser standards that may be followed through business or
community custom, we must observe exemplary standards of honesty and integrity.

REPORTING VIOLATIONS

If you know of any violation of our Code of Conduct, you have a responsibility
to report it.  Deviations from controls or procedures that safeguard the
company, including the assets of shareholders and clients, should also be
reported.

You can report confidentially to:
- -      Your manager or department head
- -      CGC Audit Committee:
         Wally Stern  -- Chairman
         Donnalisa Barnum
         David Beevers
         Jim Brown
         Larry P. Clemmensen
         Roberta Conroy
         Bill Hurt  -- (emeritus)
         Sonny Kamm
         Mike Kerr
         Victor Kohn
         John McLaughlin
         Don O'Neal
         Tom Rowland
         John Smet
         Antonio Vegezzi
         Shaw Wagener
         Kelly Webb
 -   Mike Downer or any other lawyer in the CGC Legal Group
 -   Don Wolfe of Deloitte & Touche LLP (CGC's auditors).

CGC GIFTS POLICY -- CONFLICTS OF INTEREST

A conflict of interest occurs when the private interests of associates
interfere or could potentially interfere with their responsibilities at work.
Associates must not place themselves or the company in a position of actual or
potential conflict.  Associates may not accept gifts worth more than $100,
excessive business entertainment, loans, or anything else involving personal
gain from those who conduct business with the company.  In addition, a business
entertainment event exceeding $200 in value should not be accepted unless the
associate receives permission from the Gifts Policy Committee.

REPORTING -- Although the limitations on accepting gifts applies to ALL
associates as described above, some associates will be asked to fill out
quarterly reports.  If you receive a reporting form, you must report any gift
exceeding $50 (although it is recommended that you report ALL gifts received)
and business entertainment in which an event exceeds $75.

GIFTS POLICY COMMITTEE

The Gifts Policy Committee oversees administration of and compliance with the
Policy.

INSIDER TRADING

Antifraud provisions of the federal securities laws generally prohibit persons
while in possession of material nonpublic information from trading on or
communicating the information to others.  Sanctions for violations can include
civil injunctions, permanent bars from the securities industry, civil penalties
up to three times the profits made or losses avoided, criminal fines and jail
sentences.

While investment research analysts are most likely to come in contact with
material nonpublic information, the rules (and sanctions) in this area apply to
all CGC associates and extend to activities both within and outside each
associate's duties.

PERSONAL INVESTING POLICY

As an associate of the Capital Group companies, you may have access to
confidential information.  This places you in a position of special trust.

You are associated with a group of companies that is responsible for the
management of many billions of dollars belonging to mutual fund shareholders
and other clients.  The law, ethics and our own policy place a heavy burden on
all of us to ensure that the highest standards of honesty and integrity are
maintained at all times.

There are several rules that must be followed to avoid possible conflicts of
interest in personal securities transactions.

ALL ASSOCIATES

Information regarding proposed or partially completed plans by CGC companies to
buy or sell specific securities must not be divulged to outsiders.

Favors or preferential treatment from stockbrokers may not be accepted.

Associates may not subscribe to ANY initial public offering (IPO). Generally,
this prohibition applies to spouses of associates and any family member
residing in the same household.  However, an associate may request that the
Personal Investing Committee consider granting an exception under special
circumstances.

COVERED PERSONS

Associates who have access to investment information in connection with their
regular duties are generally considered "covered persons."  If you receive a
quarterly personal securities transactions report form, you are a covered
person. You should take the time to review this policy, as ongoing
interpretations of the policy will be explained therein.

Covered persons must conduct their personal securities transactions in such a
way that they do not conflict with the interests of the funds and client
accounts.  This policy also includes securities transactions of family members
living in the covered person's household and any trust or custodianship for
which the associate is trustee or custodian.  A conflict may occur if you, a
family member in the same household, a trust or custodianship for which you are
trustee or custodian have a transaction in a security when the funds or client
accounts are considering or concluding a transaction in the same security.

Additional rules apply to "investment personnel" including portfolio
counselors/managers, research analysts, traders, portfolio control associates,
and investment administration personnel (see below).

PRE-CLEARANCE OF SECURITIES TRANSACTIONS

Before buying or selling securities, covered persons must check with the CGC
Legal Group based in LAO. (You will generally receive a response within one
business day.)  Unless a shorter period is specified, clearance is good for two
trading days (including the day you check).  If you have not executed your
transaction within this period, you must again pre-clear your transaction.

Covered persons must PROMPTLY submit quarterly reports of certain transactions.
Transactions of securities (including fixed-income securities) or options (see
below) must be pre-cleared as described above and reported except for: open-end
investment companies (mutual funds); money market instruments with maturities
of one year or less; direct obligations of the U.S. Government, bankers'
acceptances, CDs or other commercial paper; commodities; and options or futures
on broad-based indices.  Covered persons must also report transactions made by
family members in their household and by those for which they are a trustee or
custodian..  NOTE THAT INVESTMENTS IN PRIVATE PLACEMENTS AND VENTURE CAPITAL
PARTNERSHIPS ARE ALSO SUBJECT TO PRECLEARANCE AND REPORTING. Reporting forms
will be supplied at the appropriate times AND MUST BE SUBMITTED BY THE DATE
INDICATED ON THE FORM

In addition, the following transactions must be reported but need not have been
pre-cleared: gifts or bequests (either receiving or giving) of securities MUST
be reported (sales of securities received as a gift MUST be both precleared and
reported); transactions in debt instruments rated "A" or above by at least one
national rating service; sales pursuant to tender offers; and dividend
reinvestment plan purchases (provided the purchase pursuant to such plan is
made with dividend proceeds only).

PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT.  AS SUCH,
LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS
AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE.

BROKERAGE ACCOUNTS

Covered persons should inform their stockbrokers that they are employed by an
investment adviser, trust company or affiliate of either.  U.S. brokers are
subject to certain rules designed to prevent favoritism toward such accounts.
Associates may not accept negotiated commission rates which they believe may be
more favorable than the broker grants to accounts with similar characteristics.
In addition, covered persons must direct their brokers to send duplicate
confirmations and copies of all periodic statements on a timely basis to The
Legal Group of The Capital Group Companies, Inc.  ALL DOCUMENTS RECEIVED ARE
KEPT STRICTLY CONFIDENTIAL.

[If extraneous information is included on an associate's statements (E.G.,
checking account information or other information that is not subject to the
policy), the associate might want to establish a separate account solely for
transactions subject to the policy.]

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS

Covered persons will be required to disclose all personal securities holdings
upon commencement of employment (or upon becoming a covered person) and
thereafter on an annual basis.  Reporting forms will be supplied for this
purpose.

ANNUAL RECERTIFICATION

All access persons will be required to certify annually that they have read and
understood the Personal Investing Policy and recognize that they are subject
thereto.

ADDITIONAL RULES FOR INVESTMENT PERSONNEL

 DISCLOSURE OF OWNERSHIP OF RECOMMENDED SECURITIES -- Ownership of securities
that are held professionally as well as personally will be reviewed on a
periodic basis by the Legal Group and may also be reviewed by the applicable
Management Committee and/or Investment Committee or Subcommittee.  In addition,
to the extent that disclosure has not already been made by the Legal Group to
the applicable Management Committee and/or Investment Committee or
Subcommittee, any associate who is in a position to recommend the purchase or
sale of securities by the fund or client accounts that s/he personally owns
should FIRST disclose such ownership either in writing (in a company write-up)
or orally (when discussing the company at investment meetings) prior to making
a recommendation.

BLACKOUT PERIOD <UNDEF> Investment personnel may not buy or sell a security
within at least seven calendar days before and after A FUND OR CLIENT ACCOUNT
THAT HIS OR HER COMPANY MANAGES transacts in that security.  Profits resulting
from transactions occurring within this time period are subject to special
review and may be subject to disgorgement.

BAN ON SHORT-TERM TRADING PROFITS -- Investment personnel are prohibited from
profiting from the purchase and sale or sale and purchase of the same (or
equivalent) securities within 60 days.  THIS RESTRICTION APPLIES TO THE
PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS.

SERVICE AS A DIRECTOR -- Investment personnel must obtain prior authorization
of the investment committee of the appropriate management company or CGC
Management Committee BEFORE SERVING ON THE BOARD OF DIRECTORS OF PUBLICLY
TRADED COMPANIES.  This can be arranged by calling the LAO Legal Group.

PERSONAL INVESTING COMMITTEE

Any questions or hardships that result from these policies or requests for
exceptions should be referred to CGC's Personal Investing Committee by calling
the LAO Legal Group.

/1/Note that this disclosure requirement is consistent with both AIMR standards
as well as the ICI Advisory Group Guidelines.


FORM OF
FUND CODE OF ETHICS
(as adopted by the Fund's Board of Directors/Trustees)

1. No Director/Trustee shall use his or her position or the knowledge gained
therefrom as to create a conflict between his or her personal interest and that
of the Fund.  No Director/Trustee shall seek or accept gifts, favors,
preferential treatment, or valuable consideration of any kind offered because
of his or her association with the Fund.

2. Each non-affiliated Director/Trustee shall report to the Secretary of the
Fund not later than ten (10) days after the end of each calendar quarter any
transaction in securities which such Director/Trustee has effected during the
quarter which the Director/Trustee then knows to have been effected within
fifteen (15) days before or after a date on which the Fund purchased or sold,
or considered the purchase or sale of, the same security.

3. For purposes of this Code of Ethics, transactions involving United States
Government securities as defined in the Investment Company Act of 1940,
bankers' acceptances, bank certificates of deposit, commercial paper, or shares
of registered open-end investment companies are exempt from reporting as are
non-volitional transactions such as dividend reimbursement programs and
transactions over which the Director/Trustee exercises no control.



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