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, 2005 Date of reporting period: February 28, 2005 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 [photo of six girls dressed in soccer uniforms sitting on stadium bleachers overlooking a playing field] SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED FEBRUARY 28, 2005 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. 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. 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. 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 March 31, 2005 (the most recent calendar quarter): CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS Reflecting 5.75% maximum sales charge +0.12% -2.96% +12.92% The fund's investment adviser is waiving a portion of its management fees. Results shown reflect the waiver. Please see the Financial Highlights table on page 22 for details. Results for other share classes can be found on page 28. 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. Annualized expenses for Class B shares were 0.75 percentage points higher than for Class A shares; Class B shares convert to Class A shares after eight years of ownership. If redeemed within six years, Class B shares may also be subject to a contingent deferred sales charge ("CDSC") of up to 5% that declines over time. Class C shares were subject to annualized expenses 0.81 percentage points higher than those for Class A shares and a 1% CDSC if redeemed within the first year after purchase. Class C shares convert to Class F shares after 10 years. Class F shares, which are available only through certain fee-based programs offered by broker-dealer firms and registered investment advisers, had higher annualized expenses (by 0.04 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. [photo of six girls dressed in soccer uniforms sitting on stadium bleachers overlooking a playing field] FELLOW SHAREHOLDERS: After a period of uncertainty in political and economic events through much of 2004, the stock market staged a recovery beginning in late October and had a strong result for the six months ended February 28, 2005. Clarity on the outcome of the U.S. presidential election and successful elections in Iraq had a positive impact on the stock market. An improving U.S. economy, strong corporate earnings and weakness of the U.S. dollar also helped power a rise in stock prices. Against this backdrop, The Growth Fund of America (GFA) posted a total return of 12.0% for the six-month period. As the table below shows, the fund outpaced the unmanaged Standard & Poor's 500 Composite Index, a broad measure of U.S. stocks, which gained 10.0%. In addition, GFA surpassed the Lipper Growth Funds Index but slightly trailed three other benchmark indexes the fund uses to measure its progress. These Lipper benchmarks had increases ranging from 10.7% to 13.4%. For the 12 months ended February 28, The Growth Fund of America produced a total return of 6.6%, essentially in line with the S&P 500 and outpacing two of its four Lipper benchmark indexes. In the first half of the 12-month period, uncertainty about the presidential election, rising interest rates, concern about the conflict in Iraq and higher crude oil prices held back stock prices. In the recent six months, some of those concerns abated. [Begin Sidebar] RESULTS AT A GLANCE (as of February 28, 2005) 5-year Lifetime average average Six-month 1-year annual annual total total total total returns returns returns returns* The Growth Fund of America +12.0% +6.6% -0.8% +15.5% Standard & Poor's 500 Composite Index+ +10.0 +7.0 -1.0 +12.1 Lipper Capital Appreciation Funds Index +13.4 +6.9 -5.4 +11.9 Lipper Growth Funds Index +10.7 +4.7 -5.6 +10.9 Lipper Multi-Cap Core Funds Index +12.4 +7.8 -0.3 +11.6 Lipper Multi-Cap Growth Funds Index +13.1 +4.4 -10.0 +11.8 *Since Capital Research and Management Company began managing the fund on December 1, 1973. +Unmanaged. [End Sidebar] [close-up photo of six girls dressed in soccer uniforms sitting on stadium bleachers overlooking a playing field] Over longer periods, GFA has continued to outpace the general market and its comparable indexes by significant margins. For its lifetime of just over 31 years, the fund had an average annual total return of 15.5%, compared with 12.1% for the S&P 500. Its four Lipper benchmark indexes had total returns ranging from 10.9% to 11.9%. WHAT HELPED RESULTS Energy and materials stocks helped GFA's results the most in the recent six-month period. The rise in crude oil prices benefited the fund's sizable holding of energy companies, including several Canadian exploration and production companies. The fund added more shares of energy companies to its portfolio during the past six months. After experiencing years of relatively low oil prices, energy companies have been disciplined about costs and spending and were able to benefit when prices rose. Stronger demand for oil from developing nations, including China, has helped fuel higher prices. Developing nations have also had a strong appetite for basic materials; as these countries grow, they invest in infrastructure. This trend has aided materials companies, including those in the chemical, metal and paper industries. These companies have also benefited from strong earnings and increased pricing power. In addition to increasing its energy holdings over the past six months, the fund has added to shares of companies involved in materials and technology; it has reduced its holdings in insurance and media. U.S.-based multinational corporations have been aided by the falling dollar, which has made U.S. exports more competitive. The fund's investment outside the United States and Canada, which amounts to about 13% of its portfolio, was favorably impacted when these securities were converted from their native currencies into U.S. dollars. In December, we were happy to see that Microsoft paid a $3 per share special dividend to shareholders for a total payout of $32 billion. We hope that more technology companies will follow Microsoft's example of sharing excess cash with investors. WHAT HURT RESULTS Pharmaceutical manufacturers, which have been a mainstay for the fund in previous years, lagged in the recent period. A combination of factors contributed to the industry's slower growth. A few blockbuster drugs were pulled off the market because of individual product problems, and several drugs under development did not meet expectations for effectiveness. There were also concerns about increasing regulation, pricing pressure and looming patent expirations for popular drugs. GOING FORWARD Our outlook has not changed from the views expressed in the annual report six months ago. We believe modest returns with some volatility are likely in the future. We will continue our approach of fundamental research, conducted globally, with a long-term perspective. We warmly welcome our new shareholders and thank our long-term investors for their continuing support. /s/ James F. Rothenberg /s/ Donald D. O'Neal James F. Rothenberg Donald D. O'Neal Chairman of the Board President April 8, 2005 For current information about the fund, visit americanfunds.com. SUMMARY INVESTMENT PORTFOLIO, February 28, 2005 unaudited The following summary investment portfolio is designed to streamline the report and help investors better focus on a fund's principal holdings. For details on how to obtain a complete schedule of portfolio holdings, please see the inside back cover. [begin pie chart] PERCENT OF NET INDUSTRY SECTOR DIVERSIFICATION ASSETS Information Technology 18.46 % Consumer Discretionary 16.69 Energy 12.80 Health Care 11.36 Industrials 8.43 Other industries 22.69 Cash & equivalents 9.57 [end pie chart] PERCENT OF NET LARGEST EQUITY HOLDINGS ASSETS Time Warner 2.08 % Microsoft 1.88 Lowe's Companies 1.84 Altria Group 1.78 Target 1.76 Sanofi-Aventis 1.57 Vodafone 1.47 Tyco 1.21 WellPoint 1.18 Texas Instruments 1.16 Market Percent Shares value of net Common stocks - 90.18% (000) assets Information technology - 18.46% Microsoft Corp. 73,225,000 $1,843,806 1.88% Texas Instruments Inc. 43,120,200 1,141,392 1.16 Google Inc., Class A (1) 5,272,100 991,102 1.01 Taiwan Semiconductor Manufacturing Co. Ltd. 534,756,085 946,623 .96 Applied Materials, Inc. (1) 47,165,000 825,387 .84 First Data Corp. 19,440,000 797,429 .81 Corning Inc. (1) 66,145,000 758,683 .77 Linear Technology Corp. 15,175,000 592,735 .60 Samsung Electronics Co., Ltd. 983,800 516,397 .53 Analog Devices, Inc. 13,216,666 485,316 .49 Other securities 9,242,170 9.41 18,141,040 18.46 Consumer discretionary - 16.68% Time Warner Inc. (1) 118,900,000 2,048,647 2.08 Lowe's Companies, Inc. 30,820,400 1,811,623 1.84 Target Corp. 34,085,000 1,732,200 1.76 Comcast Corp., Class A (1) 23,969,387 780,204 Comcast Corp., Class A, special nonvoting stock (1) 10,050,000 320,193 1.12 IAC/InterActiveCorp (1) 42,750,000 961,875 .98 Carnival Corp., units 15,050,000 818,419 .83 Liberty Media Corp., Class A (1) 80,375,000 815,002 .83 News Corp. Inc., Class A 43,007,500 715,645 .73 Clear Channel Communications, Inc. 21,085,000 701,709 .71 Best Buy Co., Inc. 12,540,800 677,454 .69 Starbucks Corp. (1) 11,329,200 586,966 .60 Other securities 4,427,206 4.51 16,397,143 16.68 Energy - 12.80% Schlumberger Ltd. 14,698,300 1,108,987 1.13 Devon Energy Corp. 19,280,000 902,111 .92 Transocean Inc. (1) 12,649,900 613,267 .62 Canadian Natural Resources, Ltd. 10,640,000 604,881 .62 Suncor Energy Inc. 15,325,323 593,796 .60 Halliburton Co. 11,905,000 523,463 .53 Other securities 8,237,319 8.38 12,583,824 12.80 Health care - 11.36% Sanofi-Aventis 19,232,638 1,539,188 1.57 WellPoint, Inc. (1) 9,487,400 1,158,032 1.18 Guidant Corp. 10,062,200 738,465 .75 Other securities 7,731,149 7.86 11,166,834 11.36 Industrials - 8.43% Tyco International Ltd. 35,675,000 1,194,399 1.21 United Parcel Service, Inc., Class B 12,219,300 946,874 .96 General Electric Co. 26,740,000 941,248 .96 3M Co. 6,940,000 582,544 .59 Illinois Tool Works Inc. 6,450,000 578,887 .59 Boeing Co. 10,400,000 571,688 .58 General Dynamics Corp. 5,120,700 539,466 .55 Southwest Airlines Co. 36,079,877 499,706 .51 Other securities 2,434,586 2.48 8,289,398 8.43 Financials - 6.53% Freddie Mac 17,102,300 1,060,343 1.08 American International Group, Inc. 15,350,200 1,025,393 1.04 Fannie Mae 16,111,400 941,872 .96 Other securities 3,387,726 3.45 6,415,334 6.53 Consumer staples - 5.41% Altria Group, Inc. 26,700,000 1,752,855 1.78 Walgreen Co. 21,060,000 902,000 .92 Coca-Cola Co. 15,365,000 657,622 .67 Avon Products, Inc. 11,439,000 489,246 .50 Other securities 1,514,666 1.54 5,316,389 5.41 Materials- 4.20% 4,127,074 4.20 Telecommunication services - 3.85% Vodafone Group PLC (ADR) 47,085,000 1,237,865 Vodafone Group PLC 78,465,000 205,489 1.47 mm02 PLC (1) 218,743,200 508,740 .52 Other securities 1,828,021 1.86 3,780,115 3.85 Utilities - 0.13% 131,225 .13 Miscellaneous - 2.33% Other common stocks in initial period of acquisition 2,287,316 2.33 Total common stocks (cost: $72,538,356,000) 88,635,692 90.18 Market Percent Shares value of net Convertible securities - 0.11% (000) assets Total convertible securities (cost: $63,549,000) 102,449 .11 Market Percent Principal amount value of net Bonds & notes - 0.14% (000) (000) assets Telecommunication services - 0.13% 125,777 .13 Consumer discretionary - 0.01% AOL Time Warner Inc. 5.625% 2005 $ 10,795 10,838 .01 Total bonds & notes (cost: $122,974,000) 136,615 .14 Market Percent Principal amount value of net Short-term securities - 9.46% (000) (000) assets U.S. Treasury Bills 1.915%-2.636% due 3/3-5/26/2005 2,558,200 2,551,850 2.60 Freddie Mac 2.372%-2.61% due 3/14-4/22/2005 648,014 646,691 .66 Federal Home Loan Bank 2.36%-2.585% due 3/11-4/29/2005 601,952 600,253 .61 Edison Asset Securitization LLC 2.40%-2.60% due 3/9-4/13/2005 (2) 123,300 123,101 .23 General Electric Capital Services, Inc. 2.48%-2.52% due 3/18-3/23/2005 100,000 99,858 Fannie Mae 2.42%-2.50% due 3/21-4/8/2005 200,000 199,666 .20 AIG Funding, Inc. 2.65% due 4/27/2005 50,000 49,795 .05 Other securities 5,025,789 5.11 TOTAL SHORT-TERM SECURITIES (cost: $9,297,077,000) 9,297,003 9.46 TOTAL INVESTMENT SECURITIES (cost: $82,021,956,000) 98,171,759 99.89 OTHER ASSETS LESS LIABILITIES 111,296 .11 NET ASSETS $98,283,055 100.00% "Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed. "Other securities" includes all issues that are not required to be disclosed in the summary investment portfolio. (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 $3,058,569,000, which represented 3.11% of the net assets of the fund. (3) Valued under fair value procedures adopted by authority of the Board of Directors. (4) Unaffiliated issuer at 2/28/2005 ADR = American Depositary Receipts See Notes to Financial Statements 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 for the six months ended February 28, 2005 appear below. Beginning Company shares or principal Purchases Sales amount Burlington Resources Inc. 19,760,000 - - Forest Laboratories, Inc. (1) 20,311,800 - - Maxim Integrated Products, Inc. 16,590,000 900,000 - Qwest Communications International Inc. (1) 7,773,100 110,126,900 - Qwest Capital Funding, Inc. 7.75% 2031 - 53,800,000 - U S WEST Capital Funding, Inc. 6.875% 2028 - 36,000,000 - Qwest Capital Funding, Inc. 7.625% 2021 - 25,000,000 - U S WEST Capital Funding, Inc. 6.50% 2018 - 25,250,000 - EOG Resources, Inc. 6,200,000 15,000 - Xilinx, Inc. 14,800,000 3,050,000 - Limited Brands, Inc. 20,700,000 - - USX-U.S. Steel Group - 7,375,000 - BJ Services Co. 3,000,000 5,975,000 - Altera Corp. (1) 15,700,000 4,200,000 - Harrah's Entertainment, Inc. 4,650,000 1,450,000 - Express Scripts, Inc. (1) 4,710,000 - - Microchip Technology Inc. 10,225,000 2,530,000 - Advanced Micro Devices, Inc. (1) 12,000,000 7,800,000 - ENSCO International Inc. 8,235,000 - - Rowan Companies, Inc. 6,450,000 - - American Pharmaceutical Partners, Inc. (1) 3,800,000 - - Brinker International, Inc. (1) 3,000,000 2,000,000 - Pogo Producing Co. 3,644,400 - - Teradyne, Inc. (1) 6,250,000 4,900,000 - Ceridian Corp. (1) 7,240,900 1,300,000 - Sabre Holdings Corp., Class A 7,062,811 - - SINA Corp. (1) 2,552,000 - - Broadview Networks Holdings Inc., Series E, convertible preferred (1) (2) (3) 1,588,972 - - Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (2) (3) 634,116 - - Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (2) (3) 96,812 - - Big Lots, Inc. (1) (4) 7,000,000 - 2,000,000 Ending Dividend/Interest Market Company shares or principal income value amount (000) (000) Burlington Resources Inc. 19,760,000 $ 3,359 $ 980,689 Forest Laboratories, Inc. (1) 20,311,800 - 867,314 Maxim Integrated Products, Inc. 17,490,000 3,318 752,420 Qwest Communications International Inc. (1) 117,900,000 - 459,810 Qwest Capital Funding, Inc. 7.75% 2031 53,800,000 1,437 49,563 U S WEST Capital Funding, Inc. 6.875% 2028 36,000,000 965 30,870 Qwest Capital Funding, Inc. 7.625% 2021 25,000,000 661 23,250 U S WEST Capital Funding, Inc. 6.50% 2018 25,250,000 703 22,094 EOG Resources, Inc. 6,215,000 745 566,311 Xilinx, Inc. 17,850,000 1,686 539,070 Limited Brands, Inc. 20,700,000 30,429 492,246 USX-U.S. Steel Group 7,375,000 572 459,905 BJ Services Co. 8,975,000 908 448,391 Altera Corp. (1) 19,900,000 - 412,726 Harrah's Entertainment, Inc. 6,100,000 3,547 400,099 Express Scripts, Inc. (1) 4,710,000 - 354,616 Microchip Technology Inc. 12,755,000 1,477 350,252 Advanced Micro Devices, Inc. (1) 19,800,000 - 345,510 ENSCO International Inc. 8,235,000 206 331,706 Rowan Companies, Inc. 6,450,000 1,612 204,336 American Pharmaceutical Partners, Inc. (1) 3,800,000 - 198,588 Brinker International, Inc. (1) 5,000,000 - 189,300 Pogo Producing Co. 3,644,400 456 177,154 Teradyne, Inc. (1) 11,150,000 - 171,933 Ceridian Corp. (1) 8,540,900 - 155,871 Sabre Holdings Corp., Class A 7,062,811 1,165 148,884 SINA Corp. (1) 2,552,000 - 72,809 Broadview Networks Holdings Inc., Series E, convertible preferred (1) (2) (3) 1,588,972 - 550 Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (2) (3) 634,116 - - Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (2) (3) 96,812 - - Big Lots, Inc. (1) (4) 5,000,000 - - $ 53,246 $ 9,206,267 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES unaudited at February 28, 2005 (dollars and shares in thousands, except per-share amounts) Assets: Investment securities at market: Unaffiliated issuers (cost: $74,778,065) $88,965,492 Affiliated issuers (cost: $7,243,891) 9,206,267 $98,171,759 Cash denominated in non-U.S. currencies (cost: $12,540) 13,620 Cash 71 Receivables for: Sales of investments 271,790 Sales of fund's shares 301,671 Dividends and interest 76,091 649,552 Other assets 280 98,835,282 Liabilities: Payables for: Purchases of investments 337,926 Repurchases of fund's shares 127,020 Investment advisory services 20,214 Services provided by affiliates 64,083 Deferred Directors' compensation 1,608 Other fees and expenses 1,376 552,227 Net assets at February 28, 2005 $98,283,055 Net assets consist of: Capital paid in on shares of capital stock $82,094,706 Undistributed net investment income 88,554 Accumulated net realized loss (51,488) Net unrealized appreciation 16,151,283 Net assets at February 28, 2005 $98,283,055 [Total authorized capital stock - 5,500,000 shares, $.001 par value (3,623,806 total shares outstanding) Net assets Shares outstanding Net asset value per share(1) Class A $60,837,727 2,230,976 $27.27 Class B 5,567,787 210,290 26.48 Class C 5,998,603 227,129 26.41 Class F 9,665,838 356,201 27.14 Class 529-A 1,111,635 40,888 27.19 Class 529-B 283,358 10,632 26.65 Class 529-C 362,642 13,602 26.66 Class 529-E 60,499 2,236 27.06 Class 529-F 23,349 860 27.15 Class R-1 94,763 3,537 26.79 Class R-2 1,245,439 46,507 26.78 Class R-3 4,881,431 180,940 26.98 Class R-4 5,966,711 219,968 27.13 Class R-5 2,183,273 80,040 27.28 (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 $28.93 and $28.85, respectively. See Notes to Financial Statements STATEMENT OF OPERATIONS for the six months ended February 28, 2005 Investment income: unaudited Income: (dollars in thousands) Dividends (net of non-U.S. withholding tax of $2,810; also includes $49,480 from affiliates) $569,751 Interest (also includes $3,766 from affiliates) 102,572 $672,323 Fees and expenses: Investment advisory services 127,767 Distribution services 158,410 Transfer agent services 37,176 Administrative services 24,155 Reports to shareholders 1,524 Registration statement and prospectus 3,586 Postage, stationery and supplies 5,030 Directors' compensation 296 Auditing and legal 68 Custodian 2,775 State and local taxes 1 Other 199 Total expenses before reimbursement/waiver 360,987 Reimbursement/waiver of expenses 6,604 354,383 Net investment income 317,940 Net realized gain and unrealized appreciation on investments and non-U.S. currency: Net realized gain (loss) on: Investments (includes $4,559 net loss from affiliates) 368,531 Non-U.S. currency transactions (1,240) 367,291 Net unrealized appreciation on: Investments 9,143,116 Non-U.S. currency translations 545 9,143,661 Net realized gain and unrealized appreciation on investments and non-U.S. currency 9,510,952 Net increase in net assets resulting from operations $9,828,892 See Notes to Financial Statements STATEMENT OF CHANGES IN NET ASSETS (dollars in thousands) Six months Year ended ended February 28, August 31, 2005(*) 2004 Operations: Net investment income $317,940 $57,036 Net realized gain on investments and non-U.S. currency transactions 367,291 1,517,009 Net unrealized appreciation on investments and non-U.S. currency translations 9,143,661 2,933,858 Net increase in net assets resulting from operations 9,828,892 4,507,903 Dividends paid to shareholders from net investment income (281,649) (20,306) Capital share transactions 9,536,940 21,009,117 Total increase in net assets 19,084,183 25,496,714 Net assets: Beginning of period 79,198,872 53,702,158 End of period (including undistributed net investment income: $88,554 and $52,263, respectively) $98,283,055 $79,198,872 (*)Unaudited See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS unaudited 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION - The Growth Fund of America, Inc. (the "fund") is registered under the Investment Company Act of 1940 as an open-end, diversified management investment company. The fund invests in a wide range of companies that appear to offer superior opportunities for growth of capital. The fund offers 14 share classes consisting of four retail share classes, five CollegeAmerica(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, respectively, six years of purchase 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. CollegeAmerica is a registered trademark of the Virginia College Savings Plan.(SM) 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 bid prices, if asked prices are not available) or at prices for securities of comparable maturity, quality and type. Securities with both fixed-income and equity characteristics, or equity securities traded principally among fixed-income dealers, are valued in the manner described above for either equity or fixed-income securities, depending on which method is deemed most appropriate by the investment adviser. Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities purchased with greater than 60 days to maturity with 60 days or less remaining to maturity is determined based on the market value on the 61st day. 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 under procedures adopted 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 certain securities within 30 days of purchase; deferred expenses; cost of investments sold; and net capital losses. The fiscal year in which amounts are distributed may differ from the year in which the net investment income and net realized gains are recorded by the fund. As of February 28, 2005, the cost of investment securities for federal income tax purposes was $82,034,609,000. As of February 28, 2005, the components of distributable earnings on a tax basis were as follows (dollars in thousands): Undistributed net investment income and currency gains $88,812 Accumulated short-term capital losses (378,703) Undistributed long-term capital gains 341,108 Gross unrealized appreciation on investment securities 18,312,021 Gross unrealized depreciation on investment securities (2,174,871) Net unrealized appreciation on investment securities 16,137,150 Accumulated short-term capital losses above include a capital loss carryforward of $405,043,000 expiring in 2011. The capital loss carryforward will be used to offset any capital gains realized by the fund in the current year or in subsequent years through the expiration date. The fund will not make distributions from capital gains while capital loss carryforwards remain. During the six months ended February 28, 2005, the fund realized, on a tax basis, a net capital gain of $367,448,000. Ordinary income distributions paid to shareholders from net investment income and currency gains were as follows (dollars in thousands): SHARE CLASS SIX MONTHS ENDED FEBRUARY 28, 2005 YEAR ENDED AUGUST 31, 2004 Class A $ 196,961 $ 11,834 Class B - - Class C - - Class F 33,311 4,078 Class 529-A 3,700 640 Class 529-B - - Class 529-C - - Class 529-E 20 - Class 529-F 69 9 Class R-1 - - Class R-2 - - Class R-3 9,434 1,019 Class R-4 24,656 1,782 Class R-5 13,498 944 Total $ 281,649 $ 20,306 (*) Amount less than one thousand. 4. FEES AND TRANSACTIONS WITH RELATED PARTIES Capital Research and Management Company ("CRMC"), the fund's investment adviser, is the parent company of American Funds Service Company ("AFS"), the fund's transfer agent, and American Funds Distributors, Inc. ("AFD"), the principal underwriter of the fund's shares. INVESTMENT ADVISORY SERVICES - The Investment Advisory and Service Agreement with CRMC provides for monthly fees accrued daily. These fees are based on a declining series of annual rates beginning with 0.50% on the first $1 billion of daily net assets and decreasing to 0.260% on such assets in excess of $89 billion. During the six months ended February 28, 2005, CRMC reduced investment advisory services fees by $6,388,000. As a result, the fee shown on the accompanying financial statements of $127,767,000, which was equivalent to an annualized rate of 0.287%, was reduced to $121,379,000, or 0.273% 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 on the following page. In some cases, the Board of Directors has approved expense amounts lower than plan limits. All share classes may use up to 0.25% of average daily net assets to pay service fees, or to compensate AFD for paying service fees, to firms that have entered into agreements with AFD for providing certain shareholder services. Expenses in excess of these amounts, up to approved limits, may be used to compensate dealers and wholesalers for shares sold. For classes A and 529-A, the Board of Directors has also approved the reimbursement of dealer and wholesaler commissions paid by AFD for certain shares sold without a sales charge. Each class reimburses AFD for amounts billed within the prior 15 months but only to the extent that the overall annual expense limit of 0.25% is not exceeded. As of February 28, 2005, unreimbursed expenses subject to reimbursement totaled $12,418,000 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 six months ended February 28, 2005, CRMC agreed to pay a portion of these fees for Class R-2. For the six months ended February 28, 2005, the total fees paid by CRMC were $216,000 for Class R-2. Administrative services fees are presented gross of any payments made by CRMC. 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. Expenses under the agreements described on the previous page for the six months ended February 28, 2005, 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 $70,978 $34,081 Not applicable Not applicable Not applicable Class B 26,043 3,095 Not applicable Not applicable Not applicable Class C 27,034 Included $4,055 $714 Not applicable in administrative services Class F 10,507 Included 6,304 483 Not applicable in administrative services Class 529-A 702 Included 717 87 $ 478 in administrative services Class 529-B 1,256 Included 188 60 125 in administrative services Class 529-C 1,580 Included 237 63 158 in administrative services Class 529-E 131 Included 39 5 26 in administrative services Class 529-F 25 Included 15 2 10 in administrative services Class R-1 367 Included 55 15 Not applicable in administrative services Class R-2 3,917 Included 783 1,611 Not applicable in administrative services Class R-3 9,964 Included 2,989 470 Not applicable in administrative services Class R-4 5,906 Included 3,544 51 Not applicable in administrative services Class R-5 Not applicable Included 854 17 Not applicable in administrative services Total $158,410 $37,176 $19,780 $3,578 $797 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 of $296,000, shown on the accompanying financial statements, includes $165,000 in current fees (either paid in cash or deferred) and a net increase of $131,000 in the value of the deferred amounts. AFFILIATED OFFICERS AND DIRECTORS - Officers and certain Directors of the fund are or may be considered to be affiliated with CRMC, AFS and AFD. No affiliated officers or Directors received any compensation directly from the fund. 5. CAPITAL SHARE TRANSACTIONS Capital share transactions in the fund were as follows (dollars and shares in thousands): Reinvestments of dividends Share class Sales(1) and distributions Amount Shares Amount Shares Six months ended February 28, 2005 Class A $5,934,087 225,715 $ 188,687 7,093 Class B 435,035 17,104 - - Class C 933,438 36,640 - - Class F 2,069,706 79,111 28,586 1,080 Class 529-A 213,184 8,105 3,700 140 Class 529-B 41,612 1,619 - - Class 529-C 65,205 2,528 - - Class 529-E 12,053 461 20 1 Class 529-F 6,294 242 69 3 Class R-1 39,783 1,537 - - Class R-2 387,352 15,011 - - Class R-3 1,714,389 65,861 9,421 358 Class R-4 2,636,925 101,616 24,612 930 Class R-5 1,044,538 39,861 13,271 499 Total net increase (decrease) $15,533,601 595,411 $ 268,366 10,104 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 Share class Repurchases(1) Net increase Amount Shares Amount Shares Six months ended February 28, 2005 Class A $ (3,886,004) (147,781) $2,236,770 85,027 Class B (218,334) (8,575) 216,701 8,529 Class C (326,780) (12,831) 606,658 23,809 Class F (560,059) (21,455) 1,538,233 58,736 Class 529-A (21,206) (806) 195,678 7,439 Class 529-B (3,518) (136) 38,094 1,483 Class 529-C (8,671) (336) 56,534 2,192 Class 529-E (1,472) (56) 10,601 406 Class 529-F (553) (21) 5,810 224 Class R-1 (9,651) (374) 30,132 1,163 Class R-2 (108,576) (4,210) 278,776 10,801 Class R-3 (402,868) (15,444) 1,320,942 50,775 Class R-4 (496,087) (18,948) 2,165,450 83,598 Class R-5 (221,248) (8,444) 836,561 31,916 Total net increase (decrease) $ (6,265,027) (239,417) $9,536,940 366,098 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 (*) 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 $18,111,984,000 and $9,800,959,000, respectively, during the six months ended February 28, 2005. The fund receives a reduction in its custodian fee equal to the amount of interest calculated on certain cash balances held at the custodian bank. For the six months ended February 28, 2005, the custodian fee of $2,775,000, shown on the accompanying financial statements, includes $58,000 that was offset by this reduction, rather than paid in cash. Financial highlights(1) Income (loss) from investment operations(2) Net Net asset gains (losses) value, Net on securities Total from beginning investment (both realized investment of period income (loss) and unrealized) operations Class A: Six months ended 2/28/2005(5) $24.43 $.11 $2.82 $2.93 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: Six months ended 2/28/2005(5) 23.73 .01 2.74 2.75 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 -(7) 3.35 3.35 Class C: Six months ended 2/28/2005(5) 23.68 -(7) 2.73 2.73 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: Six months ended 2/28/2005(5) 24.33 .10 2.81 2.91 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: Six months ended 2/28/2005(5) 24.38 .10 2.81 2.91 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: Six months ended 2/28/2005(5) 23.91 (.01) 2.75 2.74 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: Six months ended 2/28/2005(5) 23.91 (.01) 2.76 2.75 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: Six months ended 2/28/2005(5) 24.22 .06 2.79 2.85 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: Six months ended 2/28/2005(5) 24.34 .09 2.81 2.90 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 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: Six months ended 2/28/2005(5) $24.02 $ -(7) $2.77 $2.77 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: Six months ended 2/28/2005(5) 24.01 .01 2.76 2.77 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: Six months ended 2/28/2005(5) 24.18 .07 2.79 2.86 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: Six months ended 2/28/2005(5) 24.35 .10 2.81 2.91 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: Six months ended 2/28/2005(5) 24.50 .15 2.82 2.97 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) Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end Total income) gains) distributions of period return(3) Class A: Six months ended 2/28/2005(5) $(.09) $- $(.09) $27.27 12.00% Year ended 8/31/2004 (.01) - (.01) 24.43 8.65 Year ended 8/31/2003 (.02) - (.02) 22.49 21.23 Year ended 8/31/2002 (.05) - (.05) 18.57 (19.80) Year ended 8/31/2001 (.15) (4.09) (4.24) 23.20 (25.28) Year ended 8/31/2000 (.04) (3.20) (3.24) 35.91 53.51 Class B: Six months ended 2/28/2005(5) - - - 26.48 11.59 Year ended 8/31/2004 - - - 23.73 7.86 Year ended 8/31/2003 - - - 22.00 20.35 Year ended 8/31/2002 - - - 18.28 (20.45) Year ended 8/31/2001 (.09) (4.09) (4.18) 22.98 (25.83) Period from 3/15/2000 to 8/31/2000 - - - 35.79 10.33 Class C: Six months ended 2/28/2005(5) - - - 26.41 11.53 Year ended 8/31/2004 - - - 23.68 7.83 Year ended 8/31/2003 - - - 21.96 20.26 Year ended 8/31/2002 - - - 18.26 (20.44) Period from 3/15/2001 to 8/31/2001 - - - 22.95 (3.49) Class F: Six months ended 2/28/2005(5) (.10) - (.10) 27.14 11.98 Year ended 8/31/2004 (.02) - (.02) 24.33 8.66 Year ended 8/31/2003 (.04) - (.04) 22.41 21.22 Year ended 8/31/2002 (.08) - (.08) 18.53 (19.83) Period from 3/15/2001 to 8/31/2001 - - - 23.19 (3.05) Class 529-A: Six months ended 2/28/2005(5) (.10) - (.10) 27.19 11.95 Year ended 8/31/2004 (.03) - (.03) 24.38 8.63 Year ended 8/31/2003 (.04) - (.04) 22.47 21.35 Period from 2/15/2002 to 8/31/2002 - - - 18.56 (17.95) Class 529-B: Six months ended 2/28/2005(5) - - - 26.65 11.46 Year ended 8/31/2004 - - - 23.91 7.70 Year ended 8/31/2003 - - - 22.20 20.13 Period from 2/15/2002 to 8/31/2002 - - - 18.48 (18.30) Class 529-C: Six months ended 2/28/2005(5) - - - 26.66 11.50 Year ended 8/31/2004 - - - 23.91 7.65 Year ended 8/31/2003 - - - 22.21 20.18 Period from 2/15/2002 to 8/31/2002 - - - 18.48 (18.30) Class 529-E: Six months ended 2/28/2005(5) (.01) - (.01) 27.06 11.77 Year ended 8/31/2004 - - - 24.22 8.27 Year ended 8/31/2003 (.03) - (.03) 22.37 20.78 Period from 3/1/2002 to 8/31/2002 - - - 18.55 (19.17) Class 529-F: Six months ended 2/28/2005(5) (.09) - (.09) 27.15 11.92 Year ended 8/31/2004 (.02) - (.02) 24.34 8.53 Period from 9/16/2002 to 8/31/2003 (.03) - (.03) 22.45 22.27 Dividends and distributions Dividends (from net Distributions Total Net asset investment (from capital dividends and value, end Total income) gains) distributions of period return Class R-1: Six months ended 2/28/2005(5) $ - $ - $ - $26.79 11.53% Year ended 8/31/2004 - - - 24.02 7.81 Year ended 8/31/2003 (.01) - (.01) 22.28 20.29 Period from 6/6/2002 to 8/31/2002 - - - 18.53 (12.10) Class R-2: Six months ended 2/28/2005(5) - - - 26.78 11.54 Year ended 8/31/2004 - - - 24.01 7.86 Year ended 8/31/2003 (.03) - (.03) 22.26 20.29 Period from 5/21/2002 to 8/31/2002 - - - 18.53 (16.19) Class R-3: Six months ended 2/28/2005(5) (.06) - (.06) 26.98 11.83 Year ended 8/31/2004 (.02) - (.02) 24.18 8.28 Year ended 8/31/2003 (.04) - (.04) 22.35 20.75 Period from 5/21/2002 to 8/31/2002 - - - 18.55 (16.10) Class R-4: Six months ended 2/28/2005(5) (.13) - (.13) 27.13 11.94 Year ended 8/31/2004 (.04) - (.04) 24.35 8.70 Year ended 8/31/2003 (.05) - (.05) 22.44 21.19 Period from 5/28/2002 to 8/31/2002 - - - 18.57 (15.63) Class R-5: Six months ended 2/28/2005(5) (.19) - (.19) 27.28 12.15 Year ended 8/31/2004 (.05) - (.05) 24.50 9.02 Year ended 8/31/2003 (.06) - (.06) 22.52 21.61 Period from 5/15/2002 to 8/31/2002 - - - 18.58 (17.05) Ratio of expenses Ratio of expenses to average to average Ratio of Net assets, net assets net assets net income (loss) end of period before reimbursements/ after reimbursements/ to average (in millions) waivers waivers(4) net assets Class A: Six months ended 2/28/2005(5) $60,838 .69%(6) .67%(6) .84%(6) Year ended 8/31/2004 52,432 .70 .70 .20 Year ended 8/31/2003 41,267 .76 .76 .28 Year ended 8/31/2002 30,644 .75 .75 .18 Year ended 8/31/2001 34,312 .71 .71 .56 Year ended 8/31/2000 40,671 .70 .70 .58 Class B: Six months ended 2/28/2005(5) 5,568 1.44(6) 1.42(6) .09(6) Year ended 8/31/2004 4,788 1.44 1.44 (.55) Year ended 8/31/2003 3,490 1.53 1.53 (.49) Year ended 8/31/2002 2,170 1.52 1.52 (.60) Year ended 8/31/2001 1,437 1.48 1.48 (.29) Period from 3/15/2000 to 8/31/2000 424 .66 .66 (.01) Class C: Six months ended 2/28/2005(5) 5,999 1.5(6) 1.48(6) .03(6) Year ended 8/31/2004 4,814 1.50 1.50 (.60) Year ended 8/31/2003 2,762 1.55 1.55 (.52) Year ended 8/31/2002 1,370 1.55 1.55 (.63) Period from 3/15/2001 to 8/31/2001 385 .80 .80 (.34) Class F: Six months ended 2/28/2005(5) 9,666 .72(6) .71(6) .80(6) Year ended 8/31/2004 7,237 .72 .72 .17 Year ended 8/31/2003 3,721 .75 .75 .28 Year ended 8/31/2002 1,576 .77 .77 .15 Period from 3/15/2001 to 8/31/2001 350 .38 .38 .08 Class 529-A: Six months ended 2/28/2005(5) 1,112 .73(6) .72(6) .78(6) Year ended 8/31/2004 815 .74 .74 .16 Year ended 8/31/2003 409 .67 .67 .36 Period from 2/15/2002 to 8/31/2002 144 .86(6) .86(6) .07(6) Class 529-B: Six months ended 2/28/2005(5) 283 1.62(6) 1.60(6) (.10)(6) Year ended 8/31/2004 219 1.62 1.62 (.72) Year ended 8/31/2003 120 1.66 1.66 (.63) Period from 2/15/2002 to 8/31/2002 39 1.66(6) 1.66(6) (.74)(6) Class 529-C: Six months ended 2/28/2005(5) 363 1.61(6) 1.59(6) (.09)(6) Year ended 8/31/2004 273 1.61 1.61 (.71) Year ended 8/31/2003 136 1.65 1.65 (.61) Period from 2/15/2002 to 8/31/2002 45 1.64(6) 1.64(6) (.72)(6) Class 529-E: Six months ended 2/28/2005(5) 60 1.09(6) 1.07(6) .43(6) Year ended 8/31/2004 44 1.09 1.09 (.19) Year ended 8/31/2003 23 1.11 1.11 (.08) Period from 3/1/2002 to 8/31/2002 6 .56 .56 (.10) Class 529-F: Six months ended 2/28/2005(5) 23 .84(6) .82(6) .68(6) Year ended 8/31/2004 16 .84 .84 .07 Period from 9/16/2002 to 8/31/2003 5 .86(6) .86(6) .16(6) Financial highlights Ratio of expenses Ratio of expenses to average to average Ratio of Net assets, net assets net assets net income (loss) end of period before reimbursements/ after reimbursements/ to average (in millions) waivers waivers(4) net assets Class R-1: Six months ended 2/28/2005(5) $95 1.50%(6) 1.49%(6) 0.01%(6) Year ended 8/31/2004 57 1.51 1.51 (.61) Year ended 8/31/2003 23 1.59 1.53 (.53) Period from 6/6/2002 to 8/31/2002 1 .46 .36 (.16) Class R-2: Six months ended 2/28/2005(5) 1,245 1.52(6) 1.46(6) .04(6) Year ended 8/31/2004 857 1.60 1.48 (.57) Year ended 8/31/2003 305 1.82 1.49 (.49) Period from 5/21/2002 to 8/31/2002 8 .49 .42 (.17) Class R-3: Six months ended 2/28/2005(5) 4,881 .98(6) .97 (6) .53(6) Year ended 8/31/2004 3,148 1.05 1.05 (.14) Year ended 8/31/2003 743 1.11 1.11 (.11) Period from 5/21/2002 to 8/31/2002 11 .33 .31 (.06) Class R-4: Six months ended 2/28/2005(5) 5,967 .71 (6) .70(6) .81(6) Year ended 8/31/2004 3,320 .71 .71 .20 Year ended 8/31/2003 401 .74 .74 .26 Period from 5/28/2002 to 8/31/2002 3 .25 .20 .05 Class R-5: Six months ended 2/28/2005(5) 2,183 .41(6) .40(6) 1.11(6) Year ended 8/31/2004 1,179 .41 .41 .50 Year ended 8/31/2003 297 .43 .43 .56 Period from 5/15/2002 to 8/31/2002 95 .13 .13 .14 Six months ended February 28, Year ended August 31 2005(5) 2004 2003 2002 2001 Portfolio turnover rate for all classes of shares 12% 19% 25% 30% 36% (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/waivers from CRMC.During the six months ended 2/28/2005, CRMC reduced fees for investment advisory services for all share classes. In addition, during the start-up period for the retirement plan share classes (except Class R-5), CRMC agreed to pay a portion of the fees related to transfer agent services. (5) Unaudited. (6) Annualized. (7) Amount less than one cent. See Notes to Financial Statements EXPENSE EXAMPLE (unaudited) 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 (September 1, 2004 through February 28, 2005). 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 can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated above. In addition, your ending account value would also be lower by the amount of these fees. 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 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 can estimate the impact of these fees by adding the amount of the fees to the total estimated expenses you paid on your account during the period as calculated above. In addition, your ending account value would also be lower by the amount of these fees. 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 ENDING EXPENSES ANNUALIZED ACCOUNT ACCOUNT PAID DURING EXPENSE RATIO VALUE VALUE PERIOD(1) 9/1/2004 2/28/2005 Class A -- actual return $ 1,000.00 1,120.01 $3.52 .67% Class A -- assumed 5% return 1,000.00 1,021.47 3.36 .67 Class B -- actual return 1,000.00 1,115.89 7.45 1.42 Class B -- assumed 5% return 1,000.00 1,017.75 7.10 1.42 Class C -- actual return 1,000.00 1,115.29 7.76 1.48 Class C -- assumed 5% return 1,000.00 1,017.46 7.40 1.48 Class F -- actual return 1,000.00 1,119.80 3.73 .71 Class F -- assumed 5% return 1,000.00 1,021.27 3.56 .71 Class 529-A -- actual return 1,000.00 1,119.49 3.78 .72 Class 529-A -- assumed 5% return 1,000.00 1,021.22 3.61 .72 Class 529-B -- actual return 1,000.00 1,114.61 8.39 1.60 Class 529-B -- assumed 5% return 1,000.00 1,016.86 8.00 1.60 Class 529-C -- actual return 1,000.00 1,115.03 8.34 1.59 Class 529-C -- assumed 5% return 1,000.00 1,016.91 7.95 1.59 Class 529-E -- actual return 1,000.00 1,117.69 5.62 1.07 Class 529-E -- assumed 5% return 1,000.00 1,019.49 5.36 1.07 Class 529-F -- actual return 1,000.00 1,119.23 4.31 .82 Class 529-F -- assumed 5% return 1,000.00 1,020.73 4.11 .82 Class R-1 -- actual return 1,000.00 1,115.32 7.81 1.49 Class R-1 -- assumed 5% return 1,000.00 1,017.41 7.45 1.49 Class R-2 -- actual return 1,000.00 1,115.36 7.66 1.46 Class R-2 -- assumed 5% return 1,000.00 1,017.55 7.30 1.46 Class R-3 -- actual return 1,000.00 1,118.35 5.09 .97 Class R-3 -- assumed 5% return 1,000.00 1,019.98 4.86 .97 Class R-4 -- actual return 1,000.00 1,119.41 3.68 .70 Class R-4 -- assumed 5% return 1,000.00 1,021.32 3.51 .70 Class R-5 -- actual return 1,000.00 1,121.45 2.10 .40 Class R-5 -- assumed 5% return 1,000.00 1,022.81 2.01 .40 (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 (181), and divided by 365 (to reflect the one-half year period). 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 March 31, 2005 (the most recent calendar quarter): 1 year 5 years 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 +0.42% -2.89% -1.63%(1) Not reflecting CDSC +5.42% -2.55% -1.46%(1) Class C shares Reflecting CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +4.39% -- +2.25%(2) Not reflecting CDSC +5.39% -- +2.25%(2) Class F shares(3) Not reflecting annual asset-based fee charged by sponsoring firm +6.18% -- +3.07%(2) Class 529-A shares Reflecting 5.75% maximum sales charge +0.08% -- +3.84%(4) Not reflecting maximum sales charge +6.21% -- +5.83%(4) Class 529-B shares Reflecting applicable CDSC, maximum of 5%, payable only if shares are sold within six years of purchase +0.25% -- +4.01%(4) Not reflecting CDSC +5.25% -- +4.89%(4) Class 529-C shares Reflecting applicable CDSC, maximum of 1%, payable only if shares are sold within one year of purchase +4.25% -- +4.90%(4) Not reflecting CDSC +5.25% -- +4.90%(4) Class 529-E shares(3) +5.79% -- +5.05%(5) Class 529-F shares(3) Not reflecting annual asset-based fee charged by sponsoring firm +6.05% -- +16.19%(6) The fund's investment adviser is waiving a portion of its management fees. Results shown reflect the waiver. Please see the Financial Highlights table on page 22 for details. (1) Average annual total return from March 15, 2000, when Class B shares were first sold. (2) Average annual total return from March 15, 2001, when Class C and Class F shares were first sold. (3) These shares are sold without any initial or contingent deferred sales charge. (4) Average annual total return from February 15, 2002, when Class 529-A, Class 529-B and Class 529-C shares were first sold. (5) Average annual total return from March 1, 2002, when Class 529-E shares were first sold. (6) Average annual total return from September 16, 2002, when Class 529-F shares were first sold. OFFICE OF THE FUND One Market Steuart Tower, Suite 1800 Mailing address: P.O. Box 7650 San Francisco, CA 94120-7650 INVESTMENT ADVISER Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071-1406 135 South State College Boulevard Brea, CA 92821-5823 TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS American Funds Service Company (Please write to the address nearest you.) P.O. Box 25065 Santa Ana, CA 92799-5065 P.O. Box 659522 San Antonio, TX 78265-9522 P.O. Box 6007 Indianapolis, IN 46206-6007 P.O. Box 2280 Norfolk, VA 23501-2280 CUSTODIAN OF ASSETS State Street Bank and Trust Company 225 Franklin Street Boston, MA 02105-1713 COUNSEL Paul, Hastings, Janofsky & Walker LLP 515 South Flower Street Los Angeles, CA 90071-2228 INDEPENDENT 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 (AFS) 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 FREE OF CHARGE ON THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV, ON THE AMERICAN FUNDS WEBSITE OR UPON REQUEST BY CALLING AFS. THE FUND'S PROXY VOTING RECORD FOR THE 12 MONTHS ENDED JUNE 30, 2004, IS ALSO AVAILABLE ON THE SEC AND AMERICAN FUNDS WEBSITES. A complete February 28, 2005, portfolio of The Growth Fund of America's investments is available free of charge on the SEC website or upon request by calling AFS. The Growth Fund of America files a complete list of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available free of charge on the SEC website or upon request by calling AFS. You may also review or, for a fee, copy the forms at the SEC'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 June 30, 2005, 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 30 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 AMCAP Fund(R) EuroPacific Growth Fund(R) > THE GROWTH FUND OF AMERICA(R) The New Economy Fund(R) New Perspective Fund(R) New World FundSM SMALLCAP World Fund(R) o GROWTH-AND-INCOME FUNDS American Mutual Fund(R) Capital World Growth and Income FundSM Fundamental InvestorsSM The Investment Company of America(R) Washington Mutual Investors FundSM o EQUITY-INCOME FUNDS Capital Income Builder(R) The Income Fund of America(R) o BALANCED FUND American Balanced Fund(R) o BOND FUNDS American High-Income TrustSM The Bond Fund of AmericaSM Capital World Bond Fund(R) Intermediate Bond Fund of America(R) U.S. Government Securities FundSM o TAX-EXEMPT BOND FUNDS American High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of AmericaSM 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 AmericaSM The U.S. Treasury Money Fund of AmericaSM THE CAPITAL GROUP COMPANIES American Funds Capital Research and Management Capital International Capital Guardian Capital Bank and Trust Lit. No. MFGESR-905-0405P Litho in USA AGD/GRS/8084-S1936 Printed on recycled paper ITEM 2 - Code of Ethics Not applicable for filing of Semiannual Reports to Shareholders. ITEM 3 - Audit Committee Financial Expert Not applicable for filing of Semiannual Reports to Shareholders. ITEM 4 - Principal Accountant Fees and Services Not applicable for filing of Semiannual Reports to Shareholders. ITEM 5 - Audit Committee of Listed Registrants Not applicable. ITEM 6 - Schedule of Investments [logo - AMERICAN FUNDS (r)] THE GROWTH FUND OF AMERICA INVESTMENT PORTFOLIO February 28, 2005 unaudited Market value Common stocks -- 90.18% Shares (000) INFORMATION TECHNOLOGY -- 18.46% Microsoft Corp. 73,225,000 $1,843,806 Texas Instruments Inc. 43,120,200 1,141,392 Google Inc., Class A(1) 5,272,100 991,102 Taiwan Semiconductor Manufacturing Co. Ltd. 534,756,085 946,623 Applied Materials, Inc.(1) 47,165,000 825,387 First Data Corp. 19,440,000 797,429 Corning Inc.(1) 66,145,000 758,683 Maxim Integrated Products, Inc.(2) 17,490,000 752,420 Linear Technology Corp. 15,175,000 592,735 Xilinx, Inc.(2) 17,850,000 539,070 Samsung Electronics Co., Ltd. 983,800 516,397 Analog Devices, Inc. 13,216,666 485,316 Yahoo! Inc.(1) 14,450,554 466,319 Cisco Systems, Inc.(1) 24,364,500 424,430 Altera Corp.(1,2) 19,900,000 412,726 KLA-Tencor Corp.(1) 8,100,000 400,221 Microchip Technology Inc.(2) 12,755,000 350,252 Advanced Micro Devices, Inc.(1,2) 19,800,000 345,510 Micron Technology, Inc.(1) 28,510,000 327,865 Automatic Data Processing, Inc. 7,500,000 322,200 Sun Microsystems, Inc.(1) 71,546,700 301,927 Intuit Inc.(1) 6,334,900 271,134 International Business Machines Corp. 2,515,000 232,839 EMC Corp.(1) 17,700,000 224,082 CDW Corp. 3,500,000 201,145 Murata Manufacturing Co., Ltd. 3,524,000 194,916 Flextronics International Ltd.(1) 14,075,000 187,901 AU Optronics Corp. 115,400,000 180,510 Rohm Co., Ltd. 1,757,000 176,877 ASML Holding NV (New York registered)(1) 9,625,000 176,330 Teradyne, Inc.(1,2) 11,150,000 171,933 Cadence Design Systems, Inc.(1) 12,400,000 170,872 Ceridian Corp.(1,2) 8,540,900 155,871 Solectron Corp.(1) 30,470,600 150,829 Sabre Holdings Corp., Class A(2) 7,062,811 148,884 Fujitsu Ltd. 22,260,000 146,554 QUALCOMM Inc.(1) 4,000,000 144,440 Hirose Electric Co., Ltd. 1,265,000 140,421 VeriSign, Inc.(1) 4,752,500 130,314 Nortel Networks Corp.(1) 44,300,000 118,724 Hewlett-Packard Co. 5,638,500 117,281 Dell Inc.(1) 2,857,800 114,569 Hoya Corp. 1,051,000 114,152 Hon Hai Precision Industry Co., Ltd. 22,884,974 106,433 Mediatek Incorporation 12,416,759 93,116 Compuware Corp.(1) 13,000,000 87,880 Freescale Semiconductor, Inc., Class A(1) 4,500,000 85,050 Lucent Technologies Inc.(1) 27,500,000 84,425 SINA Corp.(1,2) 2,552,000 72,809 Paychex, Inc. 2,273,019 72,577 National Instruments Corp. 2,250,000 64,260 Agere Systems Inc., Class A(1) 36,821,247 60,387 Oracle Corp.(1) 4,475,000 57,772 Alcatel (ADR)(1) 4,000,000 51,960 Jabil Circuit, Inc.(1) 1,640,000 42,164 Sanmina-SCI Corp.(1) 4,570,000 25,363 Motorola, Inc. 1,276,500 19,990 Cypress Semiconductor Corp.(1) 300,000 4,224 VIA Technologies, Inc.(1) 417,384 242 18,141,040 CONSUMER DISCRETIONARY -- 16.68% Time Warner Inc.(1) 118,900,000 2,048,647 Lowe's Companies, Inc. 30,820,400 1,811,623 Target Corp. 34,085,000 1,732,200 Comcast Corp., Class A(1) 23,969,387 780,204 Comcast Corp., Class A, special nonvoting stock(1) 10,050,000 320,193 IAC/InterActiveCorp(1) 42,750,000 961,875 Carnival Corp., units 15,050,000 818,419 Liberty Media Corp., Class A(1) 80,375,000 815,002 News Corp. Inc., Class A 43,007,500 715,645 Clear Channel Communications, Inc. 21,085,000 701,709 Best Buy Co., Inc. 12,540,800 677,454 Starbucks Corp.(1) 11,329,200 586,966 Limited Brands, Inc.(2) 20,700,000 492,246 Harrah's Entertainment, Inc.(2) 6,100,000 400,099 Gap, Inc. 18,703,700 398,950 International Game Technology 9,200,000 280,232 Liberty Media International, Inc., Class A(1) 5,576,386 241,067 UnitedGlobalCom, Inc., Class A(1) 25,200,000 234,360 Michaels Stores, Inc. 6,700,000 213,663 Brinker International, Inc.(1,2) 5,000,000 189,300 Walt Disney Co. 6,472,000 180,828 Fox Entertainment Group, Inc., Class A(1) 4,545,000 151,348 Harley-Davidson Motor Co. 2,407,200 148,958 Ross Stores, Inc. 5,225,000 146,300 Toys "R" Us, Inc.(1) 6,000,000 137,220 Yamada Denki Co., Ltd. 2,640,000 131,368 Magna International Inc., Class A 1,701,000 125,789 A. H. Belo Corp., Class A 4,850,000 114,460 Toyota Motor Corp. 2,730,000 106,326 Interpublic Group of Companies, Inc.(1) 7,700,000 101,178 Outback Steakhouse, Inc. 2,159,500 96,983 Lennar Corp., Class A 1,500,000 91,230 TJX Companies, Inc. 3,000,000 73,260 Dana Corp. 5,000,000 72,100 Gentex Corp. 2,000,000 67,820 Big Lots, Inc.(1) 5,000,000 58,350 CarMax, Inc.(1) 1,547,000 51,051 Viacom Inc., Class B, nonvoting 1,175,000 41,007 Viacom Inc., Class A 250,000 8,822 McDonald's Corp. 1,300,000 43,004 MGM Mirage, Inc.(1) 386,100 28,637 Circuit City Stores, Inc. 80,000 1,250 16,397,143 ENERGY -- 12.80% Schlumberger Ltd. 14,698,300 1,108,987 Burlington Resources Inc.(2) 19,760,000 980,689 Devon Energy Corp. 19,280,000 902,111 Transocean Inc.(1) 12,649,900 613,267 Canadian Natural Resources, Ltd. 10,640,000 604,881 Suncor Energy Inc. 15,325,323 593,796 EOG Resources, Inc.(2) 6,215,000 566,311 Halliburton Co. 11,905,000 523,463 LUKoil Holding (ADR) 3,320,000 463,970 Petro-Canada 8,150,000 451,559 BJ Services Co.(2) 8,975,000 448,391 Baker Hughes Inc. 9,241,900 436,957 Noble Corp. 6,675,000 380,942 Apache Corp. 5,936,160 373,266 ENSCO International Inc.(2) 8,235,000 331,706 Diamond Offshore Drilling, Inc. 6,425,000 318,037 BG Group PLC 40,291,737 316,168 Nexen Inc. 6,251,609 316,105 MOL Magyar Olaj- es Gazipari Rt. 3,325,000 292,771 Cross Timbers Oil Co. 6,150,000 279,948 Valero Energy Corp. 3,750,000 267,150 Occidental Petroleum Corp. 3,000,000 210,810 Shell Canada Ltd. 2,980,000 206,780 Rowan Companies, Inc.(2) 6,450,000 204,336 Premcor Inc. 3,560,000 195,373 Weatherford International Ltd.(1) 3,000,000 178,830 Pogo Producing Co.(2) 3,644,400 177,154 Imperial Oil Ltd. 2,013,822 145,503 Norsk Hydro ASA (ADR) 1,567,800 135,317 Unocal Corp. 2,345,000 126,864 Exxon Mobil Corp. 1,900,000 120,289 Anadarko Petroleum Corp. 1,500,000 115,290 Repsol International Finance BV 4,000,000 108,968 Murphy Oil Corp. 878,000 87,835 12,583,824 HEALTH CARE -- 11.36% Sanofi-Aventis 19,232,638 1,539,188 WellPoint, Inc.(1) 9,487,400 1,158,032 Forest Laboratories, Inc.(1,2) 20,311,800 867,314 Guidant Corp. 10,062,200 738,465 Amgen Inc.(1) 7,660,000 471,933 Biogen Idec Inc.(1) 11,686,000 451,664 Medtronic, Inc. 8,080,000 421,130 Cardinal Health, Inc. 7,188,400 420,881 Eli Lilly and Co. 7,000,000 392,000 Express Scripts, Inc.(1,2) 4,710,000 354,616 AstraZeneca PLC (Sweden) 7,468,000 295,096 AstraZeneca PLC (ADR) 1,072,000 42,601 Roche Holding AG 3,130,000 330,339 Gilead Sciences, Inc.(1) 9,500,000 328,225 Genentech, Inc.(1) 6,500,000 306,800 Aetna Inc. 2,020,000 294,960 Sepracor Inc.(1) 4,250,000 273,997 AmerisourceBergen Corp. 3,650,000 218,635 Allergan, Inc. 2,725,000 204,865 Novo Nordisk A/S, Class B 3,630,000 201,670 American Pharmaceutical Partners, Inc.(1,2) 3,800,000 198,588 Merck & Co., Inc. 6,000,000 190,200 Elan Corp., PLC (ADR)(1) 16,718,000 133,744 Medco Health Solutions, Inc.(1) 2,330,000 103,499 Abbott Laboratories 2,250,000 103,477 Caremark Rx, Inc.(1) 2,700,000 103,356 AMERIGROUP Corp.(1) 2,440,000 97,258 Amylin Pharmaceuticals, Inc.(1) 4,500,000 96,390 Applera Corp. - Applied Biosystems Group 4,100,000 84,214 Applera Corp. - Celera Genomics Group(1) 528,800 5,875 Lincare Holdings Inc.(1) 2,200,000 89,276 Affymetrix, Inc.(1) 2,000,000 85,460 Celgene Corp.(1) 3,100,000 84,862 Pfizer Inc 3,125,000 82,156 OSI Pharmaceuticals, Inc.(1) 1,500,000 81,945 Boston Scientific Corp.(1) 2,320,000 75,771 St. Jude Medical, Inc.(1) 1,876,200 73,359 Chugai Pharmaceutical Co., Ltd. 3,944,900 57,682 ImClone Systems Inc.(1) 750,000 33,195 IDEXX Laboratories, Inc.(1) 510,000 28,279 ICOS Corp.(1) 1,000,000 22,120 Millennium Pharmaceuticals, Inc.(1) 1,825,000 15,695 Schering-Plough Corp. 278,200 5,272 Andrx Group(1) 122,500 2,750 11,166,834 INDUSTRIALS -- 8.43% Tyco International Ltd. 35,675,000 1,194,399 United Parcel Service, Inc., Class B 12,219,300 946,874 General Electric Co. 26,740,000 941,248 3M Co. 6,940,000 582,544 Illinois Tool Works Inc. 6,450,000 578,887 Boeing Co. 10,400,000 571,688 General Dynamics Corp. 5,120,700 539,466 Southwest Airlines Co. 36,079,877 499,706 Ryanair Holdings PLC (ADR)(1) 6,243,900 272,921 Raytheon Co. 6,700,000 256,208 FedEx Corp. 2,550,000 249,339 Burlington Northern Santa Fe Corp. 3,950,000 198,567 Robert Half International Inc. 6,610,000 192,814 Caterpillar Inc. 2,000,000 190,100 Northrop Grumman Corp. 3,182,000 168,328 Monster Worldwide Inc.(1) 5,775,000 166,609 Lockheed Martin Corp. 2,800,000 165,816 Allied Waste Industries, Inc.(1) 14,000,000 115,080 Manpower Inc. 2,500,000 109,250 Mitsubishi Corp. 7,400,000 100,909 Deere & Co. 1,200,000 85,332 JetBlue Airways Corp.(1) 4,144,000 74,675 Bombardier Inc., Class B 24,271,050 52,168 United Rentals, Inc.(1) 1,927,600 36,470 8,289,398 FINANCIALS -- 6.53% Freddie Mac 17,102,300 1,060,343 American International Group, Inc. 15,350,200 1,025,393 Fannie Mae 16,111,400 941,872 Citigroup Inc. 8,160,000 389,395 UFJ Holdings, Inc.(1) 63,984 353,902 XL Capital Ltd., Class A 4,665,000 349,875 Mitsubishi Estate Co., Ltd. 25,294,000 307,885 Mizuho Financial Group, Inc. 57,000 278,182 Bank of New York Co., Inc. 9,195,000 278,149 SunTrust Banks, Inc. 3,521,800 255,119 Capital One Financial Corp. 2,500,000 191,700 Wells Fargo & Co. 2,730,000 162,107 Berkshire Hathaway Inc., Class A(1) 1,650 148,830 Marsh & McLennan Companies, Inc. 4,413,700 144,107 Chubb Corp. 1,500,000 118,665 Sumitomo Realty & Development Co., Ltd. 7,472,000 95,599 American Express Co. 1,700,000 92,055 Aon Corp. 3,218,600 78,888 Protective Life Corp. 1,500,000 59,940 City National Corp. 675,000 46,204 Mitsui Sumitomo Insurance Co., Ltd. 4,176,000 37,124 6,415,334 CONSUMER STAPLES -- 5.41% Altria Group, Inc. 26,700,000 1,752,855 Walgreen Co. 21,060,000 902,000 Coca-Cola Co. 15,365,000 657,622 Avon Products, Inc. 11,439,000 489,246 PepsiCo, Inc. 6,275,000 337,972 Anheuser-Busch Companies, Inc. 6,980,000 331,201 Kerry Group PLC, Class A 8,965,824 219,181 Procter & Gamble Co. 3,520,000 186,877 Wm. Wrigley Jr. Co. 1,630,000 108,493 Wal-Mart Stores, Inc. 2,050,000 105,801 Whole Foods Market, Inc. 974,800 100,229 General Mills, Inc. 1,235,000 64,677 SYSCO Corp. 1,750,000 60,235 5,316,389 MATERIALS -- 4.20% USX-U.S. Steel Group(2) 7,375,000 459,905 Barrick Gold Corp. 16,860,000 419,814 Rio Tinto PLC 11,875,000 418,838 Freeport-McMoRan Copper & Gold Inc., Class B 9,596,000 401,305 Inco Ltd.(1) 9,280,000 385,120 BHP Billiton Ltd. 19,516,661 295,664 Newmont Mining Corp. 6,366,900 286,638 Phelps Dodge Corp. 2,500,000 266,125 CRH PLC 8,733,400 244,743 CONSOL Energy Inc.(3) 3,700,000 169,608 CONSOL Energy Inc. 800,000 36,672 Potash Corp. of Saskatchewan Inc. 1,904,000 169,113 Cia. Vale do Rio Doce, ordinary nominative (ADR) 3,700,100 129,504 Newcrest Mining Ltd. 8,700,000 118,784 Nitto Denko Corp. 2,111,000 115,347 Placer Dome Inc. 5,800,000 99,732 Sealed Air Corp.(1) 1,580,000 82,587 Dow Chemical Co. 500,000 27,575 4,127,074 TELECOMMUNICATION SERVICES -- 3.85% Vodafone Group PLC (ADR) 47,085,000 1,237,865 Vodafone Group PLC 78,465,000 205,489 mm02 PLC(1) 218,743,200 508,740 Qwest Communications International Inc.(1,2) 117,900,000 459,810 Sprint Corp. - FON Group 17,084,750 404,567 Telefonica, SA (ADR) 5,000,000 275,750 Telefonica, SA 6,000,000 110,505 Telephone and Data Systems, Inc. 1,993,100 174,396 KDDI Corp. 30,000 154,163 France Telecom, SA 4,600,000 138,966 Telenor ASA 11,900,000 109,864 3,780,115 UTILITIES -- 0.13% Questar Corp. 2,475,000 131,225 MISCELLANEOUS -- 2.33% Other common stocks in initial period of acquisition 2,287,316 Total common stocks (cost: $72,538,356,000) 88,635,692 Market value Rights & warrants -- 0.00% Shares (000) TELECOMMUNICATION SERVICES -- 0.00% Broadview Networks Holdings, Inc., Series E, warrants, expire 2012(1,2,3,4) 634,116 -- Broadview Networks Holdings, Inc., Series E, warrants, expire 2012(1,2,3,4) 96,812 -- Total rights & warrants (cost: $0) -- Convertible securities -- 0.11% FINANCIALS -- 0.11% SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, (Japan) 4,572,000,000 $101,394 TELECOMMUNICATION SERVICES -- 0.00% Broadview Networks Holdings, Inc., Series E, convertible preferred(1,2,3,4) 1,588,972 550 INFORMATION TECHNOLOGY -- 0.00% ProAct Technologies Corp., Series C, convertible preferred(1,3,4) 6,500,000 505 Total convertible securities (cost: $63,549,000) 102,449 Principal amount Bonds & notes -- 0.14% (000) TELECOMMUNICATION SERVICES -- 0.13% Qwest Capital Funding, Inc. 7.75% 2031(2) 53,800 49,563 U S WEST Capital Funding, Inc. 6.875% 2028(2) 36,000 30,870 Qwest Capital Funding, Inc. 7.625% 2021(2) 25,000 23,250 U S WEST Capital Funding, Inc. 6.50% 2018(2) 25,250 22,094 125,777 CONSUMER DISCRETIONARY -- 0.01% AOL Time Warner Inc. 5.625% 2005 10,795 10,838 Total bonds & notes (cost: $122,974,000) 136,615 Principal amount Market value Short-term securities -- 9.46% (000) (000) U.S. Treasury Bills 1.915%-2.636% due 3/3-5/26/2005 $2,558,200 $2,551,850 Freddie Mac 2.372%-2.61% due 3/14-4/22/2005 648,014 646,691 Federal Home Loan Bank 2.36%-2.585% due 3/11-4/29/2005 601,952 600,253 International Bank for Reconstruction and Development 2.30%-2.495% due 3/7-4/25/2005 372,400 371,887 Park Avenue Receivables Co., LLC 2.58%-2.59% due 4/5-4/8/2005(3) 138,200 137,834 Preferred Receivables Funding Corp. 2.53%-2.57% due 3/22-4/1/2005(3) 125,000 124,770 Wells Fargo & Co. 2.42%-2.57% due 3/4-4/18/2005 250,000 249,995 Clipper Receivables Co., LLC 2.50%-2.60% due 3/11-4/11/2005(3) 247,604 247,079 Ranger Funding Co. LLC 2.52%-2.53% due 3/16/2005(3) 158,344 158,166 Bank of America Corp. 2.53%-2.59% due 3/28-4/8/2005 81,000 80,817 Coca-Cola Co. 2.32%-2.54% due 3/1-4/4/2005 234,000 233,768 Edison Asset Securitization LLC 2.40%-2.60% due 3/9-4/13/2005(3) 123,300 123,101 General Electric Capital Services, Inc. 2.48%-2.52% due 3/18-3/23/2005 100,000 99,858 CAFCO, LLC 2.41%-2.68% due 3/2-4/26/2005(3) 156,400 155,933 Ciesco LLC 2.70% due 5/2/2005(3) 31,400 31,251 Citicorp 2.35% due 3/1/2005 25,000 24,998 Federal Farm Credit Banks 2.04%-2.68% due 3/8-5/26/2005 210,500 209,876 Variable Funding Capital Corp 2.49%-2.60% due 3/16-4/13/2005(3) 206,000 205,530 Fannie Mae 2.42%-2.50% due 3/21-4/8/2005 200,000 199,666 New Center Asset Trust Plus 2.43%-2.72% due 3/18-5/3/2005 140,000 139,640 New Center Asset Trust 2.41% due 3/16/2005 40,000 39,956 Gannett Co. 2.44%-2.58% due 3/7-4/18/2005(3) 172,400 172,160 Wal-Mart Stores Inc. 2.41%-2.49% due 3/8-4/12/2005(3) 155,764 155,509 Tenessee Valley Authority 2.32%-2.505% due 3/3-4/7/2005 152,600 152,472 Exxon Asset Management Co. 2.48%-2.49% due 3/18-4/1/2005(3) 100,000 99,828 Exxon Project Investment Corp. 2.48% due 4/6/2005(3) 50,000 49,872 Procter & Gamble Co. 2.35%-2.57% due 3/9-4/26/2005(3) 142,600 142,251 DuPont (E.I.) de Nemours & Co. 2.30%-2.52% due 3/2-3/30/2005 142,400 142,212 BellSouth Corp. 2.49%-2.57% due 3/11-4/8/2005(3) 125,800 125,570 FCAR Owner Trust I 2.37%-2.50% due 3/4-3/18/2005 125,000 124,903 Three Pillars Funding, LLC 2.44%-2.53% due 3/10-3/17/2005(3) 112,669 112,567 Pfizer Inc 2.12%-2.61% due 3/3-4/15/2005(3) 111,300 110,986 Abbott Laboratories Inc. 2.47%-2.59% due 3/1-4/12/2005(3) 101,875 101,659 International Business Machines Corp. 2.32%-2.44% due 3/8-3/22/2005 100,000 99,899 PepsiCo Inc. 2.47%-2.50% due 3/9-3/28/2005(3) 99,820 99,709 Hewlett-Packard Co. 2.65%-2.66% due 4/27-4/29/2005(3) 100,000 99,576 Caterpillar Financial Services Corp. 2.34%-2.53% due 3/7-4/11/2005 92,000 91,922 Private Export Funding Corp. 2.10%-2.56% due 3/14-4/19/2005(3) 72,200 72,073 Triple-A One Funding Corp. 2.45%-2.61% due 3/22-4/25/2005(3) 64,944 64,752 American Express Credit Corp. 2.52%-2.64% due 4/4-4/27/2005 60,000 59,794 SBC Communications Inc. 2.35%-2.48% due 3/7-3/22/2005(3) 52,098 52,048 Anheuser-Busch Cos. Inc. 2.37% due 3/10/2005(3) 50,000 49,967 ChevronTexaco Funding Corp. 2.47% due 3/30/2005 50,000 49,897 HSBC USA Inc. 2.59% due 4/8/2005 50,000 49,863 AIG Funding, Inc. 2.65% due 4/27/2005 50,000 49,795 NetJets Inc. 2.38%-2.39% due 3/14-3/18/2005(3) 45,000 44,951 Harley-Davidson Funding Corp. 2.48%-2.50% due 3/24-4/4/2005(3) 40,100 40,020 Harvard University 2.32% due 3/4/2005 40,000 39,990 USAA Capital Corp. 2.48%-2.67% due 3/4-5/16/2005 39,400 39,245 Medtronic Inc. 2.44% due 3/4/2005(3) 38,800 38,789 3M Co. 2.61% due 4/20/2005 35,000 34,878 Pitney Bowes Inc. 2.47% due 3/8/2005(3) 25,000 24,986 Colgate-Palmolive Co. 2.48% due 3/16/2005(3) 25,000 24,972 First Data Corp. 2.50% due 3/16/2005 25,000 24,972 Hershey Foods Corp. 2.42% due 3/2/2005(3) 22,000 21,997 TOTAL SHORT-TERM SECURITIES (COST: $9,297,077,000) $ 9,297,003 TOTAL INVESTMENT SECURITIES (COST: $82,021,956,000) 98,171,759 OTHER ASSETS LESS LIABILITIES 111,296 NET ASSETS $98,283,055 "Miscellaneous" securities include holdings in their initial period of acquisition that have not previously been publicly disclosed. (1) Security did not produce income during the last 12 months. (2) Represents an affiliated company as defined under the Investment 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 restricted securities was $3,058,569,000, which represented 3.11% 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 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 - Portfolio Managers of Closed-End Management Investment Companies Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9 - 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 10 - 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 11 - 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12 - Exhibits (a)(1)The Code of Ethics - not applicable for filing of Semiannual Reports to Shareholders. (a)(2)The certifications required by Rule 30a-2 of the Investment Company Act of 1940, as amended, and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are attached as exhibits hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE GROWTH FUND OF AMERICA, INC. By /s/ James F. Rothenberg - ------------------------------------- James F. Rothenberg, Chairman and PEO Date: May 6, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By /s/ James F. Rothenberg - ------------------------------------- James F. Rothenberg, Chairman and PEO Date: May 6, 2005 By /s/ Sheryl F. Johnson - ------------------------------------ Sheryl F. Johnson, Treasurer and PFO Date: May 6, 2005