UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM N-CSR
                         Certified Shareholder Report of
                   Registered Management Investment Companies

                   Investment Company Act File Number: 811-32



                           Fundamental Investors, Inc.
               (Exact Name of Registrant as specified in charter)

                    P.O. Box 7650, One Market, Steuart Tower
                         San Francisco, California 94120
                    (Address of principal executive offices)



       Registrant's telephone number, including area code: (415) 421-9360

                   Date of fiscal year end: December 31, 2003

                   Date of reporting period: December 31, 2003





                                 Patrick F. Quan
                                    Secretary
                           Fundamental Investors, Inc.
                    P.O. Box 7650, One Market, Steuart Tower
                         San Francisco, California 94120
                     (name and address of agent for service)


                                   Copies to:
                             Robert E. Carlson, Esq.
                      Paul, Hastings, Janofsky &Walker LLP
                             515 South Flower Street
                          Los Angeles, California 90071
                          (Counsel for the Registrant)








ITEM 1 - Reports to Stockholders
[logo - American Funds(R)]

The right choice for the long term(R)

FUNDAMENTAL INVESTORS

25 years of managing through multiple perspectives

[photo of an apartment building in the reflection of a mirrored glass office
building]

Annual report for the year ended December 31, 2003

FUNDAMENTAL INVESTORS(SM) seeks long-term growth of capital and income primarily
through investments in common stocks.

This fund is one of the 29 American  Funds,  the nation's  third-largest  mutual
fund  family.  For more than seven  decades,  Capital  Research  and  Management
Company,  SM the American  Funds  adviser,  has invested with a long-term  focus
based on thorough research and attention to risk.


                                                             

CONTENTS                                                               PAGE

Letter to shareholders; Results at a glance                               1
Chart: The value of a long-term perspective                               4
Special report: 25 years of managing through
  multiple perspectives                                                   6
Investment portfolio                                                     12
Financial statements                                                     20
Directors and officers                                                   32
The American Funds family                                        back cover


Please  see  page 4 for  Class A  share  results  with  relevant  sales  charges
deducted.  Results for other share  classes can be found on page 31.  Please see
the inside back cover for important information about other share classes.

The fund's 30-day yield for Class A shares as of January 31, 2004, calculated in
accordance with the Securities and Exchange Commission  formula,  was 1.48%. The
fund's  distribution  rate for Class A shares as of that  date was  1.30%.  Both
reflect the 5.75% maximum sales charge. The SEC yield reflects the rate at which
the fund is earning  income on its current  portfolio  of  securities  while the
distribution  rate  reflects  the fund's past  dividends  paid to  shareholders.
Accordingly, the fund's SEC yield and distribution rate may differ.

FIGURES SHOWN ARE PAST RESULTS AND ARE NOT PREDICTIVE OF FUTURE PERIODS. CURRENT
AND FUTURE RESULTS MAY BE LOWER OR HIGHER THAN THOSE SHOWN. BECAUSE SHARE PRICES
MAY  DECLINE,  THE VALUE OF YOUR  HOLDINGS  MAY  DECREASE.  FOR THE MOST CURRENT
INFORMATION AND MONTH-END RESULTS, VISIT AMERICANFUNDS.COM.  INVESTING FOR SHORT
PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT FDIC-INSURED, NOR ARE THEY
DEPOSITS OF OR GUARANTEED BY A BANK OR ANY OTHER ENTITY.  INVESTING  OUTSIDE THE
UNITED  STATES  INVOLVES  ADDITIONAL  RISKS,  SUCH  AS  CURRENCY   FLUCTUATIONS,
POLITICAL   INSTABILITY,   DIFFERING  SECURITIES   REGULATIONS  AND  PERIODS  OF
ILLIQUIDITY, WHICH ARE DETAILED IN THE FUND'S PROSPECTUS.

FELLOW SHAREHOLDERS:

[photo of an apartment building in the reflection of a mirrored glass office
building]

We are pleased to report that Fundamental  Investors posted a 32.0% total return
for the 12 months ended December 31, 2003,  helped by the economic  recovery and
the decline in the U.S. dollar.

That result significantly  outpaced the returns of its two benchmarks as well as
those of the broader stock market.  The Lipper Large-Cap Core Funds Index, which
tracks funds that allow a wide latitude of companies in their portfolios, posted
a 24.8% return.  The Lipper Large-Cap Value Funds Index, which tracks funds that
invest in companies that are undervalued within their industries, gained 28.0%.

The broader  stock  market as measured  by the  unmanaged  Standard & Poor's 500
Composite  Index,  which  tracks  relatively  large  companies  listed  on  U.S.
exchanges, posted a 28.7% gain for the year.

GENERATING A CONSISTENT INCOME

Despite the continuing  struggle to find companies that pay high  dividends,  we
are also  pleased  to  report  that the  fund met its goal of  providing  steady
quarterly income, paying shareholders a total of 40 cents a share for the year.

Over the past decade,  Fundamental  Investors has  consistently  maintained  its
quarterly  dividend,  even  while the payout of  dividends  as a  percentage  of
company earnings declined.  With the passage of President Bush's tax bill, which
reduced the maximum tax rate on qualified dividends to 15% for shareholders,  we
expect that the dividend culture in the United States will improve.  This change
is  significant  to a fund like  Fundamental  Investors,  whose  objective is to
provide capital appreciation as well as income.

[Begin Sidebar]
RESULTS AT A GLANCE
Returns for periods ended December 31, 2003, with all distributions reinvested.

                                                                                                       

                                                               1 year            5 years(1)     10 years(1)   Lifetime(1)(2)

Fundamental Investors                                          +32.0%             +5.1%           +11.9%              +14.2%
Lipper Large-Cap Core Funds Index                              +24.8              -1.1             +9.3                  --(3)
Lipper Large-Cap Value Funds Index                             +28.0              +1.2            +10.1               +13.1
Standard & Poor's 500 Composite Index(4)                       +28.7              -0.6            +11.1               +13.5

(1)  Average annual total return.
(2)  Since Capital Research and Management Company began managing the fund on
     August 1, 1978.
(3)  Index began on December 29, 1978.
(4)  Unmanaged.

[End Sidebar]

[[Begin Sidebar]
Figures shown are past results and are not predictive of future periods. Current
and future results may be lower or higher than those shown. Because share prices
may  decline,  the value of your  holdings  may  decrease.  For the most current
information and month-end results, visit americanfunds.com. Results shown are at
net asset  value.  If a sales  charge  (maximum  5.75%) had been  deducted,  the
results would have been lower.
[End Sidebar]

A BROAD-BASED RECOVERY

At the beginning of 2003,  the fund's  portfolio was well  positioned to benefit
from a global economic recovery and a decline in the U.S. dollar.

During the past year, the U.S. dollar declined 8.1% on a trade-weighted basis(1)
and  significantly  more  than that  against  the euro,  which has  helped  U.S.
cyclical  companies to gain market  share  globally.  As a result,  the fund was
helped by its significant  concentration in cyclical stocks such as Dow Chemical
(+40.0%),   a  chemical   manufacturer;   Deere  (+41.9%),   a  manufacturer  of
agricultural  and  construction  equipment;  and  Alcoa  (+66.8%),  an  aluminum
producer.  All are among the fund's top 10 holdings  and posted gains well above
that of the broader stock market.

(1) As measured by the J.P.  Morgan  Trade-Weighted  Real Broad  Effective  U.S.
Dollar Index.

Semiconductor manufacturer Texas Instruments (+95.7%), another top holding, also
helped the fund's results, as its stock price experienced a significant recovery
after several years of negative returns.

Retail  companies,  which  generally do well during an economic  recovery,  also
posted solid gains for the period.  Among these are Lowe's  Companies  (+47.7%),
the home-improvement chain, and Limited Brands (+29.4%), an apparel and personal
products retailer.

Of the fund's top 10  holdings,  only SBC  Communications  (-3.8%)  declined  in
value, in part due to competitive  pressures.  Despite its struggles,  we remain
confident in the company's long-term potential.

AN INCREASE IN INTERNATIONAL HOLDINGS

The decline of the U.S.  dollar,  which makes foreign  currencies  worth more in
dollars, helped the stock prices of non-U.S.  companies to appreciate this year.
Fundamental  Investors'  ability to invest up to 30% of its  assets in  non-U.S.
companies  gave us the  flexibility  to take  advantage of the  weakening-dollar
trend.  Over the past  year,  we  increased  the  fund's  exposure  to stocks of
non-U.S. companies from 19.6% to 22.9% of the overall portfolio.

[Begin Sidebar]
[begin pie chart]
WHERE THE FUND'S ASSETS WERE INVESTED

Percent of net assets as of December 31, 2003

United States           73.2%
Europe                  12.5%
Asia/Pacific             5.7%
Other                    4.7%
Cash & equivalents       3.9%
[end pie chart]
[End Sidebar]

Much of that  increase  was in  Asia/Pacific,  where we  expanded  our  presence
significantly,  particularly in China and Japan. In China, a growing economy and
improving  political  climate are creating  new  investment  opportunities.  The
increasing  number of cellular  phone users in that  country,  for example,  has
helped China Telecom (+134.7%) to post significant gains this year.

China's economic growth has also provided a much-needed boost to Japan, which we
believe is finally  recovering  from a decade-long  period of economic  malaise.
Over the last  eight  months  of the  fiscal  year,  we added  holdings  such as
Hitachi,  which  manufactures  electronics  equipment,  and NEC,  which provides
computer-based systems, to the fund's portfolio.

Other non-U.S. holdings that posted strong gains this period include Norsk Hydro
(+38.1%),  a Norwegian oil and gas company;  Suncor Energy (+60.2%),  a Canadian
energy company; and AstraZeneca  (+36.9%),  a London-based  pharmaceutical giant
that made progress in getting several new products to market.

We  believe  that  improving  fundamentals  and  reasonable  valuations  in many
non-U.S. companies will continue to offer attractive investment opportunities.

[Begin Sidebar]
FUNDAMENTAL INVESTORS' TOTAL RETURN YEAR BY YEAR (ENDING DECEMBER 31)

                                                                                      

                                                 Capital return           Income return        Total return

1994                                                    -1.2%                 +2.5%                +1.3%
1995                                                   +31.9                  +2.3                +34.2
1996                                                   +18.2                  +1.8                +20.0
1997                                                   +25.0                  +1.7                +26.7
1998                                                   +15.2                  +1.5                +16.7
1999                                                   +23.2                  +1.4                +24.6
2000                                                    +3.1                  +1.2                 +4.3
2001                                                   -10.9                  +1.3                 -9.6
2002                                                   -19.1                  +1.8                -17.3
2003                                                   +30.2                  +1.8                +32.0

10-year average annual total return                                                               +11.9%
10-year cumulative total return                                                                  +209.2
Lifetime cumulative total return (since August 1, 1978)                   +2,803.7

Total  return  measures  both capital  results  (changes in net asset value) and
income return (from income  dividends),  assuming  reinvestment of all dividends
and capital gain distributions.

[End Sidebar]

STAYING FOCUSED

At this point, we believe that the global economic  recovery,  led by the United
States and Asia,  is still in its early  stages and will likely  gain  momentum,
which should help to increase the profitability of many companies.  As a result,
we are not  planning  any major  shifts in the  portfolio;  we will  continue to
remain focused on cyclical and dividend-paying companies.

Over the  years,  Fundamental  Investors'  flexibility  and  ability to react to
changing economic environments have helped the fund to produce solid returns for
shareholders.  During the past  10-year  period,  the fund has earned an average
annual total return of 11.9%,  surpassing the S&P 500's 11.1% return, the Lipper
Large-Cap  Core Funds Index's 9.3% return and the Lipper  Large-Cap  Value Funds
Index's 10.1% return.

For a better  understanding  of what  distinguishes  Fundamental  Investors from
other  growth-and-income  funds,  please see our feature  starting on page 6. As
always, we appreciate your continued support.

Sincerely,

/s/ James F. Rothenberg
James F. Rothenberg
Chairman

/s/ Dina N. Perry
Dina N. Perry
President

February 11, 2004

[Begin Sidebar]
Figures shown are past results and are not predictive of future periods. Current
and future results may be lower or higher than those shown. Because share prices
may  decline,  the value of your  holdings  may  decrease.  For the most current
information and month-end results, visit americanfunds.com. Results shown are at
net asset  value.  If a sales  charge  (maximum  5.75%) had been  deducted,  the
results would have been lower.
[End Sidebar]

THE VALUE OF A LONG-TERM PERSPECTIVE

HOW A $10,000 INVESTMENT HAS GROWN

The chart and accompanying table illustrate how a $10,000 investment in the fund
grew between  August 1, 1978 -- when Capital  Research  and  Management  Company
became Fundamental  Investors'  investment adviser -- and December 31, 2003. The
chart  also  shows how  Standard  & Poor's  500  Composite  Index and the Lipper
Large-Cap  Value Funds Index fared over this same period,  and what  happened to
inflation (as measured by the Consumer Price Index).

Fund  figures  reflect  deduction  of the maximum  sales  charge of 5.75% on the
$10,000 investment.1 Thus, the net amount invested was $9,425.

Here are the fund's average annual total returns on a $1,000 investment with all
distributions  reinvested for periods ended December 31, 2003,  assuming payment
of the 5.75% maximum sales charge at the beginning of the stated periods:


                                    

                                       Average annual
Class A shares                           total return

1 year                                        +24.36%
5 years                                        +3.85%
10 years                                      +11.29%

Results for other share classes can be found on page 31.


Figures shown are past results and are not predictive of future periods. Current
and future results may be lower or higher than those shown. Because share prices
may  decline,  the value of your  holdings  may  decrease.  For the most current
information and month-end results, visit americanfunds.com.

(1)  As outlined in the prospectus, the sales charge is reduced for accounts of
     $25,000 or more.
(2)  Includes  reinvested  dividends  of $46,655  and  reinvested  capital  gain
     distributions of $130,729.
(3)  Includes  reinvested  capital  gain  distributions  of $73,002 but does not
     reflect income dividends of $27,279 taken in cash.
(4)  For the period August 1, 1978 (when Capital Research and Management Company
     became investment adviser) through December 31, 1978.
(5)  Computed  from data  supplied by the U.S.  Department  of Labor,  Bureau of
     Labor Statistics.

The  results  shown  are  before  taxes on fund  distributions  and sale of fund
shares.

The S&P 500 is  unmanaged,  does  not  reflect  sales  charges,  commissions  or
expenses and cannot be invested in directly.

[begin mountain chart]
<table>
<s>       <c>                     <c>         <c>                          <c>
                                              Fundamental Investors        Fundamental Investors
                                              with dividends               not including
                                              reinvested  (1) (2)          dividends (1) (3)
          Initial Investment      7/31/1978   $ 9,425                       $9,425
1978      High                    11-Sep       10,000                        9,919
          Low                     14-Nov        8,667                        8,596
          Close                   29-Dec        9,155                        8,947
1979      Low                     27-Feb        9,086                        8,880
          High                    5-Oct        10,823                       10,310
          Close                   31-Dec       10,556                        9,892
1980      Low                     21-Apr        9,625                        8,907
          High                    20-Nov       13,131                       11,876
          Close                   31-Dec       12,807                       11,390
1981      High                    27-Apr       13,986                       12,308
          Low                     25-Sep       11,906                       10,243
          Close                   31-Dec       12,654                       10,688
1982      Low                     22-Jan       10,593                        8,947
          High                    7-Dec        17,346                       13,833
          Close                   31-Dec       16,957                       13,522
1983      Low                     3-Jan        16,636                       13,266
          High                    10-Oct       21,599                       16,721
          Close                   30-Dec       21,389                       16,424
1984      High                    9-Jan        22,004                       16,896
          Low                     24-Jul       18,549                       13,980
          Close                   31-Dec       22,621                       16,759
1985      Low                     1-May        22,882                       16,819
          High                    16-Dec       29,736                       21,355
          Close                   31-Dec       29,448                       21,148
1986      Low                     14-Feb       31,766                       22,665
          High                    4-Sep        36,571                       25,757
          Close                   31-Dec       35,941                       25,151
1987      High                    25-Aug       50,132                       34,478
          Low                     4-Dec        33,691                       23,002
          Close                   31-Dec       37,295                       25,463
1988      Low                     20-Jan       36,464                       24,895
          High                    5-Jul        43,076                       28,988
          Close                   30-Dec       43,246                       28,561
1989      Low                     3-Jan        43,068                       28,443
          High                    9-Oct        58,786                       38,138
          Close                   29-Dec       55,597                       35,438
1990      High                    4-Jun        60,265                       37,947
          Low                     11-Oct       46,988                       29,390
          Close                   31-Dec       52,130                       32,180
1991      Low                     9-Jan        50,201                       30,989
          High                    31-Dec       67,947                       40,940
          Close                   31-Dec       67,947                       40,940
1992      Low                     8-Apr        66,472                       39,828
          High                    12-Nov       72,487                       42,938
          Close                   31-Dec       74,871                       44,059
1993      Low                     8-Jan        74,615                       43,908
          High                    2-Nov        88,379                       51,169
          Close                   31-Dec       88,466                       50,884
1994      High                    2-Feb        91,634                       52,706
          Low                     8-Dec        86,773                       48,708
          Close                   30-Dec       89,641                       50,319
1995      Low                     3-Jan        89,539                       50,261
          High                    29-Nov      119,498                       66,056
          Close                   29-Dec      120,306                       66,210
1996      Low                     10-Jan      117,715                       64,784
          High                    26-Nov      145,602                       79,119
          Close                   31-Dec      144,352                       78,143
1997      Low                     11-Apr      144,443                       77,891
          High                    7-Oct       189,427                      101,423
          Close                   31-Dec      182,855                       97,513
1998      High                    17-Jul      212,584                      112,606
          Low                     8-Oct       173,534                       91,600
          Close                   31-Dec      213,421                      112,292
1999      Low                     14-Jan      211,060                      111,050
          High                    10-Dec      258,554                      134,742
          Close                   31-Dec      265,882                      138,151
2000      High                    1-Sep       293,957                      151,363
          Low                     21-Dec      266,380                      136,743
          Close                   29-Dec      277,235                      142,315
2001      High                    1-Feb       287,822                      147,750
          Low                     21-Sep      211,970                      107,718
          Close                   31-Dec      250,761                      126,959
2002      High                    19-Mar      260,698                      131,491
          Low                     9-Oct       182,355                       91,253
          Close                   31-Dec      207,271                      102,816
2003      Low                     12-Mar      186,058                       91,854
          High                    31-Dec      273,523                      133,434
          Close                   31-Dec      273,523                      133,434


                                              S&P 500 Index with
                                              dividends reinvested
          Initial Investment      7/31/1978   $10,000
1978      High                    12-Sep       10,670
          Low                     14-Nov        9,306
          Close                   29-Dec        9,762
1979      Low                     27-Feb        9,807
          High                    5-Oct        11,769
          Close                   31-Dec       11,579
1980      Low                     27-Mar       10,627
          High                    28-Nov       15,813
          Close                   31-Dec       15,336
1981      High                    6-Jan        15,603
          Low                     25-Sep       13,172
          Close                   31-Dec       14,581
1982      Low                     12-Aug       12,625
          High                    9-Nov        17,877
          Close                   31-Dec       17,723
1983      Low                     3-Jan        17,433
          High                    10-Oct       22,491
          Close                   30-Dec       21,721
1984      Low                     24-Jul       19,933
          High                    6-Nov        23,337
          Close                   31-Dec       23,083
1985      Low                     4-Jan        22,592
          High                    16-Dec       30,417
          Close                   31-Dec       30,407
1986      Low                     22-Jan       29,286
          High                    2-Dec        37,737
          Close                   31-Dec       36,082
1987      High                    25-Aug       51,060
          Low                     4-Dec        34,314
          Close                   31-Dec       37,977
1988      Low                     20-Jan       37,293
          High                    21-Oct       44,800
          Close                   30-Dec       44,267
1989      Low                     3-Jan        43,883
          High                    9-Oct        58,837
          Close                   29-Dec       58,269
1990      High                    16-Jul       61,897
          Low                     11-Oct       50,026
          Close                   31-Dec       56,457
1991      Low                     9-Jan        53,255
          High                    31-Dec       73,620
          Close                   31-Dec       73,620
1992      Low                     8-Apr        70,130
          High                    18-Dec       80,063
          Close                   31-Dec       79,222
1993      Low                     8-Jan        78,011
          High                    28-Dec       87,854
          Close                   31-Dec       87,189
1994      High                    2-Feb        90,223
          Low                     4-Apr        82,600
          Close                   30-Dec       88,336
1995      Low                     3-Jan        88,305
          High                    13-Dec      122,408
          Close                   29-Dec      121,491
1996      Low                     10-Jan      118,049
          High                    25-Nov      152,084
          Close                   31-Dec      149,367
1997      Low                     2-Jan       148,615
          High                    5-Dec       201,641
          Close                   31-Dec      199,183
1998      Low                     9-Jan       190,410
          High                    29-Dec      258,425
          Close                   31-Dec      256,100
1999      Low                     14-Jan      252,550
          High                    31-Dec      309,980
          Close                   31-Dec      309,980
2000      High                    24-Mar      322,882
          Low                     20-Dec      269,684
          Close                   29-Dec      281,766
2001      High                    30-Jan      293,173
          Low                     21-Sep      207,919
          Close                   31-Dec      248,303
2002      High                    19-Mar      253,587
          Low                     9-Oct       169,983
          Close                   31-Dec      193,447
2003      Low                     12-Mar      176,642
          High                    31-Dec      248,903
          Close                   31-Dec      248,903




                                              Lipper Large-Cap Value
                                              Fund Index with
                                              dividends reinvested
          Initial Investment      7/31/1978    $             10,000
1978      High                    31-Aug                     10,377
          Low                     31-Oct                      9,281
          Close                   29-Dec                      9,669
1979      Low                     28-Feb                      9,757
          High                    30-Sep                     11,676
          Close                   31-Dec                     11,667
1980      Low                     31-Mar                     10,929
          High                    30-Nov                     14,925
          Close                   31-Dec                     14,658
1981      High                    31-May                     15,457
          Low                     30-Sep                     13,965
          Close                   31-Dec                     14,879
1982      Low                     31-Jul                     14,113
          High                    31-Dec                     18,622
          Close                   31-Dec                     18,622
1983      Low                     31-Jan                     19,113
          High                    30-Nov                     23,082
          Close                   30-Dec                     22,968
1984      Low                     31-May                     21,001
          High                    31-Dec                     24,352
          Close                   31-Dec                     24,352
1985      Low                     31-Jan                     25,997
          High                    31-Dec                     31,784
          Close                   31-Dec                     31,784
1986      Low                     31-Jan                     32,353
          High                    31-Aug                     38,779
          Close                   31-Dec                     37,754
1987      High                    31-Aug                     49,169
          Low                     30-Nov                     36,275
          Close                   31-Dec                     38,736
1988      Low                     31-Jan                     40,556
          High                    31-Oct                     44,818
          Close                   30-Dec                     44,776
1989      Low                     28-Feb                     46,751
          High                    29-Dec                     56,851
          Close                   29-Dec                     56,851
1990      High                    31-May                     58,357
          Low                     31-Oct                     49,728
          Close                   31-Dec                     54,547
1991      Low                     31-Jan                     57,401
          High                    31-Dec                     71,251
          Close                   31-Dec                     71,251
1992      Low                     31-Mar                     70,391
          High                    31-Dec                     77,417
          Close                   31-Dec                     77,417
1993      Low                     31-Jan                     78,305
          High                    31-Dec                     87,686
          Close                   31-Dec                     87,686
1994      Low                     31-Mar                     84,698
          High                    31-Aug                     90,912
          Close                   30-Dec                     87,848
1995      Low                     31-Jan                     89,430
          High                    29-Dec                    117,051
          Close                   29-Dec                    117,051
1996      Low                     31-Jan                    120,651
          High                    30-Nov                    144,146
          Close                   31-Dec                    141,708
1997      Low                     31-Mar                    144,318
          High                    31-Dec                    182,058
          Close                   31-Dec                    182,058
1998      Low                     31-Aug                    174,202
          High                    31-Dec                    215,266
          Close                   31-Dec                    215,266
1999      Low                     28-Feb                    213,832
          High                    30-Jun                    239,434
          Close                   31-Dec                    238,470
2000      Low                     29-Feb                    218,784
          High                    31-Aug                    246,137
          Close                   29-Dec                    243,131
2001      High                    31-Jan                    245,154
          Low                     30-Sep                    204,448
          Close                   31-Dec                    222,282
2002      High                    31-Mar                    226,552
          Low                     30-Sep                    164,352
          Close                   31-Dec                    178,544
2003      Low                     31-Mar                    169,823
          High                    31-Dec                    228,532
          Close                   31-Dec                    228,532




                                              Consumer Price Index
                                              (inflation)(5)
          Initial Investment      7/31/1978   $10,000
1978      Low                     31-Jul      10,000
          High                    29-Dec      10,304
          Close                   29-Dec      10,304
1979      Low                     31-Jan      10,396
          High                    31-Dec      11,674
          Close                   31-Dec      11,674
1980      Low                     31-Jan      11,842
          High                    31-Dec      13,135
          Close                   31-Dec      13,135
1981      Low                     31-Jan      13,242
          High                    31-Dec      14,307
          Close                   31-Dec      14,307
1982      Low                     31-Jan      14,353
          High                    31-Oct      14,947
          Close                   31-Dec      14,855
1983      Low                     31-Jan      14,886
          High                    30-Dec      15,419
          Close                   30-Dec      15,419
1984      Low                     31-Jan      15,510
          High                    31-Oct      16,027
          Close                   31-Dec      16,027
1985      Low                     31-Jan      16,058
          High                    31-Dec      16,636
          Close                   31-Dec      16,636
1986      Low                     30-Apr      16,530
          High                    31-Dec      16,819
          Close                   31-Dec      16,819
1987      Low                     31-Jan      16,925
          High                    30-Nov      17,565
          Close                   31-Dec      17,565
1988      Low                     31-Jan      17,610
          High                    30-Dec      18,341
          Close                   30-Dec      18,341
1989      Low                     31-Jan      18,432
          High                    29-Dec      19,193
          Close                   29-Dec      19,193
1990      Low                     31-Jan      19,391
          High                    30-Nov      20,365
          Close                   31-Dec      20,365
1991      Low                     31-Jan      20,487
          High                    31-Dec      20,989
          Close                   31-Dec      20,989
1992      Low                     31-Jan      21,020
          High                    30-Nov      21,613
          Close                   31-Dec      21,598
1993      Low                     31-Jan      21,705
          High                    30-Nov      22,192
          Close                   31-Dec      22,192
1994      Low                     31-Jan      22,253
          High                    30-Nov      22,785
          Close                   30-Dec      22,785
1995      Low                     31-Jan      22,877
          High                    31-Oct      23,394
          Close                   29-Dec      23,364
1996      Low                     31-Jan      23,501
          High                    30-Nov      24,140
          Close                   31-Dec      24,140
1997      Low                     31-Jan      24,216
          High                    31-Oct      24,597
          Close                   31-Dec      24,551
1998      Low                     31-Jan      24,597
          High                    31-Oct      24,962
          Close                   31-Dec      24,947
1999      Low                     31-Jan      25,008
          High                    30-Nov      25,616
          Close                   31-Dec      25,616
2000      Low                     31-Jan      25,693
          High                    30-Nov      26,499
          Close                   29-Dec      26,484
2001      Low                     31-Jan      26,651
          High                    30-Sep      27,139
          Close                   31-Dec      26,895
2002      Low                     31-Jan      26,956
          High                    31-Oct      27,595
          Close                   31-Dec      27,534
2003      Low                     31-Jan      27,656
          High                    30-Sep      28,189
          Close                   31-Dec      28,052
</table>
[end mountain chart]




                                                                                           

Year ended
December 31                        19784(4)      1979         1980          1981         1982         1983         1984

Capital value
Dividends in cash                   $216          405          553           580          634          594          556
Value at year-end                 $8,947        9,892       11,390        10,688       13,522       16,424       16,759

Total value
Dividends reinvested                $217          421          603           665          768          755          734
Value at year-end                 $9,155       10,556       12,807        12,654       16,957       21,389       22,621

Total return                       -8.4%         15.3         21.3          -1.2         34.0         26.1          5.8

Year ended
December 31                         1985         1986         1987          1988         1989         1990         1991

Capital value
Dividends in cash                    582          636          717           895        1,225        1,058          904
Value at year-end                 21,148       25,151       25,463        28,561       35,438       32,180       40,940

Total value
Dividends reinvested                 795          894        1,034         1,328        1,877        1,679        1,478
Value at year-end                 29,448       35,941       37,295        43,246       55,597       52,130       67,947

Total return                        30.2         22.0          3.8          16.0         28.6         -6.2         30.3

Year ended
December 31                         1992         1993         1994          1995         1996         1997         1998

Capital value
Dividends in cash                    988        1,084        1,238         1,160        1,196        1,351        1,428
Value at year-end                 44,059       50,884       50,319        66,210       78,143       97,513      112,292

Total value
Dividends reinvested               1,655        1,858        2,171         2,082        2,187        2,511        2,691
Value at year-end                 74,871       88,466       89,641       120,306      144,352      182,855      213,421

Total return                        10.2         18.2          1.3          34.2         20.0         26.7         16.7


Year ended
December 31                         1999         2000         2001          2002         2003

Capital value
Dividends in cash                  1,578        1,716        1,844         2,289        1,850
Value at year-end                138,151      142,315      126,959       102,816      133,434(3)

Total value
Dividends reinvested               3,013        3,319        3,611         4,553        3,755
Value at year-end                265,882      277,235      250,761       207,271      273,523(2)

Total return                        24.6          4.3         -9.6         -17.3         32.0


Average annual total rate of return for 25-1/2 years 13.9%(1)

25 YEARS OF MANAGING THROUGH MULTIPLE PERSPECTIVES

[Begin Photo Caption]
[photo of Dina Perry]

VALUE

"I try to look for sectors of the economy that I think have been unrecognized by
the  market,  not  only in  terms of  valuation  but in  terms  of their  growth
prospects."
- --Dina Perry
[photo of a door with chipped white paint]
[End Photo Caption]

THIS YEAR,  FUNDAMENTAL  INVESTORS  CELEBRATES ITS 25TH ANNIVERSARY WITH CAPITAL
RESEARCH AND MANAGEMENT COMPANY, ADVISER TO THE AMERICAN FUNDS.

The  fund's  origins,  however,  actually  date  back  some 70  years.  From its
inception in 1932 through  1978,  Fundamental  Investors  was managed by several
well-known  firms.  During that 46-year  period,  the fund lagged the  unmanaged
Standard & Poor's 500 Composite Index,  which tracks  relatively large companies
listed on U.S. exchanges.

On August 1, 1978,  Capital  Research became the fund's adviser.  Although there
have been periods since then when Fundamental  Investors lagged the S&P 500, the
fund's  average  annual total return of 14.2% as of December 31, 2003,  outpaced
the S&P 500's return of 13.5%.

While the fund has  certainly  benefited  from the  tremendous  growth in global
stock  markets  over the past 25-year  period,  we believe that it is its unique
management system,  consistent  investment  approach and focus on dividends that
have helped the fund to post above-average returns over the long term.

[Begin Sidebar]
Figures shown are past results and are not predictive of future periods. Current
and future results may be lower or higher than those shown. Because share prices
may  decline,  the value of your  holdings  may  decrease.  For the most current
information and month-end results, visit americanfunds.com. Results shown are at
net asset  value.  If a sales  charge  (maximum  5.75%) had been  deducted,  the
results would have been lower.
[End Sidebar]

In this year's annual  report,  several of the fund's  investment  professionals
discuss what distinguishes  Fundamental Investors among other  growth-and-income
funds.  Included in the discussion are Dina Perry,  president of the fund, along
with portfolio  counselors Gordon Crawford and Mike Kerr, and investment analyst
Ron Morrow.

WHAT MAKES FUNDAMENTAL INVESTORS SPECIAL?

MIKE:   The  fund  is  probably  the  most  flexible  of  the  American   Funds'
growth-and-income  portfolios.  It  is  managed  by  four  individuals  who  are
extremely  different  in how they  invest  and  what  motivates  them.  The fund
probably changes its stripes more throughout the investment cycle than the other
growth-and-income  funds. Right now, we are more exposed to economic forces than
we would have been a year or two ago.

GORDON:  First,  I would  say  that  the  portfolio  counselors  who make up the
management team are a more aggressive  group on average  compared with the other
growth-and-income  funds  managed by Capital  Research.  That,  coupled with its
relatively   smaller   size,   makes   it  the  most   growth-oriented   of  the
growth-and-income  funds.  As a result,  I think this fund will do best in an up
market,  and  hopefully  do as well or better  than the  others  over a complete
market cycle.

DINA: Another distinguishing  characteristic is that Fundamental Investors has a
larger foreign exposure than most of the other growth-and-income funds. The fund
can invest up to 30% of its assets in non-U.S. companies. In addition, let's not
forget  that  dividends  are a  very  important  part  of  the  fund,  with  the
distribution  rate at net asset value currently at 1.39% for the 12 months ended
December 31, 2003.

WHAT ARE THE MAIN BENEFITS OF THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM?

GORDON:  I think  the mix of people  is  pretty  interesting.  We each have very
complementary  interests  and  styles.  By nature,  I am a growth  investor.  My
analytical responsibilities historically have been entertainment,  insurance and
semiconductor  production  equipment,  so I tend to  migrate  toward  media  and
consumer  companies,  and some  financial  services  and  technology.  Mike Kerr
focuses on energy and other commodities. Jim Drasdo is at the other extreme from
myself.  He's very much a value-oriented  investor,  and focuses on cyclical and
industrial  stocks.  Ron Morrow is a food  analyst.  And Dina's  training  as an
economist leads her to turnaround stories and companies that are out of favor.

DINA: Given our different  backgrounds and given that we all have our individual
prejudices and beliefs,  I think we each find different  opportunities,  some of
which would be missed if the fund was run by just one person.

MIKE: For me, the main benefit is knowing that I can make  investment  decisions
that may seem unbalanced in my portion of the portfolio because I know they will
be offset by decisions being made by the other counselors.  The end result tends
to be a  reasonably  balanced  portfolio.  So it  allows  me to  act  on my  own
convictions  and do what I think will produce the best return  without having to
worry as much about lack of diversification.

HOW DO YOU DEFINE FUNDAMENTAL?

DINA:  I try  to  look  for  sectors  of the  economy  that I  think  have  been
unrecognized by the market, not only in terms of valuation but in terms of their
growth  prospects.  So, for  example,  when there was a  significant  selloff in
technology  stocks  in 2001,  we took a look at that  area.  We also  looked  at
capital goods stocks because the market  assumed the economic  recovery would be
weak and that these companies would not do well. The third area I emphasized was
the material sector,  which would benefit from a  stronger-than-expected  global
economic recovery and a weak dollar.

MIKE: As fundamental investors, we are clearly  value-oriented,  but we are more
willing to match up a high-yielding name such as Altria with a low-yielding name
such as Lowe's  Companies in order to generate  income,  which is a strategy not
typically  found in a  growth-and-income  portfolio.  We're  also  willing to be
flexible  to achieve our yield,  and that  includes  looking  outside the United
States.

RON: I would define fundamental as those companies that have better-than-average
growth and those  industries that have good growth prospects for the next three-
to five-year  period.  So, I'm looking for companies that can  accelerate  their
rate of earnings and  dividend  growth due to changing  circumstances  in either
their industries or their own businesses.

HOW ARE YOU POSITIONING THE FUND IN THE CURRENT ECONOMIC ENVIRONMENT?

GORDON:  Right now, my part of the  portfolio is positioned  for a  synchronized
global economic recovery. The United States is in a strong recovery,  boosted by
very low interest rates and a very stimulative fiscal policy.  Europe, which has
been the sick man of the world  economy,  is  beginning to show signs of growth.
Perhaps the most exciting part of the global  economy is the  geographic  region
spanning from India to Taiwan. That whole sector of the world is growing rapidly
and that's  beginning  to lift  Japan out of a  decade-long  period of  economic
malaise.  So we could  have a world in which  all the  major  markets  are in an
accelerating  mode, and that will probably result in robust  corporate  profits,
but inflationary pressures.

In that environment,  you want to own companies that are economically  sensitive
and cyclical. So I own a lot of industrial, media and retail companies -- all of
which are industries that will benefit from a booming economy.

RON: I agree that inflation will probably start to accelerate. So I've been more
interested in companies that have businesses and/or assets "in the ground," such
as Noranda,  a copper  producer,  and Murphy Oil,  an oil and gas  producer.  In
response  to the  depreciation  of the U.S.  dollar,  I am also  positioning  my
portfolio toward international companies and some domestic companies that export
internationally.

WHAT ARE SOME OF YOUR FAVORITE STOCKS RIGHT NOW?

MIKE: I have a fairly large exposure to energy,  metals and minerals  companies,
which  typically  do well in an  inflationary  environment.  Some of my favorite
holdings  include Norsk Hydro, an energy  conglomerate;  Suncor Energy,  another
energy company that has been a long-term  holding in the fund;  Freeport-McMoRan
Copper & Gold, a mining company; and BHP Billiton, an oil and gas producer.

Another  example is Lowe's  Companies,  which I believe is still a fundamentally
sound value. Despite its terrific price performance -- up about 48% for the year
- -- its price-to-earnings ratio and growth rate are still basically aligned.

[Begin Photo Caption]
[photo of grass]

GROWTH

"I'm  looking for  companies  that can  accelerate  their rate of  earnings  and
dividend  growth due to changing  circumstances  in either their  industries  or
their own businesses."
- -- Ron Morrow
[photo of Ron Morrow]
[End Photo Caption]

[Begin Photo Caption]
[photo of Mike Kerr]
"We have the option to invest in non-U.S.  companies,  but it is not  mandatory.
That  allows us to obtain  yield  overseas  and also to take  advantage  of U.S.
dollar trends as they become  visible to us. So again,  it's another  example of
having the flexibility to react to an environment that we see coming."
- --Mike Kerr

FLEXIBILITY

[photo of orange construction cones]
[End Photo Caption]

[Begin Sidebar]
RESEARCH MAKES THE DIFFERENCE

At the core of Fundamental  Investors' investment process is intensive research.
The fund is  supported  by 20  analysts,  who are in turn  part of the  research
effort maintained by Capital Research and Management Company,  adviser to all of
the American Funds.

Fundamental  research  is  approached  as  an  ongoing  process  of  information
gathering,  number crunching and relationship building. Analysts spend much time
talking to company  officials,  competitors,  suppliers  and  creditors to get a
well-rounded view of a company's  prospects.  They typically have long histories
with  the  companies  they  follow,  which  allows  them to take  the  level  of
discussion at meetings with management to a more sophisticated level.

At most of the  American  Funds,  analysts  are also given a portion of a fund's
assets to manage on their own. That enables them, within the fund's  guidelines,
to act on their own convictions.  "It's a great way to communicate  ideas," says
Terry McGuire,  who oversees the research  portfolio.  "Most importantly,  as an
analyst,  it puts you in the role of putting your money where your mouth is. You
have to put your ideas to work."

In effect,  the system  offers the best  attributes  of both  individualism  and
teamwork,  with no need for consensus.  As a result,  the research portfolio has
sometimes been referred to as "the home for lonely ideas."

For  example,  the largest  holding in the research  portfolio  right now is SBC
Communications, the telecommunications services company. At first glance, it's a
stock that many  investors may  overlook.  During 2003, as Standard & Poor's 500
Composite  Index  posted a 28.7%  gain,  SBC  declined  by 3.8%,  in part due to
competitive pressures.  But for Brad Vogt, a telecommunications  analyst for the
fund, SBC offers a ripe  opportunity to own a company whose stock price does not
necessarily reflect the company's improving outlook and potential.

"SBC has a strong  core  base of  earnings,  a sound  balance  sheet  and  solid
management," he says.  "Plus, it pays a dividend yield more than twice the level
of the S&P 500," which helps the fund to meet its dividend requirement.

Going forward, Brad feels that some of the competitive pressures are easing, and
that the  company is making  progress in growth  areas such as DSL and  wireless
services.  In  addition,  the company has  recently  increased  its dividend and
announced a stock  buyback.  "I believe SBC's earnings will start to recover and
that  the  company  has  an  opportunity  to be a big  part  of a  consolidating
telecommunications  sector," he says. "In the meantime, the growing dividend and
return of capital have given me the  confidence to hold the stock during a tough
period."

Because analysts are evaluated on their results over rolling  four-year  periods
- --as are the  portfolio  counselors  -- they can  afford  to make  this  kind of
long-term  investment  in a stock that may not provide  immediate  results,  but
could have a strong  impact  over time.  In effect,  the system not only  allows
analysts to act on their highest  convictions,  but also aligns their  financial
rewards with yours -- the long-term shareholder. [End Sidebar]

[Begin Photo Caption]
[photo of Gordon Crawford]
"Dividends are ultimately how the shareholder gets paid,  particularly if you're
a longer term investor. Dividend-paying companies tend to have better accounting
practices,  better  balance  sheets and better  visibility in their  process."
- -- Gordon Crawford

INCOME

[photo of five similar potted plants, in various stages of growth]
[End Photo Caption]

DINA:  One  company  I put  great  emphasis  on was  Deere,  a  manufacturer  of
agricultural and construction equipment, which gained 42% in 2003. Investors had
overlooked  the company  because they  expected the capital  goods cycle and the
recovery in the farm sector to be weak.  That was not the case.  Just looking at
the supply and demand balance, I felt that the price of agricultural commodities
would increase and, as a result,  farm income would  increase,  which would mean
that farmers would likely buy more  equipment.  The declining  U.S.  dollar also
helped by making American exports of agricultural commodities more attractive.

GORDON: My style is more  growth-oriented,  but I am broadly  diversified in the
cyclical  area.  I own an  eclectic  group  of  businesses  ranging  from  paper
companies like  International  Paper and Temple-Inland,  to machinery  companies
like Eaton.

I also own  growth-oriented  companies  that are  leveraged to a recovery in the
industrial economy, such as electrical-equipment  manufacturer Emerson Electric,
and media and technology companies like Time Warner and Microsoft.

HOW DOES THE RESEARCH TEAM BRING VALUE TO THE FUND?

GORDON: There's probably just a handful of other investment management companies
that have as many research analysts in as many geographic  locations speaking as
many of  their  native  tongues  as we do.  As a  result,  the  flow of ideas is
unbelievable,  regardless  of whether  you're  interested in investing in India,
China,  Japan, Korea or the United States.  (For more about our research effort,
see page 9.)

WHAT ROLE DO DIVIDENDS PLAY IN THE FUND?

DINA: Because of the fund's high dividend requirement, we mostly buy stocks with
yields. If I buy a company that doesn't pay any dividends, I have to offset that
with companies that pay a high dividend. For example, I own Cisco Systems, which
doesn't  pay a dividend,  but I offset  that by owning some REITs or  utilities,
which have higher  dividends than the S&P 500.  Given the favorable  taxation on
dividends under the new tax code, I think the emphasis on dividends by investors
will increase.

GORDON:  Dividends are ultimately how the shareholder gets paid, particularly if
you're a longer term  investor.  Dividend-paying  companies  tend to have better
accounting  practices,  better  balance  sheets and better  visibility  in their
process.

DO YOU FIND THAT THE NEW TAX CODE HAS MADE IT EASIER TO FIND INCOME?

MIKE: I think the payout of dividends as a percentage  of earnings will increase
after  declining  for more than a decade.  The  dividend  culture  in the United
States has clearly improved over the past two years.  Companies used to think we
were   old-fashioned  when  we  asked  for  dividend  hikes  rather  than  stock
repurchases.  Companies now understand that a dividend,  especially with the new
tax  code,  is  probably  the best way to  reward  shareholders.  So I think the
overall attitude is improving.

We're proud at  Fundamental  Investors  that we have been able to  maintain  our
dividend throughout one of the worst dividend-paying periods in S&P 500 history.
That's a tremendous achievement.

[Begin Sidebar]
A UNIQUE MANAGEMENT SYSTEM

Capital  Research and Management  Company,  adviser to the American  Funds,  has
developed a unique method we call the  "multiple  portfolio  counselor  system."
Here's how it works:  Fundamental  Investors'  assets are divided into portions.
Each of the four  portfolio  counselors  manages  his or her own  portion of the
fund; a fifth  segment is managed by the fund's  research  analysts.  What makes
this system unique is that it enables counselors to consult with each other, yet
follow their own highest  convictions.  It also provides for diverse viewpoints,
with each counselor  bringing his or her own investment style to the process and
a depth of experience ranging from 20 to 32 years.

                                                                           

                                          Years of investment                    Years with American Funds
                                                    experience                               or affiliates

Gordon Crawford                                             32                                          32
James Drasdo                                                31                                          26
Dina Perry                                                  25                                          12
Mike Kerr                                                   20                                          18

[End Sidebar]

HOW DOES THE  FUND'S  ABILITY  TO  INVEST UP TO 30% OF ITS  ASSETS  IN  NON-U.S.
COMPANIES ADD VALUE TO THE PORTFOLIO?

MIKE:  We have  the  option  to  invest  in  non-U.S.  companies,  but it is not
mandatory. That allows us to obtain yield overseas and also to take advantage of
U.S. dollar trends as they become visible to us. So again,  it's another example
of having the flexibility to react to an environment that we see coming.

GORDON: I think all of us find a lot of value outside the United States. There's
obviously  some benefit from owning  assets  outside the United  States with the
dollar declining, but there's also just a lot of world-class companies that sell
at lower multiples in other parts of the world.

WHAT TRENDS AND  DEVELOPMENTS  DO YOU BELIEVE WILL IMPACT THE FUND OVER THE NEXT
SEVERAL YEARS?

GORDON:  We keep looking at the continued  development of technology  because it
certainly is changing the way people live and work. As a subset of that, I think
we have to be aware not only of opportunities to invest in companies  related to
the Internet, but also to avoid owning companies whose businesses are inevitably
threatened by the Internet.

DINA:  I think some trends  will  include the  development  of new and  improved
technologies,  strong defense spending and cost containment in the medical area.
Another  trend  that  most  people  are  not   anticipating  is  growth  in  the
manufacturing  sector, which I believe will do well for several reasons.  First,
U.S. companies have really consolidated.  Secondly,  they had a difficult period
due to a strong currency and, as a result, are very lean and mean. Finally, with
the declining U.S. dollar, they are able to have some pricing power.

RON:  Being  an  election  year,  2004 is going  to be an  interesting  time for
domestic  companies.  Changes in the  administration  and Congress can either be
extremely   detrimental   or   beneficial  to  companies  in  the  health  care,
pharmaceutical and certainly tobacco industries.

Considering how much the dollar has already declined,  I will probably look more
toward  Asia  rather  than  Europe  in some of my  international  holdings.  I'm
extremely interested in the resurgence of the Japanese economy and the growth in
Asia,  particularly in China and India. I'm interested in not only the companies
based there,  but in some of the domestic  companies  that will benefit from the
growth in those economies.

MIKE:  Globalization  is just a nonstoppable  trend.  The role of China over the
next decade is a huge issue.  If China and India are successful in becoming more
meaningful  parts of the global  economy,  it will be extremely  bullish for the
global economy  because  another 2 billion people will have joined the world and
are going to become  consumers.  Whether  China can  successfully  pull off this
great  leap  forward  is  unprecedented  and  highly  risky,  but  it's the most
meaningful question for anyone investing globally today.


INVESTMENT PORTFOLIO, December 31, 2003

[begin pie chart]
                                          Percent of
INDUSTRY DIVERSIFICATION                  Net Assets

Equity securities                             94.92 %
Oil & Gas                                      8.70
Metals & Mining                                5.90
Aerospace & Defense                            5.08
Pharmaceuticals                                5.05
Commercial Banks                               4.98
Other industries                              65.21
Bonds & notes                                  1.16
Cash & equivalents                             3.92

[end pie chart]



                                 

                                  Percent
                                   of net
LARGEST EQUITY HOLDINGS            assets

Dow Chemical                         2.67 %
Suncor Energy                        2.12
Altria Group                         2.07
Time Warner                          2.02
Norsk Hydro                          1.89
FleetBoston Financial                1.86
Deere                                1.84
Microsoft                            1.76
Alcoa                                1.64
SBC Communications                   1.61



                                                                                                               

                                                                                                  Shares or          Market value
EQUITY SECURITIES (COMMON AND PREFERRED STOCKS AND CONVERTIBLE DEBENTURES) - 94.92%        principal amount                 (000)

OIL & GAS  -  8.70%
Suncor Energy Inc. (Canada)                                                                      17,903,010        $      449,165
Norsk Hydro AS (ADR) (Norway)                                                                     3,559,000               219,946
Norsk Hydro AS                                                                                    2,934,600               180,130
LUKoil Holding (ADR) (Russia)                                                                     2,250,000               209,475
Murphy Oil Corp.                                                                                  2,370,000               154,785
Shell Canada Ltd. (Canada)                                                                        3,273,200               154,766
ConocoPhillips                                                                                    1,700,000               111,469
Unocal Corp.                                                                                      1,900,000                69,977
Unocal Capital Trust 6.25% convertible preferred 2026                                         $     450,000                22,950
ChevronTexaco Corp.                                                                               1,000,000                86,390
Burlington Resources Inc.                                                                         1,000,000                55,380
Imperial Oil Ltd. (Canada)                                                                        1,184,778                52,628
Royal Dutch Petroleum Co., New York registered (Netherlands)                                        875,000                45,841
Exxon Mobil Corp.                                                                                   750,000                30,750


METALS & MINING  -  5.90%
Alcoa Inc.                                                                                        9,173,800               348,604
BHP Billiton Ltd. (Australia)                                                                    23,945,030               219,501
Freeport-McMoRan Copper & Gold Inc., Class B                                                      4,973,100               209,517
Rio Tinto PLC (United Kingdom)                                                                    6,500,000               178,866
CONSOL Energy Inc.  (1) (2)                                                                       3,700,000                86,247
Phelps Dodge Corp.  (3)                                                                             965,620                73,474
Inco Ltd. (Canada) (3)                                                                            1,632,300                64,998
Massey Energy Co.                                                                                 2,011,700                41,843
Arch Coal, Inc. 5.00% convertible preferred 2049                                              $     200,000                17,068
BlueScope Steel Ltd. (formerly BHP Steel Ltd.) (Australia)                                        2,113,020                 8,898


AEROSPACE & DEFENSE  -  5.08%
Boeing Co.                                                                                        7,350,000               309,729
Raytheon Co.                                                                                      7,592,732               228,086
Raytheon Co. - RC Trust I 8.25% convertible preferred 2006                                        1,180,000 units          64,050
Northrop Grumman Corp.                                                                            1,150,000               109,940
Northrop Grumman Corp. 7.25% convertible preferred 2004                                             572,690 units          59,388
General Dynamics Corp.                                                                            1,772,900               160,252
Honeywell International Inc.                                                                      1,500,000                50,145
United Technologies Corp.                                                                           525,000                49,754
Bombardier Inc., Class B (Canada)                                                                 7,500,000                31,670
Lockheed Martin Corp.                                                                               248,200                12,757


PHARMACEUTICALS  -  5.05%
AstraZeneca PLC (Sweden)                                                                          2,660,000               129,399
AstraZeneca PLC  (United Kingdom)                                                                 2,000,000                95,590
AstraZeneca PLC (ADR)                                                                             1,676,266                81,098
Sanofi-Synthelabo (France)                                                                        2,850,000               213,566
Eli Lilly and Co.                                                                                 2,850,000               200,440
Bristol-Myers Squibb Co.                                                                          4,350,000               124,410
Merck & Co., Inc.                                                                                 1,700,000                78,540
Schering-Plough Corp.                                                                             3,900,000                67,821
Forest Laboratories, Inc.  (3)                                                                      700,000                43,260
Pfizer Inc                                                                                        1,000,000                35,330


COMMERCIAL BANKS  -  4.98%
FleetBoston Financial Corp.                                                                       9,030,000               394,160
Allied Irish Banks, PLC (Ireland)                                                                12,170,334               194,466
Cullen/Frost Bankers, Inc.                                                                        2,550,000               103,453
KeyCorp                                                                                           3,100,000                90,892
Bank of Ireland (Ireland)                                                                         6,500,000                88,278
Bank of America Corp.                                                                               698,400                56,172
National Bank of Canada (Canada)                                                                  1,405,000                46,790
Comerica Inc.                                                                                       800,000                44,848
St. George Bank Ltd. (Australia)                                                                  2,450,279                35,931


DIVERSIFIED TELECOMMUNICATION SERVICES  -  4.33%
SBC Communications Inc.                                                                          13,050,000               340,213
China Telecom Corp. Ltd., Class H (China)                                                       400,000,000               164,895
Verizon Communications Inc.                                                                       4,615,000               161,894
Telecom Italia SpA, nonvoting (Italy) (3)                                                        34,200,000                69,328
Deutsche Telekom AG (Germany) (3)                                                                 2,300,000                41,890
Deutsche Telekom International Finance BV 6.50% convertible bonds 2006               Euro        12,000,000                17,612
Swisscom AG (Switzerland)                                                                     $     167,510                55,041
Telefonica, SA (Spain) (3)                                                                        2,950,000                43,101
AT&T Corp.                                                                                          800,000                16,240
Sprint Corp. - FON Group                                                                            400,000                 6,568


MEDIA  -  4.29%
Time Warner Inc. (formerly AOL Time Warner Inc.) (3)                                             23,815,000               428,432
News Corp. Ltd., preferred (ADR) (Australia)                                                      8,610,000               260,452
Comcast Corp., Class A  (3)                                                                       2,825,500                92,874
Comcast Corp., Class A, special nonvoting stock  (3)                                                500,000                15,640
Dow Jones & Co., Inc.                                                                             1,800,000                89,730
Liberty Media Corp., Class A  (3)                                                                   915,000                10,879
Interpublic Group of Companies, Inc. 1.87% convertible subordinated notes
   2006 (1)                                                                                  $    8,168,000                 7,576
UnitedGlobalCom, Inc., Class A   (1) (2) (3)                                                        225,035                 1,717
Antena 3 Television, SA (Spain) (3)                                                                   9,979                   438


CHEMICALS  -  4.17%
Dow Chemical Co.                                                                                 13,625,000               566,391
E.I. du Pont de Nemours and Co.                                                                   3,000,000               137,670
Shin-Etsu Chemical Co., Ltd. (Japan)                                                              1,940,000                79,110
Air Products and Chemicals, Inc.                                                                  1,300,000                68,679
Lyondell Chemical Co.                                                                             1,450,000                24,577
Potash Corp. of Saskatchewan Inc. (Canada)                                                           69,200                 5,984


MACHINERY  -  4.16%
Deere & Co.                                                                                       5,971,100               388,420
Caterpillar Inc.                                                                                  2,600,000               215,852
Parker Hannifin Corp.                                                                             2,600,000               154,700
Eaton Corp.                                                                                         850,000                91,783
Illinois Tool Works Inc.                                                                            357,200                29,973


INSURANCE  -  3.81%
American International Group, Inc.                                                                3,800,000               251,864
Allstate Corp.                                                                                    3,500,000               150,570
XL Capital Ltd., Class A                                                                          1,825,000               141,529
Irish Life & Permanent PLC (Ireland)                                                              7,000,000               112,466
Chubb Corp. 7.00% convertible preferred 2005                                                      1,200,000 units          34,272
Chubb Corp.                                                                                         300,000                20,430
Aon Corp.                                                                                         1,767,400                42,312
St. Paul Companies, Inc.                                                                            700,000                27,755
21st Century Insurance Group                                                                      1,808,900                24,872


PAPER & FOREST PRODUCTS  -  2.98%
International Paper Co.                                                                           5,275,000               227,405
Weyerhaeuser Co.                                                                                  2,883,000               184,512
Norske Skogindustrier ASA, Class A (Norway)                                                       6,566,900               124,706
Oji Paper Co., Ltd. (Japan)                                                                       6,500,000                41,877
Bowater Inc.                                                                                        700,000                32,417
Georgia-Pacific Corp., Georgia-Pacific Group                                                        698,640                21,427


INDUSTRIAL CONGLOMERATES  -  2.98%
General Electric Co.                                                                              9,150,000               283,467
3M Co.                                                                                            2,500,000               212,575
Tyco International Ltd.                                                                           5,125,000               135,813


SPECIALTY RETAIL  -  2.57%
Lowe's Companies, Inc.                                                                            5,524,900               306,024
Limited Brands, Inc.                                                                             13,200,000               237,996


ELECTRIC UTILITIES  -  2.31%
Dominion Resources, Inc.                                                                          4,590,000               292,980
DTE Energy Co.                                                                                    1,606,900                63,312
American Electric Power Co., Inc.                                                                 1,902,100                58,033
TXU Corp.                                                                                         1,167,200                27,686
FirstEnergy Corp.                                                                                   569,200                20,036
E.ON AG (Germany)                                                                                   300,000                19,483
Entergy Corp.                                                                                       150,000                 8,570


MULTI-UTILITIES & UNREGULATED POWER  -  2.15%
Duke Energy Corp.                                                                                10,275,000               210,124
Questar Corp.                                                                                     3,000,000               105,450
Public Service Enterprise Group Inc.                                                              1,480,000                64,824
Constellation Energy Group, Inc.                                                                  1,500,000                58,740
El Paso Corp.                                                                                     2,100,000                17,199


COMPUTERS & PERIPHERALS  -  2.14%
International Business Machines Corp.                                                             2,225,000               206,213
Sun Microsystems, Inc.  (3)                                                                      21,000,000                94,290
NEC Corp. (Japan)                                                                                11,516,000                84,593
Hewlett-Packard Co.                                                                               3,000,000                68,910


TOBACCO  -  2.07%
Altria Group, Inc.                                                                                8,050,000               438,081


FOOD PRODUCTS  -  1.94%
Unilever NV, New York registered (Netherlands)                                                    4,100,000               266,090
Sara Lee Corp.                                                                                    3,375,000                73,271
General Mills, Inc.                                                                               1,404,200                63,610
Kraft Foods Inc., Class A                                                                           200,000                 6,444
H.J. Heinz Co.                                                                                       70,000                 2,550


SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT  -  1.89%
Texas Instruments Inc.                                                                           11,353,424               333,564
Maxim Integrated Products, Inc.                                                                     701,600                34,940
Linear Technology Corp.                                                                             500,000                21,035
ASML Holding NV 5.50% convertible notes 2010                                        Euro          6,000,000                10,760


ELECTRONIC EQUIPMENT & INSTRUMENTS  -  1.88%
Sanmina Corp. 0% convertible subordinated debentures 2020                                   $   166,000,000                85,075
SCI Systems, Inc. 3.00% convertible subordinated debentures 2007                             $   54,500,000                51,775
Agilent Technologies, Inc.   (3)                                                                  3,700,000               108,188
Agilent Technologies, Inc. 3.00% convertible debentures 2021 (4)                             $   15,074,000                16,544
Agilent Technologies, Inc. 3.00% convertible debentures 2021 (1)  (4)                        $   10,370,000                11,381
Hitachi, Ltd. (Japan)                                                                            14,824,000                89,157
Solectron Corp. 7.25% ACES convertible preferred 2004                                             1,200,000 units          20,016
Murata Manufacturing Co., Ltd. (Japan)                                                              300,000                16,172


SOFTWARE  -  1.76%
Microsoft Corp.                                                                                  13,565,000               373,580


IT SERVICES  -  1.59%
Automatic Data Processing, Inc.                                                                   5,375,000               212,904
Sabre Holdings Corp., Class A                                                                     2,645,304                57,112
Electronic Data Systems Corp.                                                                     1,400,000                34,356
Electronic Data Systems Corp. 7.625% FELINE PRIDES 2004                                             279,600 units           6,411
Ceridian Corp.  (3)                                                                               1,200,000                25,128


COMMUNICATIONS EQUIPMENT  -  1.57%
Cisco Systems, Inc.  (3)                                                                          7,000,000               170,030
Motorola, Inc.                                                                                    8,000,000               112,560
Motorola, Inc. 7.00% convertible preferred 2004                                                     800,000 units          34,744
Corning Inc.  (3)                                                                                 1,520,000                15,854


AUTOMOBILES  -  1.41%
Toyota Motor Corp. (Japan)                                                                        6,000,000               202,216
General Motors Corp.                                                                              1,800,000                96,120


ENERGY EQUIPMENT & SERVICES  -  1.41%
Halliburton Co.                                                                                   7,500,000               195,000
Baker Hughes Inc.                                                                                 3,200,000               102,912


CAPITAL MARKETS  -  1.33%
J.P. Morgan Chase & Co.                                                                           7,685,000               282,270


ELECTRICAL EQUIPMENT  -  1.31%
Emerson Electric Co.                                                                              4,300,000               278,425


MULTILINE RETAIL  -  1.30%
Target Corp.                                                                                      4,890,000               187,776
May Department Stores Co.                                                                         3,000,000                87,210


BEVERAGES  -  1.18%
Anheuser-Busch Companies, Inc.                                                                    1,700,000                89,556
PepsiCo, Inc.                                                                                     1,800,000                83,916
Coca-Cola Co.                                                                                     1,500,000                76,125


THRIFTS & MORTGAGE FINANCE  -  0.97%
Fannie Mae                                                                                        2,117,800               158,962
Independence Community Bank Corp.                                                                 1,295,900                46,614


CONTAINERS & PACKAGING  -  0.81%
Temple-Inland Inc. (5)                                                                            2,750,000               172,343


ROAD & RAIL  -  0.81%
Union Pacific Corp.                                                                               1,500,000               104,220
Burlington Northern Santa Fe Corp.                                                                2,100,000                67,935


FOOD & STAPLES RETAILING  -  0.61%
Walgreen Co.                                                                                      3,345,000               121,691
SYSCO Corp.                                                                                         200,000                 7,446


AUTO COMPONENTS  -  0.57%
Magna International Inc., Class A (Canada)                                                        1,000,000                80,050
Dana Corp.                                                                                        2,215,300                40,651


GAS UTILITIES  -  0.57%
NiSource Inc.                                                                                     2,800,000                61,432
KeySpan Corp.                                                                                     1,584,000                58,291


AIR FREIGHT & LOGISTICS  -  0.53%
United Parcel Service, Inc., Class B                                                              1,500,000               111,825


REAL ESTATE  -  0.46%
Equity Residential                                                                                2,850,000                84,104
MI Developments Inc., Class A (Canada) (3)                                                          500,000                13,960


HEALTH CARE PROVIDERS & SERVICES  -  0.40%
HCA Inc.                                                                                          1,000,000                42,960
CIGNA Corp.                                                                                         725,000                41,688


WIRELESS TELECOMMUNICATION SERVICES  -  0.35%
Vodafone Group PLC (United Kingdom)                                                              30,175,000                74,533


AIRLINES  -  0.32%
Continental Airlines, Inc., Class B  (3)                                                          2,675,000                43,522
Southwest Airlines Co.                                                                            1,500,000                24,210


OTHER  -  0.41%
Amgen Inc.  (3)                                                                                     500,000                30,900
Allied Waste Industries, Inc., Series C, 6.25% convertible preferred 2006                     $     360,000                27,540
InterActiveCorp  (3)                                                                                456,000                15,472
Avon Products, Inc.                                                                                 170,000                11,473
Colgate-Palmolive Co.                                                                                10,000                   501


MISCELLANEOUS  -  1.87%
Other equity securities in initial period of acquisition                                                                  396,852


TOTAL EQUITY SECURITIES (cost: $16,872,105,000)                                                                        20,107,307




                                                                                           Principal amount
BONDS & NOTES - 1.16%                                                                                 (000)

AIRLINES  -  0.75%
Northwest Airlines, Inc.:
 8.875% 2006                                                                                   $     58,185                53,094
 7.625% 2005                                                                                         37,860                37,103
 9.875% 2007                                                                                         15,335                14,032
 7.875% 2008                                                                                         16,566                13,874
 8.52% 2004                                                                                           5,000                 5,050
Continental Airlines, Inc. 8.00% 2005                                                                28,600                27,956
Delta Air Lines, Inc., Series 1993-A2, 10.50% 2016 (6)                                               11,500                 8,740


MEDIA  -  0.26%
Charter Communications Holdings, LLC 8.25% 2007                                                      50,000                47,250
Time Warner Inc. 10.15% 2012                                                                          6,000                 8,021


DIVERSIFIED TELECOMMUNICATION SERVICES  -  0.15%
Comcast UK Cable Partners Ltd. 11.20% 2007                                                           19,570                19,864
AT&T Corp. 6.50% 2006 (1) (4)                                                       Euro              8,950                12,048



TOTAL BONDS & NOTES (cost: $226,029,000)                                                                                  247,032





SHORT-TERM SECURITIES - 3.82%

CORPORATE SHORT-TERM NOTES  -  3.15%
CAFCO, LLC 1.07%-1.09% due 1/22-1/28/2004 (1)                                                  $     79,700                79,641
Coca-Cola Co. 1.01%-1.03% due 1/26-3/5/2004                                                          72,000                71,918
Park Avenue Receivables Corp. 1.08%-1.09% due 1/9-1/29/2004 (1)                                      60,999                60,971
Procter & Gamble Co. 1.02%-1.05% due 1/9-2/9/2004 (1)                                                55,000                54,959
Pfizer Inc 1.02%-1.03% due 1/16-1/28/2004 (1)                                                        54,200                54,170
Receivables Capital Corp. 1.07%-1.08% due 1/20-2/3/2004 (1)                                          50,000                49,958
Edison Asset Securitization LLC 1.07%-1.08% due 1/8-2/17/2004 (1)                                    49,100                49,044
Preferred Receivables Funding Corp. 1.08% due 1/29-2/5/2004 (1)                                      47,611                47,568
E.I. DuPont de Nemours & Co. 1.04%-1.05% due 1/23-1/27/2004                                          45,000                44,966
BellSouth Corp. 1.01%-1.03% due 1/7-1/21/2004 (1)                                                    35,200                35,187
Netjets Inc. 1.06%-1.07% due 1/12-2/10/2004 (1)                                                      33,600                33,575
Verizon Network Funding Corp. 1.02%-1.03% due 1/22-2/11/2004                                         25,000                24,979
Merck & Co. Inc. 1.01% due 1/20/2004                                                                 21,018                21,006
Caterpillar Financial Serivces Corp. 1.01% due 3/4/2004                                              20,000                19,964
Harley-Davidson Funding Corp. 1.01%-1.05% due 1/2-1/15/2004 (1)                                      14,500                14,496
Johnson Controls Inc. 0.94% due 1/2/2004 (1)                                                          5,000                 5,000


U.S. TREASURIES  -  0.34%
U.S. Treasury Bills 0.87%-0.93% due 2/12-2/19/2004                                                   72,100                72,026


CERTIFICATES OF DEPOSIT  -  0.18%
Wells Fargo & Co. 1.04%-1.07% due 1/9-1/13/2004                                                      38,000                38,000


FEDERAL AGENCY DISCOUNT NOTES  -  0.15%
International Bank for Reconstruction and Development 1.01% due 2/6/2004                             26,100                26,073
Student Loan Marketing Assn. 1.00% due 1/13/2004                                                      5,300                 5,298



TOTAL SHORT-TERM SECURITIES (cost: $808,795,000)                                                                          808,799


TOTAL INVESTMENT SECURITIES (cost: $17,906,929,000)                                                                    21,163,138
OTHER ASSETS LESS LIABILITIES                                                                                              20,899

NET ASSETS                                                                                                            $21,184,037


(1) Purchased in a private placement transaction; resale may be
    limited to qualified institutional buyers; resale to the public
    may require registration.
(2) Valued under fair value procedures adopted by authority of the Board
    of Directors.
(3) Security did not produce income during the last 12 months.
(4) Coupon rate may change periodically.
(5) The fund owns 5.07% of the outstanding voting securities of Temple-Inland
    Inc., and thus is considered an affiliate of this company under the
    Investment Company Act of 1940.
(6) Pass-through security backed by a pool of mortgages or other loans on
    which principal payments are periodically made.  Therefore, the effective
    maturity is shorter than the stated maturity.

ADR = American Depositary Receipts

See Notes to Financial Statements



FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES         (dollars and shares in thousands,
at December 31, 2003                                except per-share amounts)

                                                                                                             

ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $17,786,564)                                                    $20,990,795
  Affiliated issuers (cost: $120,365)                                                             172,343          $21,163,138
 Cash                                                                                                                      184
 Receivables for:
  Sales of investments                                                                             10,918
  Sales of fund's shares                                                                           28,061
  Dividends and interest                                                                           39,234               78,213
                                                                                                                    21,241,535
LIABILITIES:
 Payables for:
  Purchases of investments                                                                         12,832
  Repurchases of fund's shares                                                                     32,289
  Investment advisory services                                                                      4,711
  Services provided by affiliates                                                                   6,294
  Deferred Directors' compensation                                                                  1,145
  Other fees and expenses                                                                             227               57,498
NET ASSETS AT DECEMBER 31, 2003                                                                                    $21,184,037

NET ASSETS CONSIST OF:
 Capital paid in on shares of capital stock                                                                        $19,291,562
 Undistributed net investment income                                                                                    65,000
 Accumulated net realized loss                                                                                      (1,429,024)
 Net unrealized appreciation                                                                                         3,256,499
NET ASSETS AT DECEMBER 31, 2003                                                                                    $21,184,037


TOTAL AUTHORIZED CAPITAL STOCK - 1,000,000 SHARES, $1.00 PAR VALUE

                                                                                             

                                                                                                            Net asset
                                                           Net assets         Shares outstanding      value per share
                                                                                                                  (1)
Class A                                                    $19,211,574                   665,890               $28.85
Class B                                                        836,257                    29,039                28.80
Class C                                                        413,527                    14,371                28.78
Class F                                                        310,658                    10,771                28.84
Class 529-A                                                     88,073                     3,054                28.84
Class 529-B                                                     18,648                       647                28.83
Class 529-C                                                     26,786                       929                28.83
Class 529-E                                                      4,447                       154                28.83
Class 529-F                                                      1,116                        39                28.82
Class R-1                                                        2,122                        74                28.79
Class R-2                                                       45,068                     1,566                28.77
Class R-3                                                       65,698                     2,280                28.82
Class R-4                                                       47,539                     1,649                28.83
Class R-5                                                      112,524                     3,899                28.86
(1) Maximum offering price and redemption price per share were equal to the net
    asset value per share for all share classes, except for classes A and
    529-A, for which the maximum offering prices per share were $30.61 and
    $30.60, respectively.



See Notes to Financial Statements

STATEMENT OF OPERATIONS
for the year ended December 31, 2003                    (dollars in thousands)

                                                                                                                 

INVESTMENT INCOME:
 Income:
  Dividends (net of non-U.S. withholding
            tax of $8,769; also includes
            $3,485 from affiliates)                                                               $409,558
  Interest                                                                                          73,821             $483,379

 Fees and expenses:
  Investment advisory services                                                                      48,382
  Distribution services                                                                             50,115
  Transfer agent services                                                                           20,126
  Administrative services                                                                            1,703
  Reports to shareholders                                                                              678
  Registration statement and prospectus                                                                341
  Postage, stationery and supplies                                                                   2,172
  Directors' compensation                                                                              354
  Auditing and legal                                                                                    84
  Custodian                                                                                          1,002
  State and local taxes                                                                                  1
  Other                                                                                                187
  Total expenses before reimbursement                                                              125,145
   Reimbursement of expenses                                                                           126              125,019
 Net investment income                                                                                                  358,360

NET REALIZED LOSS AND UNREALIZED
 APPRECIATION ON INVESTMENTS
 AND NON-U.S. CURRENCY:
 Net realized loss on:
  Investments                                                                                     (602,732)
  Non-U.S. currency transactions                                                                      (764)            (603,496)
 Net unrealized appreciation on:
  Investments                                                                                    5,356,632
  Non-U.S. currency translations                                                                        51            5,356,683
   Net realized loss and
    unrealized appreciation
    on investments and non-U.S. currency                                                                              4,753,187
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS                                                                                                     $5,111,547




See Notes to Financial Statements





STATEMENT OF CHANGES IN NET ASSETS                      (dollars in thousands)

                                                                                                                

                                                                                                        Year ended December 31
                                                                                                       2003                 2002
OPERATIONS:
 Net investment income                                                                             $358,360             $306,427
 Net realized loss on investments and
  non-U.S. currency transactions                                                                   (603,496)            (425,234)
 Net unrealized appreciation (depreciation)
  on investments and non-U.S. currency translations                                               5,356,683           (3,522,999)
  Net increase (decrease) in net assets
   resulting from operations                                                                      5,111,547           (3,641,806)

DIVIDENDS PAID TO SHAREHOLDERS FROM NET INVESTMENT INCOME                                          (283,809)            (362,738)

CAPITAL SHARE TRANSACTIONS                                                                          (69,713)              90,287

TOTAL INCREASE (DECREASE) IN NET ASSETS                                                           4,758,025           (3,914,257)

NET ASSETS:
 Beginning of year                                                                               16,426,012           20,340,269
 End of year (including
  undistributed (distributions in excess of)
  net investment income: $65,000 and $(19,176),
  respectively)                                                                                 $21,184,037          $16,426,012




See Notes to Financial Statements


NOTES TO FINANCIAL STATEMENTS



1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - Fundamental Investors, Inc. (the "fund") is registered under the
Investment Company Act of 1940 as an open-end, diversified management investment
company. The fund seeks long-term growth of capital and income primarily through
investments in common stocks.

The fund offers 14 share classes  consisting of four retail share classes,  five
CollegeAmerica  savings  plan  share  classes  and five  retirement  plan  share
classes.  The CollegeAmerica  savings plan share classes (529-A,  529-B,  529-C,
529-E and  529-F) are  sponsored  by the  Commonwealth  of  Virginia  and can be
utilized to save for college  education.  The five retirement plan share classes
(R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry
any conversion rights. The fund's share classes are described below:

                                                                      

- ---------------------------------------------------------------------------------------------------------
      SHARE CLASS       INITIAL SALES CHARGE CONTINGENT DEFERRED SALES         CONVERSION FEATURE
                                               CHARGE UPON REDEMPTION
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
  Classes A and 529-A       Up to 5.75%         None (except 1% for                   None
                                                certain redemptions
                                                 within one year of
                                                purchase without an
                                              initial sales charge)
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
  Classes B and 529-B           None           Declines from 5% to zero for      Classes B and 529-B
                                               redemptions within six years      convert to classes A and
                                               of purchase                       529-A, respectively,
                                                                                 after eight years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
        Class C                 None         1% for redemptions within    Class C converts to Class F
                                                one year of purchase             after 10 years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
      Class 529-C               None         1% for redemptions within                None
                                                one year of purchase
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
      Class 529-E               None                    None                          None
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
  Classes F and 529-F           None                    None                          None
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Classes R-1, R-2, R-3,          None                    None                          None
      R-4 and R-5
- ---------------------------------------------------------------------------------------------------------



Holders of all share classes have equal pro rata rights to assets, dividends and
liquidation.  Each  share  class has  identical  voting  rights,  except for the
exclusive right to vote on matters affecting only its class.  Share classes have
different fees and expenses ("class-specific fees and expenses"),  primarily due
to different  arrangements  for  distribution,  administrative  and  shareholder
services.  Differences  in  class-specific  fees and  expenses  will  result  in
differences in net investment  income and,  therefore,  the payment of different
per-share dividends by each class.

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


     SECURITY  VALUATION - Equity  securities are valued at the official closing
     price of, or 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.  Prices for each security are taken from the principal
     exchange or market in which the security  trades.  Fixed-income  securities
     are valued at prices  obtained from an independent  pricing  service,  when
     such prices are available.  However,  where the investment adviser deems it
     appropriate,  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. 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.
     Securities and other assets for which representative  market quotations are
     not  readily  available  are fair  valued as  determined  in good  faith by
     authority of the fund's Board of Directors. Various factors may be reviewed
     in order to make a good faith  determination  of a  security's  fair value.
     These  factors  include,  but are not  limited to, the type and cost of the
     security;  contractual  or legal  restrictions  on resale of the  security;
     relevant financial or business developments of the issuer;  actively traded
     similar  or  related  securities;  conversion  or  exchange  rights  on the
     security; related corporate actions; significant events occurring after the
     close of trading in the security; and changes in overall market conditions.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions
     are  recorded  by the fund as of the  date the  trades  are  executed  with
     brokers.   Realized  gains  and  losses  from  security   transactions  are
     determined  based  on the  specific  identified  cost  of  the  securities.
     Dividend income is recognized on the  ex-dividend  date and interest income
     is recognized on an accrual basis. Market discounts,  premiums and original
     issue  discounts on  fixed-income  securities are amortized  daily over the
     expected life of the security.

     CLASS  ALLOCATIONS - Income,  fees and expenses (other than  class-specific
     fees and  expenses)  and  realized  and  unrealized  gains and  losses  are
     allocated daily among the various share classes based on their relative net
     assets.   Class-specific   fees  and   expenses,   such  as   distribution,
     administrative  and  shareholder  services,  are  charged  directly  to the
     respective share class.

     DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS - Dividends and  distributions
     paid to shareholders are recorded on the ex-dividend date.

     NON-U.S.   CURRENCY   TRANSLATION  -  Assets  and  liabilities,   including
     investment  securities,  denominated in non-U.S.  currencies are translated
     into  U.S.  dollars  at the  exchange  rates  in  effect  at the end of the
     reporting period.  Purchases and sales of investment  securities and income
     and expenses are translated into U.S.  dollars at the exchange rates on the
     dates of such transactions.  In the accompanying financial statements,  the
     effects of changes in non-U.S.  exchange rates on investment securities are
     included with the net realized gain or loss and net unrealized appreciation
     or depreciation  on  investments.  The realized gain or loss and unrealized
     appreciation  or  depreciation   resulting  from  all  other   transactions
     denominated in non-U.S. currencies are disclosed separately.


2.       NON-U.S. INVESTMENTS

INVESTMENT  RISK - The risks of investing in securities of non-U.S.  issuers 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.

3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS

The fund  complies  with the  requirements  under  Subchapter  M of the Internal
Revenue Code applicable to mutual funds and intends to distribute  substantially
all of its net taxable  income and net capital gains each year.  The fund is not
subject to income taxes to the extent such distributions are made.

DISTRIBUTIONS - Distributions  paid to shareholders  are based on net investment
income and net realized gains  determined on a tax basis,  which may differ from
net investment income and net realized gains for financial  reporting  purposes.
These  differences  are due  primarily to differing  treatment for items such as
non-U.S. currency gains and losses; short-term capital gains and losses; capital
losses  related to sales of  securities  within 30 days of  purchase;  scheduled
interest payments not received; deferred expenses; cost of investments sold; and
net capital losses.  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 December 31, 2003, the cost of investment securities
for federal income tax purposes was $17,921,825,000.

During the year ended December 31, 2003, the fund  reclassified  $9,625,000 from
accumulated net realized loss to  undistributed  net investment  income to align
financial reporting with tax reporting.

As of December 31, 2003, the components of distributable earnings on a tax basis
were as follows:

                                                                                            

                                                                                               (dollars in thousands)
Undistributed net investment income and currency gains                                                      $  66,238
Loss deferrals related to non-U.S. currency that were realized during the
  period November 1, 2003 through December 31, 2003                                                              (93)
Short-term and long-term capital loss deferrals                                                           (1,414,128)
Gross unrealized appreciation on investment securities                                                      4,287,323
Gross unrealized depreciation on investment securities                                                    (1,046,010)


Short-term  and long-term  capital loss  deferrals  above  include  capital loss
carryforwards of $95,779,000,  $577,387,000  and $740,962,000  expiring in 2009,
2010 and 2011,  respectively.  The capital  loss  carryforwards  will be used to
offset any  capital  gains  realized  by the fund in future  years  through  the
expiration dates. The fund will not make  distributions from capital gains while
capital loss carryforwards remain.

Distributions paid to shareholders from net investment income and currency gains
were as follows (dollars in thousands):


                                                                                                                 
                                                                                                YEAR ENDED DECEMBER 31
Share class                                                                      2003                                    2002(1)
Class A                                                                       $ 267,613                                $ 345,886
Class B                                                                           6,070                                    8,215
Class C                                                                           2,626                                    3,168
Class F                                                                           3,841                                    3,838
Class 529-A                                                                         962                                      482
Class 529-B                                                                          89                                       64
Class 529-C                                                                         127                                       90
Class 529-E                                                                          35                                       15
Class 529-F                                                                           8                                        2
Class R-1                                                                             7                                        1
Class R-2                                                                           213                                       49
Class R-3                                                                           477                                       78
Class R-4                                                                           415                                       43
Class R-5                                                                         1,326                                      807
Total                                                                         $ 283,809                                $ 362,738



(1)  Class 529-A,  529-B,  529-C,  529-E and 529-F shares were offered beginning
     February 15,  2002.  Class R-1,  R-2,  R-3, R-4 and R-5 shares were offered
     beginning May 15, 2002.

4. FEES AND TRANSACTIONS WITH RELATED PARTIES

Capital Research and Management Company ("CRMC"), the fund's investment adviser,
is the parent  company of American  Funds Service  Company  ("AFS"),  the fund's
transfer agent, and American Funds  Distributors,  Inc.  ("AFD"),  the principal
underwriter of the fund's shares.

INVESTMENT  ADVISORY  SERVICES - The Investment  Advisory and Service  Agreement
with CRMC  provides for monthly fees  accrued  daily.  These fees are based on a
declining  series of annual rates  beginning with 0.390% on the first $1 billion
of daily net assets  and  decreasing  to 0.246% on such  assets in excess of $27
billion.  For the year ended December 31, 2003, the investment advisory services
fee was  $48,382,000,  which was  equivalent to an annualized  rate of 0.275% of
average daily net assets.

CLASS-SPECIFIC  FEES AND  EXPENSES - Expenses  that are  specific to  individual
share classes are accrued  directly to the respective share class. The principal
class-specific fees and expenses are described below:

          DISTRIBUTION SERVICES - The fund has adopted plans of distribution for
          all share  classes,  except Class R-5.  Under the plans,  the Board of
          Directors  approves  certain  categories  of expenses that are used to
          finance  activities  primarily intended to sell fund shares. The plans
          provide for annual  expenses,  based on a percentage  of average daily
          net assets, ranging from 0.25% to 1.00% as noted below. In some cases,
          the Board of Directors  has approved  expense  amounts lower than plan
          limits.
        
                                                                                  

         ------------------------------------------------ ----------------------------- -----------------------------
         SHARE CLASS                                       CURRENTLY APPROVED LIMITS            PLAN LIMITS
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Class A                                                     0.25%                         0.25%
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Class 529-A                                                  0.25                          0.50
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Classes B and 529-B                                          1.00                          1.00
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Classes C, 529-C and R-1                                     1.00                          1.00
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Class R-2                                                    0.75                          1.00
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Classes 529-E and R-3                                        0.50                          0.75
         ------------------------------------------------ ----------------------------- -----------------------------
         ------------------------------------------------ ----------------------------- -----------------------------
         Classes F, 529-F and R-4                                     0.25                          0.50
         ------------------------------------------------ ----------------------------- -----------------------------
        

          All share  classes may use up to 0.25% of average  daily net assets to
          pay service  fees, or to  compensate  AFD for paying  service fees, to
          firms that have entered into agreements with AFD for providing certain
          shareholder  services.  Expenses  in  excess of these  amounts,  up to
          approved limits, may be used to compensate dealers and wholesalers for
          shares sold.

          For classes A and 529-A,  the Board of Directors has also approved the
          reimbursement  of dealer and  wholesaler  commissions  paid by AFD for
          certain shares sold without a sales charge.  Each class reimburses AFD
          for amounts  billed  within the prior 15 months but only to the extent
          that the overall annual expense limit of 0.25% is not exceeded.  As of
          December  31, 2003,  there were no  unreimbursed  expenses  subject to
          reimbursement for classes A or 529-A.

          TRANSFER AGENT SERVICES - The fund has a transfer agent agreement with
          AFS for classes A and B. Under this  agreement,  these  share  classes
          compensate  AFS for  transfer  agent  services  including  shareholder
          recordkeeping,  communications and transaction processing. AFS is also
          compensated for certain transfer agent services  provided to all other
          share  classes  from the  administrative  services  fees  paid to CRMC
          described below.

          ADMINISTRATIVE  SERVICES  - The  fund has an  administrative  services
          agreement  with CRMC to  provide  transfer  agent  and  other  related
          shareholder  services  for all classes of shares  other than classes A
          and B. Each  relevant  class pays CRMC annual fees of 0.15% (0.10% for
          Class R-5) based on its  respective  average  daily net  assets.  Each
          relevant class also pays AFS additional  amounts for certain  transfer
          agent  services.  CRMC and AFS may use these fees to compensate  third
          parties for performing these services.  During the start-up period for
          classes  R-1,  R-2,  and R-3,  CRMC has  voluntarily  agreed  to pay a
          portion  of  these  fees.  Each  529  share  class  is  subject  to an
          additional  annual  administrative   services  fee  of  0.10%  of  its
          respective  average  daily  net  assets;  this fee is  payable  to the
          Commonwealth  of Virginia for the  maintenance  of the  CollegeAmerica
          plan. Although these amounts are included with administrative services
          fees in the  accompanying  financial  statements,  the Commonwealth of
          Virginia is not  considered a related party.  Administrative  services
          fees are presented gross of any payments made by CRMC.

          Expenses  under the  agreements  described  above  for the year  ended
          December 31, 2003, were as follows (dollars in thousands):
        
                                                                                      

         --------------------------------------------------------------------------------------------------------------
           SHARE CLASS    DISTRIBUTION    TRANSFER AGENT                     ADMINISTRATIVE SERVICES
                            SERVICES         SERVICES
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
                                                                  CRMC          TRANSFER AGENT      COMMONWEALTH OF
                                                             ADMINISTRATIVE        SERVICES             VIRGINIA
                                                                SERVICES                         SERVICES ADMINISTRATIVE
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class A         $38,778          $19,207        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B          6,809             919          Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          3,117          Included             $467                135            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F           594           Included              357                 40            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A          62           Included              87                  11                 $ 58
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B         123           Included              18                  8                   12
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C         173           Included              26                  8                   17
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E          14           Included               4                  1                    1
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F          1            Included               1                 -*                    3
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1           9            Included               1                  2             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2          182           Included              40                 177            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3          190           Included              59                  57            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4           63           Included              38                  3             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included              70                  2             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total          $50,115          $20,126            $1,168              $444                 $91
         --------------------------------------------------------------------------------------------------------------
         * Amount less than one thousand.
        

DEFERRED   DIRECTORS'   COMPENSATION  -  Since  the  adoption  of  the  deferred
compensation plan in 1993, Directors who are unaffiliated with CRMC may elect to
defer the cash  payment  of part or all of their  compensation.  These  deferred
amounts,  which remain as liabilities of the fund, are treated as if invested in
shares of the fund or other American  Funds.  These amounts  represent  general,
unsecured liabilities of the fund and vary according to the total returns of the
selected funds. Directors' compensation in the accompanying financial statements
includes  $188,000 in current fees  (either paid in cash or deferred)  and a net
increase of $166,000 in the value of the deferred amounts.

AFFILIATED  OFFICERS AND DIRECTORS - Officers and certain  Directors of the fund
are or may be considered to be affiliated  with CRMC, AFS and AFD. No affiliated
officers or Directors received any compensation directly from the fund.

5. CAPITAL SHARE TRANSACTIONS

Capital share  transactions  in the fund were as follows  (dollars and shares in
thousands):

                                                                                                            

                                                                                                     Reinvestments of dividends
Share class                                                              Sales(1)                         and distributions
                                                                Amount            Shares               Amount           Shares
Year ended December 31, 2003
Class A                                                    $ 1,760,807            73,050            $ 252,281           10,556
Class B                                                        106,466             4,450                5,861              248
Class C                                                        103,912             4,277                2,524              106
Class F                                                        105,565             4,359                3,347              139
Class 529-A                                                     32,444             1,333                  962               40
Class 529-B                                                      7,209               297                   89                4
Class 529-C                                                     11,156               458                  127                5
Class 529-E                                                      2,001                83                   35                1
Class 529-F                                                        730                30                    8               -*
Class R-1                                                        2,361                97                    7               -*
Class R-2                                                       37,622             1,581                  213                9
Class R-3                                                       57,216             2,436                  461               19
Class R-4                                                       35,621             1,487                  415               17
Class R-5                                                       42,345             1,675                1,097               45
Total net increase
   (decrease)                                              $ 2,305,455            95,613            $ 267,427           11,189

Year ended December 31, 2002(2)
Class A                                                    $ 2,510,082            99,589            $ 325,159           13,445
Class B                                                        196,132             7,724                7,923              335
Class C                                                        161,418             6,407                3,050              130
Class F                                                        135,377             5,446                3,355              141
Class 529-A                                                     44,610             1,774                  482               21
Class 529-B                                                      9,031               362                   64                3
Class 529-C                                                     12,734               508                   90                4
Class 529-E                                                      1,753                72                   15                1
Class 529-F                                                        227                10                    2               -*
Class R-1                                                          179                 8                    1               -*
Class R-2                                                        8,884               402                   49                2
Class R-3                                                       14,900               674                   78                3
Class R-4                                                        7,251               326                   43                2
Class R-5                                                       69,699             2,695                  607               27
Total net increase
   (decrease)                                              $ 3,172,277           125,997            $ 340,918           14,114




Share class                                                          Repurchases(1)                      Net (decrease) increase
                                                                 Amount            Shares               Amount             Shares
Year ended December 31, 2003
Class A                                                    $ (2,408,135)         (101,674)          $ (395,047)           (18,068)
Class B                                                         (82,223)           (3,502)              30,104              1,196
Class C                                                         (46,686)           (1,989)              59,750              2,394
Class F                                                         (68,012)           (2,847)              40,900              1,651
Class 529-A                                                      (1,893)              (78)              31,513              1,295
Class 529-B                                                        (373)              (15)               6,925                286
Class 529-C                                                        (881)              (35)              10,402                428
Class 529-E                                                         (81)               (3)               1,955                 81
Class 529-F                                                         (29)               (1)                 709                 29
Class R-1                                                          (760)              (31)               1,608                 66
Class R-2                                                        (8,100)             (342)              29,735              1,248
Class R-3                                                       (15,665)             (670)              42,012              1,785
Class R-4                                                        (4,201)             (174)              31,835              1,330
Class R-5                                                        (5,556)             (217)              37,886              1,503
Total net increase
   (decrease)                                              $ (2,642,595)         (111,578)           $ (69,713)            (4,776)

Year ended December 31, 2002(2)
Class A                                                    $ (3,217,263)         (133,389)          $ (382,022)           (20,355)
Class B                                                         (96,136)           (4,053)             107,919              4,006
Class C                                                         (46,109)           (1,969)             118,359              4,568
Class F                                                         (48,639)           (2,052)              90,093              3,535
Class 529-A                                                        (818)              (36)              44,274              1,759
Class 529-B                                                         (81)               (4)               9,014                361
Class 529-C                                                        (247)              (11)              12,577                501
Class 529-E                                                          (5)               -*                1,763                 73
Class 529-F                                                          -*                -*                  229                 10
Class R-1                                                            (2)               -*                  178                  8
Class R-2                                                        (1,911)              (86)               7,022                318
Class R-3                                                        (4,035)             (182)              10,943                495
Class R-4                                                          (188)               (9)               7,106                319
Class R-5                                                        (7,474)             (326)              62,832              2,396
Total net increase
   (decrease)                                              $ (3,422,908)         (142,117)            $ 90,287             (2,006)




* Amount less than one thousand. (1) Includes exchanges between share classes of
the fund.
(2) Class 529-A,  529-B,  529-C,  529-E and 529-F shares were offered  beginning
February  15,  2002.  Class  R-1,  R-2,  R-3,  R-4 and R-5 shares  were  offered
beginning May 15, 2002.


6. RESTRICTED SECURITIES

The fund has invested in certain  securities  for which resale may be limited to
qualified  buyers  or which  are  otherwise  restricted.  These  securities  are
identified in the investment portfolio. As of December 31, 2003, the total value
of restricted  securities was  $603,538,000,  which represented 2.85% of the net
assets of the fund.

7. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities, of $5,266,791,000 and $5,506,954,000,  respectively, during the year
ended December 31, 2003.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
year ended  December 31, 2003, the custodian fee of $1,002,000  included  $7,000
that was offset by this reduction, rather than paid in cash.



Financial Highlights  (1)


                                                                                                       

                                                                                  Income (loss) from investment operations(2)
                                                                                                           Net
                                                                   Net asset                       gains(losses)
                                                                     value,              Net      on securities   Total from
                                                                   beginning      investment     (both realized   investment
                                                                   of period          income     and unrealized)  operations
CLASS A:
 Year ended 12/31/2003                                               $22.23             $.50              $6.52        $7.02
 Year ended 12/31/2002                                                27.45              .42              (5.14)       (4.72)
 Year ended 12/31/2001                                                31.16              .40              (3.34)       (2.94)
 Year ended 12/31/2000                                                32.59              .42                .90         1.32
 Year ended 12/31/1999                                                28.92              .41               6.45         6.86
CLASS B:
 Year ended 12/31/2003                                                22.19              .31               6.51         6.82
 Year ended 12/31/2002                                                27.40              .23              (5.14)       (4.91)
 Year ended 12/31/2001                                                31.12              .18              (3.34)       (3.16)
 Period from 3/15/2000 to 12/31/2000                                  31.93              .15               1.02         1.17
CLASS C:
 Year ended 12/31/2003                                                22.17              .30               6.51         6.81
 Year ended 12/31/2002                                                27.39              .21              (5.14)       (4.93)
 Period from 3/15/2001 to 12/31/2001                                  28.52              .11              (1.13)       (1.02)
CLASS F:
 Year ended 12/31/2003                                                22.22              .49               6.52         7.01
 Year ended 12/31/2002                                                27.44              .40              (5.14)       (4.74)
 Period from 3/15/2001 to 12/31/2001                                  28.56              .28              (1.12)        (.84)
CLASS 529-A:
 Year ended 12/31/2003                                                22.22              .50               6.52         7.02
 Period from 2/15/2002 to 12/31/2002                                  26.71              .33              (4.34)       (4.01)
CLASS 529-B:
 Year ended 12/31/2003                                                22.22              .27               6.52         6.79
 Period from 2/19/2002 to 12/31/2002                                  26.27              .16              (3.91)       (3.75)
CLASS 529-C:
 Year ended 12/31/2003                                                22.22              .27               6.52         6.79
 Period from 2/15/2002 to 12/31/2002                                  26.71              .16              (4.34)       (4.18)
CLASS 529-E:
 Year ended 12/31/2003                                                22.21              .40               6.52         6.92
 Period from 3/7/2002 to 12/31/2002                                   28.13              .26              (5.85)       (5.59)
CLASS 529-F:
 Year ended 12/31/2003                                                22.22              .45               6.52         6.97
 Period from 9/23/2002 to 12/31/2002                                  21.22              .12               1.08         1.20
CLASS R-1:
 Year ended 12/31/2003                                                22.19              .27               6.54         6.81
 Period from 6/19/2002 to 12/31/2002                                  26.04              .13              (3.75)       (3.62)
CLASS R-2:
 Year ended 12/31/2003                                                22.18              .30               6.51         6.81
 Period from 5/21/2002 to 12/31/2002                                  27.39              .14              (5.13)       (4.99)
CLASS R-3:
 Year ended 12/31/2003                                                22.21              .40               6.52         6.92
 Period from 6/4/2002 to 12/31/2002                                   26.66              .18              (4.38)       (4.20)
CLASS R-4:
 Year ended 12/31/2003                                                22.21              .48               6.53         7.01
 Period from 7/25/2002 to 12/31/2002                                  21.75              .22                .55          .77
CLASS R-5:
 Year ended 12/31/2003                                                22.23              .56               6.53         7.09
 Period from 5/15/2002 to 12/31/2002                                  27.62              .28              (5.34)       (5.06)


                                                                           Dividends and distributions

                                                                    Dividends
                                                                    (from net   Distributions             Total    Net asset
                                                                   investment   (from capital     dividends and   value, end
                                                                       income)         gains)     distributions    of period
CLASS A:
 Year ended 12/31/2003                                                  $(.40)           $-              $(.40)      $28.85
 Year ended 12/31/2002                                                   (.50)            -               (.50)       22.23
 Year ended 12/31/2001                                                   (.40)         (.37)              (.77)       27.45
 Year ended 12/31/2000                                                   (.40)        (2.35)             (2.75)       31.16
 Year ended 12/31/1999                                                   (.40)        (2.79)             (3.19)       32.59
CLASS B:
 Year ended 12/31/2003                                                   (.21)            -               (.21)       28.80
 Year ended 12/31/2002                                                   (.30)            -               (.30)       22.19
 Year ended 12/31/2001                                                   (.19)         (.37)              (.56)       27.40
 Period from 3/15/2000 to 12/31/2000                                     (.13)        (1.85)             (1.98)       31.12
CLASS C:
 Year ended 12/31/2003                                                   (.20)            -               (.20)       28.78
 Year ended 12/31/2002                                                   (.29)            -               (.29)       22.17
 Period from 3/15/2001 to 12/31/2001                                     (.11)            -               (.11)       27.39
CLASS F:
 Year ended 12/31/2003                                                   (.39)            -               (.39)       28.84
 Year ended 12/31/2002                                                   (.48)            -               (.48)       22.22
 Period from 3/15/2001 to 12/31/2001                                     (.28)            -               (.28)       27.44
CLASS 529-A:
 Year ended 12/31/2003                                                   (.40)            -               (.40)       28.84
 Period from 2/15/2002 to 12/31/2002                                     (.48)            -               (.48)       22.22
CLASS 529-B:
 Year ended 12/31/2003                                                   (.18)            -               (.18)       28.83
 Period from 2/19/2002 to 12/31/2002                                     (.30)            -               (.30)       22.22
CLASS 529-C:
 Year ended 12/31/2003                                                   (.18)            -               (.18)       28.83
 Period from 2/15/2002 to 12/31/2002                                     (.31)            -               (.31)       22.22
CLASS 529-E:
 Year ended 12/31/2003                                                   (.30)            -               (.30)       28.83
 Period from 3/7/2002 to 12/31/2002                                      (.33)            -               (.33)       22.21
CLASS 529-F:
 Year ended 12/31/2003                                                   (.37)            -               (.37)       28.82
 Period from 9/23/2002 to 12/31/2002                                     (.20)            -               (.20)       22.22
CLASS R-1:
 Year ended 12/31/2003                                                   (.21)            -               (.21)       28.79
 Period from 6/19/2002 to 12/31/2002                                     (.23)            -               (.23)       22.19
CLASS R-2:
 Year ended 12/31/2003                                                   (.22)            -               (.22)       28.77
 Period from 5/21/2002 to 12/31/2002                                     (.22)            -               (.22)       22.18
CLASS R-3:
 Year ended 12/31/2003                                                   (.31)            -               (.31)       28.82
 Period from 6/4/2002 to 12/31/2002                                      (.25)            -               (.25)       22.21
CLASS R-4:
 Year ended 12/31/2003                                                   (.39)            -               (.39)       28.83
 Period from 7/25/2002 to 12/31/2002                                     (.31)            -               (.31)       22.21
CLASS R-5:
 Year ended 12/31/2003                                                   (.46)            -               (.46)       28.86
 Period from 5/15/2002 to 12/31/2002                                     (.33)            -               (.33)       22.23



                                                                                                      Ratio of        Ratio of
                                                                                 Net assets,          expenses      net income
                                                                        Total  end of period        to average      to average
                                                                     return(3)  (in millions)       net assets      net assets
CLASS A:
 Year ended 12/31/2003                                                 31.96%        $19,212              .66%           2.08%
 Year ended 12/31/2002                                                 (17.34)        15,201               .67            1.68
 Year ended 12/31/2001                                                  (9.55)        19,331               .65            1.41
 Year ended 12/31/2000                                                   4.27         19,872               .64            1.28
 Year ended 12/31/1999                                                  24.58         16,603               .63            1.33
CLASS B:
 Year ended 12/31/2003                                                  30.97            836              1.44            1.30
 Year ended 12/31/2002                                                 (17.97)           618              1.45             .91
 Year ended 12/31/2001                                                 (10.24)           653              1.42             .64
 Period from 3/15/2000 to 12/31/2000                                     3.73            299              1.39  (5)        .53 (5)
CLASS C:
 Year ended 12/31/2003                                                  30.93            413              1.50            1.23
 Year ended 12/31/2002                                                 (18.06)           266              1.50             .86
 Period from 3/15/2001 to 12/31/2001                                    (3.60)           203              1.55  (5)        .49 (5)
CLASS F:
 Year ended 12/31/2003                                                  31.92            311               .71            2.02
 Year ended 12/31/2002                                                 (17.38)           203               .72            1.65
 Period from 3/15/2001 to 12/31/2001                                    (2.97)           153               .74  (5)       1.31 (5)
CLASS 529-A:
 Year ended 12/31/2003                                                  31.99             88               .68            2.03
 Period from 2/15/2002 to 12/31/2002                                   (15.16)            39               .76  (5)       1.64 (5)
CLASS 529-B:
 Year ended 12/31/2003                                                  30.74             19              1.61            1.10
 Period from 2/19/2002 to 12/31/2002                                   (14.35)             8              1.62  (5)        .77 (5)
CLASS 529-C:
 Year ended 12/31/2003                                                  30.75             27              1.60            1.11
 Period from 2/15/2002 to 12/31/2002                                   (15.74)            11              1.60  (5)        .79 (5)
CLASS 529-E:
 Year ended 12/31/2003                                                  31.42              4              1.08            1.61
 Period from 3/7/2002 to 12/31/2002                                    (19.92)             2              1.07  (5)       1.35 (5)
CLASS 529-F:
 Year ended 12/31/2003                                                  31.72              1               .82            1.81
 Period from 9/23/2002 to 12/31/2002                                     5.65              - (4)           .22             .51
CLASS R-1:
 Year ended 12/31/2003                                                  30.90              2              1.50  (6)       1.08
 Period from 6/19/2002 to 12/31/2002                                   (13.91)             - (4)          1.50 (5,6)      1.11 (5)
CLASS R-2:
 Year ended 12/31/2003                                                  30.93             45              1.46  (6)       1.19
 Period from 5/21/2002 to 12/31/2002                                   (18.22)             7              1.46 (5,6)      1.05 (5)
CLASS R-3:
 Year ended 12/31/2003                                                  31.45             66              1.08  (6)       1.60
 Period from 6/4/2002 to 12/31/2002                                    (15.75)            11              1.08 (5,6)      1.41 (5)
CLASS R-4:
 Year ended 12/31/2003                                                  31.91             48               .71            1.94
 Period from 7/25/2002 to 12/31/2002                                     3.51              7               .32  (6)        .96
CLASS R-5:
 Year ended 12/31/2003                                                  32.34            112               .39            2.30
 Period from 5/15/2002 to 12/31/2002                                   (18.34)            53               .40  (5)       1.91 (5)





                                                                                                      

                                                                                 YEAR ENDED DECEMBER 31
                                                              2003           2002         2001          2000         1999

Portfolio turnover rate for all classes of shares              31%            38%          29%           43%          46%



     (1) Based on operations for the period shown (unless  otherwise noted) and,
         accordingly, may not be representative of a full year.
     (2) Year ended 1999 is based on shares  outstanding  on the last day of the
         year; all other periods are based on average shares outstanding.
     (3) Total returns exclude all sales charges,  including contingent deferred
         sales charges.
     (4) Amount less than 1 million.
     (5) Annualized.
     (6)  During the start-up period for this class, CRMC voluntarily  agreed to
          pay a portion of the fees  relating to transfer  agent  services.  Had
          CRMC not paid such fees,  expense ratios would have been 1.70%,  1.94%
          and 1.10% for classes R-1, R-2 and R-3, respectively,  during the year
          ended December 31, 2003, and 4.20%,  1.64%, 1.13% and .34% for classes
          R-1, R-2, R-3 and R-4, respectively,  during the period ended December
          31, 2002.


INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF FUNDAMENTAL INVESTORS, INC.:

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Fundamental Investors, Inc. (the "Fund"), including the investment portfolio, as
of December 31, 2003, and the related  statement of operations for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted  our audits in  accordance  with the auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2003, by  correspondence  with the custodian
and brokers;  where replies were not received from brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Fundamental  Investors,  Inc.  as of  December  31,  2003,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  five  years  in the  period  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP

Los Angeles, California
February 5, 2004


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  certain   distributions   received  by
shareholders during such fiscal year.

As a result of recent tax legislation,  individual shareholders are now eligible
for reduced tax rates on qualified dividend income received during the year. For
purposes of computing the dividends  eligible for reduced tax rates,  98% of the
dividends paid by the fund from net investment  income are considered  qualified
dividend income.

Corporate  shareholders may exclude up to 70% of qualifying  dividends  received
during the year. For purposes of computing this exclusion,  90% of the dividends
paid by the fund from net investment income represent qualifying dividends.

Certain  states may exempt from income  taxation  that portion of the  dividends
paid from net  investment  income that was derived  from direct U.S.  government
obligations.  For purposes of computing this  exclusion,  0.17% of the dividends
paid by the fund from net investment income were derived from interest on direct
U.S. government obligations.

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

SHAREHOLDERS  SHOULD REFER TO THEIR FORM 1099-DIV OR OTHER TAX INFORMATION WHICH
WILL BE MAILED IN JANUARY 2004 TO DETERMINE  THE AMOUNTS TO BE INCLUDED ON THEIR
2003 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS.


OTHER SHARE CLASS RESULTS (UNAUDITED)

CLASS B, CLASS C, CLASS F AND CLASS 529

RETURNS FOR PERIODS ENDED DECEMBER 31, 2003:

                                                                                                         

                                                                                               1 year          Life of class
CLASS B SHARES
Reflecting applicable contingent deferred sales charge
     (CDSC), maximum of 5%, payable only if shares are
     sold within six years of purchase                                                        +25.97%            -0.71%(1)
Not reflecting CDSC                                                                           +30.97%            +0.01%(1)

CLASS C SHARES
Reflecting CDSC, maximum of 1%, payable only if
     shares are sold within one year of purchase                                              +29.93%            +1.21%(2)
Not reflecting CDSC                                                                           +30.93%            +1.21%(2)

CLASS F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +31.92%            +2.02%(2)

CLASS 529-A SHARES
Reflecting 5.75% maximum sales charge                                                         +24.37%            +2.92%(4)
Not reflecting maximum sales charge                                                           +31.99%            +6.22%(4)

CLASS 529-B SHARES
Reflecting applicable CDSC, maximum of 5%, payable
     only if shares are sold within six years of purchase                                     +25.74%            +4.20%(5)
Not reflecting CDSC                                                                           +30.74%            +6.26%(5)

CLASS 529-C SHARES
Reflecting CDSC, maximum of 1%, payable only if
     shares are sold within one year of purchase                                              +29.75%            +5.30%(4)
Not reflecting CDSC                                                                           +30.75%            +5.30%(4)

CLASS 529-E SHARES(3)                                                                         +31.42%            +2.85%(6)

CLASS 529-F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +31.72%           +29.68%(7)

Figures shown are past results and not predictive of future periods. Current and
future results may be lower or higher than those shown. Because share prices may
decline,  the  value  of  your  holdings  may  decrease.  For the  most  current
information and month-end results, visit americanfunds.com.

(1)  Average annual total return from March 15, 2000, when Class B shares were
     first sold.
(2)  Average annual total return from March 15, 2001, when Class C and Class F
     shares were first sold.
(3)  These shares are sold without any initial or contingent deferred sales
     charge.
(4)  Average annual total return from February 15, 2002, when Class 529-A and
     Class 529-C shares were first sold.
(5)  Average annual total return from February 19, 2002, when Class 529-B
     shares were first sold.
(6)  Average annual total return from March 7, 2002, when Class 529-E shares
     were first sold.
(7)  Average annual total return from September 23, 2002, when Class 529-F
     shares were first sold.


BOARD OF DIRECTORS AND OFFICERS


                                                        

"NON-INTERESTED" DIRECTORS
                                             YEAR FIRST
                                                ELECTED
                                             A DIRECTOR
NAME AND AGE                              OF THE FUND(1)      PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS

JOSEPH C. BERENATO, 57                          2003          Chairman of the Board and CEO, Ducommun Incorporated

ROBERT A. FOX, 66                               1998          Managing General Partner, Fox Investments LP; former Professor,
                                                              University of California; retired  President and CEO, Foster Farms
                                                              (poultry producer)

LEONADE D. JONES, 56                            1998          Co-founder, VentureThink LLC (developed and managed e-commerce
                                                              businesses) and Versura Inc. (education loan exchange); former
                                                              Treasurer, The Washington Post Company

JOHN G. MCDONALD, 66                            1998          The IBJ Professor of Finance, Graduate School of  Business, Stanford
                                                              University

GAIL L. NEALE, 69                               1985          President, The Lovejoy Consulting Group, Inc. (a pro bono consulting
                                                              group advising nonprofit organizations)

HENRY E. RIGGS, 69                              1989          Chairman of the Board and President Emeritus, Keck Graduate Institut
                                                              of Applied Life Sciences

PATRICIA K. WOOLF, PH.D., 69                    1998          Private investor; corporate director; lecturer, Department of
                                                              Molecular Biology, Princeton University

"NON-INTERESTED" DIRECTORS
                                              NUMBER OF
                                          BOARDS WITHIN
                                               THE FUND
                                             COMPLEX(2)
                                               ON WHICH
NAME AND AGE                             DIRECTOR SERVES      OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR

JOSEPH C. BERENATO, 57                            4           Ducommun Incorporated

ROBERT A. FOX, 66                                 7           Crompton Corporation

LEONADE D. JONES, 56                              6           None

JOHN G. MCDONALD, 66                              8           iStar Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation;
                                                              Varian, Inc.

GAIL L. NEALE, 69                                 5           None

HENRY E. RIGGS, 69                                4           None

PATRICIA K. WOOLF, PH.D., 69                      6           Crompton Corporation; First Energy Corporation; National Life Holding
                                                              Co.

GUILFORD C. BABCOCK, a member of the Board since 1991, has retired. The Directors thank him for his many contributions to the fund.


"INTERESTED" DIRECTORS(4)
                                             YEAR FIRST
                                              ELECTED A
                                             DIRECTOR OR      PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
NAME, AGE AND                                    OFFICER      AND POSITIONS HELD WITH AFFILIATED ENTITIES OR THE
POSITION WITH FUND                        OF THE FUND(1)      PRINCIPAL UNDERWRITER OF THE FUND

JAMES F. ROTHENBERG, 57                         1998          President and Director, Capital Research and
Chairman of the Board                                         Management Company; Director, American Funds
and Principal Executive Officer                               Distributors, Inc.;(5) Director, American Funds Service Company; (5)
                                                              Director, The Capital Group Companies, Inc.; (5) Director, Capital
                                                              Group Research, Inc. (5)

JAMES E. DRASDO, 58                             1987          Senior Vice President, Capital Research and
Vice Chairman of the Board                                    Management Company; Director, The Capital Group Companies, Inc. (5)


"INTERESTED" DIRECTORS(4)
                                              NUMBER OF
                                                 BOARDS
                                             WITHIN THE
                                        FUND COMPLEX(2)
NAME, AGE AND                                  ON WHICH
POSITION WITH FUND                       DIRECTOR SERVES      OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR

JAMES F. ROTHENBERG, 57                           3           None
Chairman of the Board
and Principal Executive Officer

JAMES E. DRASDO, 58                               2           None
Vice Chairman of the Board

THE STATEMENT OF ADDITIONAL  INFORMATION  INCLUDES ADDITIONAL  INFORMATION ABOUT
FUND DIRECTORS AND IS AVAILABLE  WITHOUT CHARGE UPON REQUEST BY CALLING AMERICAN
FUNDS  SERVICE  COMPANY AT  800/421-0180.  THE  ADDRESS  FOR ALL  DIRECTORS  AND
OFFICERS OF THE FUND IS 333 SOUTH HOPE STREET, LOS ANGELES, CA 90071, ATTENTION:
FUND SECRETARY.

(1)  Directors and officers of the fund serve until their  resignation,  removal
     or retirement.
(2)  Capital  Research  and  Management  Company  manages  the  American  Funds,
     consisting  of 29 funds.  Capital  Research  and  Management  Company  also
     manages American Funds Insurance  Series,(R) which serves as the underlying
     investment   vehicle  for  certain  variable   insurance   contracts;   and
     Endowments,   whose   shareholders   are   limited  to  certain   nonprofit
     organizations.
(3)  This includes all  directorships  (other than those in the American  Funds)
     that are held by each  Director  as a  director  of a public  company  or a
     registered investment company.
(4)  "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 affiliated entities (including the fund's principal
     underwriter).
(5)  Company affiliated with Capital Research and Management Company.
(6)  All of the  officers  listed,  except  Martin  Romo,  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.



                                                        

OTHER OFFICERS(6)
                                            YEAR FIRST
                                                ELECTED       PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
NAME, AGE AND                                AN OFFICER       AND POSITIONS HELD WITH AFFILIATED ENTITIES OR
POSITION WITH FUND                       OF THE FUND(1)       THE PRINCIPAL UNDERWRITER OF THE FUND

DINA N. PERRY, 58                               1994          Senior Vice President, Capital Research and
President                                                     Management Company; Director, Capital Research Company(5)

GORDON CRAWFORD, 57                             1994          Senior Vice President and Director, Capital
Senior Vice President                                         Research and Management Company

PAUL G. HAAGA, JR., 55                          1994          Executive Vice President and Director, Capital
Senior Vice President                                         Research and Management Company; Director, The Capital Group
                                                              Companies, Inc.;(5) Director, American Funds Distributors, Inc.(5)

MICHAEL T. KERR, 44                             1995          Senior Vice President, Capital Research Company(5)
Senior Vice President

MARTIN ROMO, 36                                 1999          Executive Vice President and Director, Capital
Vice President                                                Research Company(5)

PATRICK F. QUAN, 45                           1989-1998       Vice President-- Fund Business Management
Secretary                                       2000          Group, Capital Research and Management Company

SHERYL F. JOHNSON, 35                           1998          Vice President-- Fund Business Management
Treasurer                                                     Group, Capital Research and Management Company

DAVID A. PRITCHETT, 37                          1999          Vice President-- Fund Business Management
Assistant Treasurer                                           Group, Capital Research and Management Company


OFFICE OF THE FUND
One Market
Steuart Tower, Suite 1800
Mailing address: P.O. Box 7650
San Francisco, CA 94120-7650

INVESTMENT ADVISEr
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071-1406

135 South State College Boulevard
Brea, CA 92821-5823

TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS
American Funds Service Company
(Please write to the address nearest you.)

P.O. Box 25065
Santa Ana, CA 92799-5065

P.O. Box 659522
San Antonio, TX 78265-9522

P.O. Box 6007
Indianapolis, IN 46206-6007

P.O. Box 2280
Norfolk, VA 23501-2280

CUSTODIAN OF ASSETS
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02105-1713

COUNSEL
Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Los Angeles, CA 90071-2228

INDEPENDENT AUDITORS
Deloitte & Touche LLP
Two California Plaza
350 South Grand Avenue
Los Angeles, CA 90071-3462

PRINCIPAL UNDERWRITER
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, CA 90071-1406

There are several ways to invest in  Fundamental  Investors.  Class A shares are
subject to a 5.75% maximum up-front sales charge that declines for accounts (and
aggregated  investments)  of $25,000 or more.  Other  share  classes,  which are
generally not available for certain employer-sponsored retirement plans, have no
up-front sales charges but are subject to additional  annual  expenses and fees.
Annual expenses for Class B shares were 0.78  percentage  points higher than for
Class A shares;  Class B shares  convert to Class A shares  after eight years of
ownership. If redeemed within six years, Class B shares may also be subject to a
contingent  deferred sales charge  ("CDSC") of up to 5% that declines over time.
Class C shares were subject to annual  expenses  0.84  percentage  points higher
than  those for Class A shares and a 1% CDSC if  redeemed  within the first year
after purchase. Class C shares convert to Class F shares after 10 years. Class F
shares,  which are available only through certain fee-based  programs offered by
broker-dealer  firms and  registered  investment  advisers,  had  higher  annual
expenses  (by 0.05  percentage  points)  than did Class A shares,  and an annual
asset-based  fee charged by the  sponsoring  firm.  Expenses are  deducted  from
income earned by the fund. As a result,  dividends and  investment  results will
differ for each share class.

INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES
OF FUNDAMENTAL INVESTORS AND COLLEGEAMERICA  CAREFULLY. THIS AND OTHER IMPORTANT
INFORMATION  IS CONTAINED  IN THE  PROSPECTUS,  WHICH CAN BE OBTAINED  FROM YOUR
FINANCIAL  ADVISER AND SHOULD BE READ CAREFULLY BEFORE  INVESTING.  YOU MAY ALSO
CALL AMERICAN FUNDS SERVICE  COMPANY AT 800/421-0180 OR VISIT THE AMERICAN FUNDS
WEBSITE AT AMERICANFUNDS.COM.

"AMERICAN FUNDS PROXY VOTING  GUIDELINES" -- WHICH DESCRIBES HOW WE VOTE PROXIES
RELATING TO PORTFOLIO  SECURITIES -- IS AVAILABLE UPON REQUEST,  FREE OF CHARGE,
BY CALLING AMERICAN FUNDS SERVICE  COMPANY,  VISITING THE AMERICAN FUNDS WEBSITE
OR ACCESSING THE U.S. SECURITIES AND EXCHANGE COMMISSION WEBSITE AT WWW.SEC.GOV.

This report is for the information of shareholders of Fundamental Investors, but
it may also be used as sales  literature  when  preceded or  accompanied  by the
current  prospectus,  which gives details about  charges,  expenses,  investment
objectives  and operating  policies of the fund. If used as sales material after
March 31, 2004, this report must be accompanied by an American Funds statistical
update for the most recently completed calendar quarter.

[logo - American Funds(R)]

The right choice for the long term(R)

WHAT MAKES AMERICAN FUNDS DIFFERENT?

For more than 70 years, we have followed a consistent  philosophy that we firmly
believe is in our investors' best interests.  The range of opportunities offered
by our family of just 29  carefully  conceived,  broadly  diversified  funds has
attracted over 25 million shareholder accounts.

OUR UNIQUE COMBINATION OF STRENGTHS INCLUDES THESE FIVE FACTORS:

o    A LONG-TERM,  VALUE-ORIENTED  APPROACH Rather than follow fads, we pursue a
     consistent strategy, focusing on each investment's long-term potential.

o    AN  UNPARALLELED  GLOBAL RESEARCH EFFORT American Funds draws on one of the
     industry's most globally integrated research networks.

o    THE MULTIPLE  PORTFOLIO  COUNSELOR  SYSTEM Every  American  Fund is divided
     among a number of portfolio  counselors.  Each takes  responsibility  for a
     portion  independently,  within  each  fund's  objectives;  in most  cases,
     research  analysts  manage a portion  as well.  Over time this  method  has
     contributed to a consistency of results and continuity of management.

o    EXPERIENCED INVESTMENT  PROFESSIONALS The recent market decline was not the
     first for most of the portfolio  counselors  who serve the American  Funds.
     Nearly 70% of them were in the investment  business before the sharp market
     decline of 1987.

o    A COMMITMENT TO LOW OPERATING  EXPENSES American Funds' operating  expenses
     are among the lowest in the mutual fund  industry.  Our portfolio  turnover
     rates  are low as well,  keeping  transaction  costs  and tax  consequences
     contained.

29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS

o  GROWTH FUNDS
   Emphasis on long-term growth through stocks
   AMCAP Fund(R)
   EuroPacific Growth Fund(R)
   The Growth Fund of America(R)
   The New Economy Fund(R)
   New Perspective Fund(R)
   New World Fund(SM)
   SMALLCAP World Fund(R)

o  GROWTH-AND-INCOME FUNDS
   Emphasis on long-term growth and dividends through stocks
   American Mutual Fund(R)
   Capital World Growth and Income Fund(SM)
>  Fundamental Investors(SM)
   The Investment Company of America(R)
   Washington Mutual Investors Fund(SM)

o    EQUITY-INCOME   FUNDS   Emphasis   on   above-average   income  and  growth
     throughstocks  and/or bonds Capital  Income  Builder(R)  The Income Fund of
     America(R)

o    BALANCED  FUND  Emphasis on  long-term  growth and current  income  through
     stocks and bonds American Balanced Fund(R)

o  BOND FUNDS
   Emphasis on current income through bonds
   American High-Income Trust(SM)
   The Bond Fund of America(SM)
   Capital World Bond Fund(R)
   Intermediate Bond Fund of America(R)
   U.S. Government Securities Fund(SM)

o  TAX-EXEMPT BOND FUNDS
   Emphasis on tax-free current income through municipal bonds
   American High-Income Municipal Bond Fund(R)
   Limited Term Tax-Exempt Bond Fund of America(SM)
   The Tax-Exempt Bond Fund of America(R)

   STATE-SPECIFIC TAX-EXEMPT FUNDS
   The Tax-Exempt Fund of California(R)
   The Tax-Exempt Fund of Maryland(R)
   The Tax-Exempt Fund of Virginia(R)

o  MONEY MARKET FUNDS
   The Cash Management Trust of America(R)
   The Tax-Exempt Money Fund of America(SM)
   The U.S. Treasury Money Fund of America(SM)

THE CAPITAL GROUP COMPANIES

American Funds
Capital Research and Management
Capital International
Capital Guardian
Capital Bank and Trust

Lit. No. MFGEAR-910-0204

Litho in USA KBD/GRS/8056

Printed on recycled paper


ITEM 2 - Code of Ethics

This  Registrant  has  adopted a Code of Ethics  that  applies to its  Principal
Executive Officer and Principal Financial Officer. The Registrant  undertakes to
provide  to any  person  without  charge,  upon  request,  a copy of the Code of
Ethics.  Such  request  can  be  made  to  American  Funds  Service  Company  at
800/421-0180 or to the Secretary of the Registrant,  333 South Hope Street,  Los
Angeles, California 90071.


ITEM 3 - Audit Committee Financial Expert

The  Registrant's  Board has  determined  that Leonade D. Jones, a member of the
Registrant's  Audit  Committee,  is an "audit  committee  financial  expert" and
"independent," as such terms are defined in this Item. This designation will not
increase  the  designee's  duties,  obligations  or liability as compared to his
duties,  obligations and liability as a member of the Audit Committee and of the
Board;  nor will it  reduce  the  responsibility  of the other  Audit  Committee
members.  There may be other  individuals who, through  education or experience,
would qualify as "audit committee financial experts" if the Board had designated
them as such.  Most  importantly,  the Board  believes  each member of the Audit
Committee   contributes   significantly  to  the  effective   oversight  of  the
Registrant's financial statements and condition.

ITEM 4 - Principal Accountant Fees and Services

Fees paid to the registrant's auditors for each of the last two fiscal years,
including fees for non-audit services billed to the adviser and affiliates for
engagements that relate directly to the operations and financial reporting of
the registrant, and a description of the nature of the services comprising the
fees, are listed below:

Registrant:
        a) Audit Fees:
                    2002             $57,000
                    2003             $57,000

        b) Audit- Related Fees:
                    2002             none
                    2003             none

        c) Tax Fees:
                    2002             $6,000
                    2003             $5,000

                    The tax fees consist of  professional  services  relating to
                    the preparation of the fund's tax returns  including returns
                    relating   to  the   fund's   investments   in  a   non-U.S.
                    jurisdiction.

        d) All Other Fees:
                    2002             none
                    2003             none

                    Adviser and  affiliates  (includes  only fees for  non-audit
                    services   billed  to  the   adviser  and   affiliates   for
                    engagements  that  relate  directly  to the  operations  and
                    financial  reporting of the  registrant  and were subject to
                    the pre-approval policies described below):

        b) Audit- Related Fees:
                    2002             $318,000
                    2003             $305,000

                    The  audit-related  fees  consist of  assurance  and related
                    services  relating to the examination of the fund's transfer
                    agency  conducted in accordance  with  Statement on Auditing
                    Standards  Number  70 issued by the  American  Institute  of
                    Certified  Public  Accountants.  c) Tax Fees: 2002 none 2003
                    none d) All Other Fees: 2002 none 2003 none

The  registrant's  Audit  Committee will  pre-approve  all audit and permissible
non-audit services that the Committee considers  compatible with maintaining the
auditors'  independence.   The  pre-approval  requirement  will  extend  to  all
non-audit services provided to the registrant,  the investment adviser,  and any
entity  controlling,  controlled by, or under common control with the investment
adviser that provides  ongoing  services to the  registrant,  if the  engagement
relates  directly to the operations and financial  reporting of the  registrant.
The Committee will not delegate its responsibility to pre-approve these services
to the investment  adviser.  The Committee may delegate to one or more Committee
members the authority to review and pre-approve audit and permissible  non-audit
services.  Actions taken under any such  delegation will be reported to the full
Committee  at its next  meeting.  The  pre-approval  requirement  is waived with
respect to non-audit  services if certain  conditions are met. The  pre-approval
requirement was not waived for any of the services listed above under paragraphs
b, c and d.

Aggregate non-audit fees paid to the registrant's  auditors,  including fees for
all services  billed to the adviser and affiliates were $362,000 for fiscal year
2002 and $315,000 for fiscal year 2003.  The non-audit  services  represented by
these amounts were brought to the  attention of the Committee and  considered to
be compatible with maintaining the auditors' independence.


ITEM 5 - Audit Committee Disclosure for Listed Companies

Not applicable.


ITEM 6 - Reserved


ITEM 7 - Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies

Not applicable to this Registrant, insofar as the Registrant is not a closed-end
management investment company.


ITEM 8 - Reserved




ITEM 9 - Controls and Procedures

(a)  The officers providing the certifications in this report in accordance with
     rule 30a-2 under the Investment  Company Act of 1940 have concluded,  based
     on their evaluation of the Registrant's  disclosure controls and procedures
     (as such term is defined in such rule),  that such controls and  procedures
     are adequate and reasonably  designed to achieve the purposes  described in
     paragraph (c) of such rule.

(b)  There were no changes in the Registrant's  internal controls over financial
     reporting (as defined in Rule 30a-3(d) under the Investment  Company Act of
     1940) that occurred  during the  Registrant's  last fiscal  half-year  (the
     Registrant's  second fiscal half-year in the case of an annual report) that
     has materially affected,  or is reasonably likely to materially affect, the
     Registrant's internal control over financial reporting.


ITEM 10 - Exhibits

(a)  The Code of Ethics that is the subject of the disclosure required by Item 2
     is attached as an exhibit hereto.

(b)  The certifications  required by Rule 30a-2 of the Investment Company Act of
     1940,  as amended,  and Sections 302 and 906 of the  Sarbanes-Oxley  Act of
     2002 are attached as exhibits hereto.




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                        FUNDAMENTAL INVESTORS, INC.


                        By /s/ James F. Rothenberg
                        -------------------------------------------------------
                        James F. Rothenberg, Chairman and PEO

Date: March 8, 2004

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



By /s/ James F. Rothenberg
- --------------------------------------------------
 James F. Rothenberg, Chairman and PEO

Date:  March 8, 2004



By /s/ Sheryl F. Johnson
- -------------------------------------------------
 Sheryl F. Johnson, Treasurer

Date: March 8, 2004