CAPITAL WORLD GROWTH & INCOME FUND INC
485BPOS, 2000-03-13
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SEC File Nos. 33-54444
              811-7338


                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A
                            Registration Statement
                                     Under
                         the Securities Act of 1933
                       Post-Effective Amendment No.  10
                                      and
                            Registration Statement
                                     Under
                      The Investment Company Act of 1940
                                Amendment No.  12

                  CAPITAL WORLD GROWTH AND INCOME FUND, INC.
              (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

                               Vincent P. Corti
                    Capital Research and Management Company
                             333 South Hope Street
                           Los Angeles, California 90071
                       (name and address of agent for service)


                                    Copies to:
                           MICHAEL J. FAIRCLOUGH, ESQ.
                              O'Melveny & Myers LLP
                              400 South Hope Street
                          Los Angeles, California  90071
                            (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>


                    Capital World Growth and Income Fund/(R)/

                                   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>

 ---------------------------------------------------------
 CAPITAL WORLD GROWTH AND INCOME FUND, INC.

 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                       9
 -------------------------------------------------------
  Shareholder Information                          11
 -------------------------------------------------------
  Choosing a Share Class                           12
 -------------------------------------------------------
  Purchase and Exchange of Shares                  13
 -------------------------------------------------------
  Sales Charges                                    15
 -------------------------------------------------------
  Sales Charge Reductions and Waivers              17
 -------------------------------------------------------
  Plans of Distribution                            19
 -------------------------------------------------------
  How to Sell Shares                               20
 -------------------------------------------------------
  Distributions and Taxes                          21
 -------------------------------------------------------
  Financial Highlights                             22
 -------------------------------------------------------
</TABLE>





                                       1

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS
                                                                 WGI-010-0300/MC

<PAGE>

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

 The fund seeks to make your investment grow over time and provide you with
 current income by investing primarily in stocks of well-established companies
 located around the world.

 The fund is designed for investors seeking both capital appreciation and
 income.  In pursuing its objective, the fund tends to invest in stocks that are
 relatively resilient to market declines.  An investment in the fund is subject
 to risks, including the possibility that the fund may decline in value in
 response to economic, political or social events in the U.S. or abroad. The
 prices of equity securities owned by the fund may be affected by events
 specifically involving the companies issuing those securities.

 Although all securities in the fund's portfolio may be adversely affected by
 currency fluctuations or world political, social and economic instability,
 investments outside the U.S. may be affected to a greater extent.

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

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


                                       2

                               CAPITAL WORLD GROWTH AND INCOME 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]
 1994   1.22%
 1995  21.39%
 1996  21.55%
 1997  17.99%
 1998  16.20%
 1999  27.30%
 [end bar chart]

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




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

<TABLE>
<CAPTION>
 <S>               <C>     <C>
 HIGHEST           16.43%   (quarter ended December 31, 1999)
 LOWEST             -9.65%  (quarter ended September 30, 1998)
</TABLE>


                                       3

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN                              ONE YEAR  FIVE YEARS   LIFETIME
 <S>                                       <C>       <C>         <C>
 Class A/1/                                 19.98%     19.40%      17.64%
 (with the maximum sales charge deducted)
 --------------------------------------------------------------------------
 Class B/2/                                   N/A        N/A         N/A
 --------------------------------------------------------------------------
 MSCI World Index/3/                        25.34%     20.25%      17.87%
 --------------------------------------------------------------------------
 Lipper Global Funds Average/4/             35.97%     19.84%      16.87%
 --------------------------------------------------------------------------
</TABLE>


 Class A yield:  1.51%
 (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 March 26, 1993.

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

 3 The Morgan Stanley Capital International World Index measures 22 major stock
  markets throughout the world, including the U.S.  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 Lipper Global Funds Average consists of funds that invest at least 25% of
  their portfolios in securities traded outside the U.S. and may own U.S.
  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.



 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 5.75% deducted. Sales
 charges are reduced for purchases of $25,000 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

                               CAPITAL WORLD GROWTH AND INCOME 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              5.75%/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 $25,000 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                                 0.42%       0.42%
 Distribution and/or Service (12b-1) Fees        0.24%/2/    1.00%/3/
 Other Expenses                                  0.13%       0.13%
 Total Annual Fund Operating Expenses            0.79%       1.55%
</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                           $651  $813   $  989  $1,497
 ------------------------------------------------------------------------------
 Class B - assuming redemption     $658  $890   $1,045  $1,641
 Class B - assuming no redemption  $158  $490   $  845  $1,641
</TABLE>



                                       5

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

 The fund's investment objective is to provide you with long-term growth of
 capital while providing current income.  It invests, on a global basis, in
 common stocks that are denominated in U.S. dollars or other currencies.

 The values of equity securities held by the fund may decline in response to
 certain events, including those directly involving the companies whose
 securities are owned in the fund, adverse conditions affecting the general
 economy, overall market declines, world political, social and economic
 instability, and currency fluctuations. Investments outside the U.S. may be
 affected by these events to a greater extent and may also be affected by
 differing securities regulations, higher transaction costs, and administrative
 difficulties such as delays in clearing and settling portfolio transactions.

 The fund may also hold cash or money market instruments. 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

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ADDITIONAL INVESTMENT RESULTS

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN/1/                  ONE YEAR  FIVE YEARS   LIFETIME
 <S>                              <C>       <C>         <C>
 Class A/2/                        27.30%     20.83%      18.68%
 (with no sales charge deducted)
 -----------------------------------------------------------------
 Class B/3/                          N/A        N/A         N/A
 -----------------------------------------------------------------
 MSCI World Index/4/               25.34%     20.25%      17.87%
 -----------------------------------------------------------------
 Lipper Global Funds Average/5/    35.97%     19.84%      16.87%
 -----------------------------------------------------------------
</TABLE>


 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 March 26, 1993.

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

 4 The Morgan Stanley Capital International World Index measures 22 major stock
  markets throughout the world, including the U.S.  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.

 5 The Lipper Global Funds Average consists of funds that invest at least 25% of
  their portfolios in securities traded outside the U.S. and may own U.S.
  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.


                                       7

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>



 The following chart illustrates the asset mix of  the fund's investment
 portfolio as of the end of the fund's fiscal year, November 30, 1999.

 [pie chart]
 Diversified Telecommunications Services 12.8%
 Banking 10.3%
 Health & Personal Care 4.8%
 Utilities: Electric & Gas 4.7%
 Electrical & Electronics 4.6%
 Other Industries 56.7%
 Bonds & Notes 1.5%
 Cash & Cash Equivalents 4.6%
 [end pie chart]

<TABLE>
<CAPTION>
                                                   PERCENT OF
 LARGEST INDIVIDUAL EQUITY HOLDINGS                NET ASSETS
 --------------------------------------------------------------
 <S>                                              <C>
 Telecom Italia                                       2.63%
 --------------------------------------------------------------
 Mannesmann                                           2.10
 --------------------------------------------------------------
 Telefonaktiebolaget LM Ericsson                      1.40
 --------------------------------------------------------------
 Northeast Utilities                                  1.38
 --------------------------------------------------------------
 AstraZeneca                                          1.32
 --------------------------------------------------------------
 ING Groep                                            1.15
 --------------------------------------------------------------
 Williams Companies                                   1.13
 --------------------------------------------------------------
 Micron Technology                                    1.07
 --------------------------------------------------------------
 Telefonos de Mexico                                  1.06
 --------------------------------------------------------------
 Dixons Group                                         1.04
</TABLE>


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


                                       8

                               CAPITAL WORLD GROWTH AND INCOME 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 Capital World Growth and Income Fund are listed on the
 following page.


                                       9

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>


<TABLE>
<CAPTION>
                                                                                  APPROXIMATE YEARS OF EXPERIENCE
                                                        YEARS OF EXPERIENCE        AS AN INVESTMENT PROFESSIONAL
                                                      AS PORTFOLIO COUNSELOR      (INCLUDING THE LAST FIVE YEARS)
            PORTFOLIO                               (AND RESEARCH PROFESSIONAL,  -----------------------------------
         COUNSELORS FOR                                 IF APPLICABLE) FOR         WITH CAPITAL
          CAPITAL WORLD                                CAPITAL WORLD GROWTH        RESEARCH AND
             GROWTH                                       AND INCOME FUND           MANAGEMENT
         AND INCOME FUND      PRIMARY TITLE(S)             (APPROXIMATE)              COMPANY
         ------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                 -----------------------------------
<S>                       <C>                       <C>                          <C>                <C>
         THIERRY          Chairman of the Board of  7 years (since the fund      37 years           37 years
         VANDEVENTER      the fund. Director,       began operations)
                          Capital Research and
                          Management Company
                                                    ----------------------------------------------------------------

         -------------------------------------------
         STEPHEN E.       Senior Vice President of  7 years (since the fund      27 years           34 years
         BEPLER           the fund. Senior Vice     began operations)
                          President, Capital
                          Research Company*
         -----------------------------------------------------------------------------------------------------------
         MARK E.          Senior Vice President of  7 years (since the fund      18 years           18 years
         DENNING          the fund. Director,       began operations)
                          Capital Research and
                          Management Company.
                          Senior Vice President,
                          Capital Research
                          Company*
         -----------------------------------------------------------------------------------------------------------
         GREGG E.         Senior Vice President of  7 years                      27 years           27 years
         IRELAND          the fund. Senior Vice
                          President, Capital
                          Research and Management
                          Company

         JANET A.         Senior Vice President of  7 years (since the fund      18 years           24 years
         MCKINLEY         the fund. Director,       began operations)
                          Capital Research and
                          Management Company.
                          Senior Vice President,
                          Capital Research
                          Company*
         -----------------------------------------------------------------------------------------------------------
         CARL M.          Vice President of the     2 years (plus 5 years as a   9 years            12 years
         KAWAJA           fund. Vice President,     research professional prior
                          Capital Research          to becoming a portfolio
                          Company*                  counselor for the fund)
                                                                                 -----------------------------------
         ------------------------------------------------------------------------
           The fund began investment operations on March 26, 1993.
         * Company affiliated with Capital Research and Management Company
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       10

                               CAPITAL WORLD GROWTH AND INCOME 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.


                                       11

CAPITAL WORLD GROWTH AND INCOME 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.
  5.75%. Sales charges are reduced
  for purchases of $25,000 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>



                                       12

                               CAPITAL WORLD GROWTH AND INCOME 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>



                                       13

CAPITAL WORLD GROWTH AND INCOME 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.


                                       14

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 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 $25,000                5.75%            6.10%            5.00%
 ------------------------------------------------------------------------------
 $25,000 but less than            5.00%            5.26%            4.25%
 $50,000
 ------------------------------------------------------------------------------
 $50,000 but less than            4.50%            4.71%            3.75%
 $100,000
 ------------------------------------------------------------------------------
 $100,000 but less than           3.50%            3.63%            2.75%
 $250,000
 ------------------------------------------------------------------------------
 $250,000 but less than           2.50%            2.56%            2.00%
 $500,000
 ------------------------------------------------------------------------------
 $500,000 but less than           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 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.


                                       15

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 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.


                                       16

                               CAPITAL WORLD GROWTH AND INCOME 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.


                                       17

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 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
 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."


                                       18

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 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 directors. 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.


                                       19

CAPITAL WORLD GROWTH AND INCOME 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.


                                       20

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

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

 DIVIDENDS AND DISTRIBUTIONS

 The fund intends to distribute dividends to you, if any, usually in March,
 June, September and December. Capital gains, if any, are usually distributed in
 December. When a dividend or capital gain is distributed, the net asset value
 per share is reduced by the amount of the payment.

 You may elect to reinvest dividends and/or capital gain distributions to
 purchase additional shares of this fund or any other fund in The American Funds
 Group or you may elect to receive them in cash. 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.


                                       21

CAPITAL WORLD GROWTH AND INCOME 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 PricewaterhouseCoopers 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 NOVEMBER 30
                                                                ---------------------------------------------------
                                                    1999             1998             1997             1996              1995
                                               ------------------------------------------------------------------------------------
 <S>                                           <C>              <C>             <C>               <C>              <C>
 Net Asset Value,                                  $27.15          $25.89           $23.77           $20.22            $17.81
 Beginning of Year
 ----------------------------------------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT
 OPERATIONS:
 Net investment income                                .48             .59             .640              .70               .61
 Net gains or losses on securities (both             4.17            3.12            3.045             3.91              2.72
 realized and unrealized)
 ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                    4.65            3.71            3.685             4.61              3.33
 ----------------------------------------------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Dividends (from net
 investment income)                                  (.48)           (.58)           (.650)/1/         (.72)/1/          (.63)
 Distributions (from capital gains)                 (2.29)          (1.87)           (.915)            (.34)             (.29)
 ----------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                (2.77)          (2.45)          (1.565)           (1.06)             (.92)
 ----------------------------------------------------------------------------------------------------------------------------------
 Net Asset Value,                                  $29.03          $27.15           $25.89           $23.77            $20.22
 End of Year
 ----------------------------------------------------------------------------------------------------------------------------------
 Total return/2/                                   19.08%          15.51%           16.36%           23.67%            19.41%
 ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (in millions)            $10,022          $8,515           $7,207           $5,139            $3,611
 ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to                                .79%            .78%             .82%             .85%              .88%
 average net assets
 ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net income                                1.93%           2.25%            2.53%            3.28%             3.24%
 to average net assets
 ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                           33.90%          39.44%           32.41%           30.18%            25.50%
 1
 Includes 0.2 cents and 1.5 cents realized non-U.S. currency gains treated as ordinary income in 1997 and 1996, respectively, for
 federal income tax purposes.

 2 Excludes maximum sales charge.
</TABLE>



                                       22

                               CAPITAL WORLD GROWTH AND INCOME 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. 811-7338
                                                       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/ Vincent P. Corti
Vincent P. Corti
Secretary

<PAGE>


                    Capital World Growth and Income Fund/(R)/

                                   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>

 ---------------------------------------------------------
 CAPITAL WORLD GROWTH AND INCOME FUND, INC.

 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                       9
 -------------------------------------------------------
  Shareholder Information                          11
 -------------------------------------------------------
  Choosing a Share Class                           12
 -------------------------------------------------------
  Purchase and Exchange of Shares                  13
 -------------------------------------------------------
  Sales Charges                                    15
 -------------------------------------------------------
  Sales Charge Reductions and Waivers              17
 -------------------------------------------------------
  Plans of Distribution                            19
 -------------------------------------------------------
  How to Sell Shares                               20
 -------------------------------------------------------
  Distributions and Taxes                          21
 -------------------------------------------------------
  Financial Highlights                             22
 -------------------------------------------------------
</TABLE>





                                       1

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS
                                                                 WGI-010-0300/MC

<PAGE>

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

 The fund seeks to make your investment grow over time and provide you with
 current income by investing primarily in stocks of well-established companies
 located around the world.

 The fund is designed for investors seeking both capital appreciation and
 income.  In pursuing its objective, the fund tends to invest in stocks that are
 relatively resilient to market declines.  An investment in the fund is subject
 to risks, including the possibility that the fund may decline in value in
 response to economic, political or social events in the U.S. or abroad. The
 prices of equity securities owned by the fund may be affected by events
 specifically involving the companies issuing those securities.

 Although all securities in the fund's portfolio may be adversely affected by
 currency fluctuations or world political, social and economic instability,
 investments outside the U.S. may be affected to a greater extent.

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

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


                                       2

                               CAPITAL WORLD GROWTH AND INCOME 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]
 1994   1.22%
 1995  21.39%
 1996  21.55%
 1997  17.99%
 1998  16.20%
 1999  27.30%
 [end bar chart]

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




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

<TABLE>
<CAPTION>
 <S>               <C>     <C>
 HIGHEST           16.43%   (quarter ended December 31, 1999)
 LOWEST             -9.65%  (quarter ended September 30, 1998)
</TABLE>


                                       3

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN                              ONE YEAR  FIVE YEARS   LIFETIME
 <S>                                       <C>       <C>         <C>
 Class A/1/                                 19.98%     19.40%      17.64%
 (with the maximum sales charge deducted)
 --------------------------------------------------------------------------
 Class B/2/                                   N/A        N/A         N/A
 --------------------------------------------------------------------------
 MSCI World Index/3/                        25.34%     20.25%      17.87%
 --------------------------------------------------------------------------
 Lipper Global Funds Average/4/             35.97%     19.84%      16.87%
 --------------------------------------------------------------------------
</TABLE>


 Class A yield:  1.51%
 (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 March 26, 1993.

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

 3 The Morgan Stanley Capital International World Index measures 22 major stock
  markets throughout the world, including the U.S.  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 Lipper Global Funds Average consists of funds that invest at least 25% of
  their portfolios in securities traded outside the U.S. and may own U.S.
  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.



 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 5.75% deducted. Sales
 charges are reduced for purchases of $25,000 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

                               CAPITAL WORLD GROWTH AND INCOME 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              5.75%/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 $25,000 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                                 0.42%       0.42%
 Distribution and/or Service (12b-1) Fees        0.24%/2/    1.00%/3/
 Other Expenses                                  0.13%       0.13%
 Total Annual Fund Operating Expenses            0.79%       1.55%
</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                           $651  $813   $  989  $1,497
 ------------------------------------------------------------------------------
 Class B - assuming redemption     $658  $890   $1,045  $1,641
 Class B - assuming no redemption  $158  $490   $  845  $1,641
</TABLE>



                                       5

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 ---------------------------------------------------------
 INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

 The fund's investment objective is to provide you with long-term growth of
 capital while providing current income.  It invests, on a global basis, in
 common stocks that are denominated in U.S. dollars or other currencies.

 The values of equity securities held by the fund may decline in response to
 certain events, including those directly involving the companies whose
 securities are owned in the fund, adverse conditions affecting the general
 economy, overall market declines, world political, social and economic
 instability, and currency fluctuations. Investments outside the U.S. may be
 affected by these events to a greater extent and may also be affected by
 differing securities regulations, higher transaction costs, and administrative
 difficulties such as delays in clearing and settling portfolio transactions.

 The fund may also hold cash or money market instruments. 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

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ADDITIONAL INVESTMENT RESULTS

 For periods ended December 31, 1999:

<TABLE>
<CAPTION>
 AVERAGE ANNUAL
 TOTAL RETURN/1/                  ONE YEAR  FIVE YEARS   LIFETIME
 <S>                              <C>       <C>         <C>
 Class A/2/                        27.30%     20.83%      18.68%
 (with no sales charge deducted)
 -----------------------------------------------------------------
 Class B/3/                          N/A        N/A         N/A
 -----------------------------------------------------------------
 MSCI World Index/4/               25.34%     20.25%      17.87%
 -----------------------------------------------------------------
 Lipper Global Funds Average/5/    35.97%     19.84%      16.87%
 -----------------------------------------------------------------
</TABLE>


 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 March 26, 1993.

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

 4 The Morgan Stanley Capital International World Index measures 22 major stock
  markets throughout the world, including the U.S.  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.

 5 The Lipper Global Funds Average consists of funds that invest at least 25% of
  their portfolios in securities traded outside the U.S. and may own U.S.
  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.


                                       7

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>



 The following chart illustrates the asset mix of  the fund's investment
 portfolio as of the end of the fund's fiscal year, November 30, 1999.

 [pie chart]
 Diversified Telecommunications Services 12.8%
 Banking 10.3%
 Health & Personal Care 4.8%
 Utilities: Electric & Gas 4.7%
 Electrical & Electronics 4.6%
 Other Industries 56.7%
 Bonds & Notes 1.5%
 Cash & Cash Equivalents 4.6%
 [end pie chart]

<TABLE>
<CAPTION>
                                                   PERCENT OF
 LARGEST INDIVIDUAL EQUITY HOLDINGS                NET ASSETS
 --------------------------------------------------------------
 <S>                                              <C>
 Telecom Italia                                       2.63%
 --------------------------------------------------------------
 Mannesmann                                           2.10
 --------------------------------------------------------------
 Telefonaktiebolaget LM Ericsson                      1.40
 --------------------------------------------------------------
 Northeast Utilities                                  1.38
 --------------------------------------------------------------
 AstraZeneca                                          1.32
 --------------------------------------------------------------
 ING Groep                                            1.15
 --------------------------------------------------------------
 Williams Companies                                   1.13
 --------------------------------------------------------------
 Micron Technology                                    1.07
 --------------------------------------------------------------
 Telefonos de Mexico                                  1.06
 --------------------------------------------------------------
 Dixons Group                                         1.04
</TABLE>


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


                                       8

                               CAPITAL WORLD GROWTH AND INCOME 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 Capital World Growth and Income Fund are listed on the
 following page.


                                       9

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>


<TABLE>
<CAPTION>
                                                                                  APPROXIMATE YEARS OF EXPERIENCE
                                                        YEARS OF EXPERIENCE        AS AN INVESTMENT PROFESSIONAL
                                                      AS PORTFOLIO COUNSELOR      (INCLUDING THE LAST FIVE YEARS)
            PORTFOLIO                               (AND RESEARCH PROFESSIONAL,  -----------------------------------
         COUNSELORS FOR                                 IF APPLICABLE) FOR         WITH CAPITAL
          CAPITAL WORLD                                CAPITAL WORLD GROWTH        RESEARCH AND
             GROWTH                                       AND INCOME FUND           MANAGEMENT
         AND INCOME FUND      PRIMARY TITLE(S)             (APPROXIMATE)              COMPANY
         ------------------------------------------------------------------------  OR AFFILIATES      TOTAL YEARS
                                                                                 -----------------------------------
<S>                       <C>                       <C>                          <C>                <C>
         THIERRY          Chairman of the Board of  7 years (since the fund      37 years           37 years
         VANDEVENTER      the fund. Director,       began operations)
                          Capital Research and
                          Management Company
                                                    ----------------------------------------------------------------

         -------------------------------------------
         STEPHEN E.       Senior Vice President of  7 years (since the fund      27 years           34 years
         BEPLER           the fund. Senior Vice     began operations)
                          President, Capital
                          Research Company*
         -----------------------------------------------------------------------------------------------------------
         MARK E.          Senior Vice President of  7 years (since the fund      18 years           18 years
         DENNING          the fund. Director,       began operations)
                          Capital Research and
                          Management Company.
                          Senior Vice President,
                          Capital Research
                          Company*
         -----------------------------------------------------------------------------------------------------------
         GREGG E.         Senior Vice President of  7 years                      27 years           27 years
         IRELAND          the fund. Senior Vice
                          President, Capital
                          Research and Management
                          Company

         JANET A.         Senior Vice President of  7 years (since the fund      18 years           24 years
         MCKINLEY         the fund. Director,       began operations)
                          Capital Research and
                          Management Company.
                          Senior Vice President,
                          Capital Research
                          Company*
         -----------------------------------------------------------------------------------------------------------
         CARL M.          Vice President of the     2 years (plus 5 years as a   9 years            12 years
         KAWAJA           fund. Vice President,     research professional prior
                          Capital Research          to becoming a portfolio
                          Company*                  counselor for the fund)
                                                                                 -----------------------------------
         ------------------------------------------------------------------------
           The fund began investment operations on March 26, 1993.
         * Company affiliated with Capital Research and Management Company
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       10

                               CAPITAL WORLD GROWTH AND INCOME 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.


                                       11

CAPITAL WORLD GROWTH AND INCOME 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.
  5.75%. Sales charges are reduced
  for purchases of $25,000 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>



                                       12

                               CAPITAL WORLD GROWTH AND INCOME 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>



                                       13

CAPITAL WORLD GROWTH AND INCOME 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.


                                       14

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 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 $25,000                5.75%            6.10%            5.00%
 ------------------------------------------------------------------------------
 $25,000 but less than            5.00%            5.26%            4.25%
 $50,000
 ------------------------------------------------------------------------------
 $50,000 but less than            4.50%            4.71%            3.75%
 $100,000
 ------------------------------------------------------------------------------
 $100,000 but less than           3.50%            3.63%            2.75%
 $250,000
 ------------------------------------------------------------------------------
 $250,000 but less than           2.50%            2.56%            2.00%
 $500,000
 ------------------------------------------------------------------------------
 $500,000 but less than           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 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.


                                       15

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 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.


                                       16

                               CAPITAL WORLD GROWTH AND INCOME 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.


                                       17

CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS



<PAGE>

 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
 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."


                                       18

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

 ---------------------------------------------------------
 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 directors. 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.


                                       19

CAPITAL WORLD GROWTH AND INCOME 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.


                                       20

                               CAPITAL WORLD GROWTH AND INCOME FUND / PROSPECTUS

<PAGE>

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

 DIVIDENDS AND DISTRIBUTIONS

 The fund intends to distribute dividends to you, if any, usually in March,
 June, September and December. Capital gains, if any, are usually distributed in
 December. When a dividend or capital gain is distributed, the net asset value
 per share is reduced by the amount of the payment.

 You may elect to reinvest dividends and/or capital gain distributions to
 purchase additional shares of this fund or any other fund in The American Funds
 Group or you may elect to receive them in cash. 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.


                                       21

CAPITAL WORLD GROWTH AND INCOME 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 PricewaterhouseCoopers 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 NOVEMBER 30
                                                                ---------------------------------------------------
                                                    1999             1998             1997             1996              1995
                                               ------------------------------------------------------------------------------------
 <S>                                           <C>              <C>             <C>               <C>              <C>
 Net Asset Value,                                  $27.15          $25.89           $23.77           $20.22            $17.81
 Beginning of Year
 ----------------------------------------------------------------------------------------------------------------------------------
 INCOME FROM INVESTMENT
 OPERATIONS:
 Net investment income                                .48             .59             .640              .70               .61
 Net gains or losses on securities (both             4.17            3.12            3.045             3.91              2.72
 realized and unrealized)
 ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                    4.65            3.71            3.685             4.61              3.33
 ----------------------------------------------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
 Dividends (from net
 investment income)                                  (.48)           (.58)           (.650)/1/         (.72)/1/          (.63)
 Distributions (from capital gains)                 (2.29)          (1.87)           (.915)            (.34)             (.29)
 ----------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                (2.77)          (2.45)          (1.565)           (1.06)             (.92)
 ----------------------------------------------------------------------------------------------------------------------------------
 Net Asset Value,                                  $29.03          $27.15           $25.89           $23.77            $20.22
 End of Year
 ----------------------------------------------------------------------------------------------------------------------------------
 Total return/2/                                   19.08%          15.51%           16.36%           23.67%            19.41%
 ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (in millions)            $10,022          $8,515           $7,207           $5,139            $3,611
 ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to                                .79%            .78%             .82%             .85%              .88%
 average net assets
 ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net income                                1.93%           2.25%            2.53%            3.28%             3.24%
 to average net assets
 ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                           33.90%          39.44%           32.41%           30.18%            25.50%
 1
 Includes 0.2 cents and 1.5 cents realized non-U.S. currency gains treated as ordinary income in 1997 and 1996, respectively, for
 federal income tax purposes.

 2 Excludes maximum sales charge.
</TABLE>



                                       22

                               CAPITAL WORLD GROWTH AND INCOME 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. 811-7338
                                                       Printed on recycled paper

<PAGE>


                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.

                                     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 Capital World Growth and Income Fund (the "fund" or "WGI")
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:

                   Capital World Growth and Income Fund, Inc.
                              Attention: Secretary
                              333 South Hope Street
                         Los 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 Directors and Officers . . . . . . . . . . . . . . . . . . . .       10
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . . .       16
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . .       21
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . . .       23
Sales Charge Reductions and Waivers . . . . . . . . . . . . . . . .       25
Individual Retirement Account (IRA) Rollovers . . . . . . . . . . .       28
Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .       29
Selling Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .       30
Shareholder Account Services and Privileges . . . . . . . . . . . .       31
Execution of Portfolio Transactions . . . . . . . . . . . . . . . .       34
General Information . . . . . . . . . . . . . . . . . . . . . . . .       34
Class A Share Investment Results and Related Statistics . . . . . .       36
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       38
Financial Statements
</TABLE>




                 Capital World Growth and Income 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.

 .    The fund will invest in securities of issuers domiciled in at least three
     countries.
 .    No more than 40% of the fund's assets will be invested in issuers domiciled
     in any one country.
 .    The fund may invest up to 10% of its assets in straight debt securities
     rated Baa or BBB or below by Moody's Investors Service, Inc. or Standard &
     Poor's Corporation or in unrated securities that are determined to be of
     equivalent quality.
 .    The fund may invest up to 5% of its assets in straight debt securities
     rated Ba or BB or below by Moody's Investors Service, Inc. or Standard &
     Poor's Corporation or in unrated securities that are determined to be of
     equivalent quality.
 .    For temporary defensive purposes, the fund may invest principally or
     entirely in securities that are denominated in U.S. dollars or whose
     issuers are domiciled in the U.S. Securities denominated in U.S. dollars
     include American Depositary Receipts (ADR's) and European Depositary
     Receipts (EDR's). Generally ADR's, in registered form, are dollar
     denominated securities designed for use in the U.S. securities markets,
     which represent and may be converted into the underlying foreign security.
     EDR's, in bearer form, are designated for use in the European securities
     markets.

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."


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


INVESTING IN SMALLER CAPITALIZATION STOCKS - The fund may invest in the stocks
of smaller companies (typically companies with market capitalizations of less
than $1.5 billion at the time of purchase). The Investment Adviser believes that
the issuers of smaller capitalization stocks often provide attractive investment
opportunities. However, investing in smaller capitalization stocks can involve
greater risk than is customarily associated with investing in stocks of larger,
more established companies. For example, smaller companies often have limited
product lines, markets, or financial resources, may be dependent for management
on one or a few key persons, and can be more susceptible to losses. Also, their
securities may be thinly traded (and therefore have to be sold at a discount
from current prices or sold in small lots over an extended period of time), may
be followed by fewer investment research analysts, and may be subject to wider
price swings thus creating a greater chance of loss than securities of larger
capitalization companies.


                 Capital World Growth and Income Fund - Page 2

<PAGE>


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


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


Certain risk factors relating to "lower quality, lower rated bonds" are
discussed below.


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

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

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

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


SECURITIES WITH EQUITY AND DEBT CHARACTERISTICS - The fund may invest in
securities that have a combination of equity and debt characteristics such as
non-convertible preferred stocks and convertible securities. These securities
may at times resemble equity more than debt and vice versa. The risks of
convertible preferred stock may be similar to those of equity securities. Some
types of convertible preferred stock automatically convert into common stock.
Non-convertible


                 Capital World Growth and Income Fund - Page 3

<PAGE>


preferred stock with stated redemption rates are similar to debt in that they
have a stated dividend rate akin to the coupon of a bond or note even though
they are often classified as equity securities. The prices and yields of
non-convertible preferred stock generally move with changes in interest rates
and the issuer's credit quality, similar to the factors affecting debt
securities.


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


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




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


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


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


                 Capital World Growth and Income Fund - Page 4

<PAGE>


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


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.


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.


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.


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.


                 Capital World Growth and Income Fund - Page 5

<PAGE>


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.

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


                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.


1.   With respect to 75% of the fund's total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities) if, as a result, (a) more than 5% of
the fund's total assets would be invested in the securities of that issuer, or
(b) the fund would hold more than 10% of the outstanding voting securities of
that issuer;

2.   Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the fund from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

3.   Purchase or sell commodities unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the fund from
engaging in currency-related options and forward or futures contracts);


                 Capital World Growth and Income Fund - Page 6

<PAGE>


4.   Invest 25% or more of the fund's total assets in the securities of issuers
in the same industry. Obligations of the U.S. Government, its agencies and
instrumentalities are not subject to this 25% limitation on industry
concentration;

5.   Invest more than 15% of the value of its net assets in securities which are
not readily marketable (including repurchase agreements maturing in more than
seven days or securities traded outside the U.S. for which there is no
recognized exchange or active and substantial over-the-counter market) or engage
in the business of underwriting securities of other issuers, except to the
extent that the purchase or disposal of an investment position may technically
constitute the fund as an underwriter as that term is defined under the
Securities Act of 1933;

6.   Invest in companies for the purpose of exercising control or management;

7.   Make loans to others except for (a) purchasing debt securities; (b)
entering into repurchase agreements; and (c) loaning portfolio securities;

8.   Issue senior securities, except as permitted under the Investment Company
Act of 1940 as amended (the "1940 Act");

9.   Borrow money, except from banks for temporary purposes in an amount not to
exceed one-third of the value of the fund's total assets. Moreover, in the event
that the asset coverage for such borrowing falls below 300%, the fund will
reduce, within three days, the amount of its borrowing in order to provide for
300% asset coverage;

10.  Pledge or hypothecate assets in excess of one-third of the fund's total
assets; or

11.  Purchase or sell puts, calls, straddles, or spreads, or combinations
thereof (except for currency options).

For purposes of Investment Restriction number 7, the fund does not currently
intend (at least for the next 12 months) to loan portfolio securities or invest
in securities or other instruments backed by real estate.

NON-FUNDAMENTAL POLICIES - The following non-fundamental policy(ies) may be
changed without shareholder approval:


1.   The fund does not currently intend (at least for the next 12 months) to
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.

2.   The fund does not currently intend (at least for the next 12 months) to
purchase securities on margin, except that margin payments in connection with
currency-related transactions shall not constitute purchasing securities on
margin.

3.   The fund does not currently intend (at least for the next 12 months) to
purchase the securities of any issuer (other than securities issued or
guaranteed by the governments of any country or political subdivisions thereof)
if, as a result, more than 5% of its total assets would be invested in the
securities of business enterprises that, including predecessors, have a record
of less than three years of continuous operation.


                 Capital World Growth and Income Fund - Page 7

<PAGE>


4.   The fund does not currently intend (at least for the next 12 months) to
invest in oil, gas, or other mineral exploration or development programs or
leases.

5.   The fund does not currently intend (at least for the next 12 months) to
purchase the securities of any issuer if those officers and Directors of the
fund, its Investment Adviser or principal underwriter who individually own more
than 1/2 of 1% of the securities of such issuer together own more than 5% of
such issuer's securities.

6.   The fund does not currently intend (at least for the next 12 months) to
invest more than 5% of its net assets, valued at the lower of cost or market at
the time of purchase, in warrants, including not more than 2% of such net assets
in warrants that are not listed on a major stock exchange. However, warrants
acquired in units or attached to securities may be deemed to be without value
for the purpose of this restriction.

7.   Although the fund has no current intention of purchasing securities of
other investment companies (at least for the next 12 months), it has the ability
to invest up to 5% of its total assets in shares of closed-end investment
companies. Additionally, the fund would not acquire more than 3% of the
outstanding voting securities of any one closed-end investment company. (To the
extent that the fund invests in another investment company, it would pay an
investment advisory fee in addition to the fee paid to the Investment Adviser.)
Notwithstanding this restriction, the fund may invest in securities of other
managed investment companies if deemed advisable by its officers in connection
with the administration of a deferred compensation plan adopted by Directors and
to the extent such investments are allowed by an exemptive order granted by the
U.S. Securities and Exchange Commission.

8.   The fund does not currently intend (at least for the next 12 months) to
invest more than 5% of its net assets in restricted securities (excluding Rule
144A securities).

9.    The fund does not currently intend (at least for the next 12 months) to
purchase securities in the event its borrowings exceed 5% of its net assets.

                      FUND ORGANIZATION AND VOTING RIGHTS

The fund, an open-end, diversified management investment company, was organized
as a Maryland corporation on November 4, 1992.


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


The fund 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 Directors. 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


                 Capital World Growth and Income Fund - Page 8

<PAGE>


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.


                 Capital World Growth and Income Fund - Page 9

<PAGE>



                          FUND DIRECTORS AND OFFICERS

                      Directors and Director 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                 NOVEMBER 30, 1999
- -------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                                     <C>
 H. Frederick Christie       Director         Private Investor.  Former President           $21,500/3/
 P.O. Box 144                                 and Chief Executive Officer, The
 Palos Verdes Estates, CA                     Mission Group (non-utility holding
 90274                                        company, subsidiary of Southern
 Age: 66                                      California Edison Company)
- -------------------------------------------------------------------------------------------------------------
 + Paul G. Haaga, Jr.        President and    Executive Vice President and                   None/4/
 333 South Hope Street       Director         Director, Capital Research and
 Los Angeles, CA 90071                        Management Company
 Age: 51
- -------------------------------------------------------------------------------------------------------------
 Mary Myers Kauppila         Director         Private Investor; former Owner and            $20,500/3/
 One Winthrop Square                          President, Energy Investment, Inc.
 Boston, MA 02110
 Age: 45
- -------------------------------------------------------------------------------------------------------------
 Gail L. Neale               Director         President, The Lovejoy Consulting             $20,500/3/
 The Lovejoy Consulting                       Group, Inc.; former Executive Vice
 Group                                        President, Salzburg Seminar
 154 Prospect Parkway
 Burlington, VT 05401
 Age: 65
- -------------------------------------------------------------------------------------------------------------
 Robert J. O'Neill           Director         Chichele Professor of the History of          $ 20,500
 Whitney, OXON                                War and Fellow, All Souls College,
 United Kingdom                               University of Oxford
 Age: 63
- -------------------------------------------------------------------------------------------------------------
 Donald E. Petersen          Director         Former Chairman of the Board and              $20,500/3/
 255 East Brown                               Chief Executive Officer, Ford Motor
 Birmingham, MI 48009                         Company
 Age: 73
- -------------------------------------------------------------------------------------------------------------
 Stefanie Powers             Director         Actor; President, William Holden              $ 19,000
 2661 Hutton Drive                            Wildlife Foundation
 Beverly Hills, CA 90210
 Age: 57
- -------------------------------------------------------------------------------------------------------------
 Frank Stanton               Director         Retired; former President, CBS Inc.           $ 21,500
 25 West 52nd Street                          (1946-1973)
 New York, NY 10019
 Age: 91
- -------------------------------------------------------------------------------------------------------------
 + Thierry Vandeventer       Chairman of      Director, Capital Research and                 None/4/
 3 Place des Bergues         the Board and    Management Company
 1201 Geneva, Switzerland    Principal
 Age: 64                     Executive
                             Officer
- -------------------------------------------------------------------------------------------------------------
 Charles Wolf, Jr.           Director         Economic Adviser and Corporate                $ 21,500
 1700 Main Street                             Fellow in International Economics,
 Santa Monica, CA 90407                       The RAND Corporation
 Age: 75
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
                                 TOTAL COMPENSATION
                               (INCLUDING VOLUNTARILY
                                      DEFERRED
                                COMPENSATION/1/) FROM
                                ALL FUNDS MANAGED BY          TOTAL NUMBER
                                CAPITAL RESEARCH AND            OF FUND
                                 MANAGEMENT COMPANY              BOARDS
                            OR ITS AFFILIATES/2/ FOR THE        ON WHICH
  NAME, ADDRESS AND AGE     YEAR ENDED NOVEMBER 30, 1999   DIRECTOR SERVES/2/
- ------------------------------------------------------------------------------
<S>                         <C>                           <C>
 H. Frederick Christie               $204,200/3/                   19
 P.O. Box 144
 Palos Verdes Estates, CA
 90274
 Age: 66
- ------------------------------------------------------------------------------
 + Paul G. Haaga, Jr.                  None/4/                     15
 333 South Hope Street
 Los Angeles, CA 90071
 Age: 51
- ------------------------------------------------------------------------------
 Mary Myers Kauppila                 $115,500/3/                    5
 One Winthrop Square
 Boston, MA 02110
 Age: 45
- ------------------------------------------------------------------------------
 Gail L. Neale                       $95,500/3/                     5
 The Lovejoy Consulting
 Group
 154 Prospect Parkway
 Burlington, VT 05401
 Age: 65
- ------------------------------------------------------------------------------
 Robert J. O'Neill                   $  50,250                      3
 Whitney, OXON
 United Kingdom
 Age: 63
- ------------------------------------------------------------------------------
 Donald E. Petersen                  $100,500/3/                    5
 255 East Brown
 Birmingham, MI 48009
 Age: 73
- ------------------------------------------------------------------------------
 Stefanie Powers                     $  39,000                      2
 2661 Hutton Drive
 Beverly Hills, CA 90210
 Age: 57
- ------------------------------------------------------------------------------
 Frank Stanton                       $  44,000                      2
 25 West 52nd Street
 New York, NY 10019
 Age: 91
- ------------------------------------------------------------------------------
 + Thierry Vandeventer                 None/4/                      2
 3 Place des Bergues
 1201 Geneva, Switzerland
 Age: 64
- ------------------------------------------------------------------------------
 Charles Wolf, Jr.                   $  43,000                      2
 1700 Main Street
 Santa Monica, CA 90407
 Age: 75
- ------------------------------------------------------------------------------
</TABLE>



                 Capital World Growth and Income Fund - Page 10


<PAGE>




                 Capital World Growth and Income Fund - Page 11


<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.
1  Amounts may be deferred by eligible Directors under a non-qualified deferred
  compensation plan adopted by the fund in 1993. Deferred amounts accumulate at
  an earnings rate determined by the total return of one or more funds in The
  American Funds Group as designated by the Directors.

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 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 Directors is as follows: H. Frederick Christie
  ($79,204), Mary Myers Kauppila ($141,189), Gail L. Neale ($78,310), Donald E.
  Petersen ($62,520). Amounts deferred and accumulated earnings thereon are not
  funded and are general unsecured liabilities of the fund until paid to the
  Directors.

4 Paul G. Haaga, Jr. and Thierry Vandeventer are affiliated with the Investment
  Adviser and, accordingly, receive no compensation from the fund.


                 Capital World Growth and Income Fund - Page 12


<PAGE>



                                    OFFICERS


<TABLE>
<CAPTION>
                               POSITION(S)     PRINCIPAL OCCUPATION(S) DURING
   NAME AND ADDRESS     AGE  WITH REGISTRANT            PAST 5 YEARS
- -------------------------------------------------------------------------------
<S>                     <C>  <C>              <C>
Stephen E. Bepler       57   Senior Vice      Senior Vice President, Capital
630 Fifth Avenue             President        Research Company*
New York, NY 10111
- -------------------------------------------------------------------------------
Mark E. Denning         42   Senior Vice      Director, Capital Research and
25 Bedford Street            President        Management Company. Senior Vice
London, England WC2E                          President, Capital Research
9HN                                           Company*
- -------------------------------------------------------------------------------
Gina H. Despres         58   Executive Vice   Senior Vice President, Capital
3000 K Street, NW            President        Research and Management Company
Washington, DC  20007
- -------------------------------------------------------------------------------
Gregg E. Ireland        50   Senior Vice      Senior Vice President, Capital
3000 K Street, NW            President        Research and Management Company
Washington, DC  20007
- -------------------------------------------------------------------------------
Janet A. McKinley       45   Senior Vice      Director, Capital Research and
630 Fifth Avenue             President        Management Company. Senior Vice
New York, NY 10111                            President, Capital Research
                                              Company*
- -------------------------------------------------------------------------------
Carl M. Kawaja          35   Vice President   Vice President, Capital Research
P.O. Box 7650                                 Company*
San Francisco, CA
94120
- -------------------------------------------------------------------------------
Vincent P. Corti        43   Secretary        Vice President - Fund Business
333 South Hope Street                         Management Group, Capital
Los Angeles, CA 90071                         Research and Management Company
- -------------------------------------------------------------------------------
R. Marcia Gould         45   Treasurer        Vice President - Fund Business
135 S. State College                          Management Group, Capital
Blvd.                                         Research and Management Company
Brea, CA 92821
- -------------------------------------------------------------------------------
</TABLE>


* Company affiliated with Capital Research and Management Company.

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 Director who is a
director, officer or employee of the Investment Adviser or affiliated companies.
The fund pays annual fees of $12,500 to Directors who are not affiliated with
the Investment Adviser, plus $1,000 for each Board of Directors meeting
attended, plus $500 for each meeting attended as a member of a committee of the
Board of Directors. No pension or retirement benefits are accrued as part of
fund expenses. The Directors may elect, on a voluntary basis, to defer all or a
portion of their fees through a deferred compensation plan in effect for the
fund. The fund also reimburses certain expenses of the Directors who are not
affiliated with the Investment Adviser. As of February 29, 2000 the officers and
Directors of the fund and their families, as a group, owned beneficially or of
record less than 1% of the outstanding shares of the fund.


                 Capital World Growth and Income Fund - Page 13

<PAGE>


                                   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 October 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 Directors, or by the
vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the fund, and (ii) the vote of a majority of Directors who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval. The Agreement provides that the Investment Adviser has no
liability to the fund for its acts or omissions in the performance of its
obligations to the fund not involving willful misconduct, bad faith, gross
negligence or reckless disregard of its obligations under the Agreement. The
Agreement also provides that either party has the right to terminate it, without
penalty, upon 60 days' written notice to the other party, and that the Agreement
automatically terminates in the event of its assignment (as defined in the 1940
Act).


The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of persons
to perform the executive, administrative, clerical and bookkeeping functions of
the fund, and provides suitable office space, necessary small office equipment
and utilities, general purpose accounting forms, supplies, and postage used at
the offices of the fund. The fund pays all expenses not assumed by the
Investment Adviser, including, but not limited to, custodian, stock transfer and
dividend disbursing fees and expenses; costs of the designing, printing and
mailing of reports, prospectuses, proxy statements, and notices to its
shareholders; taxes; expenses of the issuance and redemption of shares of the
fund (including stock certificates, registration and qualification fees and
expenses); expenses pursuant to the fund's 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.


As compensation for its services, the Investment Adviser receives a monthly fee
which is accrued daily, calculated at the annual rate of 0.60% of the first $500
million of average net assets; 0.50% of such assets in excess of $500 million
but not exceeding $1 billion; 0.46% of


                 Capital World Growth and Income Fund - Page 14

<PAGE>


such assets in excess of $1 billion but not exceeding $1.5 billion; 0.43% of
such assets in excess of $1.5 billion but not exceeding $2.5 billion; 0.41% of
such assets in excess of $2.5 billion but not exceeding $4 billion; 0.40% of
such assets in excess of $4 billion but not exceeding $6.5 billion; 0.395% of
such assets in excess of $6.5 billion but not exceeding $10.5 billion; and 0.39%
of such assets in excess of $10.5 billion.


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 November 30, 1999, 1998, and 1997, the Investment
Adviser received advisory fees of $39,132,000, $34,372,000, and $27,481,000,
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 $3,947,000 after allowance of $18,891,000 to dealers. During the
fiscal years ended 1998 and 1997 the Principal Underwriter retained $5,280,000
and $7,994,000, respectively on sales of Class A shares after an allowance of
$25,992,000 and $40,304,000 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
Directors and separately by a majority of the directors who are not "interested
persons" of the fund and who have no direct or indirect financial interest in
the operation of the Plans or the Principal Underwriting Agreement. The officers
and directors who are "interested persons" of the fund may be considered to have
a direct or indirect financial interest in the operation of the 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 directors who are not "interested
persons" of the fund are committed to the discretion of the directors who are
not "interested persons" during the existence of the Plans. Plan expenses are
reviewed quarterly and the Plans must be renewed annually by the Board of
Directors.


                 Capital World Growth and Income Fund - Page 15

<PAGE>


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 Directors 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, the fund paid or accrued $22,383,000 for
compensation to dealers or the Principal Underwriter under the Plan for Class A
shares. As of November 30, 1999, accrued and unpaid distribution expenses were
$5,532,000.


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 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


                 Capital World Growth and Income Fund - Page 16

<PAGE>


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.


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.


                 Capital World Growth and Income Fund - Page 17

<PAGE>


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


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


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


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


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


The fund will be required to report to the IRS all distributions of investment
company taxable income and capital gains as well as gross proceeds from the
redemption or exchange of fund shares, except in the case of certain exempt
shareholders. Under the backup withholding provisions of Section 3406 of the
Code, distributions of investment company taxable income and capital gains and
proceeds from the redemption or exchange of the shares of a regulated investment
company may be subject to withholding of federal income tax at the rate of 31%
in the case of non-exempt U.S. shareholders who fail to furnish the investment
company with their


                 Capital World Growth and Income Fund - Page 18

<PAGE>


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.


Dividend and interest income received by the fund from sources outside the U.S.
may be subject to withholding and other taxes imposed by such foreign
jurisdictions. Tax conventions between certain countries and the U.S. may reduce
or eliminate these foreign taxes, however. Most foreign countries do not impose
taxes on capital gains in respect of investments by foreign investors.


The fund may make the election permitted under Section 853 of the Code so that
shareholders may (subject to limitations) be able to claim a credit or deduction
on their federal income tax returns for, and will be required to treat as part
of the amounts distributed to them, their pro rata portion of qualified taxes
paid by the Fund to foreign countries (which taxes relate primarily to
investment income). The fund may make an election under Section 853 of the Code,
provided that more than 50% of the value of the total assets of the fund at the
close of the taxable year consists of securities in foreign corporations. The
foreign tax credit available to shareholders is subject to certain limitations
imposed by the Code.


Under the Code, gains or losses attributable to fluctuations in exchange rates
which occur between the time the fund accrues receivables or liabilities
denominated in a foreign currency and the time the fund actually collects such
receivables, or pays such liabilities, generally are treated as ordinary income
or ordinary loss. Similarly, on disposition of debt securities denominated in a
foreign currency and on disposition of certain futures contracts, forward
contracts and options, gains or losses attributable to fluctuations in the value
of foreign currency between the date of acquisition of the security or contract
and the date of disposition are also treated as ordinary gain or loss. These
gains or losses, referred to under the Code as "Section 988" gains or losses,
may increase or decrease the amount of the fund's investment company taxable
income to be distributed to its shareholders as ordinary income.


If the fund invests in stock of certain passive foreign investment companies,
the fund may be subject to U.S. federal income taxation on a portion of any
"excess distribution" with respect to, or gain from the disposition of, such
stock. The tax would be determined by allocating such distribution or gain
ratably to each day of the fund's holding period for the stock. The distribution
or gain so allocated to any taxable year of the fund, other than the taxable
year of the excess distribution or disposition, would be taxed to the fund at
the highest ordinary income rate in effect for such year, and the tax would be
further increased by an interest charge to reflect the value of the tax deferral
deemed to have resulted from the ownership of the foreign company's stock. Any
amount of distribution or gain allocated to the taxable year of the distribution
or disposition would


                 Capital World Growth and Income Fund - Page 19

<PAGE>


be included in the fund's investment company taxable income and, accordingly,
would not be taxable to the fund to the extent distributed by the fund as a
dividend to its shareholders.


To avoid such tax and interest, the fund intends to elect to treat these
securities as sold on the last day of its fiscal year and recognize any gains
for tax purposes at that time. Under this election, deductions for losses are
allowable only to the extent of any prior recognized gains, and both gains and
losses will be treated as ordinary income or loss. The fund will be required to
distribute any resulting income, even though it has not sold the security and
received cash to pay such 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.


                 Capital World Growth and Income Fund - Page 20

<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--


                 Capital World Growth and Income Fund - Page 21

<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>



                 Capital World Growth and Income Fund - Page 22

<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


                 Capital World Growth and Income Fund - Page 23

<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


                 Capital World Growth and Income Fund - Page 24

<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


                 Capital World Growth and Income Fund - Page 25

<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.


                 Capital World Growth and Income Fund - Page 26

<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:


                 Capital World Growth and Income Fund - Page 27

<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).


                 Capital World Growth and Income Fund - Page 28

<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 of prices at which you will be
purchasing and redeeming shares of the fund, since such prices generally reflect
the previous day's closing price whereas purchases and redemptions are made at
the next calculated price.


The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily 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


                 Capital World Growth and Income Fund - Page 29

<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 3% of the outstanding
shares of the fund without the consent of a majority of the fund's Board of
Directors.


                                 SELLING SHARES

Shares are sold at the net asset value next determined after your request is
received in good order by the Transfer Agent. 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).


                 Capital World Growth and Income Fund - Page 30

<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


                 Capital World Growth and Income Fund - Page 31

<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


                 Capital World Growth and Income Fund - Page 32

<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.


                 Capital World Growth and Income Fund - Page 33

<PAGE>


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


While payment of redemptions normally will be in cash, the fund's articles of
incorporation permit payment of the redemption price wholly or partly in
securities or other property included in the assets belonging to the fund when
in the opinion of the fund's Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or undesirable.


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.


Brokerage commissions paid on portfolio transactions for the fiscal years ended
November 30, 1999, 1998 and 1997, amounted to $10,073,000, $9,076,000 and
$6,500,000, 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


                 Capital World Growth and Income Fund - Page 34

<PAGE>


agent, and performs other related shareholder service functions. American Funds
Service Company was paid a fee of $6,871,000 for the 1999 fiscal year.


INDEPENDENT ACCOUNTANTS - PricewaterhouseCoopers LLP, 400 South Hope Street, Los
Angeles, CA  90071, serves as the fund's independent accountants providing audit
services, preparation of tax returns and review of certain documents to be filed
with the Securities and Exchange Commission. The financial statements included
in this Statement of Additional Information from the Annual Report have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing. The selection of the fund's independent accountants is reviewed and
determined annually by the Board of Directors.


PROSPECTUSES AND REPORTS TO SHAREHOLDERS - The fund's fiscal year ends on
November 30. 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 accountants,
PricewaterhouseCoopers 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.


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


             DETERMINATION OF NET ASSET VALUE, REDEMPTION PRICE AND
    MAXIMUM OFFERING PRICE PER SHARE FOR CLASS A SHARES -- NOVEMBER 30, 1999

<TABLE>
<CAPTION>
<S>                                                               <C>
Net asset value and redemption price per share
  (Net assets divided by shares outstanding) . . . . . . . . .      $29.03
Maximum offering price per share
  (100/94.25 of net asset value per share,
  which takes into account the fund's current maximum
  sales charge). . . . . . . . . . . . . . . . . . . . . . . .      $30.80
</TABLE>





                 Capital World Growth and Income Fund - Page 35

<PAGE>


            CLASS A SHARE INVESTMENT RESULTS AND RELATED STATISTICS

The fund's yield was 1.62% based on a 30-day (or one month) period ended
November 30, 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 may also calculate a distribution rate on a taxable and tax equivalent
basis. The distribution rate is computed by dividing the dividends paid by the
fund over the last 12 months by the sum of the month-end net asset value or
maximum offering price and the capital gains paid over the last 12 months. The
distribution rate may differ from the yield.


The fund's one-year total return, five-year average annual total return, and
lifetime average annual total return for periods ended November 30, 1999 were
12.22%, 17.37%, and 16.28% respectively.  The fund's one-year total return,
five-year average annual total return, and lifetime average annual total return
at net asset value for the periods ended November 30, 1999 were 19.08%, 18.77%,
and 17.31% 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 5.75% from the $1,000 initial investment; (2)
reinvestment of dividends and distributions at net asset value on the
reinvestment date determined by the Board; and (3) a complete redemption at the
end of any period illustrated. In addition, the fund will provide lifetime
average total return figures. 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 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


                 Capital World Growth and Income Fund - Page 36

<PAGE>


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).


                 Capital World Growth and Income Fund - Page 37

<PAGE>




                                    APPENDIX
                          Description of Bond Ratings

BOND RATINGS - The ratings of Moody's Investors Service, Inc. (Moody's) and
Standard & Poor's Corporation (S&P) represent their opinions as to the quality
of the municipal bonds which they undertake to rate.  It should be emphasized,
however, that ratings are general and are not absolute standards of quality.
 Consequently, municipal bonds with the same maturity, coupon and rating may
have different yields, while municipal bonds of the same maturity and coupon
with different ratings may have the same yield.


Moody's rates the long-term debt securities issued by various entities from
- -------
"Aaa" to "C."  Moody's applies the numerical modifiers 1, 2, and 3 in each
generic rating classification from Aa through B in its corporate bond rating
system.  The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.  Ratings are described as follows:


"Bonds which are rated Aaa are judged to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as 'gilt edge.'
 Interest payments are protected by a large or by an exceptionally stable
margin, and principal is secure.  While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues."


"Bonds which are rated Aa are judged to be of high quality by all standards.
 Together with the Aaa group, they comprise what are generally known as
high-grade bonds.  They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other elements
present which make the long-term risks appear somewhat larger than the Aaa
securities."


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


"Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured.  Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time.  Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well."


"Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well assured.  Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position characterizes
bonds in this class."


"Bonds which are rated B generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small."


                 Capital World Growth and Income Fund - Page 38

<PAGE>


"Bonds which are rated Caa are of poor standing.  Such issues may be in default
or there may be present elements of danger with respect to principal or
interest."


"Bonds which are rated Ca represent obligations which are speculative in a high
degree.  Such issues are often in default or have other marked shortcomings."


"Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing."


S & P rates the long-term securities debt of various entities in categories
- -----
ranging from "AAA" to "D" according to quality.  The ratings from "AA" to "CCC"
may be modified by the addition of a plus (+) or minus (-) sign to show relative
standing within the major rating categories.  Ratings are described as follows:


"Debt rated 'AAA' has the highest rating assigned by S & P.  Capacity to pay
interest and repay principal is extremely strong."


"Debt rated 'AA' has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree."


"Debt rated 'A' has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories."


"Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and
repay principal.  Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories."


"Debt rated 'BB' has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The 'BB'
rating category is also used for debt subordinated to senior debt that is
assigned an actual or impled 'BBB-' rating.


"Debt rated 'B' has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments.  Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.  The 'B' rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-'
rating."


"The rating 'CC' is typically applied to debt subordinated to senior debt that
is assigned an actual or implied 'CCC' rating."


"The rating 'C' is typically applied to debt subordinated to senior debt which
is assigned an actual or implied 'CCC-' debt rating.  The 'C' rating may be used
to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued."


"The rating 'C1' is reserved for income bonds on which no interest is being
paid."


                 Capital World Growth and Income Fund - Page 39

<PAGE>


"Debt rated 'D' is in payment default.  The 'D' rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period.  The 'D' rating also will be used upon
the filing of a bankruptcy petition if debt service payments are jeopardized."


                 Capital World Growth and Income Fund - Page 40


<TABLE>
<S>                                               <C>
CAPITAL WORLD GROWTH AND INCOME FUND
Investment Portfolio November 30, 1999
 INVESTMENT MIX

Largest Industry Holdings

Equity Securities                                 93.9%

Diversified Telecommunication Services            12.8
Banking                                           10.3
Health & Personal Care                            4.8
Utilities: Electric & Gas                         4.7
Electrical & Electronics                          4.6
Other Industries                                  56.7

Bonds and Notes                                   1.5
Cash & Equivalents                                4.6

Largest Individual                                                        Percent of
Equity Holdings                                   Country                 Net Assets

Telecom Italia                                    Italy                         2.63%
Mannesmann                                        Germany                        2.10
Telefonaktiebolaget LM Ericsson                   Sweden                         1.40
Northeast Utilities                               USA                            1.38
AstraZeneca                                       United Kingdom                 1.32
ING Groep                                         Netherlands                    1.15
Williams Companies                                USA                            1.13
Micron Technology                                 USA                            1.07
Telefonos de Mexico                               Mexico                         1.06
Dixons Group                                      United Kingdom                 1.04
</TABLE>

<TABLE>
<S>                                                                                  <C>                <C>            <C>
Capital World Growth and Income Fund
Investment Portfolio, November 30, 1999

Equity Securitites                                                                            Shares or         Market      Percent
(common and preferred stocks and                                                              Principal          Value       Of Net
 convertible debentures)                                                                         Amount     (Millions)       Assets
- --------------------------------------------                                                   --------       --------     --------

DIVERSIFIED TELECOMMUNICATION SERVICES  -  12.76%
Telecom Italia SpA, nonconvertible savings shares (Italy)                                     30,651,752       $165.166
Telecom Italia SpA                                                                             9,008,775         98.520        2.63%
Telefonos de Mexico, SA de CV, Class L(ADR)(Mexico)                                            1,032,300         95.552
Telefonos de Mexico, SA de CV 4.25% convertible debentures 2004                            $  9,220,000          10.522         1.06
Deutsche Telekom AG(Germany)                                                                   1,779,800        101.890         1.02
Tele Danmark AS(Denmark)                                                                         759,800         48.985
Tele Danmark AS, Class B(ADR)                                                                  1,130,200         36.096          .85
Telecom Corp. of New Zealand Ltd.(New Zealand)(1)                                              6,963,810         29.785
Telecom Corp. of New Zealand Ltd.                                                              6,465,800         27.655
Telecom Corp. of New Zealand Ltd.(ADR)                                                           720,700         24.143          .82
Koninklijke PTT Nederland NV(Netherlands)                                                      1,296,946         72.223          .72
Telefonica, SA(Spain)(2)                                                                       3,375,578         70.020          .70
U S WEST, Inc.(USA)                                                                            1,036,500         64.328          .64
Telecom Argentina STET-France Telecom SA,                                                      1,911,700         56.156          .56
  Class B(ADR)(Argentina)
British Telecommunications PLC(United Kingdom)                                                 2,000,000         42.464          .42
Korea Telecom Corp.(ADR)(South Korea)(2)                                                         744,500         39.458          .39
Portugal Telecom, SA(Portugal)(2)                                                              3,975,000         38.227          .38
France Telecom SA(France)                                                                        300,000         34.772          .35
Embratel Participacoes SA(ADR)(Brazil)                                                         1,500,000         27.938          .28
Nortel Inversora SA, preferred, Class B(ADR)(Argentina)                                        1,465,000         27.469          .27
Hellenic Telecommunications Organization SA(Greece)                                            1,234,000         26.451          .26
Telefonica de Argentina SA, Class B(ADR)(Argentina)                                            1,000,000         26.313          .26
eircom PLC(Ireland)                                                                            6,000,000         23.866          .24
Swisscom AG(Switzerland)                                                                          68,126         23.121          .23
Teleglobe Inc.(Canada)                                                                           808,100         20.058          .20
AT&T Corp.(USA)                                                                                  350,000         19.556          .20
Philippine Long Distance Telephone Co.(ADR)(Philippines)                                         750,000         15.375          .15
Nippon Telegraph and Telephone Corp.(Japan)                                                          534          9.620          .10
BCT.TELUS Communications Inc.(Canada)                                                            104,934          2.162          .02
Compania de Telecomunicaciones de Chile SA(ADR)(Chile)                                            22,900           .421          .01

BANKING  -  10.26%
Australia and New Zealand Banking Group Ltd.(Australia)                                        9,528,232         68.613          .69
Toronto-Dominion Bank(Canada)                                                                  2,515,500         60.592          .61
ABN AMRO Holding NV(Netherlands)                                                               2,486,414         60.517          .60
Royal Bank of Canada(Canada)                                                                   1,259,200         56.817          .57
First Union Corp.(USA)                                                                         1,329,700         51.443          .51
Westpac Banking Corp.(Australia)                                                               7,217,400         48.641          .49
Washington Mutual, Inc.(USA)                                                                   1,630,000         47.270          .47
Bank Hapoalim Ltd.(Israel)                                                                    17,000,000         44.897          .45
Wells Fargo & Co.(USA)                                                                           900,000         41.850          .42
Siam Commercial Bank PCL 5.25% convertible                                                    28,600,000         30.258
  preferred(Thailand)(2)
Siam Commercial Bank PCL warrants, expire 2002(2)                                             28,600,000          9.719          .40
Safra Republic Holdings SA(Luxembourg)                                                           532,000         38.304          .38
Hang Seng Bank Ltd.(Hong Kong)                                                                 3,300,000         36.650          .37
Commonwealth Bank of Australia(Australia)                                                      2,139,172         35.331          .35
Banque Nationale de Paris(France)                                                                347,500         31.844
Banque Nationale de Paris, guaranteed value                                                       97,500           .418          .32
  certificates, expire 2002(2)
Bank of the Philippine Islands(Philippines)                                                   12,154,520         32.095          .32
National Australia Bank Ltd.(Australia)                                                        2,058,227         29.748          .30
Sakura Bank, Ltd.(Japan)                                                                       4,000,000         29.730          .30
Asahi Bank, Ltd.(Japan)                                                                        4,150,000         29.211          .29
Unidanmark A/S, Class A(Denmark)                                                                 380,000         28.822          .29
Bank of Scotland(United Kingdom)                                                               2,214,424         26.350          .26
SunTrust Banks, Inc.(USA)                                                                        365,000         25.504          .25
Bank of Nova Scotia(Canada)                                                                    1,128,400         24.347          .24
Fuji Bank, Ltd.(Japan)                                                                         1,700,000         20.451          .20
Bank Leumi le-Israel B.M.(Israel)                                                             10,250,000         18.896          .19
BANK ONE CORP.(USA)                                                                              484,000         17.061          .17
Chase Manhattan Corp.(USA)                                                                       200,000         15.450          .15
Wilmington Trust Corp.(USA)                                                                      300,000         15.112          .15
National Bank of Canada(Canada)                                                                1,076,100         12.632          .13
Unibanco-Uniao de Bancos Brasileiros SA, units(GDR)(Brazil)                                      480,000         11.310          .11
Sanwa International Finance (Bermuda) Trust 1.25% preferred                                  849,000,000          9.089          .09
   share units 2005(Japan)(1)
Skandinaviska Enskilda Banken AB, Class A(Sweden)                                                800,000          7.621
Skandinaviska Enskilda Banken AB, rights 1999(2)                                                 105,000           .109          .08
Dah Sing Financial Holdings Ltd.(Hong Kong)                                                    1,500,000          6.355          .06
Banco de Galicia y Buenos Aires SA, Class B(ADR)(Argentina)                                      222,081          4.539          .05

HEALTH & PERSONAL CARE  -  4.84%
AstraZeneca PLC(United Kingdom)                                                                2,944,833        131.684         1.32
Elan Corp., PLC(ADR)(Ireland)(2)                                                               2,360,000         64.605
Elan Finance Corp. 0.00% convertible debentures 2018(1)                                      $29,000,000         14.863
Athena Neurosciences, Inc. 4.75% convertible debentures 2004                                 $12,000,000         12.090          .92
Glaxo Wellcome PLC(United Kingdom)                                                             2,000,000         60.976          .61
Pfizer Inc(USA)                                                                                1,614,000         58.407          .58
Forest Laboratories, Inc.(USA)(2)                                                                750,000         38.391          .38
Merck & Co., Inc.(USA)                                                                           289,400         22.718          .23
Kimberly-Clark Corp.(USA)                                                                        300,000         19.163          .19
PLIVA d.d.(GDR)(Croatia)                                                                       1,500,000         18.225          .18
Luxottica Group SpA(ADR)(Italy)                                                                1,040,700         18.212          .18
Eli Lilly and Co.(USA)                                                                           200,000         14.350          .14
Fujisawa Pharmaceutical Co. Ltd.(Japan)                                                          300,000          8.136          .08
Celera Genomics Group(USA)(2)                                                                     50,000          3.062          .03

UTILITIES: ELECTRIC & GAS  -  4.74%
Northeast Utilities(USA)                                                                       6,525,000        137.841         1.38
Williams Companies, Inc.(USA)                                                                  3,370,000        113.737         1.13
Columbia Energy Group(USA)                                                                       885,000         55.534          .55
El Paso Energy Corp.(USA)                                                                      1,014,100         39.043          .39
Niagara Mohawk Holdings, Inc.(USA)(2)                                                          1,850,000         27.750          .28
National Power PLC(United Kingdom)                                                             3,830,000         24.092          .24
MidAmerican Energy Holdings Co.(USA)(2)                                                          500,000         16.719          .17
Scottish and Southern Energy PLC(United Kingdom)                                               2,079,138         15.135          .15
Kinder Morgan, Inc.(USA)                                                                         547,500         11.121          .11
Australian Gas Light Co.(Australia)                                                            1,781,610          9.935          .10
Empresa Nacional de Electricidad SA(ADR)(Chile)                                                  598,487          8.005          .08
National Fuel Gas Co.(USA)                                                                       127,000          6.358          .06
NICOR Inc.(USA)                                                                                  175,000          6.070          .06
Scottish Power PLC(United Kingdom)                                                               400,000          3.544          .04

ELECTRICAL & ELECTRONICS  -  4.55%
Telefonaktiebolaget LM Ericsson, Class B(Sweden)                                               2,600,000        126.132
Telefonaktiebolaget LM Ericsson, Class B(ADR)                                                    300,000         14.456         1.40
Toshiba Corp.(Japan)                                                                           8,000,000         59.146          .59
Siemens AG(Germany)                                                                              555,000         55.944          .56
Premier Farnell PLC(United Kingdom)                                                            7,400,000         40.165          .40
Hitachi, Ltd.(Japan)                                                                           2,500,000         34.702          .35
NEC Corp.(Japan)                                                                               1,300,000         30.523          .31
Chartered Semiconductor Manufacturing Ltd(ADR)(Singapore)(2)                                     569,100         30.305          .30
Elektrim SA 3.75% convertible debentures 2004(Poland)                                    EURO17,000,000          13.866
Elektrim SA(2)                                                                                 1,500,000         11.213
Elektrim SA 2.00% convertible debentures 2004                                               DM9,000,000           4.078          .29
Matsushita Communication Industrial Co., Ltd.(Japan)                                             100,000         19.295          .19
General Electric Co.(USA)                                                                        125,000         16.250          .16

WIRELESS TELECOMMUNICATION SERVICES  -  4.39%
Mannesmann AG(ADR)(Germany)                                                                      938,250        197.033
Mannesmann AG                                                                                     62,500         12.990         2.10
NTT Mobile Communications Network, Inc.(Japan)                                                     2,165         76.301          .76
Telecom Italia Mobile SpA, savings shares(Italy)                                              12,565,800         48.565
Telecom Italia Mobile SpA                                                                      2,224,200         17.354          .66
TELECEL - Comunicacoes Pessoais, SA(Portugal)                                                  1,780,000         23.553          .23
Telesp Celular Participacoes SA, preferred nominative(Brazil)                                347,480,700         16.833
Telesp Celular Participacoes SA, ordinary nominative                                          32,000,000           .959          .18
Nextel Communications, Inc., Series D, 13.00%                                                     15,409         16.334          .16
  preferred 2009(USA)(4)
SmarTone Telecommunications Holdings Ltd.(Hong Kong -                                          2,000,000          9.812          .10
   Incorporated in Bermuda)
Mobistar NV(Belgium)(2)                                                                          150,000          7.142          .07
DDI Corp.(Japan)                                                                                     500          6.940          .07
Crown Castle International Corp. 12.75% preferred 2010(USA)(4)                                     5,493          5.715          .06

DATA PROCESSING & REPRODUCTION  -  3.52%
Computer Associates International, Inc.(USA)                                                   1,250,000         81.250          .81
Fujitsu Ltd.(Japan)                                                                            1,000,000         35.637
Fujitsu Ltd., warrants, expire 2000(2)                                                             3,170         30.432          .66
3Com Corp.(USA)(2)                                                                             1,600,000         63.700          .64
Microsoft Corp.(USA)(2)                                                                          668,000         60.819          .61
Oracle Corp.(USA)(2)                                                                             770,000         52.216          .52
Hewlett-Packard Co.(USA)                                                                         300,000         28.462          .28

BEVERAGES & TOBACCO  -  3.31%
Imperial Tobacco Ltd.(United Kingdom)                                                          7,290,295         76.122          .76
Foster's Brewing Group Ltd.(Australia)                                                        22,950,000         61.620          .62
Philip Morris Companies Inc.(USA)                                                              2,300,000         60.519          .60
Gallaher Group PLC(United Kingdom)                                                             9,500,000         50.047          .50
R.J. Reynolds Tobacco Holdings, Inc.(USA)                                                      1,975,000         42.092          .42
Swedish Match AB(Sweden)                                                                       4,000,000         14.301          .14
Coca-Cola West Japan Co. Ltd.(Japan)                                                             200,000          8.072          .08
Coca-Cola Amatil Ltd.(Australia)                                                               1,951,629          6.126          .06
UST Inc.(USA)                                                                                    200,000          5.325          .05
Coca-Cola Beverages PLC(United Kingdom)(2)                                                     2,006,362          3.940          .04
Asahi Breweries, Ltd.(Japan)                                                                     318,000          3.772          .04

MERCHANDISING  -  3.31%
Dixons Group PLC(United Kingdom)                                                               4,890,000        104.126         1.04
Loblaw Companies Ltd.(Canada)                                                                  1,480,000         34.645          .34
MYCAL Corp.(Japan)                                                                             5,678,000         27.725          .28
Tesco PLC(United Kingdom)                                                                      9,786,721         26.404          .26
Limited Inc.(USA)                                                                                513,700         21.800          .22
Safeway PLC(United Kingdom)                                                                    6,500,000         19.276          .19
J.C. Penney Co., Inc.(USA)                                                                       800,000         17.850          .18
Albertson's, Inc.(USA)                                                                           554,400         17.706          .18
Kingfisher PLC(United Kingdom)                                                                 1,696,431         15.789          .16
Lowe's Companies, Inc.(USA)                                                                      300,000         14.944          .15
Dollar General Corp.(USA)                                                                        510,000         12.495          .12
Coles Myer Ltd.(Australia)                                                                     1,550,882          7.900          .08
Woolworths Ltd.(Australia)                                                                     2,300,385          7.777          .08
George Weston Ltd.(Canada)                                                                        83,300          2.798          .03

MULTI-INDUSTRY  -  3.27%
Orkla AS, Class A(Norway)                                                                      1,581,714         24.329
Orkla AS, Class B                                                                              1,404,000         21.770          .46
Thyssen Krupp AG(Germany)(2)                                                                   1,635,000         42.972          .43
Williams PLC(United Kingdom)                                                                   8,000,000         41.443          .41
Invensys PLC(United Kingdom)                                                                   7,980,000         37.071          .37
Stinnes AG(Germany)(2)                                                                         1,800,000         34.983          .35
Swire Pacific Ltd., Class A(Hong Kong)                                                         4,000,000         22.972          .23
JG Summit Holdings, Inc. 3.50% convertible                                                   $26,000,000         20.020          .20
   debentures 2003(Philippines)
Lend Lease Corp. Ltd. (Australia)                                                              1,339,078         17.094          .17
Ayala Corp. 3.00% convertible debentures 2000(Philippines)                                   $10,000,000         12.525          .12
TI Group PLC(United Kingdom)                                                                   1,790,400         12.262          .12
AlliedSignal Inc.(USA)                                                                           200,000         11.963          .12
Harsco Corp.(USA)                                                                                363,600         10.840          .11
Canadian Pacific Ltd.(Canada)                                                                    400,000          8.675          .09
Berkshire Hathaway Inc., Class A(USA)(2)                                                              98          5.615          .06
FMC Corp.(USA)(2)                                                                                 70,000          3.395          .03

ELECTRONIC COMPONENTS  -  3.24%
Micron Technology, Inc.(USA)(2)                                                                1,600,000        107.400         1.07
Advanced Micro Devices, Inc.(USA)(2)                                                           2,500,000         70.625          .71
Hoya Corp.(Japan)                                                                                430,000         31.325          .31
Murata Manufacturing Co., Ltd.(Japan)                                                            180,000         29.982          .30
Rohm Co., Ltd.(Japan)                                                                            100,000         27.249          .27
Corning Inc.(USA)                                                                                203,100         19.028          .19
NatSteel Electronics Ltd. 1.50% convertible                                                  $18,000,000         18.765          .19
   debentures 2004(Singapore)(1)
Intel Corp.(USA)                                                                                 200,000         15.338          .15
Altera Corp.(USA)(2)                                                                             100,000          5.388          .05

FOREST PRODUCTS & PAPER  -  3.14%
Fort James Corp.(USA)                                                                          2,100,000         60.375          .60
Georgia-Pacific Corp., Georgia-Pacific Group(USA)                                                800,000         31.850
Georgia-Pacific Corp., Timber Group                                                              750,000         18.609          .50
Smurfit-Stone Container Corp.(USA)(2)                                                          2,471,300         47.418          .47
Metsa-Serla Oy 4.375% convertible debentures 2002(Finland)                                   $30,000,000         29.100          .29
Bowater Inc.(USA)                                                                                500,000         24.500          .25
International Paper Co.(USA)                                                                     445,560         23.253          .23
Consolidated Papers, Inc.(USA)                                                                   750,000         21.938          .22
Champion International Corp.(USA)                                                                330,000         18.294          .18
Kimberly-Clark de Mexico, SA de CV(Mexico)                                                     4,400,000         16.520          .17
Sonoco Products Co.(USA)                                                                         577,500         13.283          .13
UPM-Kymmene Corp.(Finland)                                                                       287,000          9.595          .10

BROADCASTING & PUBLISHING  -  3.11%
Telefonica Publicidad e Informacion, SA(Spain)(2)                                              2,178,200         66.023          .66
AT&T Corp. - Liberty Media Group(USA)(2)                                                       1,500,000         62.719          .63
Viacom Inc., Class B(USA)(2)                                                                     775,000         38.556          .38
Time Warner Inc.(USA)                                                                            615,100         37.944          .38
Mediaset SpA(Italy)                                                                            2,200,000         25.132          .25
Seat Pagine Gialle SpA(Italy)                                                                  6,000,000         12.150
Seat Pagine Gialle SpA, savings shares                                                         7,000,000          8.106          .20
ProSieben Media AG(Germany)                                                                      400,000         18.617          .19
United Pan-Europe Communications NV(Netherlands)(2)                                              175,600         17.241          .17
News Corp. Ltd., preferred(Australia)                                                          1,942,760         15.116          .15
CANAL+(France)                                                                                   118,712          9.814          .10

BUSINESS SERVICES  -  2.74%
TNT Post Groep(Netherlands)                                                                    3,121,547         79.842          .80
Hays PLC(United Kingdom)                                                                       2,560,000         39.029          .39
Brambles Industries Ltd.(Australia)                                                              978,354         26.876          .27
United Utilities PLC(United Kingdom)                                                           2,591,910         24.206          .24
ISS-International Service System A/S, Class B(Denmark)(2)                                        362,500         21.112          .21
Thames Water PLC(United Kingdom)                                                               1,266,667         18.059          .18
Omnicom Group Inc.(USA)                                                                          200,000         17.625          .18
Hyder PLC(United Kingdom)                                                                      1,562,326         10.600          .10
Robert Half International Inc.(USA)(2)                                                           300,000          8.400          .08
Cendant Corp. 7.50% FELINE PRIDES convertible preferred(USA)                                     300,000          8.025          .08
American Water Works Co., Inc.(USA)                                                              300,000          7.669          .08
United Parcel Service, Inc., Class B(USA)                                                        113,500          7.498          .07
Hutchison Delta Finance Ltd. 7.00% convertible debentures 2002                                $6,000,000          6.000          .06
  (Hong Kong - Incorporated in Cayman Islands)(1)(3)

ENERGY SOURCES  -  2.39%
Shell Canada Ltd., Class A(Canada)                                                             4,338,100         86.833          .87
TOTAL FINA SA, Class B(France)                                                                   369,594         49.165          .49
"Shell" Transport and Trading Co., PLC                                                           400,000         18.250
   (New York Registered Shares)(United Kingdom)
Royal Dutch Petroleum Co.(Netherlands)                                                           100,000          5.884
Royal Dutch Petroleum Co.(New York Registered Shares)                                             80,000          4.640          .28
Norsk Hydro AS(Norway)                                                                           710,000         27.743          .28
Petro-Canada(Canada)                                                                           1,000,000         13.977          .14
Broken Hill Proprietary Co. Ltd.(Australia)                                                    1,156,933         12.704          .13
Devon Energy Corp.(USA)                                                                          250,000          8.813          .09
Esso SA Francaise(France)                                                                         78,567          5.934          .06
Unocal Corp.(USA)                                                                                160,000          5.310          .05

INSURANCE  -  2.27%
ING Groep NV(Netherlands)                                                                      2,054,024        115.520         1.15
Allstate Corp.(USA)                                                                              650,000         17.022          .17
Clarica Life Insurance Co.(Canada)                                                             1,000,000         16.726          .17
PartnerRe Holdings Ltd.(Singapore - Incorporated in Bermuda)                                     550,000         16.156          .16
Independent Insurance Group PLC(United Kingdom)                                                3,460,000         15.411          .15
Sumitomo Marine & Fire Insurance Co., Ltd.(Japan)                                              2,000,000         14.156          .14
QBE Insurance Group Ltd.(Australia)                                                            3,000,000         11.957          .12
Mercury General Corp.(USA)                                                                       425,000          9.934          .10
Fairfax Financial Holdings Ltd.(Canada)(2)                                                        35,300          5.198
Fairfax Financial Holdings Ltd., subscription receipts(2)                                         11,000          1.620          .07
Chiyoda Fire & Marine Insurance Co., Ltd.(Japan)                                               1,200,000          3.922          .04

REAL ESTATE  -  2.19%
Sun Hung Kai Properties Ltd.(Hong Kong)                                                        6,360,000         58.146          .58
AMB Property Corp.(USA)                                                                        1,400,000         28.000          .28
Hysan Development Co. Ltd.(Hong Kong)                                                         21,482,553         25.588          .26
Amoy Properties Ltd.(Hong Kong)                                                               27,000,000         20.860          .21
Unibail(France)                                                                                  116,300         15.108
Unibail, warrants, expire 2004(2)                                                                116,300           .488          .16
IndyMac Mortgage Holdings, Inc.(USA)                                                           1,300,000         14.381          .14
Hongkong Land Holdings Ltd.(Hong Kong -                                                        9,999,700         14.100          .14
  Incorporated in Bermuda)
CarrAmerica Realty Corp.(USA)                                                                    450,000          9.337          .09
New World China Land Ltd.(China - Incorporated                                                20,800,000          9.240          .09
  in the Cayman Islands)(2)
Security Capital Global Realty(Luxembourg)(1)(2)(3)                                              450,000          8.644          .09
SM Prime Holdings, Inc.(Philippines)                                                          52,885,000          8.405          .08
Meditrust Corp.(USA)                                                                           1,030,339          6.762          .07

METALS: NONFERROUS  -  2.18%
Freeport-McMoRan Copper & Gold Inc., Class B(USA)(2)                                           3,269,800         51.704          .52
Alcoa Inc.(USA)                                                                                  650,000         42.575          .42
Billiton PLC(United Kingdom)                                                                   8,200,000         39.565          .39
KGHM Polska Miedz(GDR)(Poland)                                                                 2,874,000         37.218          .37
Gencor Ltd.(South Africa)                                                                      8,000,000         30.563          .31
Pechiney, Class A(France)                                                                        299,300         17.345          .17

INDUSTRIAL COMPONENTS  -  2.02%
THK Co., Ltd.(Japan)                                                                           2,280,000         89.108          .89
Federal-Mogul Corp.(USA)                                                                       1,045,000         23.317
Federal-Mogul Corp. 7.00% convertible preferred                                                  300,000         10.575          .34
Autoliv, Inc.(Sweden)                                                                          1,095,000         32.838          .33
Tomkins PLC(United Kingdom)                                                                    5,250,000         18.288          .18
Morgan Crucible Co. PLC(United Kingdom)                                                        2,161,523          9.282          .09
Dana Corp.(USA)                                                                                  300,000          8.325          .08
Lear Corp.(USA)(2)                                                                               230,000          7.604          .08
Delphi Automotive Systems Corp.(USA)                                                             209,679          3.303          .03

CHEMICALS  -  1.79%
Praxair, Inc.(USA)                                                                               975,800         43.545          .43
Monsanto Co.(USA)                                                                                725,000         30.586          .31
DSM NV(Netherlands)                                                                              813,423         27.850          .28
Airgas, Inc.(USA)(2)                                                                           2,367,100         23.079          .23
BOC Group PLC(United Kingdom)                                                                  1,000,000         20.720          .21
Sherwin-Williams Co.(USA)                                                                        572,000         12.262          .12
Millennium Chemicals Inc.(USA)                                                                   469,500          9.185          .09
L'Air Liquide(France)                                                                             57,555          8.450          .08
Rhone-Poulenc-Rhodia 3.25% convertible preferred(France)(2)                                      175,000          4.117          .04

FOOD & HOUSEHOLD PRODUCTS  -  1.51%
Reckitt & Colman PLC(United Kingdom)                                                           3,340,687         40.148          .40
Nabisco Group Holdings Corp.(formerly RJR Nabisco                                              3,025,000         34.976          .35
   Holdings Corp.)(USA)
Uni-Charm Corp.(Japan)                                                                           400,000         24.414          .24
Keebler Foods Co.(USA)(2)                                                                        675,000         18.605          .19
Sara Lee Corp.(USA)                                                                              500,000         12.125          .12
Nestle SA(Switzerland)                                                                             6,452         11.606          .12
Groupe Danone(France)                                                                             40,000          9.276          .09

GOLD MINES  -  1.43%
Barrick Gold Corp.(Canada)                                                                     3,000,000         54.000          .54
Homestake Mining Co.(USA)                                                                      2,500,000         20.625          .21
Normandy Mining Ltd.(Australia)                                                               25,000,000         17.987
Normandy Mining Ltd., warrants, expire 2001(2)                                                30,000,000          1.260          .19
Newcrest Mining Ltd.(Australia)(2)                                                             6,000,000         19.139          .19
Gold Fields Ltd.(South Africa)                                                                 3,818,385         17.153          .17
Anglogold Ltd.(South Africa)                                                                     250,000         12.748          .13

FINANCIAL SERVICES  -  1.40%
Household International, Inc.(USA)                                                             1,485,000         58.750          .59
ORIX Corp.(Japan)                                                                                186,000         22.855
ORIX Corp.0.375% convertible debentures 2005                                                $400,000,000          5.080          .28
Shohkoh Fund & Co., Ltd.(Japan)                                                                   35,490         19.251          .19
Nichiei Co., Ltd.(Japan)                                                                         560,600         13.852          .14
OM Gruppen AB(Sweden)                                                                            790,000         12.078          .12
Bell Atlantic Financial Services, Inc. 4.25% convertible                                      $5,000,000          5.438          .05
    debentures 2005(USA)
Associates First Capital Corp., Class A(USA)                                                      70,000          2.328          .02
Freddie Mac(USA)                                                                                  30,000          1.481          .01

AUTOMOBILES  -  1.28%
Volvo AB, Class B(Sweden)                                                                      2,300,000         55.857          .56
Suzuki Motor Corp.(Japan)                                                                      2,100,000         30.989          .31
Renault SA(France)                                                                               450,000         19.771          .20
Bayerische Motoren Werke AG(Germany)                                                             405,600         10.823          .11
Honda Motor Co., Ltd.(Japan)                                                                     250,000         10.337          .10

APPLIANCES & HOUSEHOLD DURABLES  -  1.09%
Sony Corp.(Japan)                                                                                350,000         65.121          .65
Newell Rubbermaid Inc.(USA)                                                                      890,000         29.203          .29
Koninklijke Philips Electronics NV(Netherlands)                                                  120,000         14.604          .15

LEISURE & TOURISM  -  0.92%
Seagram Co. Ltd.(Canada)                                                                         925,000         40.295
Seagram Co. Ltd. 7.50% ACES convertible preferred                                                225,000         10.238          .50
AirTours PLC 5.75% convertible subordinated notes                                         GBP12,900,000          21.627          .22
   2004(United Kingdom)
Village Roadshow Ltd., Class A, 5.50% preferred(Australia)                                     2,945,000          5.550
Village Roadshow Ltd., Class A, 5.50% preferred(1)                                             2,623,574          4.944
Village Roadshow Ltd.                                                                            622,813          1.247          .12
NCL Holding ASA(Norway)(2)                                                                     3,044,200          8.572          .08

AEROSPACE & MILITARY TECHNOLOGY  -  0.66%
Bombardier Inc., Class B(Canada)                                                               2,210,800         43.802          .44
Lockheed Martin Corp.(USA)                                                                     1,100,000         21.862          .22

MACHINERY & ENGINEERING  -  0.49%
Fuji Machine Mfg. Co., Ltd.(Japan)                                                               620,000         36.377          .36
AIDA Engineering, Ltd.(Japan)                                                                  4,065,000         12.926          .13

RECREATION & OTHER CONSUMER PRODUCTS  -  0.44%
Nintendo Co., Ltd.(Japan)                                                                        175,000         29.304          .29
EMI Group PLC(United Kingdom)                                                                  1,865,067         15.367          .15

METALS: STEEL  -  0.44%
Usinor Sacilor(France)                                                                         2,200,000         33.674          .33
Corus Group PLC(United Kingdom)                                                                4,550,600          9.262          .09
Ispat Industries Ltd., 3.00% convertible debentures 2001(India)                               $2,800,000           .616          .01
N.T.S. Steel Group PCL 4.00% convertible debentures                                           $6,670,000           .467          .01
   2008(Thailand)(2)

HEALTH CARE PROVIDERS & SERVICES  -  0.43%
Quintiles Transnational Corp. 4.25% convertible                                              $15,800,000         15.395          .15
  debentures 2000(USA)(1)
Columbia/HCA Healthcare Corp.(USA)                                                               550,000         14.988          .15
Cintas Corp.(USA)                                                                                285,000         13.092          .13

ENERGY EQUIPMENT  -  0.35%
Baker Hughes Inc.(USA)                                                                           980,300         24.753          .25
Schlumberger Ltd.(Netherlands Antilles)                                                          165,000          9.910          .10

BUILDING MATERIALS & COMPONENTS  -  0.19%
BPB PLC(United Kingdom)                                                                        3,607,900         18.834          .19

ELECTRONIC INSTRUMENTS  -  0.18%
PE Biosystems Group(USA)                                                                         220,000         17.958          .18

TRANSPORTATION: RAIL & ROAD  -  0.11%
CSX Corp.(USA)                                                                                   300,000         10.669          .11

TRANSPORTATION: AIRLINES  -  0.09%
Air New Zealand Ltd., Class B(New Zealand)                                                     6,320,000          9.193          .09

WHOLESALE & INTERNATIONAL TRADE  -  0.08%
Ingram Micro Inc. 0.00% convertible debentures 2018(USA)                                     $26,375,000          8.473          .08

IT CONSULTING & SERVICES  -  0.05%
Electronic Data Systems Corp.(USA)                                                                75,000          4.823          .05

TEXTILES & APPAREL  -  0.02%
Courtaulds Textiles PLC(United Kingdom)                                                        1,641,500          2.018          .02

MISCELLANEOUS  -  2.70%
Other equity securities in initial period of acquisition                                                        270.933         2.70
TOTAL EQUITY SECURITIES (cost: $7,215.824 million)                                                            9,407.477        93.88
                                                                                                            ----------   ----------




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


INDUSTRIALS  -  0.18%
Indah Kiat Finance Mauritius Ltd. 10.00% 2007                                                    $11.650          8.301
Indah Kiat International Finance 8.875% 2000                                                       2.290          2.112
Indah Kiat Global BD 12.50% 2006                                                                   1.000           .798        .11%
Container Corp. of America, Series A, 11.25% 2004                                                  6.000          6.240
Container Corp. of America 9.75% 2003                                                              1.000          1.020          .07

TELEPHONE  -  0.04%
Netia Holdings BV 10.25% 2007                                                                      4.125          3.496          .04

FINANCIAL  -  0.02%
APP Finance (VI) Mauritius Ltd. 11.75% 2005                                                        2.800          2.282          .02

ARGENTINEAN GOVERNMENT  -  0.37%
Argentina (Republic of) 11.375% 2017                                                              21.000         19.687
Argentina (Republic of) 11.75% 2007                                                            ARP8.000           7.061
Argentina (Republic of) 11.00% 2006                                                               $7.000          6.702
Argentina (Republic of) 8.75% 2002                                                             ARP4.000           3.471          .37

BRAZILIAN GOVERNMENT  -  0.86%
Brazil (Federal Republic of), Bearer 8.00% 2014(4)                                               125.349         85.864          .86
                                                                                                            ----------   ----------
TOTAL BONDS & NOTES (cost: $129.819 million)                                                                    147.034         1.47
                                                                                                            ----------   ----------



Short-Term Securities
- --------------------------------------------                                                   --------       --------     --------
CORPORATE SHORT-TERM NOTES  -  3.97%

National Australia Funding (DE) Inc. 5.78%-5.86%                                                  60.000         59.367        .59%
  due 2/1-2/2/2000
British Telecommunications PLC 5.82%-5.83% due 2/4-2/11/2000                                      50.000         49.433          .49
KfW International Finance Inc. 5.31%-5.94% due                                                    44.750         44.510          .44
   12/14/1999-1/18/2000
UBS Finance Delaware LLC 5.33%-5.34% due 12/16/1999                                               39.000         38.903          .39
Telstra Corp. Ltd. 5.35%-5.88% due 12/3/1999-3/9/2000                                             38.800         38.462          .38
Internationale Nederlanden(U.S.)Funding Corp. 5.74%-5.91%                                         36.700         36.140          .36
   due 2/25-3/20/2000
Lloyds TSB Bank PLC 5.36%-5.83% due 12/20/1999-2/1/2000                                           32.250         31.970          .32
Asset Securitization 5.93% due 2/23/2000(1)                                                       25.700         25.338          .25
ANZ(DE)Inc. 5.32% due 12/7/1999                                                                   25.000         24.974          .25
Coca-Cola Co. 5.83% due 2/18/2000                                                                 25.000         24.678          .25
Xerox Capital(Europe)PLC 5.31%-5.70% due 12/1-12/15/1999                                          24.700         24.659          .25

FEDERAL AGENCY DISCOUNT NOTES  -  0.54%

Freddie Mac 5.20%-5.46% due 12/1-12/17/1999                                                       39.150         39.097          .39
Federal Home Loan Banks 5.20% due 12/22/1999                                                      15.000         14.953          .15

NON-U.S. CURRENCY  -  0.06%
New Taiwanese Dollar                                                                         NT$193.964           6.138          .06
                                                                                                            ----------   ----------
TOTAL SHORT-TERM SECURITIES (cost: $459.283 million)                                                            458.622         4.57
                                                                                                            ----------   ----------
TOTAL INVESTMENT SECURITIES (cost: $7,804.926 million)                                                       10,013.133        99.92
Excess of cash and receivables over payables                                                                      8.511          .08
                                                                                                            ----------   ----------
NET ASSETS                                                                                                  $10,021.644      100.00%
                                                                                                               =======      =======
(1) Purchased in a private placement transaction; resale to
 the public may require registration or sale only to
 qualified institutional buyers.
(2) Non-income-producing security.
(3) Valued under procedures approved by the Board of Directors.
(4) Payment in kind; the issuer has the option of paying
additional securities in lieu of cash.

ADR = American Depositary Receipts
GDR = Global Depositary Receipts

The descriptions of the companies shown in the portfolio,
 which were obtained from published reports and other sources
 believed to be reliable, are supplemental and are not covered
 by the Report of Independent Accountants.

See Notes to Financial Statements
</TABLE>

<TABLE>
<S>                                                  <C>
Equity Securities Added                              Equity Securities Eliminated
to the Portfolio Since May 31, 1999                  from the Portfolio Since May 31, 1999

Airtours                                             ADVANTEST
Albertson's                                          AirTouch Communications
Autoliv                                              Boeing
Bank Hapoalim                                        CanWest Global Communications
Banque Nationale de Paris                            Cheung Kong (Holdings)
BCT.TELUS Communications                             Cie. de Saint-Gobain
Celera Genomics Group                                Compaq Computer
Chartered Semiconductor Manufacturing                Corporacion Bancaria de Espana
Chiyoda Fire & Marine Insurance                      Corporacion Mapfre
Clarica Life Insurance                               Dynegy
Coca-Cola West Japan                                 ENI SpA
Compania de Telecomunicaciones de Chile              ForeningsSparbanken
Consolidated Papers                                  General Motors
Dah Sing Financial Holdings                          Halliburton
Dana                                                 HSBC Holdings
Devon Energy                                         KeySpan Energy
Dollar General                                       Koninklijke Ahold
eircom                                               Mattel
Fujisawa Pharmaceutical                              Mobil
Hellenic Telecommunications Organization             Nortel Networks
Hewlett-Packard                                      Norwich Union
Hitachi                                              Pioneer Natural Resources
Honda Motor                                          Public Service Co. of New Mexico
Ingram Micro                                         Raytheon
ISS-International Service System                     Sonat
Keebler Foods                                        Suez Lyonnaise des Eaux
Kimberly-Clark                                       Tandy
Lockheed Martin                                      Transatlantic Holdings
Mediaset                                             Wal-Mart Stores
NatSteel Electronics                                 Westshore Terminals
NEC                                                  York International
New World China Land
Newell Rubbermaid
Nippon Telegraph and Telephone
Norsk Hydro
ORIX
PE Biosystems Group
Petro-Canada
Portugal Telecom
QBE Insurance Group
Rhone-Poulenc-Rhodia
Robert Half International
Sara Lee
Stinnes
Sumitomo Marine & Fire Insurance
Telefonica Publicidad e Informacion
Thyssen Krupp
Uni-Charm
United Parcel Service
Woolworths
</TABLE>

<TABLE>
<S>                                                                               <C>             <C>
Capital World Growth and Income Fund
Financial Statements
- ----------------------------------                                            -------         -------
Statement of Assets and Liabilities                                                      (dollars in
at November 30, 1999                                                                        millions)
- ----------------------------------                                            -------         -------
Assets:
Investment securities at market
 (cost: $7,345.643)                                                                        $9,554.511
Short-term securities
 (cost: $459.283)                                                                             458.622
Cash                                                                                             .564
Receivables for--
 Sales of investments                                                         $18.812
 Sales of fund's shares                                                         7.033
 Dividends and accrued interest                                                22.649          48.494
                                                                              -------         -------
                                                                                           10,062.191
Liabilities:
Payables for--
 Purchases of investments                                                      22.745
 Repurchases of fund's shares                                                   8.050
 Management services                                                            3.436
 Accrued expenses                                                               6.316          40.547
                                                                              -------         -------
Net Assets at November 30, 1999--
 Equivalent to $29.03 per share on
 345,168,940 shares of $0.01 par value
 capital stock outstanding (authorized
 capital stock - 400,000,000 shares)                                                      $10,021.644
                                                                                              =======




                                                                                              -------
Statement of Operations                                                                   (dollars in
for the year ended November 30, 1999                                                        millions)
- ----------------------------------                                            -------         -------
Investment Income:
Income:
 Dividends                                                                   $176.149
 Interest                                                                      75.569        $251.718
                                                                              -------
Expenses:
 Management services fee                                                       39.132
 Distribution expenses                                                         22.432
 Transfer agent fee                                                             6.871
 Reports to shareholders                                                         .340
 Registration statement and prospectus                                           .414
 Postage, stationery and supplies                                               1.033
 Directors' fees                                                                 .166
 Auditing and legal fees                                                         .069
 Custodian fee                                                                  2.485
 Taxes other than federal income tax                                             .228
 Other expenses                                                                  .105          73.275
                                                                              -------         -------
 Net investment income                                                                        178.443
                                                                                              -------
Realized Gain and Unrealized
 Appreciation on Investments:
Net realized gain                                                                             707.262
Net increase in unrealized appreciation
  on investments                                                                              725.617
 Net realized gain and increase in unrealized                                                 -------
  appreciation on investments                                                               1,432.879
                                                                                              -------
Net Increase in Net Assets Resulting
 from Operations                                                                           $1,611.322
                                                                                              =======

- ----------------------------------                                            -------         -------
                                                                           Year ended
Statement of Changes in Net Assets                                        November 30
(dollars in millions)                                                            1999            1998
- ----------------------------------                                            -------         -------

Operations:
Net investment income                                                      $  178.443      $  180.925
Net realized gain on investments                                              707.262         753.023
Net increase in unrealized appreciation
 on investments                                                               725.617         173.442
                                                                              -------         -------
  Net increase in net assets
   resulting from operations                                                1,611.322       1,107.390
                                                                              -------         -------
Dividends and Distributions Paid to Shareholders:
 Dividends from net investment income                                        (161.528)       (176.534)
 Distributions from net realized gain
  on investments                                                             (719.208)       (524.360)
                                                                              -------         -------
  Total dividends and distributions                                          (880.736)       (700.894)

Capital Share Transactions:
Proceeds from shares sold: 37,818,271
 and 47,546,047 shares, respectively                                        1,019.018       1,246.606
Proceeds from shares issued in reinvestment
 of net investment income dividends and distributions
 of net realized gain on investments:
 33,918,618 and 27,000,566 shares, respectively                               839.704         665.329
Cost of shares repurchased: 40,235,519
 and 39,209,730 shares, respectively                                       (1,082.210)     (1,010.432)
                                                                              -------         -------
 Net increase in net assets
  resulting from capital share
  transactions                                                                776.512         901.503
                                                                              -------         -------
Total Increase in Net Assets                                                1,507.098       1,307.999

Net Assets:
Beginning of year                                                           8,514.546       7,206.547
                                                                              -------         -------
End of year (including undistributed
 net investment income: $17.182
 and $14.301, respectively)                                               $10,021.644      $8,514.546
                                                                              =======         =======
See Notes to Financial Statements
</TABLE>

 CAPITAL WORLD GROWTH AND INCOME FUND
 Notes to Financial Statements

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION - Capital World Growth and Income Fund, Inc. (the "fund") is
registered under the Investment Company Act of 1940 as an open-end, diversified
management investment company.  The fund seeks long-term capital growth while
providing current income.

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

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

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

SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions are
accounted for as of the trade date.  Realized gains and losses from securities
transactions are determined based on specific identified cost.  In the event
securities are purchased on a delayed delivery or $'when-issued'' basis, the
fund will instruct the custodian to segregate liquid assets sufficient to meet
its payment obligations in these transactions.  Dividend income is recognized
on the ex-dividend date, and interest income is recognized on an accrual basis.
Market discounts and original issue discounts on securities purchased are
amortized daily over the expected life of the security.  The fund does not
amortize premiums on securities purchased.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and distributions paid
to shareholders are recorded on the ex-dividend date.

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

TAXATION - Dividend and interest income is recorded net of non-U.S. taxes paid.
For the year ended November 30, 1999, such non-U.S. taxes were $13,153,000.

CURRENCY GAINS AND LOSSES - Net realized currency losses on dividends,
interest, sales of non-U.S. bonds and notes, and other receivables and
payables, on a book basis, were $14,396,000 for the year ended November 30,
1999.

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

  As of November 30, 1999, net unrealized appreciation on investments for
federal income tax purposes aggregated $2,199,063,000; $2,737,566,000 related
to appreciated securities and $538,503,000 related to depreciated securities.
During the year ended November 30, 1999, the fund realized, on a tax basis, a
net capital gain of $721,520,000 on securities transactions.  Net losses
related to non-U.S. currency and other transactions of $14,258,000 were treated
as an adjustment for federal income tax purposes.  The cost of portfolio
securities for federal income tax purposes was $7,814,070,000 at November 30,
1999.

4. FEES AND TRANSACTIONS WITH RELATED PARTIES
INVESTMENT ADVISORY FEE - The fee of $39,132,000 for management services was
incurred pursuant to an agreement with Capital Research and Management Company
(CRMC), with which certain officers and Directors of the fund are affiliated.
The Investment Advisory and Service Agreement provides for monthly fees,
accrued daily, based on an annual rate of 0.60% of the first $500 million of
average net assets; 0.50% of such assets in excess of $500 million but not
exceeding $1 billion; 0.46% of such assets in excess of $1 billion but not
exceeding $1.5 billion; 0.43% of such assets in excess of $1.5 billion but not
exceeding $2.5 billion; 0.41% of such assets in excess of $2.5 bllion but not
exceeding $4 billion; 0.40% of such assets in excess of $4 billion but not
exceeding $6.5 billion; 0.395% of such assets in excess of $6.5 billion but not
exceeding $10.5 billion; and 0.39% of such assets in excess of $10.5 billion.

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 fund's Board of Directors.
Fund expenses under the Plan include payments to dealers to compensate them for
their selling and servicing efforts. During the year ended November 30, 1999,
distribution expenses under the Plan were $22,383,000.  As of November 30,
1999, accrued and unpaid distribution expenses were $5,532,000. American Funds
Distributors, Inc. (AFD), the principal underwriter of the fund's shares,
received $3,947,000 (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 $6,920,000.

DEFERRED DIRECTORS' FEES - Directors who are unaffiliated with CRMC may elect
to defer part or all of the fees earned for services as members of the Board.
Amounts deferred are not funded and are general unsecured liabilities of the
fund.  As of November 30, 1999, aggregate deferred amounts and earnings thereon
since the deferred compensation plan's adoption (1993), net of any payments to
Directors, were $361,000.

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

5. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
The fund made purchases and sales of investment securities, excluding
short-term securities, of $3,747,784,000 and $2,810,664,000, respectively,
during the year ended November 30, 1999.

 As of November 30, 1999, accumulated undistributed net realized gain on
investments was $688,055,000 and additional paid-in capital was $7,104,846,000.
The fund reclassified $14,107,000 from undistributed net realized currency
losses and $73,000 from additional paid-in capital to undistributed net
investment income and $31,177,000 to additional paid-in capital from
undistributed net realized gains for the year ended November 30, 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 $2,485,000 includes $41,000 that was paid by these credits
rather than in cash.

<TABLE>
<S>                                                              <C>       <C>          <C>          <C>         <C>
Capital World Growth and Income Fund
Per-Share Data and Ratios
                                                                             Year ended     November          30
                                                                       1999         1998         1997        1996     1995
                                                                      ----         ----         ----        ----     ----


Net Asset Value, Beginning of Year                                  $27.15       $25.89       $23.77      $20.22   $17.81
                                                                      ----         ----         ----        ----     ----
 Income From Investment Operations:
  Net investment income                                                .48          .59          .640        .70      .61
  Net realized and unrealized gain on investments                     4.17         3.12         3.045       3.91     2.72
                                                                      ----         ----         ----        ----     ----

   Total income from investment operations                            4.65         3.71         3.685       4.61     3.33
                                                                      ----         ----         ----        ----     ----

 Less Distributions:
  Dividends from net investment income                                (.48)        (.58)  (.650) (1)   (.72) (1)     (.63)
  Distributions from net realized gains                              (2.29)       (1.87)       (.915)       (.34)    (.29)
                                                                      ----         ----         ----        ----     ----
   Total distributions                                               (2.77)       (2.45)      (1.565)      (1.06)    (.92)
                                                                      ----         ----         ----        ----     ----
Net Asset Value, End of Year                                        $29.03       $27.15       $25.89      $23.77   $20.22
                                                                      ====         ====         ====        ====     ====

Total Return (2)                                                    19.08%       15.51%       16.36%      23.67%   19.41%


Ratios/Supplemental Data:
 Net assets, end of year (in millions)                             $10,022       $8,515       $7,207      $5,139   $3,611
 Ratio of expenses to average net assets                               .79%         .78%        .82%        .85%     .88%
 Ratio of net income to average net assets                            1.93%        2.25%       2.53%       3.28%    3.24%
 Portfolio turnover rate                                             33.90%      39.44%       32.41%      30.18%   25.50%


(1) Includes 0.2 cents and 1.5 cents realized
 non-U.S. currency gains treated as ordinary
 income in 1997 and 1996, respectively, for
 federal income tax purposes.

(2) Excludes maximum sales charge of 5.75%.
</TABLE>

Capital World Growth and Income Fund
Report of Independent Accountants

To the Board of Directors and Shareholders of Capital World Growth and Income
Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the  per-share data and ratios present fairly, in all
material respects, the financial position of Capital World Growth and Income
Fund, Inc. (the "Fund") at November 30, 1999, the results of its operations,
the changes in its net assets and the per-share data and ratios for the years
indicated in conformity with generally accepted accounting principles. These
financial statements and per-share data and ratios (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at November 30, 1999 by correspondence with the custodian, provide a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Los Angeles, California
December 30, 1999

1999 Tax Information (unaudited)

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

<TABLE>
<CAPTION>
                                                   Dividends and Distributions per Share

To Shareholders           Payment Date             From Net          From Net               From Net
of Record                                          Investment        Realized Short-        Realized Long-
                                                   Income            Term Gains             Term Gains
<S>                       <C>                      <C>               <C>                    <C>
December 14, 1998         December 15, 1998        $0.09             -                      $2.23
March 19, 1999            March 22, 1999           0.12              -                      0.06
June 4, 1999              June 7, 1999             0.18              -                      -
September 24, 1999        September 27, 1999       0.09              -                      -
</TABLE>

The fund also designates as a capital gain distribution a portion of earnings
and profits paid to shareholders in redemption of their shares.
The fund makes an election under the Internal Revenue Code Section 853 to pass
through non-U.S. taxes paid by the fund to its shareholders. The amount of
non-U.S. taxes for the fiscal year ended November 30, 1999 is $0.0348 on a
per-share basis.  Foreign source income earned by the fund was $0.3255 on a
per-share basis. Shareholders are entitled to a foreign tax credit or an
itemized deduction, at their discretion. Generally, it is more advantageous to
claim a credit rather than to take a deduction.

Corporate shareholders may exclude up to 70% of qualifying dividends received
during the year. For purposes of computing this exclusion, 29% of the dividends
paid by the fund from net investment income represent qualifying dividends.
Dividends and distributions received by retirement plans such as IRAs,
Keogh-type plans and 403(b) plans need not be reported as taxable income.
However, many retirement plan trusts may need this information for their annual
information reporting.

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



                                  PART C
                             OTHER INFORMATION
                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.

ITEM 23. EXHIBITS

(a) Articles Supplementary dated 1/5/00
(b) Previously filed (see Post-Effective Amendment No. 7 filed 1/29/98)
(c) Share Certificate
(d) Form of Investment Advisory and Service Agreement
(e) Form of Amended and Restated Principal Underwriting Agreement
(f) None
(g) Foreign Custody Manager Agreement
(h) None
(i) Legal Opinion for Class B Shares
(j) Consent of Independent Accountants
(k) None
(l) None
(m) Form of Plan of Distribution relating to Class B Shares
(n) Form of Multiple Class Plan
(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.
These policies insure its officers and directors 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)

 Subsection (b) of Section 2-418 of the General Corporation Law of Maryland
empowers a corporation to indemnify any person who was or is 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 an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against reasonable expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually incurred by him in connection
with such action, suit or proceeding unless it is established that:  (I) the
act or omission of the person was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) the person actually received an improper personal
benefit of money, property or services; or (iii) with respect to any criminal
action or proceeding, the person had reasonable cause to believe his act or
omission was unlawful.

 Indemnification under subsection (b) of Section 2-418 may not be made by a
corporation unless authorized for a specific proceeding after a determination
has been made that indemnification is permissible in the circumstances because
the party to be indemnified has met the standard of conduct set forth in
subsection (b).  This determination shall be made (I) by the Board of Directors
by a majority vote of a quorum consisting of directors not, at the time,
parties to the proceeding, or, if such quorum cannot be obtained, then by a
majority vote of a committee of the Board consisting solely of two or more
directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full Board in which
the designated directors who are parties may participate; (ii) by special legal
counsel selected by the Board of Directors of a committee of the Board by vote
as set forth in subparagraph (I), or, if the requisite quorum of the full Board
cannot be obtained therefor and the committee cannot be established, by a
majority vote of the full Board in which any director who is a party may
participate; or (iii) by the stockholders (except that shares held by any party
to the specific proceeding may not be voted).  A court of appropriate
jurisdiction may also order indemnification if the court determines that a
person seeking indemnification is entitled to reimbursement under subsection
(b).

 Section 2-418 further provides that indemnification provided for by Section
2-418 shall not be deemed exclusive of any rights to which the indemnified
party may be entitled; that the scope of indemnification extends to directors,
officers, employees or agents of a constituent corporation absorbed in a
consolidation or merger and persons serving in that capacity at the request of
the constituent corporation for another; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against or incurred by
such person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liabilities under Section 2-418.

 Article VIII (h) of the Articles of Incorporation of Capital World Growth and
Income Fund, Inc. (the "Fund" or the "Corporation") provides that "The
Corporation shall indemnify (1) its directors and officers, whether serving the
Corporation or at its request any other entity, to the full extent required or
permitted by the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures and to the full
extent permitted by law, and (2) its other employees and agents to such extent
as shall be authorized by the Board of Directors or the Corporation's By-Laws
and be permitted by law.  The foregoing rights of indemnification shall

ITEM 25. INDEMNIFICATION (CONTINUED)

not be exclusive of any other rights to which those seeking indemnification may
be entitled.  The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such by-laws, resolutions or contracts
implementing such provisions or such further indemnification arrangements as
may be permitted by law.  No amendment of this Charter of the Corporation shall
limit or eliminate the right to indemnification provided hereunder with respect
to acts or omissions occurring prior to such amendment or repeal.  Nothing
contained herein shall be construed to authorize the Corporation to indemnify
any director or officer of the Corporation against any liability to the
Corporation or to any holders of securities of the Corporation to which he is
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.  Any
indemnification by the Corporation shall be consistent with the requirements of
law, including the Investment Company Act of 1940."

 The Fund will comply with the indemnification requirements contained in the
Investment Company Act of 1940 (the "1940 Act") Releases No. 7221 (June 9,
1972) and No. 11330 (September 4, 1980).  In addition, indemnification by the
Corporation shall be consistent with the requirements of rule 484 under the
Securities Act of 1933.  Furthermore, the Fund has undertaken to the staff of
the Securities and Exchange Commission that the Fund's indemnification
provisions quoted above prohibit indemnification for liabilities arising under
the Securities Act of 1933 and the 1940 Act.

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
Income Series, 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., 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        None
                                                Co-Chief

                                                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                      None



       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                       President and
                                                                               Director



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 the fund's 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 9th
day of March, 2000.

 CAPITAL WORLD GROWTH AND INCOME  FUND, INC.
       By /s/ Thierry Vandeventer
  Thierry Vandeventer, Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this amendment to
its registration statement has been signed below on March 9, 2000, by the
following persons in the capacities indicated.

<TABLE>
<CAPTION>
<S>       <C>                                    <C>
          SIGNATURE                              TITLE

(1)       Principal Executive Officer:

          /s/ Thierry Vandeventer                Chairman of the Board

          (Thierry Vandeventer)

(2)       Principal Financial Officer and

          Principal Accounting Officer:

          /s/ R. Marcia Gould                    Treasurer

          (R. Marcia Gould)

(3)       Directors:

          H. Frederick Christie*                 Director

          /s/ Paul G. Haaga, Jr.                 President and Director

          (Paul G. Haaga, Jr.)

          Mary Myers Kauppila*                   Director

          Gail L. Neale*                         Director

          Robert J. O'Neill                      Director

          Donald E. Petersen*                    Director

          Stefanie Powers                        Director

          Frank Stanton*                         Director

          /s/ Thierry Vandeventer                Chairman of the Board

          (Thierry Vandeventer)

          Charles Wolf, Jr.*                     Director

</TABLE>

  *By /s/ Vincent P. Corti
   Vincent P. Corti, 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)


                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.
                             ARTICLES SUPPLEMENTARY
 Capital World Growth and Income Fund, Inc., a Maryland corporation having its
principal office in Baltimore, Maryland (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:
 FIRST:  (a)  The Board of Directors of the Corporation has divided and further
classified the unissued shares of the authorized common stock of the
Corporation as a class, designated "Class B".  The remaining shares of common
stock, including the shares currently issued and outstanding, shall be referred
to as "Class A" shares.  The authorized shares of each such class of common
stock shall consist of the sum of (x) the outstanding shares of that class and
(y) one-half (1/2) of the authorized but unissued shares of all classes of
common stock; PROVIDED HOWEVER, that in the event application of the above
formula would result, at the time, in fractional shares of one or more classes,
the number of authorized shares of each such class shall be rounded down to the
nearest whole number of shares; and PROVIDED, FURTHER, that at all times the
aggregate number of authorized Class A and Class B shares of common stock shall
not exceed the authorized number of shares of common stock (I.E., 400,000,000
shares until changed by action of the Board of Directors in accordance with
Section 2-208.1 of the Maryland General Corporation Law).
    (b)  The preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the Class A shares of the Corporation are set forth
in the Charter of the Corporation.  The preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the Class B shares of
the Corporation are set forth below.
 SECOND:  Except to the extent provided otherwise by the Charter of the
Corporation, the Class A shares and the Class B shares of the Corporation shall
represent an equal proportionate interest in the assets of the Corporation
(subject to the liabilities of the Corporation) and each share shall have
identical voting, dividend, liquidation and other rights; PROVIDED, HOWEVER,
that notwithstanding anything in the Charter of the Corporation to the
contrary:
 (i)  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 Board
of Directors in accordance with the Investment Company Act of 1940 and
applicable rules and regulations of self-regulatory organizations and as shall
be set forth in the applicable prospectus for the shares;
 (ii)  Expenses, costs and charges which are determined by or under the
supervision of the Board of Directors to be attributable to the shares of a
particular class may be charged to that class and appropriately reflected in
the net asset value of, or dividends payable on, the shares of that class;
 (iii)  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 Board of Directors, in its 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 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 stock certificates shall be subject to tender of such
certificates; and
 (iv)  Subject to the foregoing paragraph, Class A shares and Class B shares
may have such different exchange rights as the Board of Directors shall provide
in compliance with the Investment Company Act of 1940.
 THIRD:  The foregoing amendment to the Charter of the Corporation does not
increase the authorized capital stock of the Corporation.
 FOURTH:  The aforesaid shares have been duly classified by the Board of
Directors pursuant to authority and power contained in the Charter of the
Corporation.
 IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in
its name and on its behalf by its President and attested by its Secretary on
this 5th day of January, 2000.
  CAPITAL WORLD GROWTH AND
  INCOME FUND, INC.
 By:
  Paul G. Haaga, Jr.
  President
ATTEST:
By:
 Vincent P. Corti
 Secretary
 The undersigned, President of Capital World Growth and Income Fund, Inc., who
executed on behalf of said Corporation the foregoing Articles Supplementary of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of the Corporation the foregoing Articles Supplementary to be the
corporate act of the Corporation and hereby certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.

  Paul G. Haaga, Jr.
  President


NUMBER (certificate number)
SHARES (number of shares)
CUSIP (cusip number)
CLASS (class of shares)
CAPITAL WORLD GROWTH AND INCOME FUND, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that (shareholder name and address) is the owner of (number of
shares) fully paid and nonassessable Common Shares of Capital Stock, of the
Class and number indicated above, of Capital World Growth and Income Fund,
Inc., each of the par value of One Cent, transferable on the books of the
Corporation 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
Corporation.
Dated: (date issued)
S/Vincent P. Corti
Secretary
S/Paul G. Haaga, Jr.
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 3rd day of December, 1999, is
made and entered into by and between CAPITAL WORLD GROWTH AND INCOME FUND,
INC., a Maryland  corporation, (hereinafter called the "Fund"), and CAPITAL
RESEARCH AND MANAGEMENT COMPANY, a Delaware corporation, (hereinafter called
the "Investment Adviser").
 W I T N E S S E T H
A.  The Fund is an open-end diversified investment company of the management
type, registered under the Investment Company Act of 1940 (the "1940 Act").
The Investment Adviser is registered under the Investment Advisers Act of 1940
and is engaged in the business of providing investment advisory and related
services to the Fund and to other investment companies.
  B.  The Investment Adviser has provided investment advisory services to the
Fund since its inception, and is currently providing such services under a
written agreement dated February 1, 1993 and amended November 1, 1998, as
renewed.
NOW, THEREFORE, in consideration of the premises and the mutual undertaking of
the parties, it is covenanted and agreed as follows:
1. The Investment Adviser shall determine what securities and other assets
shall be purchased or sold by the Fund.
2. The Investment Adviser shall furnish the services of persons to perform the
executive, administrative, clerical, and bookkeeping functions of the Fund,
including the daily determination of net asset value per share.  The Investment
Adviser shall pay the compensation and travel expenses of all such persons, and
they shall serve without any additional compensation from the Fund.  The
Investment Adviser shall also, at its expense, provide the Fund with necessary
office space (which may be in the offices of the Investment Adviser); all
necessary office equipment and utilities; and general purpose forms, supplies,
and postage used at the offices of the Fund.
3. The Fund shall pay all its expenses not assumed by the Investment Adviser as
provided herein.  Such expenses shall include, but shall not be limited to,
expenses incurred in connection with the organization of the Fund, 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;
custodian, stock transfer and dividend disbursing fees and expenses;
distribution expenses pursuant to a plan under rule 12b-1 under the 1940 Act;
costs of designing and of printing and mailing to its shareholders reports,
prospectuses, proxy statements, and notices to its shareholders; taxes;
expenses of the issuance, sale, redemption, or repurchase of shares of the Fund
(including registration and qualification expenses); legal and auditing fees
and expenses; compensation, fees, and expenses paid to directors not affiliated
with the Investment Adviser; association dues; and costs of any share
certificates, stationery and forms prepared exclusively for the Fund.
4. The Fund shall pay to the Investment Adviser on or before the tenth (10th)
day of each month, as compensation for the services rendered by the Investment
Adviser during the preceding month a fee, which shall be accrued daily,
calculated at the annual rate of:
0.60% on the first $500 million of the Fund's net assets,
0.50% on net assets from $500 million to $1 billion,
0.46% on net assets from $1 billion to $1.5 billion,
0.43% on net assets from $1.5 billion to $2.5 billion,
0.41% on net assets from $2.5 billion to $4 billion,
0.40% on net assets from $4 billion to $6.5 billion,
0.395% on net assets from $6.5 billion to $10.5 billion,
0.39% on net assets in excess of $10.5 billion.
For the purposes hereof, the net assets of the Fund shall be determined in the
manner set forth in the Articles of Incorporation and Prospectus of the Fund.
The advisory fee shall be payable for the period commencing on the date on
which operations of the Fund begin and ending on the date of termination hereof
and shall be prorated for any fraction of a month at the termination of such
period.
5. The Investment Adviser agrees that in the event the expenses 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 this Investment Advisory and Service 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
regulations, will reimburse the Fund in the amount of such excess.
6. The expense limitation described in Section 5 shall apply only to Class A
shares issued by the Fund and shall not apply to any other class(es) of shares
the Fund may issue in the future.  Any new class(es) of shares issued by the
Fund will not be subject to an expense limitation.  However, notwithstanding
the foregoing, to the extent the Investment Adviser is required to reduce its
management fee pursuant to provisions contained in Section 5 due to the
expenses of the Class A shares exceeding the stated limit, the Investment
Adviser will either (i) reduce its management fee similarly for other classes
of shares, or (ii) reimburse the Fund for other expenses to the extent
necessary to result in an expense reduction only for Class A shares of the
Fund.
7. This Agreement may be terminated at any time, without payment of any
penalty, by the Directors of the Fund or by vote of a majority (within the
meaning of the 1940 Act) of the outstanding voting securities of the Fund, on
sixty (60) days' written notice to the Investment Adviser, or by the Investment
Adviser on like notice to the Fund.  Unless sooner terminated in accordance
with this provision, this Agreement shall continue until October 31, 2000.  It
may thereafter be renewed from year to year by mutual consent; provided that
such renewal shall be specifically approved at least annually by the Board of
Directors of the Fund, or by vote of a majority (within the meaning of the 1940
Act) of the outstanding voting securities of the Fund.  In either event, it
must be approved by a majority of those Directors who are not parties to such
Agreement nor interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
8. This Agreement shall not be assignable by either party hereto, and in the
event of assignment (within the meaning of the 1940 Act) by the Investment
Adviser shall automatically be terminated forthwith.
9. Nothing contained in this Agreement shall be construed to prohibit the
Investment Adviser from performing investment advisory, management, or
distribution services for other investment companies and other persons or
companies, nor to prohibit affiliates of the Investment Adviser from engaging
in such businesses or in other related or unrelated businesses.
10.  The Investment Adviser shall not be liable to the Fund or its stockholders
for any error of judgment, act, or omission not involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of its obligations and
duties hereunder.
11. It is understood that the name, "American Funds" and "Capital" or any
derivatives thereof or logo associated with those names are the valuable
property of the Investment Adviser and its affiliates, and that the Fund shall
have the right to use such names (or derivatives or logos) only so long as this
Agreement shall continue in effect.  Upon termination of this Agreement the
Fund shall forthwith cease to use such names (or derivatives or logos).
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in duplicate original by their duly authorized officers.
CAPITAL WORLD GROWTH AND CAPITAL RESEARCH AND
INCOME FUND, INC.  MANAGEMENT COMPANY
By   By
     Paul G. Haaga, Jr., President       James F. Rothenberg, President
By   By
     Vincent P. Corti, Secretary       Michael J. Downer, Secretary


                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.
             AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
THIS PRINCIPAL UNDERWRITING AGREEMENT, between CAPITAL WORLD GROWTH AND INCOME
FUND, INC., a Maryland corporation (the Fund), and AMERICAN FUNDS DISTRIBUTORS,
INC., a California corporation (the Distributor).
                              W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end diversified investment company which
offers two classes of shares of common stock, designated as Class A shares and
Class B shares, and it is a part of the business of the Fund, and affirmatively
in the interest of the Fund, to offer shares of the Fund either from time to
time or continuously as determined by the Fund's officers subject to
authorization by its Board of Directors; 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 Fund 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 common stock 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 Fund 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 Fund's Registration
Statement in effect under the Securities Act of 1933, as amended, for each
series issued by the Fund 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 Fund 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 Fund, sell or offer for sale
any shares of a series or class issued by the Fund 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 Fund 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 Fund'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 Funds 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 Funds 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 Distributors direction, to a third-party, monthly in arrears on or prior
to the 10/th/ business day of the following calendar month, the Distributors
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 Distributors
Allocable Portion of any CDSCs payable with respect to the Class B shares, as
provided in the Funds Prospectus, and to pay the same over to the Distributor
or, at the Distributors 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 Distributors 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 Fund 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 Fund 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 Fund 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 Fund'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 Fund 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 Fund may approve.  Any such qualification for any series or class may be
withheld, terminated or withdrawn by the Fund 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 Fund or its
counsel in connection with such qualifications.
18. The Fund 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 Directors
or the President or any Vice President of the Fund determines that such offer
or sale is not in the best interest of the Fund.  The Fund 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 Fund or any series or class on sixty (60) days written
notice by the Distributor to the Fund.
(b) This Agreement may be terminated as to the Fund 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 Fund or any series or class by
the Fund 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 Fund 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 Directors 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 Funds Class B shares, has
been approved in accordance with Section 22 in anticipation of the Distributors
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 October 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
Directors of the Fund 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 Directors of the Fund or a majority (within the meaning of the 1940
Act) of the outstanding voting securities of the Fund.
23. If the Fund 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 Fund 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 Directors and the
Independent Directors 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 Fund.
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 3, 1999.
AMERICAN FUNDS DISTRIBUTORS, INC. CAPITAL WORLD GROWTH AND INCOME FUND, INC.
By                                                       By

Kevin G. Clifford, President  Paul G. Haaga, Jr., President
By                                                       By

Michael J. Downer, Secretary  Vincent P. Corti, 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)/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.


  January 15, 1999
Capital Research and Management Company
333 South Hope Street, 55/th/ Floor
Los Angeles, CA 90071
RE: DELEGATION OF RESPONSIBILITIES UNDER RULE 17F-5
Dear Mesdames/Sirs:
 This Agreement confirms, and sets forth the responsibilities of the parties in
connection with, the appointment of Capital Research and Management Company
("CRMC") as the Foreign Custody Manager of Capital World Growth and Income
Fund, Inc. (the "Corporation"), in accordance with rule 17f-5, as amended,
under the Investment Company Act of 1940 (the "1940 Act").  CRMC hereby accepts
such appointment as of the date first written above.  All capitalized terms
used herein and not otherwise defined have the meanings assigned in rule 17f-5.
 The Corporation may, from time to time and in accordance with this Agreement,
place or maintain in the care of an Eligible Foreign Custodian, any of the
Corporation's investments (including non-U.S. currencies) for which the primary
market is outside the United States, and such cash and cash equivalents as are
reasonably necessary to effect the Corporation's transactions in such
investments, PROVIDED THAT:

(a) CRMC, as Foreign Custody Manager, determines that the Corporation's assets
will be subject to reasonable care, based on the standards applicable to
custodians in the relevant market, if maintained with the custodian, after
considering all factors relevant to the safekeeping of such assets, including,
without limitation:
(1)  the custodian's practices, procedures, and internal controls, including,
but not limited to, the physical protections available for certificated
securities (if applicable), the method of keeping custodial records, and the
security and data protection practices;
(2)  whether the custodian has the requisite financial strength to provide
reasonable care for the Corporation's assets;
Capital Research and Management Company
January 15, 1999
Page
(3)  the custodian's general reputation and standing and, in the case of a
securities depository, the depository's operating history and number of
participants; and
 (4)  whether the Corporation will have jurisdiction over and be able to
enforce judgments against the custodian, such as by virtue of the existence of
any offices of the custodian in the U.S. or the custodian's consent to service
of process in the U.S.
(b) Each of the Corporation's non-U.S. custody arrangements are governed by a
written contract (or, in the case of a Securities Depository, by such a
contract, by the rules or established practices or procedures of the
depository, or by any combination of the foregoing) that CRMC, as Foreign
Custody Manager, has determined will provide reasonable care for the
Corporation's assets based on the standards set forth in paragraph (a) above.

(1) Such contract shall include provisions that provide:
(i) for indemnification or insurance arrangements (or any combination of the
foregoing) such that the Corporation will be adequately protected against the
risk of loss of assets held in accordance with such contract;
(ii) that the Corporation's assets will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of the custodian or its
creditors except a claim of payment for their safe custody or administration
or, in the case of cash deposits, liens or rights in favor of creditors of the
custodian arising under bankruptcy, insolvency, or similar laws;
(iii) that beneficial ownership for the Corporation's assets will be freely
transferable without the payment of money or value other than for safe custody
or administration;
Capital Research and Management Company
January 15, 1999
Page
(iv) that adequate records will be maintained identifying the assets as
belonging to the Corporation or as being held by a third party for the benefit
of the Corporation;
(v) that the Corporation's independent public accountants will be given access
to those records or confirmation of the contents of those records; and
(vi) that the Corporation will receive periodic reports with respect to the
safekeeping of the Corporation's assets, including, but not limited to,
notification of any transfer to or from the Corporation's account or a third
party account containing assets held for the benefit of the Corporation.
(2) Such contract may contain, in lieu of any or all of the provisions
specified in subparagraph (1) above, such other provisions that CRMC, as
Foreign Custody Manager, determines will provide, in their entirety, the same
or a greater level of care and protection for Corporation assets as the
specified provisions, in their entirety.

(c) (1) CRMC, as Foreign Custody Manager, will have established a system to
monitor the appropriateness of maintaining the Corporation's assets with a
particular custodian under paragraph (a) above, and the contract governing the
Corporation's arrangements under paragraph (b) above.

(2) If an arrangement no longer meets the requirements of paragraph (c), the
Corporation must withdraw its assets from the custodian as soon as reasonably
practicable.
 CRMC, as Foreign Custody Manager, will provide written reports notifying the
Corporation's Board of Directors of the placement of the Corporation's assets
with a particular custodian and of any material change in the Corporation's
arrangements, with the reports to be provided to the Board at such times as the
Board deems reasonable and appropriate based on the circumstances of the
Corporation's non-U.S. custody arrangements.
 CRMC, in performing the responsibilities delegated to it as the Corporation's
Foreign Custody Manager, will exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the Corporation's
assets would exercise.
Capital Research and Management Company
January 15, 1999
Page
 This Agreement (and the appointment of CRMC as the Corporation's Foreign
Custody Manager) may be terminated at any time, without payment or any penalty,
by the Board of Directors of the Corporation or by vote of a majority (within
the meaning of the 1940 Act) of the outstanding voting securities of the Trust,
on sixty (60) days' written notice to CRMC, or by CRMC on like notice to the
Corporation.
 The obligations of the Corporation under this Agreement are not binding upon
any of the Directors, officers, employees, agents or shareholders of the
Corporation individually, but bind only the Corporation's estate.  CRMC agrees
to look solely to the assets of the Corporation for the satisfaction of any
liability in respect of the Corporation under this Agreement and will not seek
recourse against such Directors, officers, employees, agents or shareholders,
or any of them, or any of their personal assets for such satisfaction.
 Very truly yours,
 CAPITAL WORLD GROWTH AND   INCOME FUND, INC.
 By: /s/ Vincent P. Corti
       Vincent P. Corti, Secretary
ACCEPTED AND AGREED as of the date first written above:
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
By:  /s/ Paul G. Haaga, Jr.
        Paul G. Haaga, Jr.
        Executive Vice President


March 3, 2000

                             O'MELVENY & MYERS LLP

<TABLE>
<CAPTION>
<S>                        <C>                        <C>
Century City               400 South Hope Street      Hong Kong

Newport Beach              Los Angeles, California 90071-2899   London

New York                   Telephone (213) 430-6000   Shanghai

San Francisco              Facsimile (213) 430-6407   Tokyo

Washington, D.C.           Internet: www.omm.com

</TABLE>

CAPITAL WORLD GROWTH AND INCOME FUND, INC.
333 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
DEAR LADIES AND GENTLEMEN:
AT YOUR REQUEST WE HAVE EXAMINED YOUR REGISTRATION STATEMENT ON FORM N-1A AND
THE RELATED POST-EFFECTIVE AMENDMENT NO. 10 FILED BY YOU WITH THE SECURITIES
AND EXCHANGE COMMISSION IN CONNECTION WITH THE REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OF AN INDEFINITE NUMBER OF CLASS B SHARES
OF YOUR COMMON STOCK, $0.01 PAR VALUE PER SHARE (THE "CLASS B SHARES").  WE ARE
FAMILIAR WITH THE PROCEEDINGS YOU HAVE TAKEN IN CONNECTION WITH THE
AUTHORIZATION, ISSUANCE AND SALE OF THE CLASS B SHARES.
BASED UPON OUR EXAMINATION AND UPON OUR KNOWLEDGE OF YOUR ACTIVITIES, IT IS OUR
OPINION THAT, PROVIDED THAT AN APPROPRIATE AMENDMENT TO YOUR ARTICLES OF
INCORPORATION IS DULY EFFECTED BEFORE THE ISSUED AND OUTSTANDING CLASS B SHARES
EXCEED THE AUTHORIZED NUMBER SPECIFIED IN THE ARTICLES OF INCORPORATION, THE
CLASS B SHARES UPON ISSUANCE AND SALE IN THE MANNER DESCRIBED IN THE
REGISTRATION STATEMENT WILL CONSTITUTE VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE CLASS B SHARES OF YOUR COMMON STOCK.
WE CONSENT TO THE FILING OF THIS OPINION AS AN EXHIBIT TO THE REGISTRATION
STATEMENT.
RESPECTFULLY SUBMITTED,
O'MELVENY & MYERS LLP


                       CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form N-1A of our
report dated December 30, 1999 relating to the financial statements and
per-share data and ratios of Capital World Growth and Income Fund, which
appears in such Registration Statement. We also consent to the references to us
under the headings "Financial Highlights", "Independent Accountants", and
"Prospectuses and Reports to Shareholders" in such Registration Statement.
PricewaterhouseCoopers LLP
Los Angeles, California
March 8, 2000


PLAN OF DISTRIBUTION
of
CAPITAL WORLD GROWTH AND INCOME FUND, INC.
relating to its
CLASS B SHARES
WHEREAS, Capital World Growth and Income Fund, Inc. (the Fund) is a Maryland
Corporation that offers two classes of shares of common stock, 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 common stock 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 Directors of the Fund 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 Funds 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 Funds 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 Funds 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 Funds 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 Distributors Allocable Portion of
the Distribution Fee;
(ii) notwithstanding anything to the contrary in this Plan or the Agreement,
the Funds 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 Distributors 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 Funds 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 Distributors 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 Distributors 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 Funds obligation to pay the
Distributors 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 Directors of such Affected Funds, including the Independent
Directors (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 Directors of the Fund and (ii) those Directors 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 Directors), 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 Directors 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 Funds Class B
shares at any time by vote of a majority of the Independent Directors, 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 October 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:
0. 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 Directors
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 DIRECTORS.  While this Plan is in effect, the selection and
nomination of Independent Directors shall be committed to the discretion of the
Independent Directors 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 3, 1999.
CAPITAL WORLD GROWTH AND
INCOME FUND, INC.
By
Paul G. Haaga, Jr., President
By
Vincent P. Corti, Secretary
SCHEDULE A
to the
Plan of Distribution of
Capital World Growth and Income Fund, Inc.
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.


                   CAPITAL WORLD GROWTH AND INCOME FUND, INC.
                              MULTIPLE CLASS PLAN
WHEREAS, Capital World Growth and Income Fund, Inc. (the Fund), a Maryland
corporation, 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 common stock;
WHEREAS, American Funds Distributors, Inc. (the Distributor) serves as the
principal underwriter for the Fund;
WHEREAS, the Fund 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 common stock,
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 Directors of the Fund 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 Funds 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 Directors of the Fund; and (ii) those
Directors of the Fund who are not interested persons of the Fund (as defined in
the 1940 Act) (Independent Directors).
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 Funds prospectus and SAI.
(ii) Class A shares are subject to an annual distribution expense under the
Funds Class A Plan of Distribution of up to 0.30% of average net assets, as set
forth in the Funds 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 Funds prospectus and SAI.
(ii) Class B shares shall be subject to an annual distribution expense under
the Funds Class B Plan of Distribution of up to 1.00% of average net assets, as
set forth in the Funds 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 Funds 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 Directors of the Fund; and (ii) the
Independent Directors.
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 Directors of the Fund; and (ii) Independent Directors 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 Directors of the Fund;
and (ii) Independent Directors.
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 Directors of the Fund; and (ii) Independent Directors.  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 Fund has caused this Plan to be executed by its
officers thereunto duly authorized, as of December 3, 1999.
CAPITAL WORLD GROWTH AND
INCOME FUND, INC.
By
Paul G. Haaga, Jr., President
By
Vincent P. Corti, 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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