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: 811-862



                        The Growth Fund of America, 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: August 31, 2004

                   Date of reporting period: February 29, 2004





                                 Patrick F. Quan
                                    Secretary
                        The Growth Fund of America, 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)


<Page>


ITEM 1 - Reports to Stockholders

[logo - American Funds(R)]

The right choice for the long term(R)

THE GROWTH FUND OF AMERICA

[front cover:  four craftsmen assembling a sailing vessel]

Semi-annual report for the six months ended February 29, 2004

THE GROWTH FUND OF AMERICA(R)  invests in a wide range of companies  that appear
to offer superior opportunities for growth of capital.

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.


                                                                                                        

RESULTS AT A GLANCE
as of February 29, 2004
                                                                                            Five-year                  Lifetime
                                                Six-month              One-year           average annual            average annual
                                              total returns         total returns         total returns             total returns*

The Growth Fund of America                       +14.1%                 +42.9%                 +7.6%                    +15.8%

Standard & Poor's
500 Composite Index                              +14.6                  +38.5                 - 0.1                      +12.3

Lipper Capital Appreciation
Funds Index                                      +13.0                  +39.9                  +1.0                      +12.1

Lipper Growth Funds Index                        +11.8                  +36.5                  -1.5                      +11.1

Lipper Multi-Cap Core
Funds Index                                      +14.8 `                +41.3                  +2.3                      +11.7

Lipper Multi-Cap
Growth Funds Index                               +13.4                  +43.9                  -1.1                      +12.0

*Since  Capital  Research  and  Management  Company  began  managing the fund on
December 1, 1973.


Here are the  average  annual  total  returns  on a $1,000  investment  with all
distributions  reinvested  for  periods  ended  March 31,  2004 (the most recent
calendar quarter):


                                                                                             

Class A shares                                                      1 year           5 years          10 years

Reflecting 5.75% maximum sales charge                               +32.90%           +5.54%           +13.50%


Results for other share  classes can be found on page 28.  Please see the inside
back cover for important information about other share classes.

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.

[photo of construction worker]

FELLOW SHAREHOLDERS:

The strong U.S.  stock  market  recovery  continued  during the six months ended
February 29, 2004. Rising corporate  earnings,  tax cuts, low interest rates and
weakness of the U.S. dollar helped fuel a rise in stock prices.

The Growth Fund of America participated in the broad stock market rebound with a
total  return of 14.1% for the  recent  six-month  period.  As the table at left
shows,  the fund outpaced three of the five benchmark  indexes we use to measure
its progress. It slightly trailed Standard & Poor's 500 Composite Index, a broad
measure of U.S. stocks, for the past six months.

For the 12 months ended  February 29, The Growth Fund of America  posted a total
return of 42.9%, outpacing four of the five benchmarks.  We urge shareholders to
remember that, since these returns occurred during the market's  recovery from a
steep decline, they are unusually high and should not be expected to continue.

For the 10 years ended  February  29,  2004,  the fund has  outpaced  all of its
benchmarks by significant  margins.  For its lifetime of just over 30 years, the
fund has an average annual total return of 15.8%, compared with 12.3% of the S&P
500.

THE U.S. ECONOMY AND THE FEDERAL RESERVE

The U.S.  economy  continued to expand during the past six months.  Dividend and
capital gains tax cuts and continued mortgage  refinancing at low interest rates
have given consumers  money to spend.  After three years of little or no growth,
business  spending  has grown in the past 12  months.  U.S.-based  multinational
corporations have been helped by the falling dollar, which has made U.S. exports
more competitive.

The Federal  Reserve has  maintained an  accomodative  monetary  stance with the
federal funds target rate at 1.0%, its lowest level since the summer of 1958. If
the economy  continues to grow, it would be typical for interest  rates to rise.
Commodity-based  prices of  metals,  crude oil and  agricultural  products  have
increased in the past six months,  a sign that inflation bears  watching.  These
commodity-based  prices are  another  source of  potential  upward  pressure  on
interest rates.

[Begin Sidebar]
Figures shown on these two pages are past results for Class A shares and are not
predictive of results in future periods. Current and future results may be lower
or higher than those shown. Share prices and returns will vary, so investors may
lose money.  For the most  current  information  and  month-end  results,  visit
americanfunds.com.  Fund results shown, unless otherwise  indicated,  are at net
asset value. If a sales charge  (maximum  5.75%) had been deducted,  the results
would have been lower.
[End Sidebar]

WHAT HELPED RESULTS

Telecommunications companies, whose stocks had fared badly during the three-year
bear market,  came back  strongly.  AT&T  Wireless  Services,  one of the fund's
largest  telecommunications  holdings,  rose 57.5%. Cingular, a joint venture of
SBC and Bell South, agreed to acquire AT&T Wireless Services in February for $41
billion in cash. Vodafone Group, a global operator of mobile telephone services,
climbed 36.6%. Other  telecommunications  stocks showing large gains were Sprint
PCS and Motorola.

Rising commodity prices helped materials and energy companies.  Metals companies
benefiting  from  increasing  demand in China were Phelps Dodge  (+79.7%),  Inco
(+47.4%) and  Freeport-McMoRan  Copper & Gold (+42.2%).  Energy companies LUKoil
Holding, one of the largest oil companies in Russia (+43.7%),  and Suncor Energy
(+38.6%) were among the contributors, as crude oil prices remained high.

A mixture of individual stocks provided signicant gains. Forest Laboratories,  a
pharmaceutical  manufacturer,  increased  60.6% on good  market  acceptance  for
Namenda, a new drug to treat Alzheimer's disease. Altria Group, a food, beverage
and tobacco  company,  rose 39.6%  because of improving  earnings and  favorable
litigation news.

WHAT HURT RESULTS

Technology  and media  companies,  which led the early part of the stock  market
rebound,  lagged. For example, the NASDAQ Composite Index, which is dominated by
large  technology  stocks,  gained  3.5% in the last three  months of the period
while The Growth  Fund of  America  rose 8.7%.  Among our larger  holdings  that
posted  below-market  results for the six-month period were Time Warner (+5.4%),
Taiwan Semiconductor  Manufacturing (-2.9%) and InterActiveCorp  (-12.0%). These
stocks  made large  contributions  to the fund's  2003  fiscal  results,  and we
believe they remain attractive long-term investments.

A large  number of new  investors  have  joined the fund in the past six months,
bringing the number of shareholder  accounts to more than 4 million.  We welcome
our new investors and thank our long-term ones for their continuing support.

Cordially,

/s/ James F. Rothenberg    /s/ Donald D. O'Neal
James F. Rothenberg        Donald D. O'Neal
Chairman of the Board      President

April 8, 2004

Figures  shown on this  page are past  results  for  Class A shares  and are not
predictive of results in future periods. Current and future results may be lower
or higher than those shown. Share prices and returns will vary, so investors may
lose money.

Fund results shown are at net asset value. If a sales charge (maximum 5.75%) had
been deducted,  the results would have been lower. For current information about
the fund, visit americanfunds.com.


INVESTMENT PORTFOLIO, February 29, 2004                              unaudited


[begin pie chart]
                                                            Percent
                                                             of net
INDUSTRY DIVERSIFICATION                                     assets

Pharmaceuticals & biotechnology                                9.76 %
Media                                                          8.60
Retailing                                                      8.30
Semiconductors & semiconductor equipment                       8.03
Energy                                                         7.20
Other industries                                              46.10
Cash & equivalents                                            12.01
[end pie chart]



                                                                   

                                                                      Percent
                                                                       of net
LARGEST EQUITY HOLDINGS                                                assets

Time Warner                                                              2.65 %
American International Group                                             2.49
Lowe's Companies                                                         1.97
Altria Group                                                             1.93
Forest Laboratories                                                      1.85
Target                                                                   1.83
Microsoft                                                                1.83
InterActiveCorp                                                          1.63
Comcast                                                                  1.57
Taiwan Semiconductor Manufacturing                                       1.46





                                                                                                             

                                                                                                                      Market
                                                                                                                       value
EQUITY SECURITIES  - 87.97%                                                                        Shares              (000)
(common and preferred stocks)

PHARMACEUTICALS & BIOTECHNOLOGY -  9.76%
Forest Laboratories, Inc.  (1)                                                                  18,110,000   $     1,366,943
Biogen Idec Inc. (formerly Biogen, Inc.) (1)                                                    15,811,000           876,720
AstraZeneca PLC (Sweden)                                                                        10,818,000           521,501
AstraZeneca PLC (United Kingdom)                                                                 2,800,000           133,323
AstraZeneca PLC (ADR)                                                                            2,472,000           120,189
Sanofi-Synthelabo (France)                                                                      10,260,000           703,908
Eli Lilly and Co.                                                                                9,500,000           702,430
Amgen Inc.  (1)                                                                                  9,910,000           629,582
Genentech, Inc.  (1)                                                                             3,700,000           399,193
Gilead Sciences, Inc.  (1)                                                                       4,650,000           252,077
Allergan, Inc.                                                                                   2,725,000           238,546
Elan Corp., PLC (ADR) (Ireland) (1)                                                             13,565,000           195,607
Barr Pharmaceuticals, Inc.  (1)                                                                  1,600,000           123,856
Pfizer Inc                                                                                       3,100,000           113,615
Novartis AG (Switzerland)                                                                        2,134,000            94,535
Novartis AG (ADR)                                                                                  400,843            17,697
Amylin Pharmaceuticals, Inc.  (1)                                                                4,500,000           103,140
Watson Pharmaceuticals, Inc.  (1)                                                                2,000,000            91,840
Celgene Corp.  (1)                                                                               2,200,000            90,178
IDEXX Laboratories, Inc.  (1)                                                                    1,705,000            87,074
Sepracor Inc.  (1)                                                                               3,000,000            85,260
ImClone Systems Inc.  (1)                                                                        2,000,000            83,960
Affymetrix, Inc.  (1)                                                                            2,000,000            67,980
OSI Pharmaceuticals, Inc.  (1)                                                                   1,500,000            49,125
ICOS Corp.  (1)                                                                                  1,000,000            38,280
Cell Therapeutics, Inc.  (1)                                                                     1,150,000            10,166
Applera Corp. - Celera Genomics Group  (1)                                                         528,800             7,668
Schering-Plough Corp.                                                                              278,200             4,996


MEDIA  -  8.58%
Time Warner Inc. (formerly AOL Time Warner Inc.) (1)                                           113,400,000         1,956,150
Comcast Corp., Class A  (1)                                                                     22,355,062           671,546
Comcast Corp., Class A, special nonvoting stock  (1)                                            16,756,000           489,610
News Corp. Ltd., preferred (ADR) (Australia)                                                    24,520,367           802,552
Liberty Media Corp., Class A  (1)                                                               68,625,000           782,325
Cox Communications, Inc., Class A  (1)                                                          15,250,000           494,100
Clear Channel Communications, Inc.                                                               7,500,000           322,800
Fox Entertainment Group, Inc., Class A  (1)                                                      8,870,000           257,407
UnitedGlobalCom, Inc., Class A  (1)                                                             23,731,200           225,209
Walt Disney Co.                                                                                  7,000,000           185,710
Viacom Inc., Class B, nonvoting                                                                  2,525,000            97,111
Viacom Inc., Class A                                                                               250,000             9,690
Hughes Electronics Corp. (formerly General Motors Corp., Class H - Hughes
   Electronic Corp.)  (1)                                                                        2,500,000            43,350
NTL Inc., Series A, warrants, expire 2011  (1)                                                      95,425               978


RETAILING  -  8.30%
Lowe's Companies, Inc.                                                                          25,934,000         1,452,304
Target Corp.                                                                                    30,720,000         1,350,451
InterActiveCorp  (1)                                                                            37,000,000         1,205,090
Kohl's Corp.  (1)                                                                               11,800,000           607,700
eBay Inc.  (1)                                                                                   6,246,600           430,141
Limited Brands, Inc.                                                                            20,700,000           408,825
Office Depot, Inc.  (1)                                                                         15,450,000           269,294
Michaels Stores, Inc.                                                                            3,350,000           160,934
Big Lots, Inc.  (1) (2)                                                                          6,500,000            93,600
TJX Companies, Inc.                                                                              3,000,000            70,650
Yamada Denki Co., Ltd. (Japan)                                                                   1,725,000            54,619
Circuit City Stores, Inc.                                                                        2,300,000            25,714


SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT  -  8.03%
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan) (1)                                       563,090,200         1,076,346
Applied Materials, Inc.  (1)                                                                    40,343,500           856,896
Texas Instruments Inc.                                                                          24,571,200           753,107
Micron Technology, Inc.  (1) (2)                                                                32,498,800           488,782
Maxim Integrated Products, Inc.                                                                  8,440,800           421,280
Analog Devices, Inc.                                                                             6,816,666           340,152
Xilinx, Inc.  (1)                                                                                6,875,000           289,025
Linear Technology Corp.                                                                          6,654,359           266,108
Microchip Technology Inc.                                                                        8,725,000           248,662
Altera Corp.  (1)                                                                               10,892,000           240,495
KLA-Tencor Corp.  (1)                                                                            4,080,000           215,424
ASML Holding NV (New York registered)(Netherlands) (1)                                           6,450,000           117,777
Teradyne, Inc.  (1)                                                                              4,480,000           110,432
Tokyo Electron Ltd. (Japan)                                                                      1,835,000           110,344
Samsung Electronics Co., Ltd. (South Korea)                                                        195,000            90,216
Agere Systems Inc., Class A  (1)                                                                22,166,247            86,005
Rohm Co., Ltd. (Japan)                                                                             632,000            71,222
LSI Logic Corp.  (1)                                                                             7,000,000            70,700
PMC-Sierra, Inc.  (1)                                                                            3,000,000            59,700
Cypress Semiconductor Corp.  (1)                                                                   997,000            21,515


ENERGY  -  7.20%
Schlumberger Ltd.                                                                               12,480,000           804,835
Halliburton Co.                                                                                 14,855,000           474,766
LUKoil Holding (ADR) (Russia)                                                                    3,750,000           420,375
Burlington Resources Inc.                                                                        6,820,000           399,243
Devon Energy Corp.                                                                               6,114,000           347,153
Suncor Energy Inc. (Canada)                                                                     13,263,369           344,953
Petro-Canada (Canada)                                                                            7,050,000           318,091
EOG Resources, Inc.  (2)                                                                         6,200,000           275,838
BG Group PLC (United Kingdom)                                                                   40,291,737           238,309
Nexen Inc. (Canada)                                                                              6,200,000           231,648
Occidental Petroleum Corp.                                                                       5,000,000           222,000
Norsk Hydro ASA (ADR) (Norway)                                                                   2,799,800           202,594
Canadian Natural Resources, Ltd. (Canada)                                                        3,100,000           169,852
Pogo Producing Co. (2)                                                                           3,644,400           165,346
Shell Canada Ltd. (Canada)                                                                       2,980,000           137,153
Apache Corp.                                                                                     3,145,060           129,482
Baker Hughes Inc.                                                                                2,794,100           105,114
Imperial Oil Ltd. (Canada)                                                                       2,000,000            91,331
Exxon Mobil Corp.                                                                                1,900,000            80,123
Noble Energy, Inc.                                                                               1,280,000            59,878
Murphy Oil Corp.                                                                                   878,000            55,077
Nabors Industries Ltd.  (1)                                                                        600,000            28,410
Patterson-UTI Energy, Inc.  (1)                                                                    425,000            15,419


SOFTWARE & SERVICES  -  6.15%
Microsoft Corp.                                                                                 50,875,000         1,348,188
First Data Corp. (formed by the merger of First Data Corp. and Concord EFS,Inc.)                16,790,000           688,054
Yahoo! Inc.  (1)                                                                                11,885,800           527,730
Automatic Data Processing, Inc.                                                                 10,550,000           447,848
PeopleSoft, Inc.  (1)                                                                           10,888,200           234,967
Paychex, Inc.                                                                                    7,200,000           231,624
T-Online International AG (Germany) (1)                                                         16,000,000           218,944
Cadence Design Systems, Inc.  (1)                                                               12,400,000           191,332
Yahoo Japan Corp. (Japan) (1)                                                                       10,035           184,053
Sabre Holdings Corp., Class A                                                                    7,062,811           160,255
Ceridian Corp.  (1)                                                                              6,240,900           118,140
SINA Corp. (Hong Kong) (1) (2)                                                                   2,552,000           112,750
Oracle Corp.  (1)                                                                                4,475,000            57,638
Homestore, Inc.  (1)                                                                             4,100,000            20,008
ProAct Technologies Corp., Series C, convertible preferred  (1) (3) (4)                          6,500,000             2,665


CAPITAL GOODS  -  4.65%
Tyco International Ltd.                                                                         31,175,000           890,670
Illinois Tool Works Inc.                                                                         7,450,000           592,424
General Dynamics Corp.                                                                           5,120,700           471,719
General Electric Co.                                                                            14,190,000           461,459
Boeing Co.                                                                                      10,200,000           442,374
Northrop Grumman Corp.                                                                           2,950,100           298,285
Bombardier Inc., Class B (Canada)                                                               27,500,000           133,499
Deere & Co.                                                                                      1,200,000            77,076
Raytheon Co.                                                                                     2,100,000            63,840


BANKS & DIVERSIFIED FINANCIALS  -  4.13%
Freddie Mac                                                                                     14,130,000           874,930
Fannie Mae                                                                                      11,123,200           833,128
Bank of New York Co., Inc.                                                                      12,695,000           418,935
CIT Group Inc.                                                                                   4,950,000           195,376
Capital One Financial Corp.                                                                      2,500,000           176,800
Wells Fargo & Co.                                                                                2,730,000           156,565
SunTrust Banks, Inc.                                                                             1,500,000           108,465
SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005,
   units (Japan)                                                                             4,572,000,000            82,135
Citigroup Inc.                                                                                   1,535,000            77,149
MBNA Corp.                                                                                       2,000,000            54,660
City National Corp.                                                                                675,000            41,958
J.P. Morgan Chase & Co.                                                                            775,000            31,790


TECHNOLOGY HARDWARE & EQUIPMENT  -  3.90%
QUALCOMM Inc.                                                                                   10,595,000           672,253
Cisco Systems, Inc.  (1)                                                                        15,714,500           363,005
Flextronics International Ltd. (Singapore) (1)                                                  14,025,000           253,853
CDW Corp.                                                                                        3,500,000           242,130
International Business Machines Corp.                                                            1,980,000           191,070
Fujitsu Ltd. (Japan) (1)                                                                        31,048,000           186,418
Sun Microsystems, Inc.  (1)                                                                     32,921,000           175,798
Solectron Corp.  (1)                                                                            20,970,600           134,002
Hirose Electric Co., Ltd. (Japan)                                                                1,040,000           114,448
Hoya Corp. (Japan)                                                                               1,051,000            98,300
Murata Manufacturing Co., Ltd. (Japan)                                                           1,694,000            93,828
National Instruments Corp.                                                                       2,250,000            77,760
Hewlett-Packard Co.                                                                              3,138,500            71,275
Hon Hai Precision Industry Co., Ltd. (Taiwan)                                                   11,400,000            50,789
Jabil Circuit, Inc.  (1)                                                                         1,500,000            41,970
Dell Inc.  (1)                                                                                   1,080,000            35,262
Nortel Networks Corp. (Canada) (1)                                                               3,800,000            30,324
Sanmina-SCI Corp.  (1)                                                                           2,000,000            25,380
Motorola, Inc.                                                                                   1,276,500            23,551


TELECOMMUNICATION SERVICES  -  3.83%
AT&T Wireless Services, Inc.  (1)                                                               64,174,500           871,490
Vodafone Group PLC (ADR) (United Kingdom)                                                       29,075,000           726,003
Vodafone Group PLC                                                                              57,065,000           142,938
Sprint Corp. - PCS Group, Series 1  (1)                                                         37,770,300           339,933
Sprint Corp. - FON Group                                                                         3,000,000            53,190
Sprint Corp. 7.125% convertible preferred 2004                                                   1,000,000 units       9,990
Telefonica, SA (ADR) (Spain)                                                                     4,232,411           208,277
China Unicom Ltd. (China) (1)                                                                  150,000,000           192,723
KDDI Corp. (Japan)                                                                                  20,000           103,477
Deutsche Telekom AG (Germany) (1)                                                                5,000,000            98,108
AT&T Corp.                                                                                       2,500,000            50,075
Royal KPN NV (Netherlands) (1)                                                                   3,680,000            29,149
Broadview Networks Holdings, Inc., Series E, convertible preferred  (1) (3) (4)                  1,588,972             3,337
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012  (1) (3) (4)                    730,928             1,527


INSURANCE  -  3.79%
American International Group, Inc.                                                              24,880,200         1,841,135
XL Capital Ltd., Class A                                                                         4,870,000           373,334
Berkshire Hathaway Inc., Class A  (1)                                                                1,850           174,825
Marsh & McLennan Companies, Inc.                                                                 2,475,900           118,818
Aon Corp.                                                                                        3,218,600            84,424
Chubb Corp.                                                                                      1,075,000            76,304
Mitsui Sumitomo Insurance Co., Ltd. (Japan)                                                      8,000,000            70,079
Protective Life Corp.                                                                            1,500,000            57,060


FOOD, BEVERAGE & TOBACCO  -  3.71%
Altria Group, Inc.                                                                              24,725,000         1,422,924
Coca-Cola Co.                                                                                    6,470,000           323,241
Anheuser-Busch Companies, Inc.                                                                   5,280,000           281,002
Unilever NV (New York registered) (Netherlands)                                                  3,300,000           239,910
PepsiCo, Inc.                                                                                    4,000,000           207,600
Kerry Group PLC, Class A (Ireland)                                                               6,214,826           117,836
Adolph Coors Co., Class B                                                                        1,180,000            79,980
General Mills, Inc.                                                                              1,235,000            56,785
Wm. Wrigley Jr. Co.                                                                                235,600            13,250


HEALTH CARE EQUIPMENT & SERVICES  -  2.82%
HCA Inc.                                                                                        12,720,000           540,854
Cardinal Health, Inc.                                                                            7,520,000           490,530
Express Scripts, Inc.  (1) (2)                                                                   4,710,000           342,700
Medtronic, Inc.                                                                                  4,760,000           223,244
Anthem, Inc.  (1)                                                                                1,752,400           150,619
Applera Corp. - Applied Biosystems Group                                                         4,100,000            93,480
Caremark Rx, Inc.  (1)                                                                           2,700,000            87,102
Andrx Group  (1)                                                                                 2,720,000            81,491
Lincare Holdings Inc.  (1)                                                                       2,200,000            71,148


MATERIALS  -  2.56%
Freeport-McMoRan Copper & Gold Inc., Class B                                                     7,330,000           312,625
Inco Ltd. (Canada) (1)                                                                           7,000,000           260,120
Phelps Dodge Corp.  (1)                                                                          2,500,000           215,650
Rio Tinto PLC (United Kingdom)                                                                   7,000,000           188,203
BHP Billiton Ltd. (Australia)                                                                   19,516,661           184,935
Dow Chemical Co.                                                                                 3,185,000           138,452
CRH PLC (Ireland)                                                                                5,900,000           123,642
Nitto Denko Corp. (Japan)                                                                        2,111,000           104,019
Potash Corp. of Saskatchewan Inc. (Canada)                                                       1,202,000            99,405
CONSOL Energy Inc.  (3)                                                                          3,700,000            93,351
Sealed Air Corp.  (1)                                                                            1,580,000            78,763
Newmont Mining Corp.                                                                             1,500,000            65,175
Millennium Chemicals Inc. (1)                                                                    2,000,000            26,740


TRANSPORTATION  -  2.48%
FedEx Corp.                                                                                      8,396,300           576,658
Southwest Airlines Co.                                                                          33,524,877           462,979
United Parcel Service, Inc., Class B                                                             6,078,300           429,310
Ryanair Holdings PLC (ADR) (Ireland) (1)                                                         6,835,000           236,559
Burlington Northern Santa Fe Corp.                                                               3,950,000           127,111


HOTELS, RESTAURANTS & LEISURE  -  2.05%
Carnival Corp., units                                                                           13,050,000           579,029
Starbucks Corp.  (1)                                                                             8,329,200           311,595
Harrah's Entertainment, Inc.                                                                     4,650,000           241,568
MGM Mirage, Inc.   (1)                                                                           4,700,000           204,685
Mandalay Resort Group                                                                            2,750,000           141,350
McDonald's Corp.                                                                                 1,300,000            36,790


FOOD & STAPLES RETAILING  -  1.21%
Walgreen Co.                                                                                    14,683,200           523,603
Wal-Mart Stores, Inc.                                                                            3,050,000           181,658
Whole Foods Market, Inc.                                                                           974,800            75,401
Wal-Mart de Mexico, SA de CV, Series V (ADR) (Mexico)                                            1,895,100            58,085
Wal-Mart de Mexico, SA de CV, Series V                                                           4,750,000            14,615
Wal-Mart de Mexico, SA de CV, Series C                                                               5,788                18
SYSCO Corp.                                                                                      1,000,000            39,650


COMMERCIAL SERVICES & SUPPLIES  -  0.73%
Allied Waste Industries, Inc.  (1)                                                              10,650,000           134,510
Monster Worldwide, Inc.  (1)                                                                     5,300,000           116,600
Robert Half International Inc.  (1)                                                              4,610,000           103,587
Republic Services, Inc.                                                                          3,000,000            78,720
Cendant Corp.                                                                                    3,000,000            68,100
United Rentals, Inc.  (1)                                                                        1,927,600            33,810


AUTOMOBILES & COMPONENTS  -  0.30%
Harley-Davidson Motor Co.                                                                        2,130,000           113,146
Dana Corp.                                                                                       5,000,000           106,950


OTHER  -  0.24%
Questar Corp.                                                                                    2,475,000            88,729
Avon Products, Inc.                                                                                997,200            70,402
Estee Lauder Companies Inc., Class A                                                               500,000            21,300


MISCELLANEOUS  -  3.55%
Other equity securities in initial period of acquisition                                                           2,621,288


TOTAL EQUITY SECURITIES (cost: $53,757,376,000)                                                                   64,976,054



                                                                                                                      Market
                                                                                          Principal amount             value
FIXED-INCOME SECURITIES - 0.02%                                                                       (000)             (000)

MEDIA  -  0.02%
AOL Time Warner Inc. 5.625% 2005                                                              $     10,795     $      11,278



TOTAL FIXED-INCOME SECURITIES (cost: $10,429,000)                                                                     11,278



                                                                                                                      Market
                                                                                          Principal amount             value
SHORT-TERM SECURITIES - 11.65%                                                                        (000)             (000)

U.S. TREASURIES  -  5.27%
U.S. Treasury Bills 0.841%-1.045% due 3/4-7/22/2004                                         $    3,899,200   $     3,891,792

CORPORATE SHORT-TERM NOTES  -  4.77%
Edison Asset Securitization LLC 1.04% due 3/5-5/7/2004 (3)                                          95,000            94,887
General Electric Capital Services, Inc. 1.03%-1.06% due 4/7-5/7/2004                                80,000            79,891
Pfizer Inc 0.99% due 3/2-5/13/2004 (3)                                                             160,000           159,806
Exxon Asset Management Co. 0.98%-0.99% due 3/10-3/26/2004 (3)                                      100,000            99,951
Exxon Project Investment Corp. 0.99% due 3/4/2004 (3)                                               50,000            49,994
Wal-Mart Stores Inc. 0.98%-0.99% due 3/2-4/6/2004 (3)                                              150,000           149,924
Variable Funding Capital Corp. 1.02%-1.03% due 3/5-4/16/2004 (3)                                   150,000           149,910
CAFCO, LLC 1.02%-1.03% due 3/16-3/22/2004 (3)                                                      100,000            99,938
Ciesco LLC 1.04% due 4/6/2004 (3)                                                                   50,000            49,947
Triple-A One Funding Corp. 1.02%-1.03% due 3/9-4/8/2004 (3)                                        150,000           149,881
Coca-Cola Co. 1.00%-1.02% due 3/1-5/14/2004                                                        150,000           149,867
DuPont (E.I.) de Nemours & Co. 0.99%-1.02% due 3/24-5/12/2004                                      150,000           149,812
Household Finance Corp. 1.03% due 4/5-4/26/2004                                                    150,000           149,789
Bank of America Corp. 1.02%-1.10% due 3/15-4/16/2004                                               120,500           120,385
Receivables Capital Corp. 1.05% due 3/15/2004 (3)                                                   25,000            24,989
ChevronTexaco Corp. 0.98%-1.03% due 3/29-4/16/2004                                                 125,000           124,872
Procter & Gamble Co. 0.97%-1.00% due 3/17-4/20/2004 (3)                                            110,000           109,880
American Express Credit Corp. 1.01%-1.02% due 4/28-5/10/2004                                       105,000           104,808
Verizon Network Funding Corp. 0.99%-1.00% due 3/19-4/13/2004                                       100,000            99,918
New Center Asset Trust 1.02%-1.03% due 3/16-4/28/2004                                              100,000            99,871
Clipper Receivables Corp. 1.03%-1.04% due 4/26-5/19/2004 (3)                                       100,000            99,806
Gannett Co. 0.98%-0.99% due 3/10-3/24/2004 (3)                                                      90,000            89,955
Caterpillar Financial Services Corp. 0.99%-1.02% due 3/2-6/1/2004                                   85,000            84,914
FCAR Owner Trust I 1.03%-1.04% due 3/19-4/27/2004                                                   80,000            79,891
Merck & Co. Inc. 0.98% due 3/10-3/17/2004                                                           78,400            78,368
Private Export Funding Corp. 1.05%-1.10% due 3/11-5/18/2004 (3)                                     77,900            77,819
Archer Daniels Midland Co. 1.02%-1.10% due 3/2-5/25/2004 (3)                                        75,000            74,954
Netjets Inc. 1.01%-1.04% due 3/3-4/5/2004 (3)                                                       67,600            67,575
Three Pillars Funding Corp. 1.03% due 3/1-3/26/2004 (3)                                             65,000            64,980
Park Avenue Receivables Corp. 1.03%-1.04% due 3/3-3/23/2004 (3)                                     60,000            59,972
Abbott Laboratories Inc. 0.98% due 3/30/2004 (3)                                                    60,000            59,951
American General Finance Corp. 1.00%-1.02% due 3/15-4/13/2004                                       40,000            39,971
AIG Funding, Inc. 1.01% due 4/19/2004                                                               20,000            19,973
Medtronic Inc. 0.97%-0.98% due 3/24-3/29/2004 (3)                                                   55,000            54,959
Preferred Receivables Funding Corp. 1.02%-1.03% due 3/24-4/20/2004 (3)                              50,000            49,944
Kimberly-Clark Worldwide Inc. 0.97% due 3/3-3/23/2004 (3)                                           45,500            45,483
SBC International Inc. 0.99% due 3/12/2004 (3)                                                      45,000            44,985
Clorox Co. 0.98% due 4/7/2004                                                                       45,000            44,953
USAA Capital Corp. 0.99% due 3/16/2004                                                              40,000            39,982
Harvard University 1.02% due 3/17/2004                                                              30,000            29,986
Colgate-Palmolive Co. 0.97% due 3/31/2004 (3)                                                       30,000            29,975
IBM Credit Corp. 1.00% due 3/17/2004                                                                25,000            24,988
Yale University 1.03% due 4/7/2004                                                                  25,000            24,974
Eli Lilly and Co. 0.98% due 3/5/2004 (3)                                                            20,000            19,997


FEDERAL AGENCY DISCOUNT NOTES  -  1.34%
International Bank for Reconstruction and Development 0.93%-1.01%
   due 3/12-5/17/2004                                                                              245,000           244,698
Federal Farm Credit Banks 0.94%-1.10% due 3/15-8/5/2004                                            237,500           236,839
Federal Home Loan Bank 0.98%-1.00% due 3/17-4/16/2004                                              175,000           174,846
Freddie Mac 1.00%-1.015% due 4/20-5/11/2004                                                        150,000           149,758
Fannie Mae 1.00%-1.015% due 4/14-5/5/2004                                                          100,000            99,845
Student Loan Marketing Assn. 0.997%-1.007% due 5/20-6/17/2004 (5)                                   53,500            53,501
Tennessee Valley Authority 0.94% due 3/18/2004                                                      30,000            29,986


CERTIFICATES OF DEPOSIT  -  0.27%
Wells Fargo & Co. 1.02%-1.04% due 3/5-5/26/2004                                                    150,000           149,992
State Street Bank & Trust 1.04% due 3/3/2004                                                        50,000            50,000

TOTAL SHORT-TERM SECURITIES (cost: $8,607,551,000)                                                                 8,607,932


TOTAL INVESTMENT SECURITIES (cost: $62,375,356,000)                                                               73,595,264

New Taiwanese Dollar (cost: $2,148,000)                                                          NT$73,393             2,209

Other assets less liabilities                                                                                        262,407

NET ASSETS                                                                                                       $73,859,880

(1) Security did not produce income during the last 12 months.

(2)  The  fund  owns  6.07%,  5.71%,  5.56%,  5.39%,  5.33%  and  5.28%  of  the
     outstanding voting securities of Express Scripts, Inc., Pogo Producing Co.,
     Big Lots,  Inc.,  EOG Resources,  Inc.,  Micron  Technology,  Inc. and SINA
     Corp., respectively, and thus is considered an affiliate of these companies
     under the Investment Company Act of 1940.

(3)  Purchased  in a private  placement  transaction;  resale  may be limited to
     qualified   institutional   buyers;   resale  to  the  public  may  require
     registration.

(4)  Valued  under fair value  procedures  adopted by  authority of the Board of
     Directors.

(5)  Coupon rate may change periodically.

ADR = American Depositary Receipts

See Notes to Financial Statements


EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE AUGUST 31, 2003
Avon Products
Barr Pharmaceuticals
Boeing
Caremark Rx
Celgene
City National
CONSOL Energy
Cox Communications
CRH
Dana
Exxon Mobil
Fujitsu
Harley-Davidson Motor
Harrah's Entertainment
MGM Mirage
Micron Technology
Mitsui Sumitomo Insurance
NTL
Occidental Petroleum
Phelps Dodge
QUALCOMM
SINA
SunTrust Banks
SYSCO
Tokyo Electron
T-Online International
UnitedGlobalCom
Wal-Mart Stores
Watson Pharmaceuticals
Wells Fargo
Wm. Wrigley Jr.
Yahoo Japan
Yamada Denki

EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE AUGUST 31, 2003
Adelphia Communications
ALLTEL
ALSTOM
Applied Micro Circuits
Arch Coal
Becton, Dickinson
Broadcom
Celestica
El Paso
FleetBoston Financial
National Semiconductor
New UPC
Novell
NTT DoCoMo
Sallie Mae
SAP
Scientific-Atlanta
Telewest Communications
Univision Communications
Waste Management

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES                                   unaudited
at February 29, 2004                          (dollars and shares in thousands,
                                                      except per-share amounts)

                                                                                                              

ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $61,188,033)                                                    $72,116,248
  Affiliated issuers (cost: $1,187,323)                                                         1,479,016           $73,595,264
 Cash denominated in non-U.S. currencies
  (cost: $2,148)                                                                                                          2,209
 Cash                                                                                                                    13,639
 Receivables for:
  Sales of investments                                                                            305,567
  Sales of fund's shares                                                                          274,360
  Dividends and interest                                                                           40,584               620,511
                                                                                                                     74,231,623
LIABILITIES:
 Payables for:
  Purchases of investments                                                                        257,969
  Repurchases of fund's shares                                                                     48,264
  Investment advisory services                                                                     16,915
  Services provided by affiliates                                                                  46,303
  Deferred Directors' compensation                                                                  1,306
  Other fees and expenses                                                                             986               371,743
NET ASSETS AT FEBRUARY 29, 2004                                                                                     $73,859,880

NET ASSETS CONSIST OF:
 Capital paid in on shares of capital stock                                                                         $63,365,110
 Accumulated net investment loss                                                                                         (8,209)
 Accumulated net realized loss                                                                                         (716,908)
 Net unrealized appreciation                                                                                         11,219,887
NET ASSETS AT FEBRUARY 29, 2004                                                                                     $73,859,880


TOTAL AUTHORIZED CAPITAL STOCK - 3,500,000 SHARES, $.001 PAR VALUE

                                                                                                          

                                                                            Net assets             Shares          Net asset value
                                                                                              outstanding              per share(1)

Class A                                                                    $51,977,947          2,025,688                $25.66
Class B                                                                      4,630,262            185,100                 25.01
Class C                                                                      4,331,272            173,485                 24.97
Class F                                                                      6,068,105            237,471                 25.55
Class 529-A                                                                    680,357             26,573                 25.60
Class 529-B                                                                    188,762              7,483                 25.22
Class 529-C                                                                    229,465              9,095                 25.23
Class 529-E                                                                     37,541              1,473                 25.48
Class 529-F                                                                     11,714                458                 25.58
Class R-1                                                                       45,339              1,790                 25.33
Class R-2                                                                      611,256             24,151                 25.31
Class R-3                                                                    2,105,379             82,770                 25.44
Class R-4                                                                    2,165,966             84,715                 25.57
Class R-5                                                                      776,515             30,224                 25.69


(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 $27.23 and $27.16,
respectively.


See Notes to Financial Statements

STATEMENT OF OPERATIONS                                              unaudited
for the six months ended February 29, 2004              (dollars in thousands)

                                                                                                                 

INVESTMENT INCOME:
 Income:
  Dividends (net of non-U.S. withholding
            tax of $4,123; also includes
            $869 from affiliates)                                                                $212,623
  Interest                                                                                         37,353              $249,976

 Fees and expenses:
  Investment advisory services                                                                     92,785
  Distribution services                                                                           109,175
  Transfer agent services                                                                          31,495
  Administrative services                                                                          12,461
  Reports to shareholders                                                                           1,534
  Registration statement and prospectus                                                             1,706
  Postage, stationery and supplies                                                                  3,789
  Directors' compensation                                                                             256
  Auditing and legal                                                                                   83
  Custodian                                                                                         2,399
  State and local taxes                                                                                 1
  Other                                                                                               179
  Total expenses before reimbursement                                                             255,863
   Reimbursement of expenses                                                                          278               255,585
 Net investment loss                                                                                                     (5,609)

NET REALIZED GAIN AND UNREALIZED
 APPRECIATION ON INVESTMENTS
 AND NON-U.S. CURRENCY:
 Net realized gain on:
  Investments                                                                                   1,221,091
  Non-U.S. currency transactions                                                                     (523)            1,220,568
 Net unrealized appreciation on:
  Investments                                                                                   7,145,199
  Non-U.S. currency translations                                                                      924             7,146,123
   Net realized gain and
    unrealized appreciation
    on investments and non-U.S. currency                                                                              8,366,691
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS                                                                                                     $8,361,082



See Notes to Financial Statements





STATEMENT OF CHANGES IN NET ASSETS                      (dollars in thousands)

                                                                                               Six months            Year ended
                                                                                       ended February 29,            August 31,
                                                                                                    2004*                  2003
OPERATIONS:
 Net investment (loss) income                                                                    $ (5,609)              $78,333
 Net realized gain on investments and
  non-U.S. currency transactions                                                                1,220,568               220,101
 Net unrealized appreciation
  on investments and non-U.S. currency translations                                             7,146,123             8,438,265
  Net increase in net assets
   resulting from operations                                                                    8,361,082             8,736,699

DIVIDENDS PAID TO SHAREHOLDERS FROM NET INVESTMENT INCOME                                         (20,306)              (37,508)

CAPITAL SHARE TRANSACTIONS                                                                     11,816,946             8,890,875

TOTAL INCREASE IN NET ASSETS                                                                   20,157,722            17,590,066

NET ASSETS:
 Beginning of period                                                                           53,702,158            36,112,092
 End of period (including accumulated net investment loss
  and undistributed net investment income: $(8,209) and $17,706,
  respectively)                                                                               $73,859,880           $53,702,158

*Unaudited

See Notes to Financial Statements



NOTES TO FINANCIAL STATEMENTS                                        unaudited



1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - The Growth Fund of America, Inc. (the "fund") is registered under
the  Investment  Company  Act of 1940  as an  open-end,  diversified  management
investment company. The fund invests in a wide range of companies that appear to
offer superior opportunities for growth of capital.

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   Classes B and 529-B convert to
                                               for redemptions within         classes A and 529-A,
                                               six years of purchase    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 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;  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
February 29, 2004,  the cost of investment  securities  and cash  denominated in
non-U.S. currencies for federal income tax purposes was $62,381,177,000.

As of February 29, 2004, the components of distributable earnings on a tax basis
were as follows:
                                                        (dollars in thousands)

                                                                                         

Distributions in excess of net investment income and currency losses                       $       (7,507)
Accumulated short-term capital losses                                                          (1,178,532)
Accumulated long-term capital gains                                                               465,821
Gross unrealized appreciation on investment securities                                         13,375,769
Gross unrealized depreciation on investment securities                                         (2,159,473)


Accumulated  short-term  capital losses above include capital loss carryforwards
of $424,032,000 and $1,509,623,000 expiring in 2010 and 2011, respectively.  The
capital loss  carryforwards will be used to offset any capital gains realized by
the fund in the current  year or in  subsequent  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):

                                                                       

Share class                     Six months ended February 29, 2004             Year ended August 31, 2003
Class A                                                   $ 11,834                               $ 31,898
Class B                                                          -                                      -
Class C                                                          -                                      -
Class F                                                      4,078                                  4,413
Class 529-A                                                    640                                    455
Class 529-B                                                      -                                      -
Class 529-C                                                      -                                      -
Class 529-E                                                      -                                     13
Class 529-F                                                      9                                      1
Class R-1                                                        -                                      2
Class R-2                                                        -                                     63
Class R-3                                                    1,019                                    218
Class R-4                                                    1,782                                    109
Class R-5                                                      944                                    336
Total                                                     $ 20,306                               $ 37,508



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 0.50% on the first $1 billion of
daily net  assets  and  decreasing  to  0.276%  on such  assets in excess of $55
billion.  For the six months ended February 29, 2004,  the  investment  advisory
services fee was  $92,785,000,  which was  equivalent to an  annualized  rate of
0.298% of average 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.  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
          February  29, 2004,  unreimbursed  expenses  subject to  reimbursement
          totaled  $21,065,000 for Class A. There were no unreimbursed  expenses
          subject to reimbursement for Class 529-A.

        
                                                                                   

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


          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, R-3 and R-4, 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 six months ended
          February 29, 2004, were as follows (dollars in thousands):
        
                                                                                      

         --------------------------------------------------------------------------------------------------------------
           Share class    Distribution    Transfer agent                     Administrative services
                            services         services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
                                                                  CRMC          Transfer agent      Commonwealth of
                                                             administrative        services             Virginia
                                                                services                             administrative
                                                                                                        services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class A         $57,198          $29,024        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B          20,014           2,471         Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          17,336         Included            $2,600              $545            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F          5,982          Included             3,589               401            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A         440           Included              393                 49                 $262
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B         751           Included              113                 40                  75
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C         877           Included              132                 38                  88
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E          73           Included              22                  3                    4
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F          10           Included               6                  1                   15
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1          167           Included              25                  9             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2         1,635          Included              327                859            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3         3,269          Included              981                778            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4         1,423          Included              854                 7             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included              238                 7             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total         $109,175          $31,495            $9,280             $2,737                $444
         --------------------------------------------------------------------------------------------------------------
        

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  $104,000 in current fees  (either paid in cash or deferred)  and a net
increase of $152,000 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):


                                                                                                

Share class                                                    Sales(1)                  Reinvestments of dividends
                                                         Amount         Shares                 Amount      Shares
Six months ended February 29, 2004
Class A                                             $ 7,424,579        309,639               $ 11,367         479
Class B                                                 752,768         32,302                      -           -
Class C                                               1,281,307         54,902                      -           -
Class F                                               2,040,673         85,518                  3,553         150
Class 529-A                                             210,263          8,755                    640          27
Class 529-B                                              51,156          2,164                      -           -
Class 529-C                                              73,176          3,086                      -           -
Class 529-E                                              11,559            485                      -           -
Class 529-F                                               5,393            227                      9          -*
Class R-1                                                23,029            974                      -           -
Class R-2                                               300,584         12,617                      -           -
Class R-3                                             1,331,653         55,560                  1,018          44
Class R-4                                             1,769,689         73,437                  1,779          75
Class R-5                                               460,062         18,779                    907          38
Total net increase
   (decrease)                                      $ 15,735,891        658,445               $ 19,273         813

Year ended August 31, 2003
Class A                                             $ 9,047,567        464,304               $ 30,635       1,635
Class B                                               1,070,469         55,879                      -           -
Class C                                               1,255,978         65,233                      -           -
Class F                                               2,106,047        107,747                  3,909         209
Class 529-A                                             210,052         10,828                    455          24
Class 529-B                                              65,004          3,377                      -           -
Class 529-C                                              74,845          3,886                      -           -
Class 529-E                                              14,036            728                     13           1
Class 529-F                                               4,649            239                      1          -*
Class R-1                                                20,507          1,061                      2          -*
Class R-2                                               304,985         15,642                     63           3
Class R-3                                               740,993         37,695                    218          12
Class R-4                                               400,549         20,284                    109           6
Class R-5                                               190,807          9,343                    292          16
Total net increase
   (decrease)                                      $ 15,506,488        796,246               $ 35,697       1,906




Share class                                                   Repurchases(1)                        Net increase
                                                           Amount        Shares                 Amount       Shares
Six months ended February 29, 2004
Class A                                              $ (2,867,913)     (119,426)           $ 4,568,033      190,692
Class B                                                  (137,350)       (5,864)               615,418       26,438
Class C                                                  (168,091)       (7,173)             1,113,216       47,729
Class F                                                  (341,256)      (14,244)             1,702,970       71,424
Class 529-A                                                (9,576)         (398)               201,327        8,384
Class 529-B                                                (1,937)          (81)                49,219        2,083
Class 529-C                                                (3,154)         (134)                70,022        2,952
Class 529-E                                                  (652)          (28)                10,907          457
Class 529-F                                                  (132)           (5)                 5,270          222
Class R-1                                                  (5,153)         (214)                17,876          760
Class R-2                                                 (52,145)       (2,181)               248,439       10,436
Class R-3                                                (145,806)       (6,076)             1,186,865       49,528
Class R-4                                                (162,608)       (6,672)             1,608,860       66,840
Class R-5                                                 (42,445)       (1,763)               418,524       17,054
Total net increase
   (decrease)                                        $ (3,938,218)     (164,259)          $ 11,816,946      494,999

Year ended August 31, 2003
Class A                                              $ (5,340,089)     (281,360)           $ 3,738,113      184,579
Class B                                                  (293,438)      (15,873)               777,031       40,006
Class C                                                  (269,689)      (14,499)               986,289       50,734
Class F                                                  (511,381)      (26,978)             1,598,575       80,978
Class 529-A                                                (8,258)         (429)               202,249       10,423
Class 529-B                                                (2,057)         (107)                62,947        3,270
Class 529-C                                                (3,782)         (195)                71,063        3,691
Class 529-E                                                  (218)          (11)                13,831          718
Class 529-F                                                   (57)           (3)                 4,593          236
Class R-1                                                  (1,954)          (99)                18,555          962
Class R-2                                                 (45,532)       (2,350)               259,516       13,295
Class R-3                                                 (98,763)       (5,062)               642,448       32,645
Class R-4                                                 (51,101)       (2,582)               349,557       17,708
Class R-5                                                 (24,991)       (1,283)               166,108        8,076
Total net increase
   (decrease)                                        $ (6,651,310)     (350,831)           $ 8,890,875      447,321

* Amount less than one thousand.
(1) Includes exchanges between share classes of the fund.


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 February 29, 2004, the total value
of restricted  securities was  $2,080,000,  which  represented  2.82% 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 $14,439,662,000 and $6,040,049,000,  respectively, during the six
months ended February 29, 2004.

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
six months ended  February 29, 2004,  the custodian  fee of $2,399,000  included
$11,000 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 (loss)  and unrealized)  operations
Class A:
 Six months ended 2/29/2004 (4)                            $22.49          $.01           $3.17        $3.18
 Year ended 8/31/2003                                       18.57           .06            3.88         3.94
 Year ended 8/31/2002                                       23.20           .04           (4.62)       (4.58)
 Year ended 8/31/2001                                       35.91           .15           (8.62)       (8.47)
 Year ended 8/31/2000                                       26.20           .18           12.77        12.95
 Year ended 8/31/1999                                       17.95           .07           10.48        10.55
Class B:
 Six months ended 2/29/2004 (4)                             22.00          (.08)           3.09         3.01
 Year ended 8/31/2003                                       18.28          (.09)           3.81         3.72
 Year ended 8/31/2002                                       22.98          (.13)          (4.57)       (4.70)
 Year ended 8/31/2001                                       35.79          (.07)          (8.56)       (8.63)
 Period from 3/15/2000 to 8/31/2000                         32.44             - (6)        3.35         3.35
Class C:
 Six months ended 2/29/2004 (4)                             21.96          (.08)           3.09         3.01
 Year ended 8/31/2003                                       18.26          (.10)           3.80         3.70
 Year ended 8/31/2002                                       22.95          (.13)          (4.56)       (4.69)
 Period from 3/15/2001 to 8/31/2001                         23.78          (.08)           (.75)        (.83)
Class F:
 Six months ended 2/29/2004 (4)                             22.41           .01            3.15         3.16
 Year ended 8/31/2003                                       18.53           .05            3.87         3.92
 Year ended 8/31/2002                                       23.19           .03           (4.61)       (4.58)
 Period from 3/15/2001 to 8/31/2001                         23.92           .02            (.75)        (.73)
Class 529-A:
 Six months ended 2/29/2004 (4)                             22.47             - (6)        3.16         3.16
 Year ended 8/31/2003                                       18.56           .07            3.88         3.95
 Period from 2/15/2002 to 8/31/2002                         22.62           .01           (4.07)       (4.06)
Class 529-B:
 Six months ended 2/29/2004 (4)                             22.20          (.10)           3.12         3.02
 Year ended 8/31/2003                                       18.48          (.12)           3.84         3.72
 Period from 2/15/2002 to 8/31/2002                         22.62          (.08)          (4.06)       (4.14)
Class 529-C:
 Six months ended 2/29/2004 (4)                             22.21          (.10)           3.12         3.02
 Year ended 8/31/2003                                       18.48          (.12)           3.85         3.73
 Period from 2/15/2002 to 8/31/2002                         22.62          (.08)          (4.06)       (4.14)
Class 529-E:
 Six months ended 2/29/2004 (4)                             22.37          (.04)           3.15         3.11
 Year ended 8/31/2003                                       18.55          (.02)           3.87         3.85
 Period from 3/1/2002 to 8/31/2002                          22.95          (.02)          (4.38)       (4.40)
Class 529-F:
 Six months ended 2/29/2004 (4)                             22.45          (.01)           3.16         3.15
 Period from 9/16/2002 to 8/31/2003                         18.39           .03            4.06         4.09




                                                         Dividends
                                                         (from net  Distributions          Total   Net asset
                                                        investment  (from capital  dividends and  value, end
                                                           income)         gains)  distributions   of period
Class A:
 Six months ended 2/29/2004 (4)                             $(.01)           $-           $(.01)      $25.66
 Year ended 8/31/2003                                        (.02)            -            (.02)       22.49
 Year ended 8/31/2002                                        (.05)            -            (.05)       18.57
 Year ended 8/31/2001                                        (.15)        (4.09)          (4.24)       23.20
 Year ended 8/31/2000                                        (.04)        (3.20)          (3.24)       35.91
 Year ended 8/31/1999                                        (.09)        (2.21)          (2.30)       26.20
Class B:
 Six months ended 2/29/2004 (4)                                 -             -               -        25.01
 Year ended 8/31/2003                                           -             -               -        22.00
 Year ended 8/31/2002                                           -             -               -        18.28
 Year ended 8/31/2001                                        (.09)        (4.09)         (4.18)        22.98
 Period from 3/15/2000 to 8/31/2000                             -             -               -        35.79
Class C:
 Six months ended 2/29/2004 (4)                                 -             -               -        24.97
 Year ended 8/31/2003                                           -             -               -        21.96
 Year ended 8/31/2002                                           -             -               -        18.26
 Period from 3/15/2001 to 8/31/2001                             -             -               -        22.95
Class F:
 Six months ended 2/29/2004 (4)                              (.02)            -            (.02)       25.55
 Year ended 8/31/2003                                        (.04)            -            (.04)       22.41
 Year ended 8/31/2002                                        (.08)            -            (.08)       18.53
 Period from 3/15/2001 to 8/31/2001                             -             -               -        23.19
Class 529-A:
 Six months ended 2/29/2004 (4)                              (.03)            -            (.03)       25.60
 Year ended 8/31/2003                                        (.04)            -            (.04)       22.47
 Period from 2/15/2002 to 8/31/2002                             -             -               -        18.56
Class 529-B:
 Six months ended 2/29/2004 (4)                                 -             -               -        25.22
 Year ended 8/31/2003                                           -             -               -        22.20
 Period from 2/15/2002 to 8/31/2002                             -             -               -        18.48
Class 529-C:
 Six months ended 2/29/2004 (4)                                 -             -               -        25.23
 Year ended 8/31/2003                                           -             -               -        22.21
 Period from 2/15/2002 to 8/31/2002                             -             -               -        18.48
Class 529-E:
 Six months ended 2/29/2004 (4)                                 -             -               -        25.48
 Year ended 8/31/2003                                        (.03)            -            (.03)       22.37
 Period from 3/1/2002 to 8/31/2002                              -             -               -        18.55
Class 529-F:
 Six months ended 2/29/2004 (4)                              (.02)            -            (.02)       25.58
 Period from 9/16/2002 to 8/31/2003                          (.03)            -            (.03)       22.45





                                                                                        Ratio of      Ratio of net
                                                                      Net assets,       expenses     income (loss)
                                                             Total  end of period     to average        to average
                                                         return(3)  (in millions)     net assets        net assets
Class A:
 Six months ended 2/29/2004 (4)                             14.12%        $51,978           .71% (5)     .10% (5)
 Year ended 8/31/2003                                       21.23          41,267           .76          .28
 Year ended 8/31/2002                                      (19.80)         30,644           .75          .18
 Year ended 8/31/2001                                      (25.28)         34,312           .71          .56
 Year ended 8/31/2000                                       53.51          40,671           .70          .58
 Year ended 8/31/1999                                       61.26          20,673           .70          .28
Class B:
 Six months ended 2/29/2004 (4)                             13.73           4,630          1.45 (5)     (.65) (5)
 Year ended 8/31/2003                                       20.35           3,490          1.53         (.49)
 Year ended 8/31/2002                                      (20.45)          2,170          1.52         (.60)
 Year ended 8/31/2001                                      (25.83)          1,437          1.48         (.29)
 Period from 3/15/2000 to 8/31/2000                         10.33             424           .66         (.01)
Class C:
 Six months ended 2/29/2004 (4)                             13.71           4,331          1.51 (5)     (.71) (5)
 Year ended 8/31/2003                                       20.26           2,762          1.55         (.52)
 Year ended 8/31/2002                                      (20.44)          1,370          1.55         (.63)
 Period from 3/15/2001 to 8/31/2001                         (3.49)            385           .80         (.34)
Class F:
 Six months ended 2/29/2004 (4)                             14.11           6,068           .74 (5)      .06  (5)
 Year ended 8/31/2003                                       21.22           3,721           .75          .28
 Year ended 8/31/2002                                      (19.83)          1,576           .77          .15
 Period from 3/15/2001 to 8/31/2001                         (3.05)            350           .38          .08
Class 529-A:
 Six months ended 2/29/2004 (4)                             14.07             680           .77 (5)      .03  (5)
 Year ended 8/31/2003                                       21.35             409           .67          .36
 Period from 2/15/2002 to 8/31/2002                        (17.95)            144           .86 (5)      .07  (5)
Class 529-B:
 Six months ended 2/29/2004 (4)                             13.60             189          1.63 (5)     (.83) (5)
 Year ended 8/31/2003                                       20.13             120          1.66         (.63)
 Period from 2/15/2002 to 8/31/2002                        (18.30)             39          1.66 (5)     (.74) (5)
Class 529-C:
 Six months ended 2/29/2004 (4)                             13.60             229          1.62 (5)     (.83) (5)
 Year ended 8/31/2003                                       20.18             136          1.65         (.61)
 Period from 2/15/2002 to 8/31/2002                        (18.30)             45          1.64 (5)     (.72) (5)
Class 529-E:
 Six months ended 2/29/2004 (4)                             13.90              38          1.10 (5)     (.30) (5)
 Year ended 8/31/2003                                       20.78              23          1.11         (.08)
 Period from 3/1/2002 to 8/31/2002                         (19.17)              6           .56         (.10)
Class 529-F:
 Six months ended 2/29/2004 (4)                             14.06              12           .85 (5)     (.06) (5)
 Period from 9/16/2002 to 8/31/2003                         22.27               5           .86 (5)      .16  (5)





Financial highlights (1)   (continued)



                                                                  Income (loss)from investment operations (2)
                                                                                            Net
                                                        Net asset                  gains(losses)
                                                           value,           Net    on securities  Total from
                                                        beginning    investment   (both realized  investment
                                                        of period (loss) income  and unrealized)  operations
Class R-1:
 Six months ended 2/29/2004 (4)                            $22.28         $(.09)          $3.14        $3.05
 Year ended 8/31/2003                                       18.53          (.11)           3.87         3.76
 Period from 6/6/2002 to 8/31/2002                          21.08          (.03)          (2.52)       (2.55)
Class R-2:
 Six months ended 2/29/2004 (4)                             22.26          (.08)           3.13         3.05
 Year ended 8/31/2003                                       18.53          (.10)           3.86         3.76
 Period from 5/21/2002 to 8/31/2002                         22.11          (.03)          (3.55)       (3.58)
Class R-3:
 Six months ended 2/29/2004 (4)                             22.35          (.04)           3.15         3.11
 Year ended 8/31/2003                                       18.55          (.02)           3.86         3.84
 Period from 5/21/2002 to 8/31/2002                         22.11          (.01)          (3.55)       (3.56)
Class R-4:
 Six months ended 2/29/2004 (4)                             22.44           .01            3.16         3.17
 Year ended 8/31/2003                                       18.57           .05            3.87         3.92
 Period from 5/28/2002 to 8/31/2002                         22.01           .01           (3.45)       (3.44)
Class R-5:
 Six months ended 2/29/2004 (4)                             22.52           .04            3.18         3.22
 Year ended 8/31/2003                                       18.58           .11            3.89         4.00
 Period from 5/15/2002 to 8/31/2002                         22.40           .03           (3.85)       (3.82)




                                                         Dividends
                                                         (from net  Distributions          Total   Net asset
                                                        investment  (from capital  dividends and  value, end
                                                           income)         gains)  distributions   of period
Class R-1:
 Six months ended 2/29/2004 (4)                                $-           $-               $-       $25.33
 Year ended 8/31/2003                                        (.01)           -             (.01)       22.28
 Period from 6/6/2002 to 8/31/2002                              -            -                -        18.53
Class R-2:
 Six months ended 2/29/2004 (4)                                 -            -                -        25.31
 Year ended 8/31/2003                                        (.03)           -             (.03)       22.26
 Period from 5/21/2002 to 8/31/2002                             -            -                -        18.53
Class R-3:
 Six months ended 2/29/2004 (4)                              (.02)           -             (.02)       25.44
 Year ended 8/31/2003                                        (.04)           -             (.04)       22.35
 Period from 5/21/2002 to 8/31/2002                             -            -                -        18.55
Class R-4:
 Six months ended 2/29/2004 (4)                              (.04)           -             (.04)       25.57
 Year ended 8/31/2003                                        (.05)           -             (.05)       22.44
 Period from 5/28/2002 to 8/31/2002                             -            -                -        18.57
Class R-5:
 Six months ended 2/29/2004 (4)                              (.05)           -             (.05)       25.69
 Year ended 8/31/2003                                        (.06)           -             (.06)       22.52
 Period from 5/15/2002 to 8/31/2002                             -            -                -        18.58




                                                                                           Ratio of   Ratio of net
                                                                      Net assets,          expenses  (loss) income
                                                            Total  end of period         to average     to average
                                                           return   (in millions)        net assets     net assets
Class R-1:
 Six months ended 2/29/2004 (4)                             13.69%         $45             1.52%(5)(7)   (.73)(5)
 Year ended 8/31/2003                                       20.29           23             1.53 (7)      (.53)
 Period from 6/6/2002 to 8/31/2002                         (12.10)           1              .36 (7)      (.16)
Class R-2:
 Six months ended 2/29/2004 (4)                             13.75          611             1.49 (5)(7)   (.69)(5)
 Year ended 8/31/2003                                       20.29          305             1.49 (7)      (.49)
 Period from 5/21/2002 to 8/31/2002                        (16.19)           8              .42 (7)      (.17)
Class R-3:
 Six months ended 2/29/2004 (4)                             13.92        2,106             1.09 (5)      (.30)(5)
 Year ended 8/31/2003                                       20.75          743             1.11 (7)      (.11)
 Period from 5/21/2002 to 8/31/2002                        (16.10)          11              .31 (7)      (.06)
Class R-4:
 Six months ended 2/29/2004 (4)                             14.15        2,166              .73 (5)       .05 (5)
 Year ended 8/31/2003                                       21.19          401              .74 (7)       .26
 Period from 5/28/2002 to 8/31/2002                        (15.63)           3              .20 (7)       .05
Class R-5:
 Six months ended 2/29/2004 (4)                             14.32          777              .42 (5)       .37 (5)
 Year ended 8/31/2003                                       21.61          297              .43           .56
 Period from 5/15/2002 to 8/31/2002                        (17.05)          95              .13           .14





                                                                                                           

                                                       Six months ended
                                                          February 29,                      Year ended August 31
                                                            2004(4)           2003      2002         2001       2000         1999

Portfolio turnover rate for all classes of shares            11%               25%       30%          36%        47%          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) Unaudited.
(5) Annualized.
(6) Amount less than one cent.
(7) 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 1.62% for Class R-2 during the
    six months ended February 29, 2004, 1.59% and 1.82% for classes R-1 and
    R-2, respectively, during the year ended August 31, 2003, and .46%, .49%,
    .33% and .25%, for classes R-1, R-2, R-3 and R-4, respectively, during the
    period ended August 31, 2002. The expense ratios were not affected by any
    payments made by CRMC for Class R-1 during the period ended February 29,
    2004, and for classes R-3 and R-4 during the year ended August 31, 2003.


See Notes to Financial Statements


OTHER SHARE CLASS RESULTS                                            unaudited

CLASS B, CLASS C, CLASS F AND CLASS 529

                                                                                                        

Returns for periods ended March 31, 2004
(the most recent calendar quarter):
                                                                                             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                                                             +34.93%            -3.51%(1)
Not reflecting CDSC                                                                           +39.93%            -3.09%(1)

CLASS C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +38.89%            +1.24%(2)
Not reflecting CDSC                                                                           +39.89%            +1.24%(2)

CLASS F SHARES(3)
Not reflecting annual asset-based fee charged by
     sponsoring firm                                                                          +41.01%            +2.06%(2)

CLASS 529-A SHARES
Reflecting 5.75% maximum sales charge                                                         +32.85%            +2.75%(4)
Not reflecting maximum sales charge                                                           +40.97%            +5.66%(4)

CLASS 529-B SHARES
Reflecting applicable CDSC, maximum of 5%, payable only
     if shares are sold within six years of purchase                                          +34.72%            +2.90%(4)
Not reflecting CDSC                                                                           +39.72%            +4.71%(4)

CLASS 529-C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +38.77%            +4.73%(4)
Not reflecting CDSC                                                                           +39.77%            +4.73%(4)

CLASS 529-E SHARES(3)                                                                         +40.44%            +4.69%(5)

CLASS 529-F SHARES(3)
Not reflecting annual asset-based fee charged by
     sponsoring firm                                                                          +40.83%           +23.31%(6)


Figures shown on this page are past results and are not predictive of results in
future  periods.  Current  and future  results may be lower or higher than those
shown.  Share prices and returns will vary, so investors may lose money. 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, Class
    529-B and Class 529-C shares were first sold.
(5) Average annual total return from March 1, 2002, when Class 529-E shares
    were first sold.
(6) Average annual total return from September 16, 2002, when Class 529-F
    shares were first sold.


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 The Growth Fund of America.  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.
Annualized  expenses for Class B shares were 0.74 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 annualized  expenses 0.80 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
annualized  expenses (by 0.03 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 CAREFULLY CONSIDER THE INVESTMENT  OBJECTIVES,  RISKS,  CHARGES
AND  EXPENSES OF THE GROWTH FUND OF AMERICA AND  COLLEGEAMERICA.  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 The  Growth  Fund of
America,  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 June 30,  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
   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
   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
   Capital Income Builder(R)
   The Income Fund of America(R)

o  BALANCED FUND
   American Balanced Fund(R)

o  BOND FUNDS
   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
   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. MFGESR-905-0404

Litho in USA AGD/GRS/8084

Printed on recycled paper



ITEM 2 - Code of Ethics

Not applicable for filing of Semiannual Reports to Shareholders.


ITEM 3 - Audit Committee Financial Expert

Not applicable for filing of Semiannual Reports to Shareholders.


ITEM 4 - Principal Accountant Fees and Services

Not applicable for filing of Semiannual Reports to Shareholders.


ITEM 5 - Audit Committee of Listed Registrants

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 - Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which  shareholders may
recommend  nominees to the registrant's  Board of Directors since the registrant
last  submitted a proxy  statement to its  shareholders.  The  procedures are as
follows.  The registrant has a nominating  committee comprised solely of persons
who are not considered "interested persons" of the registrant within the meaning
of the Investment Company Act of 1940. The committee  periodically  reviews such
issues as the Board's composition,  responsibilities,  committees,  compensation
and other relevant  issues,  and recommends any appropriate  changes to the full
Board of Directors.  While the  committee  normally is able to identify from its
own  resources  an  ample  number  of  qualified  candidates,  it will  consider
shareholder  suggestions  of persons to be considered as nominees to fill future
vacancies  on the  Board.  Such  suggestions  must  be sent  in  writing  to the
nominating committee of the registrant, c/o the registrant's Secretary, and must
be accompanied by complete biographical and occupational data on the prospective
nominee,   along  with  a  written  consent  of  the  prospective   nominee  for
consideration of his or her name by the nominating committee.


ITEM 10 - 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 11 - Exhibits

(a)  The Code of Ethics - not  applicable  for filing of  Semiannual  Reports to
     Shareholders.

(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.

                        THE GROWTH FUND OF AMERICA, INC.


                        By /s/ James F. Rothenberg
                        -----------------------------------------
                        James F. Rothenberg, Chairman and PEO
                        Date:  May 7, 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:  May 7, 2004



By /s/ Sheryl F. Johnson
- ---------------------------------------
Sheryl F. Johnson, Treasurer
Date:  May 7, 2004