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: August 31, 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:
                                 Michael Glazer
                      Paul, Hastings, Janofsky & Walker LLP
                             515 South Flower Street
                          Los Angeles, California 90071
                          (Counsel for the Registrant)






ITEM 1 - Reports to Stockholders

[logo - American Funds(R)]

The right choice for the long term(R)

THE GROWTH FUND
OF AMERICA

HOW THE MULTIPLE PORTFOLIO COUNSELOR
SYSTEM WORKS FOR GFA

[photo of six girls  dressed in soccer  uniforms  sitting  on stadium  bleachers
overlooking a playing field]

Annual report for the year ended August 31, 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.


                                                             
Contents

Letter to shareholders                                                    1
The value of a long-term perspective                                      4
Feature story: Managing for growth
     How the multiple portfolio counselor
     system works for GFA                                                 6
Investment portfolio                                                     11
Financial statements                                                     16
Board of Directors                                                       28
What makes American Funds different?                             back cover


ABOUT THE COVER:  A  successful  girls'  soccer team  represents  the  teamwork,
cooperation and collaboration  inherent in The Growth Fund of America's multiple
portfolio counselor system.

FIGURES  SHOWN 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.

Here are the  average  annual  total  returns  on a $1,000  investment  with all
distributions  reinvested for periods ended  September 30, 2004 (the most recent
calendar quarter):

                                                                                             
                                                                    1 year           5 years          10 years
Class A shares
Reflecting 5.75% maximum sales charge                               +8.00%           +3.31%            +13.01%


Other share class results and important information can be found on page 3.

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.



FELLOW SHAREHOLDERS:

[close-up photo of a child kicking a soccer ball]

The 12 months  ended  August 31  consisted  of two  distinctly  different  stock
markets.  In the first six months,  rising  corporate  earnings,  tax cuts,  low
interest  rates and the weakness of the U.S.  dollar helped fuel a rise in stock
prices.  The second half ended on a more somber note,  when stock prices fell as
investors became concerned about rising oil prices, the conflict in Iraq and the
presidential  election.  The second half was particularly hard on growth stocks,
which had experienced a strong recovery.

FISCAL 2004 RESULTS

For the full year,  The Growth Fund of America (GFA) posted solid results with a
total return of 8.7%. As the table below shows, GFA's return trailed the general
stock  market,  as  represented  by Standard & Poor's 500 Composite  Index,  but
exceeded  three of the four  benchmark  indexes  the fund  uses to  measure  its
progress.  The unmanaged S&P 500 gained 11.4%. The fund's Lipper  benchmarks had
increases ranging from 4.7% to 10.1%.

Over longer  periods,  GFA has  continued to outpace the general  market and its
comparable  indexes by  significant  margins.  The fund's  average  annual total
returns  were 3.9% for the five years,  13.1% for the 10 years and 15.4% for its
lifetime.

WHAT HELPED RESULTS

Energy and  biotechnology  stocks helped GFA results the most.  Rising crude oil
prices reached record levels,  benefiting  energy  companies.  The rise occurred
because  both demand for oil  products  was  somewhat  higher than  expected and
supply  dipped  below  forecasts.   Developing   nations,   including  China  in
particular,  made  stronger  demands for oil.  Supply was affected by turmoil in
Russia, Iraq, Venezuela and Nigeria.  After experiencing years of relatively low
oil prices,  energy companies have been disciplined  about controlling costs and
spending,  and were able to benefit when prices rose sharply.  Energy  companies
that made a major  contribution  included  LUKoil Holding  (+51.3%),  one of the
largest  companies  in Russia,  Burlington  Resources  (+49.7%),  Suncor  Energy
(+47.9%) and Devon Energy (+25.2%). The fund added to its energy holdings during
the past 12 months.


                                                                                                      
Results at a glance (with all distributions reinvested)

                                                                                 5-year           10-year          Lifetime*
                                                                                 average          average           average
                                                               1-year            annual           annual            annual
                                                               total              total            total             total
                                                               returns           returns          returns           returns
                                                             (9/1/03 -          (9/1/99 -        (9/1/94 -        (12/1/73 -
                                                              8/31/04)          8/31/04)         8/31/04)          8/31/04)

The Growth Fund of America                                      +8.7%             +3.9%           +13.1%            +15.4%

Standard & Poor's 500 Composite Index+                         +11.4              -2.1            +10.7             +12.0

Lipper Capital Appreciation Funds Index                         +6.5              -2.3             +7.7             +11.6

Lipper Growth Funds Index                                       +5.8              -3.9             +7.9             +10.7

Lipper Multi-Cap Core Funds Index                              +10.1              +0.1             +9.4             +11.4

Lipper Multi-Cap Growth Funds Index                             +4.7              -4.5             +7.5             +11.5

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



[action photo of a child goalie diving for a soccer ball]

Biotechnology stocks are a relatively small holding but the group's returns were
noteworthy. These stocks recovered in the past year after having difficulties in
2001 and 2002.  Among the leaders were Elan (+419.0%),  Biogen Idec (+78.5%) and
Sepracor  (+84.3%).  Elan and  Biogen  Idec were  strong  performers  because of
positive  clinical  news about their joint venture to treat  multiple  sclerosis
with the new drug Antegren.  Sepracor has been a superior stock because the Food
and Drug  Administration  has  indicated  that it will approve the company's new
drug Estorra, which will be used to treat insomnia.

A mixture of  individual  stocks also  achieved  significant  gains.  Yahoo!,  a
leading Internet portal,  rose 70.7%.  Starbucks,  the global coffeehouse chain,
rose 52.0% on increasing sales and earnings.  Tyco International,  a diversified
manufacturing concern (+52.2%), rebounded after new management restored investor
confidence in the strength of the company's basic businesses.

WHAT HURT THE FUND

Technology and media stocks, which played an important role in GFA's fiscal 2003
results,  lagged in the recent fiscal year. Most technology stocks, whether they
were semiconductor,  software or computer companies, had a poor second half. For
example,  the NASDAQ  Composite  Index,  which is dominated by large  technology
stocks, declined 9.4% in the period from March 1, 2004, to the end of the fiscal
year. Among the fund's larger holdings that posted negative results for the year
were Applied Materials (-26.4%), Taiwan Semiconductor Manufacturing (-19.6%) and
Texas  Instruments  (-18.1%).  We believe these  companies  are solid  long-term
investments,  but they had a very strong rebound last year and their  valuations
had gotten a little too high.

Media companies were in a similar situation, having participated strongly in the
market  recovery.  Among those with  below-market  results were Comcast (-2.2%),
Time Warner (-0.1%) and News Corp. (+2.9%).

GOING FORWARD

A year ago we noted  that it would  not be  realistic  to expect a return to the
exceptionally  high stock market  gains that we  experienced  in the 1990s.  Our
outlook has not changed today.  We believe  modest returns with some  volatility
are likely in the future.  Our investment  approach has not changed  either.  We
will continue our focus on  fundamental  research,  conducted  globally,  with a
long-term  orientation.  To learn  more about how our  investment  professionals
manage the GFA portfolio, please read the feature article beginning on page 6.

It has been  gratifying  to see the large  number of new  shareholders  who have
joined  the fund in the past 12  months,  bringing  the  number  of  shareholder
accounts  to almost 5 million.  We welcome  our new  shareholders  and thank our
long-term investors for their continuing faith in The Growth Fund of America.

Cordially,

/s/ James F. Rothenberg            /s/ Donald D. O'Neal

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

October 8, 2004

For current information about the fund, visit americanfunds.com.

OTHER SHARE CLASS RESULTS (unaudited)

CLASS B, CLASS C, CLASS F AND CLASS 529

Figures  shown 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.


Returns for periods ended September 30, 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                                                              +8.70%            -3.49%(1)
Not reflecting CDSC                                                                           +13.70%            -3.12%(1)

CLASS C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +12.68%            +0.58%(2)
Not reflecting CDSC                                                                           +13.68%            +0.58%(2)


CLASS F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +14.55%            +1.38%(2)

CLASS 529-A SHARES
Reflecting 5.75% maximum sales charge                                                          +7.94%            +1.71%(4)
Not reflecting maximum sales charge                                                           +14.51%            +4.03%(4)

CLASS 529-B SHARES
Reflecting applicable CDSC, maximum of 5%, payable
     only if shares are sold within six years of purchase                                      +8.48%            +1.62%(4)
Not reflecting CDSC                                                                           +13.48%            +3.09%(4)

CLASS 529-C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +12.53%            +3.11%(4)
Not reflecting CDSC                                                                           +13.53%            +3.11%(4)

CLASS 529-E SHARES(3)                                                                         +14.11%            +3.16%(5)

CLASS 529-F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +14.41%           +16.32%(6)

(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.


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 and is eliminated for purchases
of $1 million or more.  Other share  classes,  which are generally not available
for certain employer-sponsored  retirement plans, have no up-front sales charges
but are subject to  additional  annual  expenses and fees.  Annual  expenses for
Class B shares were 0.74 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 annual 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  annual  expenses  (by  0.02
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.


THE VALUE OF A LONG-TERM PERSPECTIVE

HOW A $10,000 INVESTMENT HAS GROWN
Figures  shown 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 figures reflect deduction of the maximum sales charge of
5.75% on the $10,000 investment.(1) Thus, the net amount invested was $9,425.(2)


AVERAGE ANNUAL TOTAL RETURNS
(based on a $1,000 investment with all distributions reinvested)


                                                   
                                                      For periods ended
                                                        August 31, 2004
CLASS A SHARES*
Reflecting 5.75% maximum sales charge

1 year                                                           +2.42%
5 years                                                          +2.69%
10 years                                                        +12.42%

*Results for other share classes can be found on page 3.



[begin mountain chart]

<table>
<s>           <c>              <c>          <c>            <c>              <c>             <c>
                                 Lipper   Standard &
             The Growth       Multi-Cap   Poor's 500    Lipper Multi-       Consumer
                Fund of      Core Funds    Composite       Cap Growth    Price Index       Original
Year            America           Index        Index      Funds Index    (inflation)     Investment

1974*            $7,874          $7,761       $7,749          $ 7,845        $10,893        $10,000
1975             $9,792          $9,873       $9,776          $ 9,431        $11,830        $10,000
1976            $11,165         $11,715      $12,043          $10,765        $12,505        $10,000
1977            $12,377         $11,697      $11,835          $11,007        $13,333        $10,000
1978            $20,136         $14,369      $13,315          $14,823        $14,379        $10,000
1979            $23,595         $16,280      $14,881          $17,014        $16,078        $10,000
1980            $31,496         $20,040      $17,588          $22,374        $18,148        $10,000
1981            $35,383         $21,228      $18,539          $24,287        $20,109        $10,000
1982            $38,595         $22,123      $19,134          $25,570        $21,285        $10,000
1983            $56,382         $32,033      $27,582          $38,044        $21,830        $10,000
1984            $56,805         $31,782      $29,280          $36,701        $22,767        $10,000
1985            $64,493         $36,607      $34,616          $41,413        $23,529        $10,000
1986            $82,962         $48,803      $48,158          $55,640        $23,900        $10,000
1987           $109,731         $62,610      $64,779          $72,149        $24,924        $10,000
1988            $97,962         $51,546      $53,241          $58,985        $25,926        $10,000
1989           $136,507         $69,658      $74,101          $83,543        $27,146        $10,000
1990           $123,184         $65,613      $70,400          $76,088        $28,671        $10,000
1991           $160,815         $82,704      $89,300         $101,155        $29,760        $10,000
1992           $168,703         $87,795      $96,368         $106,268        $30,697        $10,000
1993           $210,269        $104,956     $110,996         $133,701        $31,547        $10,000
1994           $222,852        $112,215     $117,057         $138,309        $32,462        $10,000
1995           $279,812        $132,843     $142,129         $172,196        $33,312        $10,000
1996           $282,323        $153,447     $168,734         $192,309        $34,270        $10,000
1997           $391,124        $207,038     $237,282         $252,795        $35,033        $10,000
1998           $390,174        $204,380     $256,505         $241,989        $35,599        $10,000
1999           $629,203        $273,501     $358,611         $359,870        $36,405        $10,000
2000           $965,880        $340,564     $417,104         $549,013        $37,647        $10,000
2001           $721,756        $263,388     $315,433         $308,552        $38,671        $10,000
2002           $578,827        $217,245     $258,698         $225,096        $39,368        $10,000
2003           $701,724        $249,447     $289,889         $272,701        $40,218        $10,000
2004           $762,451(3)     $274,632(4)  $323,073(4)(5)   $285,459(4)     $41,285(6)     $10,000
Year ended August 31
</table>

[end mountain chart]




                                                                                                

Year ended August 31                   1974#          1975         1976         1977         1978         1979         1980
Total value
Dividends reinvested                      --          $362          283           --          254           --          307
Value at year-end                     $7,874         9,792       11,165       12,377       20,136       23,595       31,496
GFA total return                     (21.3%)          24.4         14.0         10.9         62.7         17.2         33.5


Year ended August 31                    1981          1982         1983         1984         1985         1986         1987
Total value
Dividends reinvested                     546         1,673        2,290        1,643        1,249          979        1,354
Value at year-end                     35,383        38,595       56,382       56,805       64,493       82,962      109,731
GFA total return                        12.3           9.1         46.1          0.8         13.5         28.6         32.3


Year ended August 31                    1988          1989         1990         1991         1992         1993         1994
Total value
Dividends reinvested                   1,503         1,743        3,611        3,208        2,510        1,454          929
Value at year-end                     97,962       136,507      123,184      160,815      168,703      210,269      222,852
GFA total return                      (10.7)          39.3        (9.8)         30.5          4.9         24.6          6.0


Year ended August 31                    1995          1996         1997         1998         1999         2000         2001
Total value
Dividends reinvested                   1,372         2,452        2,019        2,525        1,956        1,081        3,900
Value at year-end                    279,812       282,323      391,124      390,174      629,203      965,880      721,756
GFA total return                        25.6           0.9         38.5        (0.2)         61.3         53.5       (25.3)


Year ended August 31                    2002          2003         2004      Average
Total value                                                                  annual total
Dividends reinvested                   1,400           592          190      return for
Value at year-end                    578,827       701,724      762,451      30-3/4years
GFA total return                      (19.8)          21.2          8.7      15.1(3)


#  For the period December 1, 1973 (when Capital Research and Management
   Company became the fund's investment adviser) through August 31, 1974.

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

(1) As outlined in the prospectus, the sales charge is reduced for accounts
    (and aggregated investments) of $25,000 or more and eliminated for
    purchases of $1 million or more.
(2) The maximum initial sales charge was 8.5% prior to July 1, 1988. There is
    no sales charge on dividends or capital gain distributions that are
    reinvested in additional shares.
(3) Includes reinvested dividends of $43,387 and reinvested capital gain
    distributions of $369,777.
(4) Includes reinvested dividends.
(5) The S&P 500 is unmanaged, does not reflect sales charges, commissions or
    expenses and cannot be invested in directly.
(6) Computed from data supplied by the U.S. Department of Labor, Bureau of
    Labor Statistics.


[close-up photo of children running after a soccer ball}

MANAGING FOR GROWTH
How the multiple portfolio counselor system works for GFA

For 46  years,  American  Funds  has  relied on a unique  approach  to  managing
investments -- the multiple  portfolio  counselor  system. It has provided broad
diversification,  continuity of management,  consistent  long-term results and a
way to manage  effectively a large and growing pool of money. The Growth Fund of
America has been using the system since it joined the  American  Funds family on
December 1, 1973.

[Begin Caption]
Don O'Neal
[photo of Don O'Neal]
[End Caption]

[Begin Caption]
Jim Rothenberg
[photo of Jim Rothenberg]
[End Caption]

[Begin Caption]
Mike Shanahan
[photo of Mike Shanahan]
[End Caption]

[Begin Pull Quote]
"The Growth Fund of America has gone from being a small to a  medium-sized  to a
large  fund over 31 years,  yet the fund has  produced  above-average  long-term
results all along the way." -- Don O'Neal
[End Pull Quote]

Don O'Neal,  president of the fund, says there is ample evidence that the system
works over long periods of time. "The Growth Fund of America has gone from being
a small  to a  medium-sized  to a large  fund  over 31  years,  yet the fund has
produced  above-average  long-term  results  all  along  the way.  The  multiple
portfolio counselor system is one of the keys to our success,  and we have a lot
of confidence in it."

The past few years have been  noteworthy for The Growth Fund of America.  Assets
have  grown  considerably,  and  the  fund  has  added  a  large  number  of new
shareholders and experienced  both a sharp market decline and recovery.  In that
environment,  GFA has posted some of its best  five-year  results  compared with
market  indexes or peer funds since the early 1980s.  Today,  with more than $75
billion in assets,  it has become one of the largest  mutual funds in the United
States.  We  thought  it  might be a good  time to take a close  look at how GFA
manages for growth.

THE FUND'S OVERALL OPERATION

How does the multiple portfolio counselor system work? Imagine the GFA portfolio
as a pie cut into slices.  The senior fund officers have carefully chosen a team
of portfolio counselors, generalists who invest broadly in many industries. Like
mixing different  paints to achieve the right color,  they have picked portfolio
counselors  with  strengths  in value and  growth  investing,  conservative  and
enterprising  styles and different  industry expertise to create a multitalented
group.  Each  portfolio  counselor is given a slice of the pie to manage in line
with the fund's  broad  objective,  as though  each were  managing  a  portfolio
individually.

With the recent addition of two counselors,  the fund now has eight. GFA started
with two portfolio counselors after joining American Funds in 1973.

One slice of the portfolio,  up to 25% of the fund's assets, is given to a group
of research analysts,  specialists who focus on individual industries, to manage
by themselves.  In addition, an investment group makes sure that all investments
fit into the fund's mandate and that each individual's  investment  choices mesh
with the other holdings.

Why has it worked?  Jim Rothenberg,  chairman of the fund, says, "First, you get
talented  individual  decision makers who are accountable for their own results.
Secondly,  their  results  are  blended  so that  the  total  portfolio  is more
diversified  and is  relatively  more stable than if it were managed by only one
person."

DIVERSITY OF VIEWS BRINGS BENEFITS

The GFA portfolio is  diversified  across 240 stocks in many  industries.  It is
also diversified  across different styles and perspectives on the market.  "Most
of the time, our counselors are devoted to fundamental  research and fundamental
investing," explains Mike Shanahan,  a veteran portfolio  counselor.  "We select
stocks on a  company-by-company  basis. But within that context, the world looks
different to each  counselor.  They have varying  degrees of comfort about risk,
for example. And they don't produce the same portfolios."

[Begin Sidebar]
A WEALTH OF EXPERIENCE

The Growth Fund of America  currently has eight  portfolio  counselors who bring
together 229 years of investment  experience to managing your  investment.  Here
are the specific years of experience for these primary  decision  makers for the
fund.*

[photo of coach instructing girl soccer player]

                                                 
                                                       Years of
                                                     investment
Portfolio counselor                                 experience*

R. Michael Shanahan                                          40
James F. Rothenberg                                          34
Gordon Crawford                                              33
James E. Drasdo                                              33
Gregg E. Ireland                                             31
Michael T. Kerr                                              21
Donald D. O'Neal                                             19
Timothy P. Dunn                                              18

*As of November 1, 2004

[End Sidebar]

Mike contrasts his sometimes more  conservative view of the market with the more
optimistic growth view of Gordon Crawford, another veteran GFA counselor. "There
are material  differences  between Gordon and me with regard to risk preferences
and  projections  into the  future.  These  differences  benefit  the fund.  For
example,  Gordon's growth approach  benefited the fund during the bull market of
the late 1990s, and my more cautious approach of holding cash helped the fund in
the market  decline of 2000 to 2002.  The fund tries to provide a  diversity  of
outlooks  among our  counselors  with a mix of age,  experience,  background and
location."

Mike believes the multiple  portfolio  counselor  system has helped GFA navigate
difficult markets.  "Any market tends to go to extremes," he says. "The multiple
manager system works because it mitigates the extremes.  The fund never goes too
far in one direction.  By creating a group of individuals with different styles,
experiences and expertise,  we have been able to smooth out short-term peaks and
valleys in the market and deliver long-term  consistent  results with less risk.
That's because the results of portfolio  counselors  whose style and investments
are currently in favor may temper the results of those whose investments are out
of season."

ADDING PORTFOLIO COUNSELORS HELPS MANAGE GROWTH OF ASSETS

The  multiple  portfolio  counselor  system has enabled the fund to mitigate the
challenges of size and complexity that accompany growth. Gordon explains how the
addition  of new  counselors  has  helped.  When new assets flow into the funds,
shareholders  want to see  their  money  put to work.  If the fund  kept a small
number of portfolio counselors, they'd have to add more stocks to their existing
portfolios.  "We'd have to expand the number of stocks we manage to keep up with
the flow of new assets," he says. "But there are just so many hours in a day and
so many things you can grasp.  There is no portfolio  counselor  who knows every
energy, technology, media, retailing,  industrial,  financial and non-U.S. stock
inside and out. Since we added new  counselors to the fund,  they have been able
to invest in their high-conviction ideas. That puts less pressure on the veteran
portfolio  counselors so we can  concentrate  on our own areas of conviction and
expertise."

The system also makes it easier when a portfolio counselor retires or leaves the
fund. At that time,  only a small portion of the portfolio  changes hands,  says
Don.  "When we know a portfolio  counselor  is leaving,  we will move his or her
assets to  existing or new  portfolio  counselors  over a period of time.  These
smooth,  gradual  transitions  have helped keep the fund's  investment  approach
consistent."

The recent  addition of two new  portfolio  counselors  -- Gregg Ireland and Tim
Dunn --  illustrates  GFA's emphasis on diversity.  Both are seasoned  portfolio
counselors who have  extensive  experience in investing in the United States and
overseas.  But their investing styles are quite  different.  "I'm a contrarian,"
says Gregg.  "I like to invest in companies that are out of favor,  experiencing
temporary  problems and at the lower end of their business  cycles -- presumably
at attractive  prices. I like to own turnarounds and cyclical stocks.  When I do
my research,  I try to ascertain whether a company's  underlying  businesses are
still good even though it has currently run into a rough patch.  Then I look for
a catalyst for change. It may be a new product, a new market or new management."

One such turnaround in Gregg's  portfolio is Tyco  International,  a diversified
manufacturer of electronics and telecommunications  equipment,  security systems
and medical  products.  The company had run into trouble  because of  aggressive
accounting policies and sales tax fraud charges against a former chief executive
officer. Gregg and research analyst Martin Jacobs believed, however, that Tyco's
underlying  businesses were still strong. "At the end of the day, it was still a
good  collection  of  businesses,   with  solid   profitability  and  cash  flow
overshadowed  by all the noise and drama over  accounting  and legal  problems,"
Martin  says.  "A new chief  executive  officer,  Ed Breen,  was  elected and he
replaced most of the company's  management  team.  The entire board of directors
also  resigned." The stock has recovered  considerably  since Gregg and Martin's
purchases.

In contrast,  Tim likes to invest in growth companies with strong  international
businesses.  He  favors  growth-oriented   companies  in  technology,   consumer
products,  financial  services and health care. Avon Products,  the widely known
cosmetics  firm, is a favorite  holding.  Even though growth of Avon Products in
the United States is modest,  sales in India,  Eastern Europe,  China and Brazil
are  experiencing  double-digit  increases.  Tim  likes the  multiple  portfolio
counselor system because it divides the portfolio into manageable  portions.  It
helps to increase  the number of  high-conviction  stocks in the  portfolio,  he
says.  "If you had only one manager,  it's doubtful that he or she would be able
to recall what makes the 211th largest stock of the 240 in the fund special," he
says.

ENCOURAGING PERSONAL GROWTH OF RESEARCH ANALYSTS

The research  portfolio  encourages  personal growth of research  analysts,  who
specialize in specific industries.  In many investment firms,  research analysts
make  recommendations  to buy and sell stocks but don't  actually  manage  money
themselves.  In GFA and the other American Funds, they play an important role in
the multiple portfolio  counselor system,  managing a portion of the assets as a
group.  "They are  managing  real money.  It sharpens  their focus and gives the
analysts independence, autonomy and empowerment," Don says.

The research  portfolio is also a source of  communication to other analysts and
the  portfolio  counselors.  "It's  important  to look at  what  analysts  do in
addition  to what  they  say,"  Don  says.  "When  they buy or sell one of their
stocks, it tells you exactly where their convictions lie."

[Begin Sidebar]
"By creating a group of  individuals  with  different  styles,  experiences  and
expertise,  we have been able to smooth out short-term  peaks and valleys in the
market  and  deliver  long-term  consistent  results  with  less  risk." -- Mike
Shanahan
[End Sidebar]

[Begin Caption]
Gordon Crawford
[photo of Gordon Crawford]
[End Caption]

[Begin Caption]
Martin Jacobs
[photo of Martin Jacobs]
[End Caption]

[Begin Caption]
Gregg Ireland
[photo of Gregg Ireland]
[End Caption]

[Begin Caption]
Tim Dunn
[photo of Tim Dunn]
[End Caption]

[Begin Caption]
Mark Merritt
photo of Mark Merritt
[End Caption]

[Begin Caption]
Jim Drasdo
photo of Jim Drasdo
[End Caption]

[Begin Caption]
Mike Kerr
photo of Mike Kerr
[End Caption]

[Begin Caption]
Cathy Kehr
photo of Cathy Kehr
[End Caption]

[Begin Pull Quote]
"If   you   have   seven   or   eight   smart   people   in  a   nonthreatening,
information-providing  environment,  the wisdom of the whole is better than that
of any one person." -- Jim Drasdo
[End Pull Quote]

Of the 34 research  analysts who  participate in GFA, 32 have five or more years
of investment experience, 17 have been in the business for 10 years or more, and
10 have been  professional  investors for 15 years or more. Most work out of the
Los  Angeles  and San  Francisco  offices of  Capital  Research  and  Management
Company,  the investment  adviser to American  Funds,  but others operate out of
London, Geneva, Tokyo, New York and Washington, D.C.

Mark Merritt,  a  coordinator  for the GFA research  portfolio,  says one of the
significant  contributions  of the group is the depth of knowledge  the analysts
bring to the fund.  "Some have been covering  industries for 10 or 20 years," he
says.  "Their  knowledge of industries,  companies and management is on a higher
level compared with that of the average analyst who is often just out of college
or business school. The veteran analysts know everyone in the industry and their
telephone  calls  get  returned.  They  meet with  management  regularly,  build
financial models and thoroughly review financial  statements.  When appropriate,
they make on-site visits to factories and retail stores." Mark has been covering
retail  companies for 10 years and some of his largest  investments  are Target,
Lowe's Companies,  Best Buy, Limited Brands and Walgreen, which are also some of
the fund's largest holdings. He meets with suppliers,  customers and competitors
and spends a lot of time walking stores to gain an objective,  well-rounded view
of a company's business and long-term prospects.

Energy  analyst  Cathy  Kehr  believes  she must  visit oil fields in person "to
understand  what is going on in  companies'  backyards  -- not just at corporate
headquarters."  Her global energy research  specialty takes her around the world
much of the time.  In the past  year,  she  visited  oil  fields in  Kazakhstan,
Argentina,  Bolivia,  Canada and the United States.  Sharing  information with a
cluster of other  energy  analysts  and  experts in  Capital  Research's  global
network helps her make informed investment decisions, she says.

Veteran portfolio  counselor Jim Drasdo likes visiting companies with a research
analyst. "I can focus on the big picture and he or she can focus on the details.
We learn a lot that way. It's good to have a great,  grand  strategy but we have
to block and tackle, too."

THE VALUE OF CUMULATIVE WISDOM

Why has the multiple  portfolio  counselor system worked out well? "I believe in
something  called  cumulative  wisdom," Jim Drasdo  says.  "If you have seven or
eight smart people in a nonthreatening,  information-providing  environment, the
wisdom of the whole is better  than that of any one person.  There is  something
good about the system. It is hard to explain,  but there is something that works
here."


[photo of three children in soccer uniforms - one holding a soccer ball]


INVESTMENT PORTFOLIO, August 31, 2004

Beginning  with this  report,  a summary  portfolio,  now  approved  under rules
adopted by the Securities and Exchange  Commission  this year,  will replace the
complete  listing of portfolio  holdings used in previous  shareholder  reports.
This summary  portfolio is designed to streamline  the report and help investors
better focus on a fund's principal  holdings.  The schedule includes each of the
fund's 50 largest  holdings  and  investments  of any issuer for which the total
value of all  holdings  in that issuer  exceeds 1% of the fund's net  assets.  A
complete  schedule of portfolio  holdings is  available  upon  request,  free of
charge,  by calling  American Funds Service Company at 800/421-0180 or accessing
the U.S. Securities and Exchange Commission website at www.sec.gov.

[begin pie chart]
                                                              Percent of
INDUSTRY SECTOR DIVERSIFICATION                               Net Assets

CONSUMER DISCRETIONARY                                           19.85 %
INFORMATION TECHNOLOGY                                           18.56
HEALTH CARE                                                      12.70
ENERGY                                                            9.51
INDUSTRIALS                                                       8.81
OTHER INDUSTRIES                                                 20.34
CASH & EQUIVALENTS                                               10.23
[end pie chart]


                                                            
                                                               Percent
                                                                of net
LARGEST EQUITY HOLDINGS                                         assets

Time Warner                                                     2.54 %
American International Group                                    2.47
Microsoft                                                       2.19
Target                                                          1.85
Lowe's Companies                                                1.78
Altria Group                                                    1.65
Comcast                                                         1.62
Sanofi-Aventis                                                  1.62
Freddie Mac                                                     1.30
Tyco International                                              1.29




                                                                                                              
                                                                                         Shares           Market       Percent
                                                                                                           value        of net
COMMON STOCKS  - 89.63%                                                                                    (000)        assets

CONSUMER DISCRETIONARY  - 19.83%
Time Warner Inc.  (1)                                                               122,900,000        2,009,415         2.54%
Target Corp.                                                                         32,870,000        1,465,345          1.85
Lowe's Companies, Inc.                                                               28,320,400        1,407,524          1.78
Comcast Corp., Class A  (1)                                                          29,041,387          818,096
Comcast Corp., Class A, special nonvoting stock  (1)                                 16,756,000          464,979          1.62
IAC/InterActiveCorp  (1)                                                             42,750,000          975,127          1.23
Carnival Corp., units                                                                16,459,100          753,662           .95
News Corp. Ltd., preferred (ADR)                                                     24,520,367          729,481           .92
Liberty Media Corp., Class A  (1)                                                    68,625,000          611,449           .77
Cox Communications, Inc., Class A  (1)                                               16,681,200          548,144           .69
eBay Inc.  (1)                                                                        6,146,600          531,927           .67
Starbucks Corp.  (1)                                                                 11,329,200          489,875           .62
Best Buy Co., Inc.                                                                   10,530,000          489,856           .62
Limited Brands, Inc.                                                                 20,700,000          415,656           .52
Other securities                                                                      2,797,000        3,998,090          5.05
                                                                                                      15,708,626         19.83

INFORMATION TECHNOLOGY  - 18.56%
Microsoft Corp.                                                                      63,657,125        1,737,840          2.19
Texas Instruments Inc.                                                               42,550,000          831,427          1.05
Applied Materials, Inc.  (1)                                                         49,665,000          789,177          1.00
First Data Corp.                                                                     18,340,000          774,865           .98
Yahoo! Inc.  (1)                                                                     26,452,154          754,151           .95
Taiwan Semiconductor Manufacturing Co. Ltd.                                         520,321,765          722,456           .91
Linear Technology Corp.                                                              14,425,000          515,982           .65
Corning Inc.  (1)                                                                    46,820,000          473,818           .60
Analog Devices, Inc.                                                                 11,716,666          406,803           .52
Xilinx, Inc.                                                                         14,800,000          405,964           .51
Other securities                                                                                       7,289,769          9.20
                                                                                                      14,702,252         18.56

HEALTH CARE  - 12.70%
Sanofi-Aventis                                                                       17,990,129        1,279,554          1.62
Biogen Idec Inc.  (1)                                                                15,911,000          944,000          1.19
AstraZeneca PLC (Sweden)                                                             10,818,000          501,409
AstraZeneca PLC (ADR)                                                                 2,797,000          130,144
AstraZeneca PLC                                                                       2,800,000          129,087           .96
Eli Lilly and Co.                                                                    10,700,000          678,915           .86
Amgen Inc.  (1)                                                                      11,160,000          661,676           .83
Guidant Corp.                                                                        10,062,200          601,720           .76
Other securities                                                                                       5,132,370          6.48
                                                                                                      10,058,875         12.70

ENERGY  - 9.51%
Schlumberger Ltd.                                                                    14,198,300          877,455          1.11
Devon Energy Corp.                                                                    7,695,000          498,713           .63
LUKoil Holding (ADR)                                                                  3,750,000          442,500           .56
Other securities                                                                      2,728,600        5,712,829          7.21
                                                                                                       7,531,497          9.51

INDUSTRIALS  - 8.81%
Tyco International Ltd.                                                              32,675,000        1,023,381          1.29
General Electric Co.                                                                 23,740,000          778,435           .98
FedEx Corp.                                                                           6,822,300          559,360           .71
Illinois Tool Works Inc.                                                              5,950,000          543,176           .69
Boeing Co.                                                                           10,200,000          532,644           .67
Southwest Airlines Co.                                                               35,079,877          519,884           .66
United Parcel Service, Inc., Class B                                                  7,078,300          517,070           .65
General Dynamics Corp.                                                                5,120,700          499,985           .63
Other securities                                                                     23,864,166        2,004,926          2.53
                                                                                                       6,978,861          8.81

FINANCIALS  - 8.50%
American International Group, Inc.                                                   27,480,200        1,957,689          2.47
Freddie Mac                                                                          15,306,600        1,027,379          1.30
Fannie Mae                                                                           13,423,200          999,357          1.26
Other securities                                                                         57,068        2,744,975          3.47
                                                                                                       6,729,400          8.50

CONSUMER STAPLES  - 5.46%
Altria Group, Inc.                                                                   26,700,000        1,306,965          1.65
Walgreen Co.                                                                         23,560,000          858,762          1.09
Other securities                                                                      5,500,000        2,156,399          2.72
                                                                                                       4,322,126          5.46

TELECOMMUNICATION SERVICES  - 3.53%
Vodafone Group PLC (ADR)                                                             33,010,000          755,929
Vodafone Group PLC                                                                   68,465,000          155,967          1.15
AT&T Wireless Services, Inc.  (1)                                                    42,672,500          623,872           .79
Sprint Corp.                                                                         24,545,350          483,053           .61
Other securities                                                                     10,140,700          778,137           .98
                                                                                                       2,796,958          3.53

OTHER - 2.73%                                                                         1,567,800        2,158,848          2.73

TOTAL COMMON STOCKS (cost: $63,967,460,000)                                                           70,987,443         89.63




RIGHTS AND WARRANTS  - 0.00%
Other - 0.00%

TOTAL RIGHTS AND WARRANTS (cost: $20,166,000)                                                              1,724           .00


CONVERTIBLE SECURITIES  - 0.12%
Other - 0.12%

TOTAL CONVERTIBLE SECURITIES (cost: $89,044,000)                                                          94,868           .12

                                                                                      Principal           Market       Percent
                                                                                         amount            value        of net
BONDS & NOTES  - 0.02%                                                                    (000)            (000)        assets

CONSUMER DISCRETIONARY  - 0.02%
AOL Time Warner Inc. 5.625% 2005                                                       $ 10,795           11,036           .02
Other securities                                                                                                           .00

TOTAL BONDS & notes (cost: $10,582,000)                                                                   11,036           .02


                                                                                      Principal           Market       Percent
                                                                                         amount            value        of net
SHORT-TERM SECURITIES  - 10.09%                                                           (000)            (000)        assets


U.S. Treasury bills 0.963%-1.517% due 9/2-11/18/2004                                  2,825,200        2,821,493          3.56
Freddie Mac 1.32%-1.685% due 9/1-11/23/2004                                             225,000          224,561           .28
Edison Asset Securitization LLC 1.39%-1.63% due 9/17-10/27/2004 (2)                     100,000           99,818
General Electric Capital Services Inc. 1.40% due 9/20/2004                               50,000           49,960
General Electric Capital Corp. 1.42%-1.58% due 9/27-10/15/2004                           50,000           49,922           .25
Fannie Mae 1.32%-1.62% due 9/13-11/3/2004                                               200,000          199,672           .25
AIG Funding, Inc. 1.26%-1.52% due 9/7-10/13/2004                                        100,000           99,923
American General Finance Corp. 1.38%-1.51% due 9/13/2004                                 20,000           19,990           .16
Other securities                                                                                       4,426,552          5.59
TOTAL SHORT-TERM SECURITIES (cost: $7,991,915,000)                                                     7,991,891         10.09


TOTAL INVESTMENT SECURITIES (cost: $72,079,167,000)                                                   79,086,962         99.86
New Taiwanese Dollar (cost: $9,522,000)                                                                    9,494           .01
Other assets less liabilities                                                                            102,416           .13

NET ASSETS                                                                                           $79,198,872       100.00%



"Other securities"  includes all issues that are not required to be disclosed in
the summary Investment portfolio.


INVESTMENTS IN AFFILIATES:

A company is  considered  to be an  affiliate  of the fund under the  Investment
Company Act of 1940 if the fund's holdings in that company  represent 5% or more
of the outstanding voting shares of that company. The market value of the fund's
holdings in affiliated  companies is included in "Other  securities" under their
respective  indutry  sectors  in the  preceding  summary  investment  portfolio.
Further details on these holdings and related transactions during the year ended
August 31, 2004 appear below.

                                                                                                          
                                                                              Beginning
Company                                                             shares or principal           Purchases             Sales
                                                                                 amount

American Pharmaceutical Partners, Inc (1)                                             -           3,800,000                 -
Big Lots, Inc (1)                                                             5,800,000           1,200,000                 -
Burlington Resources Inc                                                      4,500,000          15,260,000                 -
ENSCO Intl Inc                                                                        -           8,235,000                 -
EOG Resources, Inc                                                            5,700,000             500,000                 -
Express Scripts, Inc. (1)                                                     3,890,000             820,000                 -
Forest Laboratories, Inc (1)                                                 18,110,000           2,201,800                 -
Maxim Integrated Products, Inc                                               11,430,000           9,772,012         4,612,012
Pogo Producing Co                                                             2,844,400             800,000                 -
Rowan Companies, Inc (1)                                                              -           6,450,000                 -
Sabre Holdings Corp                                                           7,062,811                   -                 -
SINA Corp (1)                                                                         -           2,552,000                 -





                                                                                 Ending            Dividend               Market
Company                                                             shares or principal              income                value
                                                                                 amount               (000)                (000)

American Pharmaceutical Partners, Inc (1)                                     3,800,000                 $ -              115,558
Big Lots, Inc (1)                                                             7,000,000                   -               85,330
Burlington Resources Inc                                                     19,760,000               3,855              715,905
ENSCO Intl Inc                                                                8,235,000                 495              240,133
EOG Resources, Inc                                                            6,200,000               1,314              358,174
Express Scripts, Inc. (1)                                                     4,710,000                   -              297,672
Forest Laboratories, Inc (1)                                                 20,311,800                   -              931,296
Maxim Integrated Products, Inc                                               16,590,000               3,473              720,504
Pogo Producing Co                                                             3,644,400                 664              160,281
Rowan Companies, Inc (1)                                                      6,450,000                   -              156,864
Sabre Holdings Corp                                                           7,062,811               2,084              162,445
SINA Corp (1)                                                                 2,552,000                   -               53,158

                                                                                                   $ 11,885          $ 3,997,320



The  following  footnotes  to the  portfolio  apply  to  either  the  individual
securities  noted or one or more of the  securities  aggregated  and listed as a
single line item.

(1) Security did not produce income during the last 12 months.
(2) Purchased in a private placement transaction; resale may be
    limited to qualified institutional buyers; resale to the public may require
    registration.  The total value of all such restricted securities, including
    those included in "Other securities" in the summary investment portfolio,
    was $2,203,316, which  represented 2.78% of the net assets of the fund.

ADR = American Depositary Receipts

See Notes to Financial Statements





FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
at August 31, 2004                            (dollars and shares in thousands,
                                                      except per-share amounts)

                                                                                                             
ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $68,872,201)                                             $75,089,642
  Affiliated issuers (cost: $3,206,966)                                                  3,997,320                 $79,086,962
 Cash denominated in non-U.S. currencies (cost: $9,522)                                                                  9,494
 Cash                                                                                                                   40,915
 Receivables for:
  Sales of investments                                                                    $171,783
  Sales of fund's shares                                                                   167,178
  Dividends and interest                                                                    69,398                     408,359
                                                                                                                    79,545,730
LIABILITIES:
 Payables for:
  Purchases of investments                                                                 208,952
  Repurchases of fund's shares                                                              60,590
  Investment advisory services                                                              19,160
  Services provided by affiliates                                                           55,519
  Deferred Directors' compensation                                                           1,355
  Other fees and expenses                                                                    1,282                     346,858
NET ASSETS AT AUGUST 31, 2004                                                                                      $79,198,872

NET ASSETS CONSIST OF:
 Capital paid in on shares of capital stock                                                                        $72,557,766
 Undistributed net investment income                                                                                    52,263
 Accumulated net realized loss                                                                                        (418,779)
 Net unrealized appreciation                                                                                         7,007,622
NET ASSETS AT AUGUST 31, 2004                                                                                      $79,198,872


Total authorized capital stock - 5,500,000 shares, $.001 par value (3,257,708
 total shares outstanding)

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

Class A                                                                     $52,432,242               2,145,949             24.43
Class B                                                                       4,787,858                 201,761             23.73
Class C                                                                       4,814,095                 203,320             23.68
Class F                                                                       7,236,750                 297,465             24.33
Class 529-A                                                                     815,325                  33,449             24.38
Class 529-B                                                                     218,732                   9,149             23.91
Class 529-C                                                                     272,879                  11,410             23.91
Class 529-E                                                                      44,324                   1,830             24.22
Class 529-F                                                                      15,489                     636             24.34
Class R-1                                                                        57,016                   2,374             24.02
Class R-2                                                                       857,218                  35,706             24.01
Class R-3                                                                     3,147,678                 130,165             24.18
Class R-4                                                                     3,320,348                 136,370             24.35
Class R-5                                                                     1,178,918                  48,124             24.50


(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  $25.92  and  $25.87,
respectively.


See Notes to Financial Statements



STATEMENT OF OPERATIONS
for the year ended August 31, 2004                      (dollars in thousands)

                                                                                                                   
INVESTMENT INCOME:
 Income:
  Dividends (net of non-U.S. withholding tax of
            $19,660; also includes $11,885 from affiliates)                                  $523,035
  Interest                                                                                    102,940                    $625,975

 Fees and expenses:
  Investment advisory services                                                                205,522
  Distribution services                                                                       246,856
  Transfer agent services                                                                      67,519
  Administrative services                                                                      31,390
  Reports to shareholders                                                                       2,605
  Registration statement and prospectus                                                         3,428
  Postage, stationery and supplies                                                              6,926
  Directors' compensation                                                                         336
  Auditing and legal                                                                              153
  Custodian                                                                                     4,700
  State and local taxes                                                                             1
  Other                                                                                           220
  Total expenses before reimbursement                                                         569,656
   Reimbursement of expenses                                                                      717                     568,939
 Net investment income                                                                                                     57,036

NET REALIZED GAIN AND UNREALIZED APPRECIATION ON
 INVESTMENTS AND NON-U.S. CURRENCY:
 Net realized gain on:
  Investments (includes $75,074 net gain from affiliates)                                   1,376,854
  Non-U.S. currency transactions                                                              140,155                   1,517,009
 Net unrealized appreciation on:
  Investments                                                                               2,932,997
  Non-U.S. currency translations                                                                  861                   2,933,858
   Net realized gain and unrealized appreciation
    on investments and non-U.S. currency                                                                                4,450,867
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                   $4,507,903


See Notes to Financial Statements



STATEMENT OF CHANGES IN NET ASSETS
                                                        (dollars in thousands)

                                                                                                    Year ended August 31
                                                                                                 2004                        2003
OPERATIONS:
 Net investment income                                                                        $57,036                     $78,333
 Net realized gain on investments and
  non-U.S. currency transactions                                                            1,517,009                     220,101
 Net unrealized appreciation on investments
  and non-U.S. currency translations                                                        2,933,858                   8,438,265
  Net increase in net assets resulting
   from operations                                                                          4,507,903                   8,736,699

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

CAPITAL SHARE TRANSACTIONS                                                                 21,009,117                   8,890,875

TOTAL INCREASE IN NET ASSETS                                                               25,496,714                  17,590,066

NET ASSETS:
 Beginning of year                                                                         53,702,158                  36,112,092
 End of year (including  undistributed
  net investment income: $52,263 and $17,706,
  respectively)                                                                           $79,198,872                 $53,702,158


See Notes to Financial Statements



NOTES TO FINANCIAL STATEMENTS


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(R)  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 August
31, 2004,  the cost of investment  securities  and cash  denominated in non-U.S.
currencies for federal income tax purposes was $72,102,425,000.

During the year ended  August 31, 2004,  the fund  reclassified  $1,688,000  and
$485,000 from  undistributed  net investment  income to accumulated net realized
loss and paid-in capital,  respectively,  to align financial  reporting with tax
reporting.

As of August 31, 2004, the components of  distributable  earnings on a tax basis
were as follows:

                                                        (dollars in thousands)

                                                                                                        
Undistributed net investment income and currency gains                                                       $ 53,618
Short-term capital loss carryforward expiring in 2011                                                        (405,043)
Gross unrealized appreciation on investment securities                                                     10,402,358
Gross unrealized depreciation on investment securities                                                     (3,408,327)
Net unrealized appreciation on investment securities                                                        6,994,031


Undistributed  net investment  income and currency gains above include  currency
losses of  $1,298,000  that were  realized  during the period  November  1, 2002
through August 31, 2003. The short-term capital loss carryforward above reflects
the utilization of a capital loss carryforward of $1,528,612,000.  The remaining
capital loss  carryforward  will be used to offset any capital gains realized by
the fund in future years  through the  expiration  date.  The fund will not make
distributions from capital gains while capital loss carryforwards remain.

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


                                                                                               
Share class                                                  Year ended August 31, 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. At the beginning of the year,
these fees were 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.  The Board of  Directors  approved  an amended
agreement  effective March 1, 2004, reducing the existing annual rates to 0.280%
from 0.281% on daily net assets in excess of $34 billion but not  exceeding  $44
billion; 0.275% from 0.278% on daily net assets in excess of $44 billion but not
exceeding  $55 billion;  and 0.270% from 0.276% on daily net assets in excess of
$55 billion.  The new  agreement  also  continued the series of rates to include
additional  annual  rates of 0.265% on daily net assets in excess of $71 billion
but not  exceeding  $89  billion  and  0.260%  on such  assets  in excess of $89
billion.  For the year ended August 31, 2004, the investment  advisory  services
fee was  $205,522,000,  which was equivalent to an annualized  rate of 0.294% of
average daily net assets.

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

          DISTRIBUTION SERVICES - The fund has adopted plans of distribution for
          all share  classes,  except Class R-5.  Under the plans,  the Board of
          Directors  approves  certain  categories  of expenses that are used to
          finance  activities  primarily intended to sell fund shares. The plans
          provide for annual  expenses,  based on a percentage  of average daily
          net assets, ranging from 0.25% to 1.00% as noted below. In some cases,
          the Board of Directors  has approved  expense  amounts lower than plan
          limits.  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
          August  31,  2004,  unreimbursed  expenses  subject  to  reimbursement
          totaled  $19,241,000 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 year ended August
          31, 2004, CRMC  voluntarily  agreed to pay a portion of these fees for
          Class R-2.  Each 529 share  class is subject to an  additional  annual
          administrative  services fee of 0.10% of its respective  average daily
          net assets;  this fee is payable to the  Commonwealth  of Virginia for
          the maintenance of the CollegeAmerica plan. Although these amounts are
          included  with  administrative   services  fees  in  the  accompanying
          financial statements, the Commonwealth of Virginia is not considered a
          related party. Administrative services fees are presented gross of any
          payments made by CRMC.

          Expenses  under the  agreements  described  above  for the year  ended
          August 31, 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        $123,089          $62,133        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B          43,869           5,386         Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          40,595         Included            $6,089             $1,175           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F          14,450         Included             8,670               694            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A         945           Included              962                117                $ 641
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B        1,786          Included              268                 91                  179
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C        2,159          Included              324                 90                  216
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E         177           Included              53                  6                   35
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F          28           Included              17                  2                   11
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1          427           Included              64                  20            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2         4,430          Included              886               2,294           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3         9,959          Included             2,988              1,734           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4         4,942          Included             2,965                44            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included              737                 18            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total         $246,856          $67,519           $24,023             $6,285               $1,082
         --------------------------------------------------------------------------------------------------------------
        

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  $220,000 in current fees  (either paid in cash or deferred)  and a net
increase of $116,000 in the value of the deferred amounts.

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

5.       CAPITAL SHARE TRANSACTIONS

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

                                                                                                              
                                                                                                            Reinvestments of
Share class                                                               Sales(1)                   dividends and distributions
                                                                     Amount        Shares              Amount             Shares
Year ended August 31, 2004
Class A                                                        $ 13,997,627       571,535            $ 11,368                479
Class B                                                           1,361,390        57,197                   -                  -
Class C                                                           2,272,540        95,568                   -                  -
Class F                                                           4,026,826       165,027               3,553                150
Class 529-A                                                         396,211        16,197                 640                 27
Class 529-B                                                          94,663         3,934                   -                  -
Class 529-C                                                         135,685         5,626                   -                  -
Class 529-E                                                          21,280           876                   -                  -
Class 529-F                                                          10,194           420                   9                 -*
Class R-1                                                            45,559         1,891                   -                  -
Class R-2                                                           652,292        26,868                   -                  -
Class R-3                                                         2,767,267       113,203               1,018                 43
Class R-4                                                         3,346,408       136,236               1,779                 75
Class R-5                                                         1,025,373        41,161                 907                 38
Total net increase
   (decrease)                                                  $ 30,153,315     1,235,739            $ 19,274                812

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
Year ended August 31, 2004
Class A                                                        $ (6,407,752)     (261,061)        $ 7,601,243            310,953
Class B                                                            (337,205)      (14,098)          1,024,185             43,099
Class C                                                            (430,258)      (18,004)          1,842,282             77,564
Class F                                                            (824,402)      (33,759)          3,205,977            131,418
Class 529-A                                                         (23,708)         (964)            373,143             15,260
Class 529-B                                                          (4,482)         (185)             90,181              3,749
Class 529-C                                                          (8,634)         (359)            127,051              5,267
Class 529-E                                                          (1,490)          (62)             19,790                814
Class 529-F                                                            (487)          (20)              9,716                400
Class R-1                                                           (13,212)         (547)             32,347              1,344
Class R-2                                                          (118,354)       (4,877)            533,938             21,991
Class R-3                                                          (399,246)      (16,323)          2,369,039             96,923
Class R-4                                                          (439,571)      (17,816)          2,908,616            118,495
Class R-5                                                          (154,671)       (6,245)            871,609             34,954
Total net increase
   (decrease)                                                  $ (9,163,472)     (374,320)       $ 21,009,117            862,231

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.       INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities,  of $30,325,456,000 and  $11,934,808,000,  respectively,  during the
year ended August 31, 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
year ended August 31, 2004,  the custodian fee of  $4,700,000  included  $32,000
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:
 Year ended 8/31/2004                                                $22.49             $.05               $1.90           $1.95
 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
CLASS B:
 Year ended 8/31/2004                                                 22.00             (.13)               1.86            1.73
 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                - (5)            3.35            3.35
CLASS C:
 Year ended 8/31/2004                                                 21.96             (.14)               1.86            1.72
 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:
 Year ended 8/31/2004                                                 22.41              .04                1.90            1.94
 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:
 Year ended 8/31/2004                                                 22.47              .04                1.90            1.94
 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:
 Year ended 8/31/2004                                                 22.20             (.18)               1.89            1.71
 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:
 Year ended 8/31/2004                                                 22.21             (.17)               1.87            1.70
 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:
 Year ended 8/31/2004                                                 22.37             (.05)               1.90            1.85
 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:
 Year ended 8/31/2004                                                 22.45              .02                1.89            1.91
 Period from 9/16/2002 to 8/31/2003                                   18.39              .03                4.06            4.09




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     income (loss)     and unrealized)      operations
CLASS R-1:
 Year ended 8/31/2004                                                $22.28            $(.15)              $1.89           $1.74
 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:
 Year ended 8/31/2004                                                 22.26             (.14)               1.89            1.75
 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:
 Year ended 8/31/2004                                                 22.35             (.03)               1.88            1.85
 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:
 Year ended 8/31/2004                                                 22.44              .05                1.90            1.95
 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:
 Year ended 8/31/2004                                                 22.52              .12                1.91            2.03
 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)




FINANCIAL HIGHLIGHTS (1)


                                                                             Dividends and distributions

                                                                   Dividends
                                                                   (from net    Distributions               Total      Net asset
                                                                  investment    (from capital       dividends and     value, end
                                                                     income)           gains)       distributions      of period
CLASS A:
 Year ended 8/31/2004                                                 $(.01)             $ -               $(.01)         $24.43
 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
CLASS B:
 Year ended 8/31/2004                                                     -                -                   -           23.73
 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:
 Year ended 8/31/2004                                                     -                -                   -           23.68
 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:
 Year ended 8/31/2004                                                  (.02)               -                (.02)          24.33
 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:
 Year ended 8/31/2004                                                  (.03)               -                (.03)          24.38
 Year ended 8/31/2003                                                  (.04)               -                (.04)          22.47
 Period from 2/15/2002 to 8/31/2002                                       -                -                   -           18.56
CLASS 529-B:
 Year ended 8/31/2004                                                     -                -                   -           23.91
 Year ended 8/31/2003                                                     -                -                   -           22.20
 Period from 2/15/2002 to 8/31/2002                                       -                -                   -           18.48
CLASS 529-C:
 Year ended 8/31/2004                                                     -                -                   -           23.91
 Year ended 8/31/2003                                                     -                -                   -           22.21
 Period from 2/15/2002 to 8/31/2002                                       -                -                   -           18.48
CLASS 529-E:
 Year ended 8/31/2004                                                     -                -                   -           24.22
 Year ended 8/31/2003                                                  (.03)               -                (.03)          22.37
 Period from 3/1/2002 to 8/31/2002                                        -                -                   -           18.55
CLASS 529-F:
 Year ended 8/31/2004                                                  (.02)               -                (.02)          24.34
 Period from 9/16/2002 to 8/31/2003                                    (.03)               -                (.03)          22.45




FINANCIAL HIGHLIGHTS (1)                                            (continued)

                                                                            Dividends and distributions

                                                                   Dividends
                                                                   (from net    Distributions               Total      Net asset
                                                                  investment    (from capital       dividends and     value, end
                                                                     income)           gains)       distributions      of period
CLASS R-1:
 Year ended 8/31/2004                                                     -                -                   -          $24.02
 Year ended 8/31/2003                                                  (.01)               -                (.01)          22.28
 Period from 6/6/2002 to 8/31/2002                                        -                -                   -           18.53
CLASS R-2:
 Year ended 8/31/2004                                                     -                -                   -           24.01
 Year ended 8/31/2003                                                  (.03)               -                (.03)          22.26
 Period from 5/21/2002 to 8/31/2002                                       -                -                   -           18.53
CLASS R-3:
 Year ended 8/31/2004                                                  (.02)               -                (.02)          24.18
 Year ended 8/31/2003                                                  (.04)               -                (.04)          22.35
 Period from 5/21/2002 to 8/31/2002                                       -                -                   -           18.55
CLASS R-4:
 Year ended 8/31/2004                                                  (.04)               -                (.04)          24.35
 Year ended 8/31/2003                                                  (.05)               -                (.05)          22.44
 Period from 5/28/2002 to 8/31/2002                                       -                -                   -           18.57
CLASS R-5:
 Year ended 8/31/2004                                                  (.05)               -                (.05)          24.50
 Year ended 8/31/2003                                                  (.06)               -                (.06)          22.52
 Period from 5/15/2002 to 8/31/2002                                       -                -                   -           18.58





FINANCIAL HIGHLIGHTS (1)

                                                                                               
                                                                    Ratio of expenses   Ratio of expenses              Ratio of
                                                       Net assets,     to average net      to average net     net income (loss)
                                             Total   end of period      assets before        assets after           to average
                                         return (3)   (in millions)     reimbursement    reimbursement(4)           net assets
CLASS A:
 Year ended 8/31/2004                         8.65%        $52,432                .70%                .70%                 .20%
 Year ended 8/31/2003                        21.23          41,267                .76                 .76                  .28
 Year ended 8/31/2002                       (19.80)         30,644                .75                 .75                  .18
 Year ended 8/31/2001                       (25.28)         34,312                .71                 .71                  .56
 Year ended 8/31/2000                        53.51          40,671                .70                 .70                  .58
CLASS B:
 Year ended 8/31/2004                         7.86           4,788               1.44                1.44                 (.55)
 Year ended 8/31/2003                        20.35           3,490               1.53                1.53                 (.49)
 Year ended 8/31/2002                       (20.45)          2,170               1.52                1.52                 (.60)
 Year ended 8/31/2001                       (25.83)          1,437               1.48                1.48                 (.29)
 Period from 3/15/2000 to 8/31/2000          10.33             424                .66                 .66                 (.01)
CLASS C:
 Year ended 8/31/2004                         7.83           4,814               1.50                1.50                 (.60)
 Year ended 8/31/2003                        20.26           2,762               1.55                1.55                 (.52)
 Year ended 8/31/2002                       (20.44)          1,370               1.55                1.55                 (.63)
 Period from 3/15/2001 to 8/31/2001          (3.49)            385                .80                 .80                 (.34)
CLASS F:
 Year ended 8/31/2004                         8.66           7,237                .72                 .72                  .17
 Year ended 8/31/2003                        21.22           3,721                .75                 .75                  .28
 Year ended 8/31/2002                       (19.83)          1,576                .77                 .77                  .15
 Period from 3/15/2001 to 8/31/2001          (3.05)            350                .38                 .38                  .08
CLASS 529-A:
 Year ended 8/31/2004                         8.63             815                .74                 .74                  .16
 Year ended 8/31/2003                        21.35             409                .67                 .67                  .36
 Period from 2/15/2002 to 8/31/2002         (17.95)            144                .86 (6)             .86 (6)              .07 (6)
CLASS 529-B:
 Year ended 8/31/2004                         7.70             219               1.62                1.62                 (.72)
 Year ended 8/31/2003                        20.13             120               1.66                1.66                 (.63)
 Period from 2/15/2002 to 8/31/2002         (18.30)             39               1.66 (6)            1.66 (6)             (.74)(6)
CLASS 529-C:
 Year ended 8/31/2004                         7.65             273               1.61                1.61                 (.71)
 Year ended 8/31/2003                        20.18             136               1.65                1.65                 (.61)
 Period from 2/15/2002 to 8/31/2002         (18.30)             45               1.64 (6)            1.64 (6)             (.72)(6)
CLASS 529-E:
 Year ended 8/31/2004                         8.27              44               1.09                1.09                 (.19)
 Year ended 8/31/2003                        20.78              23               1.11                1.11                 (.08)
 Period from 3/1/2002 to 8/31/2002          (19.17)              6                .56                 .56                 (.10)
CLASS 529-F:
 Year ended 8/31/2004                         8.53              16                .84                 .84                  .07
 Period from 9/16/2002 to 8/31/2003          22.27               5                .86 (6)             .86 (6)              .16 (6)




FINANCIAL HIGHLIGHTS (1)                                          (continued)



                                                                    Ratio of expenses   Ratio of expenses             Ratio of
                                                       Net assets,     to average net      to average net     net income (loss)
                                             Total   end of period      assets before        assets after           to average
                                            return    (in millions)     reimbursement    reimbursement(4)           net assets
CLASS R-1:
 Year ended 8/31/2004                        7.81%             $57              1.51%               1.51%                -.61%
 Year ended 8/31/2003                        20.29              23              1.59                1.53                 (.53)
 Period from 6/6/2002 to 8/31/2002          (12.10)              1               .46                 .36                 (.16)
CLASS R-2:
 Year ended 8/31/2004                         7.86             857              1.60                1.48                 (.57)
 Year ended 8/31/2003                        20.29             305              1.82                1.49                 (.49)
 Period from 5/21/2002 to 8/31/2002         (16.19)              8               .49                 .42                 (.17)
CLASS R-3:
 Year ended 8/31/2004                         8.28           3,148              1.05                1.05                 (.14)
 Year ended 8/31/2003                        20.75             743              1.11                1.11                 (.11)
 Period from 5/21/2002 to 8/31/2002         (16.10)             11               .33                 .31                 (.06)
CLASS R-4:
 Year ended 8/31/2004                         8.70           3,320               .71                 .71                  .20
 Year ended 8/31/2003                        21.19             401               .74                 .74                  .26
 Period from 5/28/2002 to 8/31/2002         (15.63)              3               .25                 .20                  .05
CLASS R-5:
 Year ended 8/31/2004                         9.02           1,179               .41                 .41                  .50
 Year ended 8/31/2003                        21.61             297               .43                 .43                  .56
 Period from 5/15/2002 to 8/31/2002         (17.05)             95               .13                 .13                  .14




                                                                                                  
                                                                                Year ended August 31
                                                               2004       2003         2002         2001         2000

Portfolio turnover rate for all classes of shares               19%        25%          30%          36%          47%



(1) Based on operations for the period shown (unless otherwise noted) and,
    accordingly, may not be representative of a full year.
(2) Based on average shares outstanding.
(3) Total returns exclude all sales charges, including contingent deferred
    sales charges.
(4) The ratios in this column reflect the impact, if any, of certain
    reimbursements and payments from CRMC.  During the start-up period for the
    retirement plan share classes (except Class R-5), CRMC voluntarily agreed
    to pay a portion of the fees related to transfer agent services.
(5) Amount less than one cent.
(6) Annualized.


See Notes to Financial Statements




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF THE GROWTH FUND OF AMERICA, INC.:

We have  audited the  accompanying  statement of assets and  liabilities  of The
Growth Fund of America,  Inc. (the "Fund"),  including the investment portfolio,
as of August 31, 2004, and the related statement of operations for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of August 31, 2004, by correspondence with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Growth  Fund of  America,  Inc.  as of  August  31,  2004,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  five  years  in the  period  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.


Deloitte & Touche LLP

Los Angeles, California
October 13, 2004




TAX INFORMATION (unaudited)

We are  required  to advise  you within 60 days of the  fund's  fiscal  year-end
regarding  the  federal  tax  status  of  certain   distributions   received  by
shareholders  during such fiscal year. The information below is provided for the
fund's fiscal year ending August 31, 2004.

Individual shareholders are eligible for reduced tax rates on qualified dividend
income.  For purposes of computing the dividends eligible for reduced tax rates,
all of the  dividends  paid by the fund from  ordinary  income earned during the
fiscal year are considered  qualified  dividend income. In addition,  all of the
dividends  paid by the fund from ordinary  income earned during the prior fiscal
year are considered qualified dividend income.

Corporate  shareholders  may  exclude  up to 70% of  qualifying  dividends.  For
purposes of computing this exclusion, all of the dividends paid by the fund from
ordinary income earned during the fiscal year represent qualifying dividends.

Certain states may exempt from income taxation that portion of dividends paid by
the fund from  ordinary  income  that was derived  from  direct U.S.  government
obligations.  For  purposes  of  computing  this  exclusion,  $3,606,000  of the
dividends  paid by the fund from  ordinary  income earned during the fiscal year
were derived from interest on direct U.S. government obligations.

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

SINCE THE  INFORMATION  ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE
CALENDAR  YEAR,  SHAREHOLDERS  SHOULD REFER TO THEIR FORM  1099-DIV OR OTHER TAX
INFORMATION  WHICH WILL BE MAILED IN JANUARY 2005 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 2004 TAX RETURNS.  SHAREHOLDERS  SHOULD  CONSULT
THEIR TAX ADVISERS.


EXPENSE EXAMPLE

As a  shareholder  of the fund,  you incur two types of costs:  (1)  transaction
costs such as initial sales charges on purchase payments and contingent deferred
sales  charges  on  redemptions  (loads);  and  (2)  ongoing  costs,   including
management fees; distribution and service (12b-1) fees; and other expenses. This
example is intended to help you  understand  your ongoing  costs (in dollars) of
investing in the fund so you can compare  these costs with the ongoing  costs of
investing in other mutual funds. The example is based on an investment of $1,000
invested at the beginning of the period and held for the entire period (March 1,
2004 through August 31, 2004).

ACTUAL EXPENSES:
The  first  line of each  share  class in the  table on the next  page  provides
information  about actual  account values and actual  expenses.  You may use the
information in this line, together with the amount you invested, to estimate the
expenses  that you paid over the period.  Simply  divide your  account  value by
$1,000 (for example,  an $8,600  account  value  divided by $1,000 = 8.6),  then
multiply  the result by the number in the first line under the heading  entitled
"Expenses  paid during period" to estimate the expenses you paid on your account
during  this  period.  There are some  account  fees that are charged to certain
types of accounts,  such as Individual  Retirement  Accounts and  CollegeAmerica
Accounts  (generally,  a $10  fee  is  charged  to set  up  the  account  and an
additional  $10 fee is charged to the account  annually) that would increase the
amount  of  expenses  paid  on  your  account.  In  addition,   retirement  plan
participants  may be subject to certain  fees charged by the plan  sponsor,  and
Class F and Class 529-F shareholders may be subject to fees charged by financial
intermediaries,  typically  ranging  from  0.50%  to 3.00%  of  assets  annually
depending on services  offered.  You may use the information in the table on the
next page to estimate  the impact of these fees by adding the amount of the fees
to the number in the first line for your share class under the heading  entitled
"Expenses paid during  period," and  subtracting the amount of the fees from the
number in that first line under the heading entitled "Ending account value."

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES:
The  second  line of each  share  class in the table on the next  page  provides
information about hypothetical account values and hypothetical expenses based on
the actual  expense  ratio for the share class and an assumed  rate of return of
5.00% per year  before  expenses,  which is not the  actual  return of the share
class. The hypothetical  account values and expenses may not be used to estimate
the actual ending account  balance or expenses you paid for the period.  You may
use this  information  to compare the ongoing costs of investing in the fund and
other funds.  To do so, compare this 5.00%  hypothetical  example with the 5.00%
hypothetical examples that appear in the shareholder reports of the other funds.
There are some  account fees that are charged to certain  shareholders,  such as
Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee
is charged to set up the  account  and an  additional  $10 fee is charged to the
account  annually)  that  would  increase  the amount of  expenses  paid on your
account.  In addition,  retirement plan  participants  may be subject to certain
fees charged by the plan  sponsor,  and Class F  shareholders  may be subject to
fees charged by financial intermediaries,  typically ranging from 0.50% to 3.00%
of assets annually depending on services offered. You may use the information in
the table on the next page to  estimate  the  impact of these fees by adding the
amount of the fees to the number in the second  line for your share  class under
the heading  entitled  "Expenses paid during period," and subtracting the amount
of the fees from the  number in that  second  line  under the  heading  entitled
"Ending account value."

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads).  Therefore, the second line of each share class in the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.


                                                                                                 
                                               Beginning account    Ending account        Expenses paid         Annualized
                                                  value 3/1/2004   value 8/31/2004     during period(1)      expense ratio

Class A -- actual return                         $      1,000.00          $ 952.06               $ 3.39               .69%
Class A -- assumed 5% return                            1,000.00           1021.73                 3.52               .69
Class B -- actual return                                1,000.00            948.44                 7.02              1.43
Class B -- assumed 5% return                            1,000.00           1018.00                 7.27              1.43
Class C -- actual return                                1,000.00            948.34                 7.32              1.49
Class C -- assumed 5% return                            1,000.00           1017.69                 7.58              1.49
Class F -- actual return                                1,000.00            952.25                 3.49               .71
Class F -- assumed 5% return                            1,000.00           1021.63                 3.62               .71
Class 529-A -- actual return                            1,000.00            952.36                 3.49               .71
Class 529-A -- assumed 5% return                        1,000.00           1021.63                 3.62               .71
Class 529-B -- actual return                            1,000.00            948.06                 7.91              1.61
Class 529-B -- assumed 5% return                        1,000.00           1017.09                 8.19              1.61
Class 529-C -- actual return                            1,000.00            947.67                 7.85              1.60
Class 529-C -- assumed 5% return                        1,000.00           1017.14                 8.13              1.60
Class 529-E -- actual return                            1,000.00            950.54                 5.31              1.08
Class 529-E -- assumed 5% return                        1,000.00           1019.76                 5.50              1.08
Class 529-F -- actual return                            1,000.00            951.52                 4.08               .83
Class 529-F -- assumed 5% return                        1,000.00           1021.02                 4.23               .83
Class R-1 -- actual return                              1,000.00            948.29                 7.37              1.50
Class R-1 -- assumed 5% return                          1,000.00           1017.64                 7.63              1.50
Class R-2 -- actual return                              1,000.00            948.25                 7.22              1.47
Class R-2 -- assumed 5% return                          1,000.00           1017.80                 7.48              1.47
Class R-3 -- actual return                              1,000.00            950.47                 5.06              1.03
Class R-3 -- assumed 5% return                          1,000.00           1020.01                 5.24              1.03
Class R-4 -- actual return                              1,000.00            952.28                 3.49               .71
Class R-4 -- assumed 5% return                          1,000.00           1021.63                 3.62               .71
Class R-5 -- actual return                              1,000.00            953.69                 2.02               .41
Class R-5 -- assumed 5% return                          1,000.00           1023.14                 2.09               .41

(1) Expenses are equal to the annualized expense ratio, multiplied by the
    average account value over the period, multiplied by the number of days in
    the period (184), and divided by 365 (to reflect the one-half year period).




BOARD OF DIRECTORS

"NON-INTERESTED" DIRECTORS

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

Joseph C. Berenato, 58                          2003          Chairman of the Board and CEO, Ducommun Incorporated (aerospace
                                                              components manufacturer)

Robert A. Fox, 67                               1970          Managing General Partner, Fox Investments LP; former Professor,
                                                              University of California; retired President and CEO, Foster Farms
                                                              (poultry producer)

Leonade D. Jones, 56                            1993          Co-founder, VentureThink LLC (developed and managed e-commerce
                                                              businesses) and Versura Inc. (education loan exchange); former
                                                              Treasurer, The Washington Post Company

John G. McDonald, 67                            1976          The Stanford Investors Professor, Graduate School of Business,
                                                              Stanford University

Gail L. Neale, 69                               1998          President, The Lovejoy Consulting Group, Inc. (a pro bono consulting
                                                              group advising nonprofit organizations)

Henry E. Riggs, 69                              1989          President Emeritus, Keck Graduate Institute of Applied Life Sciences

Patricia K. Woolf, Ph.D., 70                    1985          Private investor; corporate director; lecturer, Department of
                                                              Molecular Biology, Princeton University


"NON-INTERESTED" DIRECTORS

                                           NUMBER OF
                                          PORTFOLIOS
                                             IN FUND
                                          COMPLEX(2)
                                         OVERSEEN BY
NAME AND AGE                                DIRECTOR          OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR

Joseph C. Berenato, 58                            4           Ducommun Incorporated

Robert A. Fox, 67                                 7           Crompton Corporation

Leonade D. Jones, 56                              6           None

John G. McDonald, 67                              8           iStar Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation;
                                                              Varian, Inc.

Gail L. Neale, 69                                 6           None

Henry E. Riggs, 69                                4           None

Patricia K. Woolf, Ph.D., 70                      6           Crompton Corporation; First Energy Corporation; National Life Holding
                                                              Co.


"INTERESTED" DIRECTORS(4)

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

James F. Rothenberg, 58                         1997          President and Director, Capital Research and
Chairman of the Board                                         Management Company; Director, American Funds Distributors, Inc.;(5)
                                                              Director, American Funds Service Company;(5) Director, The Capital
                                                              Group Companies, Inc.;(5) Director, Capital Group Research, Inc.(5)

Donald D. O'Neal, 44                            1995          Senior Vice President, Capital Research and
President                                                     Management Company


"INTERESTED" DIRECTORS(4)

                                           NUMBER OF
                                          PORTFOLIOS
                                             IN FUND
                                          COMPLEX(2)
NAME, AGE AND                            OVERSEEN BY
POSITION WITH FUND                          DIRECTOR          OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR

James F. Rothenberg, 58                           3           None
Chairman of the Board

Donald D. O'Neal, 44                              3           None
President


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

(1) Directors and officers of the fund serve until their resignation, removal
    or retirement.
(2) Capital Research and Management Company manages the American Funds,
    consisting of 29 funds. Capital Research and Management Company also manages
    American Funds Insurance Series,(R) which serves as the underlying
    investment vehicle for certain variable insurance contracts; and Endowments,
    whose shareholders are limited to certain nonprofit organizations.
(3) This includes all directorships (other than those in the American Funds)
    that are held by each Director as a director of a public company or a
    registered investment company.
(4) "Interested persons" within the meaning of the 1940 Act, on the basis of
    their affiliation with the fund's investment adviser, Capital Research and
    Management Company, or  affiliated entities (including the fund's principal
    underwriter).
(5) Company affiliated with Capital Research and Management Company.
(6) All of the officers listed, except Messrs. Beleson, Merritt and Vogt, are
    officers and/or Directors/Trustees of one or more of the other funds for
    which Capital Research and Management Company serves as investment adviser.


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

Gordon Crawford, 57                             1992          Senior Vice President and Director, Capital
Senior Vice President                                         Research and Management Company

Paul G. Haaga, Jr., 55                          1994          Executive Vice President and Director, Capital
Senior Vice President                                         Research and Management Company;
                                                              Director, The Capital Group Companies, Inc.(5)

Bradley J. Vogt,(6) 39                          1999          President and Director, Capital Research
Senior Vice President                                         Company;5 Director, American Funds Distributors, Inc.(5)

Richard M. Beleson,(6) 50                       1992          Senior Vice President, Capital Research Company;(5)
Vice President                                                Director, Capital Research and Management Company

Michael T. Kerr, 45                             1998          Senior Vice President, Capital Research Company(5)
Vice President

Mark E. Merritt,(6) 35                          2004          Vice President and Director, Capital Research
Vice President                                                Company(5)

Patrick F. Quan, 46                           1986-1998       Vice President -- Fund Business Management
Secretary                                       2000          Group, Capital Research and Management Company

Sheryl F. Johnson, 36                           1998          Vice President -- Fund Business Management
Treasurer                                                     Group, Capital Research and Management Company

David A. Pritchett, 38                          1999          Vice President -- Fund Business Management
Assistant Treasurer                                           Group, Capital Research and Management Company



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

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

135 South State College Boulevard
Brea, CA 92821-5823

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

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

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

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

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

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

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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

INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT  OBJECTIVES,  RISKS,  CHARGES
AND EXPENSES OF THE AMERICAN FUNDS AND COLLEGEAMERICA.  THIS AND OTHER IMPORTANT
INFORMATION IS CONTAINED IN THE FUND'S PROSPECTUS AND THE COLLEGEAMERICA PROGRAM
DESCRIPTION,  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.
THE FUND'S  PROXY VOTING  RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004,  IS ALSO
AVAILABLE ON THE AMERICAN FUNDS AND SEC WEBSITES.

A complete  portfolio of The Growth Fund of America's  investments  is available
upon request,  free of charge,  by calling  American  Funds  Service  Company or
accessing the U.S. Securities and Exchange Commission website.

The Growth Fund of America files a complete list of its portfolio  holdings with
the U.S.  Securities and Exchange Commission for the first and third quarters of
each  fiscal  year on Form N-Q.  Forms N-Q are  available  free of charge,  upon
request,  by accessing the U.S. Securities and Exchange Commission website or by
calling American Funds Service Company.  You may also review or, for a fee, copy
the  forms  at the  Commission's  Public  Reference  Room  in  Washington,  D.C.
(800/SEC-0330).

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  December 31, 2004,  this report must be accompanied by an
American  Funds  statistical  update for the most  recently  completed  calendar
quarter.

[logo - American Funds(R)]

The right choice for the long term(R)

WHAT MAKES AMERICAN FUNDS DIFFERENT?

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

Our unique combination of strengths includes these five factors:

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

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

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

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

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

29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS

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

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

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

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

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

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

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

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

THE CAPITAL GROUP COMPANIES

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

Lit. No. MFGEAR-905-1004P

Litho in USA AGD/AL/8057-S1909

Printed on recycled paper




ITEM 2 - Code of Ethics

The  Registrant  has  adopted a Code of Ethics  that  applies  to its  Principal
Executive Officer and Principal Financial Officer. The Registrant  undertakes to
provide  to any  person  without  charge,  upon  request,  a copy of the Code of
Ethics.  Such  request  can  be  made  to  American  Funds  Service  Company  at
800/421-0180  or to  the  Secretary  of  the  Registrant,  P.O.  Box  7650,  San
Francisco, California 94120.


ITEM 3 - Audit Committee Financial Expert

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


ITEM 4 - Principal Accountant Fees and Services

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

Registrant:
a)       Audit Fees:
                                    2003             $56,000
                                    2004             $57,000
b) Audit- Related Fees:
                                    2003             none
                                    2004             $8,000
                                    The audit-related fees consist of assurance
                                    and related services relating to the
                                    examination of the Registrant's investment
                                    adviser conducted in accordance with
                                    Statement on Auditing Standards Number 70
                                    issued by the American Institute of
                                    Certified Public Accountants.
c) Tax Fees:
                                    2003             $5,000
                                    2004             $6,000
                                    The tax fees consist of professional
                                    services relating to the preparation of the
                                    Registrant's tax returns including returns
                                    relating to the registrant's investments in
                                    non-U.S. jurisdictions.

d) All Other Fees:
                                    2003             none
                                    2004             none

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

b) Audit- Related Fees:
                                    2003             $339,000
                                    2004             $259,000

                                    The audit-related fees consist of assurance
                                    and related services relating to the
                                    examination of the Registrant's transfer
                                    agency and investment adviser conducted in
                                    accordance with Statement on Auditing
                                    Standards Number 70 issued by the American
                                    Institute of Certified Public Accountants.
c) Tax Fees:
                                    2003             none
                                    2004             none
d) All Other Fees:
                                    2003             none
                                    2004             none

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

Aggregate non-audit fees paid to the Registrant's  auditors,  including fees for
all  services  billed to the  Registrant  and the  adviser and  affiliates  that
provide  ongoing  services to the Registrant  were $352,000 for fiscal year 2003
and $311,000 for fiscal year 2004. The non-audit  services  represented by these
amounts were brought to the  attention of the  Committee  and  considered  to be
compatible with maintaining the auditors' independence.


ITEM 5 - Audit Committee of Listed Registrants

Not applicable.


ITEM 6 - Schedule of Investments

[logo - AMERICAN FUNDS (r)]



THE GROWTH FUND OF AMERICA
Investment portfolio
August 31, 2004

                                                                                                         
                                                                                                               Market value
COMMON STOCKS -- 89.63%                                                                             Shares            (000)

CONSUMER DISCRETIONARY  --  19.68%
Time Warner Inc.(1)                                                                            122,900,000     $  2,009,415
Target Corp.                                                                                    32,870,000        1,465,345
Lowe's Companies, Inc.                                                                          28,320,400        1,407,524
Comcast Corp., Class A(1)                                                                       29,041,387          818,096
Comcast Corp., Class A, special nonvoting stock(1)                                              16,756,000          464,979
IAC/InterActiveCorp(1)                                                                          42,750,000          975,127
Carnival Corp., units                                                                           16,459,100          753,662
News Corp. Ltd., preferred (ADR)                                                                24,520,367          729,481
Liberty Media Corp., Class A(1)                                                                 68,625,000          611,449
Cox Communications, Inc., Class A(1)                                                            16,681,200          548,144
eBay Inc.(1)                                                                                     6,146,600          531,927
Starbucks Corp.(1)                                                                              11,329,200          489,875
Best Buy Co., Inc.                                                                              10,530,000          489,856
Limited Brands, Inc.                                                                            20,700,000          415,656
Clear Channel Communications, Inc.                                                               9,905,000          331,917
Office Depot, Inc.(1)                                                                           15,640,000          250,396
Viacom Inc., Class B, nonvoting                                                                  7,025,000          234,003
Viacom Inc., Class A                                                                               250,000            8,465
Fox Entertainment Group, Inc., Class A(1)                                                        8,870,000          240,732
Kohl's Corp.(1)                                                                                  4,575,000          226,371
Harrah's Entertainment, Inc.                                                                     4,650,000          224,083
Michaels Stores, Inc.                                                                            3,350,000          192,055
Amazon.com, Inc.(1)                                                                              4,500,000          171,630
UnitedGlobalCom, Inc., Class A(1)                                                               25,200,000          171,360
Gap, Inc.                                                                                        9,000,000          168,660
Walt Disney Co.                                                                                  7,000,000          157,150
Harley-Davidson Motor Co.                                                                        2,407,200          146,887
Liberty Media International, Inc., Class A(1)                                                    4,260,016          143,989
A. H. Belo Corp., Class A                                                                        4,850,000          111,259
Ross Stores, Inc.                                                                                5,225,000          110,509
Toys "R" Us, Inc.(1)                                                                             6,000,000           97,440
Dana Corp.                                                                                       5,000,000           94,350
Magna International Inc., Class A                                                                1,251,000           93,174
Brinker International, Inc.(1)                                                                   3,000,000           91,350
International Game Technology                                                                    3,000,000           86,550
Big Lots, Inc.(1),(2)                                                                            7,000,000           85,330
Interpublic Group of Companies, Inc.(1)                                                          7,700,000           81,235
Outback Steakhouse, Inc.                                                                         1,996,700           78,151
TJX Companies, Inc.                                                                              3,000,000           63,480
Yamada Denki Co., Ltd.                                                                           1,725,000           62,580
MGM Mirage, Inc.(1)                                                                              1,386,100           57,301
McDonald's Corp.                                                                                 1,300,000           35,126
DirecTV Group Inc.(1)                                                                            2,000,000           31,740
Circuit City Stores, Inc.                                                                        2,300,000           29,831
                                                                                                                 15,587,640

INFORMATION TECHNOLOGY  --  18.09%
Microsoft Corp.                                                                                 63,657,125     $  1,737,840
Texas Instruments Inc.                                                                          42,550,000          831,427
Applied Materials, Inc.(1)                                                                      49,665,000          789,177
First Data Corp.                                                                                18,340,000          774,865
Yahoo! Inc.(1)                                                                                  26,452,154          754,151
Taiwan Semiconductor Manufacturing Co. Ltd.                                                    520,321,765          722,456
Maxim Integrated Products, Inc.(2)                                                              16,590,000          720,504
Linear Technology Corp.                                                                         14,425,000          515,982
Corning Inc.(1)                                                                                 46,820,000          473,818
Analog Devices, Inc.                                                                            11,716,666          406,803
Xilinx, Inc.                                                                                    14,800,000          405,964
Cisco Systems, Inc.(1)                                                                          20,614,500          386,728
Automatic Data Processing, Inc.                                                                  8,750,000          347,988
Sun Microsystems, Inc.(1)                                                                       83,147,700          319,287
Micron Technology, Inc.(1)                                                                      27,510,000          316,640
PeopleSoft, Inc.(1)                                                                             18,188,200          316,475
Altera Corp.(1)                                                                                 15,700,000          297,044
Microchip Technology Inc.                                                                       10,225,000          269,838
Intuit Inc.(1)                                                                                   6,334,900          267,903
KLA-Tencor Corp.(1)                                                                              6,475,000          241,906
International Business Machines Corp.                                                            2,615,000          221,464
CDW Corp.                                                                                        3,500,000          204,750
EMC Corp.(1)                                                                                    17,700,000          190,629
Flextronics International Ltd.(1)                                                               14,075,000          174,671
Sabre Holdings Corp., Class A(2)                                                                 7,062,811          162,445
Cadence Design Systems, Inc.(1)                                                                 12,400,000          154,132
T-Online International AG(1)                                                                    16,000,000          153,358
QUALCOMM Inc.                                                                                    4,000,000          152,200
Fujitsu Ltd.                                                                                    22,260,000          138,614
Advanced Micro Devices, Inc.(1)                                                                 12,000,000          137,160
Ceridian Corp.(1)                                                                                7,240,900          133,884
Solectron Corp.(1)                                                                              25,120,600          129,622
ASML Holding NV (New York registered)(1)                                                         9,625,000          124,548
Hirose Electric Co., Ltd.                                                                        1,265,000          123,038
Murata Manufacturing Co., Ltd.                                                                   2,244,000          111,911
Hoya Corp.                                                                                       1,051,000          101,837
Samsung Electronics Co., Ltd.                                                                      257,770          100,941
Hewlett-Packard Co.                                                                              5,138,500           91,928
Nortel Networks Corp.(1)                                                                        22,300,000           83,848
Rohm Co., Ltd.                                                                                     782,000           81,518
Teradyne, Inc.(1)                                                                                6,250,000           80,438
Hon Hai Precision Industry Co., Ltd.                                                            22,884,974           75,382
Paychex, Inc.                                                                                    2,273,019           67,440
National Instruments Corp.                                                                       2,250,000           58,657
Compuware Corp.(1)                                                                              12,054,100           54,605
SINA Corp.(1),(2)                                                                                2,552,000           53,158
Oracle Corp.(1)                                                                                  4,475,000           44,616
Dell Inc.(1)                                                                                     1,080,000           37,627
VIA Technologies, Inc.                                                                          49,411,000           34,157
Jabil Circuit, Inc.(1)                                                                           1,640,000           33,833
Sanmina-SCI Corp.(1)                                                                             4,570,000           31,624
Agere Systems Inc., Class A(1)                                                                  22,166,247           26,821
Electronic Data Systems Corp.                                                                    1,200,000           23,064
Motorola, Inc.                                                                                   1,276,500           20,615
Homestore, Inc.(1)                                                                               4,100,000            8,938
Cypress Semiconductor Corp.(1)                                                                     300,000            2,928
                                                                                                                 14,323,197

HEALTH CARE  --  12.35%
Sanofi-Aventis                                                                                  17,990,129       $1,279,554
Biogen Idec Inc.(1)                                                                             15,911,000          944,000
Forest Laboratories, Inc.(1),(2)                                                                20,311,800          931,296
AstraZeneca PLC (Sweden)                                                                        10,818,000          501,409
AstraZeneca PLC (ADR)                                                                            2,797,000          130,144
AstraZeneca PLC                                                                                  2,800,000          129,087
Eli Lilly and Co.                                                                               10,700,000          678,915
Amgen Inc.(1)                                                                                   11,160,000          661,676
Guidant Corp.                                                                                   10,062,200          601,720
Elan Corp., PLC (ADR)(1)                                                                        17,266,400          390,739
Gilead Sciences, Inc.(1)                                                                         4,750,000          328,367
Genentech, Inc.(1)                                                                               6,500,000          317,070
Express Scripts, Inc.(1),(2)                                                                     4,710,000          297,672
Medtronic, Inc.                                                                                  5,580,000          277,605
Anthem, Inc.(1)                                                                                  2,892,400          234,979
Sepracor Inc.(1)                                                                                 4,250,000          210,842
Allergan, Inc.                                                                                   2,725,000          203,421
Aetna Inc.                                                                                       2,020,000          187,153
St. Jude Medical, Inc.(1)                                                                        2,125,000          142,906
HCA Inc.                                                                                         3,220,000          124,968
Celgene Corp.(1)                                                                                 2,200,000          124,850
American Pharmaceutical Partners, Inc.(1),(2)                                                    3,800,000          115,558
Novo Nordisk A/S, Class B                                                                        2,000,000          106,852
Pfizer Inc                                                                                       3,125,000          102,094
OSI Pharmaceuticals, Inc.(1)                                                                     1,500,000           89,385
Amylin Pharmaceuticals, Inc.(1)                                                                  4,500,000           89,055
Applera Corp. -- Applied Biosystems Group                                                        4,100,000           78,064
Applera Corp. -- Celera Genomics Group(1)                                                          528,800            5,695
Caremark Rx, Inc.(1)                                                                             2,700,000           77,490
Lincare Holdings Inc.(1)                                                                         2,200,000           70,708
Roche Holding AG                                                                                   625,000           60,652
Affymetrix, Inc.(1)                                                                              2,000,000           55,600
Andrx Group(1)                                                                                   2,720,000           54,835
ImClone Systems Inc.(1)                                                                          1,000,000           53,280
Millennium Pharmaceuticals, Inc.(1)                                                              4,000,000           47,560
IDEXX Laboratories, Inc.(1)                                                                        946,700           46,114
ICOS Corp.(1)                                                                                    1,000,000           26,090
Schering-Plough Corp.                                                                              278,200            5,136
                                                                                                                  9,782,541

ENERGY  --  9.34%
Schlumberger Ltd.                                                                               14,198,300          877,455
Burlington Resources Inc.(2)                                                                    19,760,000          715,905
Devon Energy Corp.                                                                               7,695,000          498,713
LUKoil Holding (ADR)                                                                             3,750,000          442,500
Transocean Sedco Forex Inc.(1)                                                                  12,649,900          388,352
Suncor Energy Inc.                                                                              13,303,862          369,394
EOG Resources, Inc.(2)                                                                           6,200,000          358,174
Halliburton Co.                                                                                 11,905,000          347,269
Petro-Canada                                                                                     6,034,700          282,403
Noble Corp.(1)                                                                                   6,675,000          268,468
BG Group PLC                                                                                    40,291,737          249,006
ENSCO International Inc.(2)                                                                      8,235,000          240,133
Nexen Inc.                                                                                       6,225,646          221,938
Canadian Natural Resources, Ltd.                                                                 6,200,000          201,493
Diamond Offshore Drilling, Inc.                                                                  6,425,000          163,323
Pogo Producing Co.(2)                                                                            3,644,400          160,281
Baker Hughes Inc.                                                                                4,000,000          157,320
Rowan Companies, Inc.(1),(2)                                                                     6,450,000          156,864
Occidental Petroleum Corp.                                                                       3,000,000          154,950
Shell Canada Ltd.                                                                                2,980,000          147,889
BJ Services Co.                                                                                  3,000,000          144,150
Apache Corp.                                                                                     3,145,060          140,553
Weatherford International Ltd.(1)                                                                3,000,000          139,020
Cross Timbers Oil Co.                                                                            4,600,000          128,984
Norsk Hydro ASA (ADR)                                                                            1,567,800           98,081
Premcor Inc.(1)                                                                                  2,814,200           94,360
Imperial Oil Ltd.                                                                                2,007,577           94,024
Exxon Mobil Corp.                                                                                1,900,000           87,590
Murphy Oil Corp.                                                                                   878,000           66,298
                                                                                                                  7,394,890

INDUSTRIALS  --  8.44%
Tyco International Ltd.                                                                         32,675,000        1,023,381
General Electric Co.                                                                            23,740,000          778,435
FedEx Corp.                                                                                      6,822,300          559,360
Illinois Tool Works Inc.                                                                         5,950,000          543,176
Boeing Co.                                                                                      10,200,000          532,644
Southwest Airlines Co.                                                                          35,079,877          519,884
United Parcel Service, Inc., Class B                                                             7,078,300          517,070
General Dynamics Corp.                                                                           5,120,700          499,985
3M Co.                                                                                           3,940,000          324,498
Northrop Grumman Corp.                                                                           5,900,200          304,745
Ryanair Holdings PLC (ADR)(1)                                                                    6,835,000          212,227
Robert Half International Inc.                                                                   6,610,000          161,945
Burlington Northern Santa Fe Corp.                                                               3,950,000          141,410
Allied Waste Industries, Inc.(1)                                                                13,500,000          138,240
Monster Worldwide, Inc.(1)                                                                       5,775,000          116,828
Manpower Inc.                                                                                    2,400,000          101,352
Deere & Co.                                                                                      1,200,000           75,924
Raytheon Co.                                                                                     2,100,000           72,933
Bombardier Inc., Class B                                                                        13,271,050           30,598
United Rentals, Inc.(1)                                                                          1,927,600           28,316
                                                                                                                  6,682,951

FINANCIALS  --  8.12%
American International Group, Inc.                                                              27,480,200        1,957,689
Freddie Mac                                                                                     15,306,600        1,027,379
Fannie Mae                                                                                      13,423,200          999,357
XL Capital Ltd., Class A                                                                         4,665,000          327,483
Bank of New York Co., Inc.                                                                      10,695,000          318,711
Mitsubishi Estate Co., Ltd.                                                                     26,500,000          299,610
Capital One Financial Corp.                                                                      2,500,000          169,400
Berkshire Hathaway Inc., Class A(1)                                                                  1,850          160,950
Wells Fargo & Co.                                                                                2,730,000          160,387
Citigroup Inc.                                                                                   2,660,000          123,903
Mizuho Financial Group, Inc.                                                                        30,000          121,785
Marsh & McLennan Companies, Inc.                                                                 2,475,900          110,648
Sumitomo Realty & Development Co., Ltd.                                                         10,000,000          109,938
SunTrust Banks, Inc.                                                                             1,500,000          102,150
Chubb Corp.                                                                                      1,500,000          102,015
American Express Co.                                                                             1,700,000           85,034
Aon Corp.                                                                                        3,218,600           83,523
Mitsui Sumitomo Insurance Co., Ltd.                                                              8,000,000           71,124
Protective Life Corp.                                                                            1,500,000           58,695
City National Corp.                                                                                675,000           44,537
                                                                                                                  6,434,318

CONSUMER STAPLES  --  5.29%
Altria Group, Inc.                                                                              26,700,000     $  1,306,965
Walgreen Co.                                                                                    23,560,000          858,762
PepsiCo, Inc.                                                                                    6,275,000          313,750
Anheuser-Busch Companies, Inc.                                                                   5,930,000          313,104
Coca-Cola Co.                                                                                    6,965,000          311,405
Procter & Gamble Co.                                                                             3,520,000          197,014
Kerry Group PLC, Class A                                                                         8,230,668          171,413
Unilever NV (New York registered)                                                                2,800,000          168,168
Wal-Mart Stores, Inc.                                                                            3,050,000          160,644
Avon Products, Inc.                                                                              3,200,000          141,376
Wm. Wrigley Jr. Co.                                                                              1,330,000           82,500
Whole Foods Market, Inc.                                                                           974,800           75,771
General Mills, Inc.                                                                              1,235,000           58,354
SYSCO Corp.                                                                                      1,000,000           32,140
                                                                                                                  4,191,366

TELECOMMUNICATION SERVICES  --  3.29%
Vodafone Group PLC (ADR)                                                                        33,010,000          755,929
Vodafone Group PLC                                                                              68,465,000          155,967
AT&T Wireless Services, Inc.(1)                                                                 42,672,500          623,872
Sprint Corp.                                                                                    24,545,350          483,053
Telefonica, SA (ADR)                                                                             5,000,000          214,600
KDDI Corp.                                                                                          30,000          144,930
China Unicom Ltd.                                                                              150,000,000          110,578
Deutsche Telekom AG(1)                                                                           5,000,000           87,263
AT&T Corp.                                                                                       2,000,000           29,560
                                                                                                                  2,605,752

MATERIALS  --  2.58%
Freeport-McMoRan Copper & Gold Inc., Class B                                                     8,011,100          301,458
Inco Ltd.(1)                                                                                     7,000,000          238,980
Newmont Mining Corp.                                                                             4,700,000          208,633
Phelps Dodge Corp.                                                                               2,500,000          203,900
BHP Billiton Ltd.                                                                               19,516,661          181,069
Rio Tinto PLC                                                                                    7,000,000          174,179
CONSOL Energy Inc.(3)                                                                            3,700,000          118,696
CONSOL Energy Inc.                                                                                 800,000           25,664
CRH PLC                                                                                          5,969,432          135,661
Dow Chemical Co.                                                                                 2,606,600          111,588
Potash Corp. of Saskatchewan Inc.                                                                1,904,000          105,710
Nitto Denko Corp.                                                                                2,111,000           93,064
Sealed Air Corp.(1)                                                                              1,580,000           77,610
Barrick Gold Corp.                                                                               3,400,000           68,000
                                                                                                                  2,044,212

UTILITIES  --  0.13%
Questar Corp.                                                                                    2,475,000          100,683

MISCELLANEOUS  --  2.32%
Other common stock securities in initial period of acquisition                                                    1,839,893

TOTAL COMMON STOCKS (cost: $63,967,460,000)                                                                      70,987,443

                                                                                                               Market value
RIGHTS AND WARRANTS -- 0.00%                                                                        Shares            (000)

TELECOMMUNICATION SERVICES  --  0.00%
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (3),(4)                         634,116    $       1,325
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (3),(4)                          96,812              202
                                                                                                                      1,527

CONSUMER DISCRETIONARY  --  0.00%
NTL Inc., Series A, warrants, expire 2011                                                           40,425              197

TOTAL RIGHTS AND WARRANTS (cost: $20,166,000)                                                                         1,724


CONVERTIBLE SECURITIES -- 0.12%

FINANCIALS  --  0.11%
SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units              4,572,000,000           88,866

TELECOMMUNICATION SERVICES -- 0.01%
Broadview Networks Holdings, Inc., Series E, convertible preferred (1),(3),(4)                   1,588,972            3,337

INFORMATION TECHNOLOGY -- 0.00%
ProAct Technologies Corp., Series C, convertible preferred (1),(3),(4)                           6,500,000            2,665

TOTAL CONVERTIBLE SECURITIES (cost: $89,044,000)                                                                     94,868

                                                                                          Principal amount
BONDS AND NOTES -- 0.02%                                                                             (000)

CONSUMER DISCRETIONARY  --  0.02%
AOL Time Warner Inc. 5.625% 2005                                                                    10,795           11,036

TOTAL BONDS AND NOTES (cost: $10,582,000)                                                                            11,036


SHORT-TERM SECURITIES -- 10.09%

U.S. Treasury Bills 0.963%-1.517% due 9/2-11/18/2004                                             2,825,200        2,821,493
Federal Home Loan Bank 1.33%-1.625% due 9/8-11/19/2004                                             252,762          252,258
Freddie Mac 1.32%-1.685% due 9/1-11/23/2004                                                        225,000          224,561
Wells Fargo & Co. 1.40%-1.60% due 9/21-10/19/2004                                                  200,000          199,998
State Street Bank & Trust 1.35%-1.62% due 9/8-11/1/2004                                            200,000          199,997
J.P. Morgan Chase & Co. 1.42%-1.50% due 9/22-9/27/2004                                             125,000          124,876
Park Avenue Receivables Co. LLC 1.39%-1.56% due 9/3-10/4/2004(3)                                    75,000           74,958
DuPont (E.I.) de Nemours & Co. 1.33%-1.55% due 9/10-10/19/2004                                     200,000          199,758
Proctor & Gamble Co. 1.34%-1.61% due 9/9-11/17/2004(3)                                             200,000          199,717
Edison Asset Securitization LLC 1.39%-1.63% due 9/17-10/27/2004(3)                                 100,000           99,818
General Electric Capital Services Inc. 1.40% due 9/20/2004                                          50,000           49,960
General Electric Capital Corp. 1.42%-1.58% due 9/27-10/15/2004                                      50,000           49,922
Wal-Mart Stores Inc. 1.34%-1.60% due 9/8-11/9/2004(3)                                              200,000          199,680
Fannie Mae 1.32%-1.62% due 9/13-11/3/2004                                                          200,000          199,672
Pfizer Inc.1.33%-1.62% due 9/7-11/16/2004(3)                                                       200,000          199,592
CAFCO, LLC 1.50%-1.63% due 9/24-11/5/2004(3)                                                       150,000          149,673
Ciesco LLC 1.52%-1.60% due 10/8-10/22/2004                                                          50,000           49,902
Bank of America Corp. 1.51%-1.62% due 10/15-11/1/2004                                              150,000          149,611
Receivables Capital Corp. 1.51%-1.52% due 9/3-10/12/2004(3)                                         50,000           49,943
Coca-Cola Co. 1.50%-1.60% due 10/22-11/8/2004                                                      200,000          199,494
Variable Funding Capital Corp. 1.40%-1.51% due 9/10-9/21/2004(3)                                   150,000          149,895
Gannett Co. 1.41%-1.49% due 9/14-9/24/2004(3)                                                      150,000          149,880
International Bank for Reconstruction and Development 1.23%-1.595% due
     9/8-11/15/2004                                                                                150,000          149,763
Exxon Asset Management Co. 1.50% due 10/8-10/18/2004(3)                                            150,000          149,739
New Center Asset Trust 1.40%-1.63% due 9/24-11/8/2004                                              150,000          149,725
Abbott Laboratories Inc. 1.34%-1.50% due 9/14-10/19/2004(3)                                        140,000          139,815
Three Pillars Funding Corp. 1.48%-1.56% due 9/1-9/27/2004(3)                                       125,000          124,937
Private Export Funding Corp. 1.49%-1.50% due 9/27-10/12/2004(3)                                    125,000          124,826
Federal Farm Credit Banks 1.39%-1.64% due 9/22-11/29/2004                                          125,000          124,793
FCAR Owner Trust I 1.53%-1.61% due 10/4-10/25/2004                                                 125,000          124,755
AIG Funding, Inc. 1.26%-1.52% due 9/7-10/13/2004                                                   100,000           99,923
American General Finance Corp. 1.38%-1.51%% due 9/13/2004                                           20,000           19,990
Triple-A One Funding Corp. 1.45%-1.57% due 9/2-10/4/2004(3)                                        120,000          119,888
Tennessee Valley Authority 1.30%-1.39% due 9/9-9/16/2004                                           100,000           99,955
ChevronTexaco Corp. 1.48%-1.50% due 9/28-10/15/2004                                                100,000           99,848
IBM Credit Corp. 1.53%-1.54%% due 11/2/2004                                                        100,000           99,718
Caterpillar Financial Services Corp. 1.34%-1.60% due 9/1-11/3/2004                                  75,000           74,888
Netjets Inc. 1.51%-1.61% due 10/6-10/26/2004(3)                                                     75,000           74,847
American Express Credit Corp. 1.29.% due 9/1/2004                                                   50,000           49,998
Verizon Network Funding Corp. 1.36%-1.50% due 9/3-9/20/2004                                         50,000           49,980
Household Finance Corp. 1.39%-1.54% due 9/1-10/5/2004                                               50,000           49,962
Eli Lilly and Co. 1.45%-1.56% due 9/10-10/29/2004(3)                                                50,000           49,891
Anheuser-Busch Cos. Inc. 1.32% due 9/10/2004(3)                                                     20,000           19,992

TOTAL SHORT-TERM SECURITIES (cost: $7,991,915,000)                                                                7,991,891


TOTAL INVESTMENT SECURITIES (cost: $72,079,167,000)                                                              79,086,962
New Taiwanese Dollar (cost: $9,522,000)                                                          $NT 9,522            9,494
Other assets less liabilities                                                                                       102,416

NET ASSETS                                                                                                      $79,198,872

(1) Security did not produce income during the last 12 months.
(2) Represents an affiliated company as defined 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. The total value of all such restriced securities was
    $2,203,316, which represented 2.78% of the net assets of the fund.
(4) Valued under fair value procedures adopted by authority of the Board of
    Directors.

ADR = American Depositary Receipts

See Notes to Financial Statements


REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM ON DETAILED SCHEDULE OF
INVESTMENTS

To the Shareholders and
Board of Directors of
The Growth Fund of America, Inc.:

We have audited,  in accordance with standards of the Public Company  Accounting
Oversight Board (United States),  the financial statements of The Growth Fund of
America,  Inc.  (the "Fund") as of August 31, 2004,  and for the year then ended
and have issued our report  thereon  dated  October 13,  2004,  which report and
financial statements are included in Item 1 of this Certified Shareholder Report
on Form N-CSR.  Our audit also  included the Fund's  investment  portfolio  (the
"Schedule") as of August 31, 2004  appearing in Item 6 of this Form N-CSR.  This
Schedule is the responsibility of the Fund's  management.  Our responsibility is
to express an opinion based on our audit. In our opinion,  the Schedule referred
to above, when considered in relation to the basic financial statements taken as
a whole  of the  Fund  referred  to  above,  presents  fairly,  in all  material
respects, the information set forth therein.


DELOITTE & TOUCHE LLP
October 13, 2004
Los Angeles, California

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 - Purchases of Equity Securities by Closed-End Management Investment

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


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, as amended.  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  Registrant's  Principal  Executive  Officer  and  Principal  Financial
     Officer  have  concluded,  based on their  evaluation  of the  Registrant's
     disclosure  controls and  procedures (as such term is defined in Rule 30a-3
     under  the  Investment  Company  Act  of  1940),  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 that is the subject of the disclosure required by Item 2
     is attached as an exhibit hereto.

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




                                   SIGNATURES

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

                                    THE GROWTH FUND OF AMERICA, INC.

                                    By /s/ James F. Rothenberg
                                    -------------------------------------------
                                    James F. Rothenberg, Chairman and PEO
                                    Date: November 8, 2004

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



By /s/ James F. Rothenberg
- -------------------------------------------
James F. Rothenberg, Chairman and PEO
Date: November 8, 2004


By /s/ Sheryl F. Johnson
- -------------------------------------------
Sheryl F. Johnson, Treasurer and PFO
Date: November 8, 2004