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

                    Date of reporting period: August 31, 2005





                                 Patrick F. Quan
                     Capital Research and Management Company
                    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 GFA builds its portfolio

[cover: photo of the frame of a log cabin]

Annual report for the year ended August 31, 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  organization  ranks among the
nation's  three  largest  mutual  fund  families.  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
How GFA builds its portfolio                                              6
Summary investment portfolio                                             11
Financial statements                                                     17
Board of Directors and officers                                          32
What makes American Funds different?                             back cover

ABOUT THE COVER: The construction of a log cabin, log by log, represents how the
research  analysts  and  portfolio  counselors  of The  Growth  Fund of  America
communicate and collaborate to build the fund's  portfolio,  company by company,
from the bottom up.

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  September 30, 2005 (the most recent
calendar quarter):


                                                                                                      
                                                                             1 year           5 years          10 years
CLASS A SHARES
Reflecting 5.75% maximum sales charge                                        +12.34%          -1.06%            +12.09%


The fund's investment adviser waived 5% of its management fees from September 1,
2004,  through March 31, 2005, and increased the waiver to 10% on April 1, 2005.
Fund results shown reflect the waiver, without which they would have been lower.
Please see the Financial Highlights table on page 24 for details.

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


FELLOW SHAREHOLDERS:

[photo of the frame of the roof of a log cabin]

The stock market and the economy  produced solid returns for the 12 months ended
August 31, 2005.  Strong  corporate  earnings and cash flow,  an improving  U.S.
economy and benign  interest  rates helped fuel an  above-average  rise in stock
prices.

FISCAL 2005 RESULTS

Against this backdrop,  we are pleased to report that The Growth Fund of America
(GFA)  posted a total  return of 21.2% for the 2005  fiscal  year.  As the table
below  shows,  GFA's  return  widely  outpaced  the  general  stock  market,  as
represented by Standard & Poor's 500 Composite Index, and also exceeded the four
benchmark  indexes the fund uses to measure its progress.  The unmanaged S&P 500
gained 12.6%.  The fund's Lipper  benchmark  indexes had increases  ranging from
14.9% to 20.0%.  Over longer  periods,  GFA has continued to outpace the general
market and the fund's comparable indexes by significant margins.

WHAT HELPED THE FUND

Oil and gas  production  and  service  companies  led the  way  with  help  from
information  technology,  specialty retail and health care services companies. A
growing demand for energy from China, India and other developing nations,  along
with increasing  questions about the ability to increase supply,  fueled a sharp
rise in oil and gas  prices in the past 12 months.  Companies  that made a major
contribution  included  Canadian  Natural  Resources  (+203.0%),  EOG  Resources
(+121.0%),   Burlington   Resources   (+103.7%),   Devon  Energy   (+87.5%)  and
Schlumberger  (+39.5%).  Burlington and  Schlumberger  were two of the fund's 10
largest individual holdings.

Information  technology companies that made a sizable contribution  included the
fund's second-largest holding Google (+179.2%), and Corning (+97.2%).  Specialty
retailing  firms that  bolstered the fund's  results were Whole Foods  (+66.3%),
Best Buy (+53.7%), and Lowe's, the fund's third largest holding (+29.4%). Health
care service providers that did well were Express Scripts (+83.1%) and WellPoint
(+82.8%).  Our feature story on page 6 explains how the fund built its positions
in energy,  Internet  services and health care stocks.  In addition,  Altria,  a
tobacco, food and brewing company, gained 44.4%.

[Begin Sidebar]
RESULTS AT A GLANCE (with all distributions reinvested)

                                                                                                           
                                                                                  5-year              10-year            Lifetime*
                                                                                 average              average             average
                                                               1-year             annual              annual              annual
                                                            total returns      total returns       total returns       total returns
                                                             (9/1/04 -           (9/1/00 -           (9/1/95 -          (12/1/73 -
                                                              8/31/05)           8/31/05)             8/31/05)           8/31/05)

THE GROWTH FUND OF AMERICA                                     +21.2%              -0.9%              +12.7%              +15.5%
STANDARD & POOR'S 500 COMPOSITE INDEX+                         +12.6               -2.7                +9.8               +12.0
LIPPER CAPITAL APPRECIATION FUNDS INDEX                        +19.3               -4.3                +7.5               +11.9
LIPPER GROWTH FUNDS INDEX                                      +14.9               -6.0                +7.3               +10.8
LIPPER MULTI-CAP CORE FUNDS INDEX                              +17.5               -1.1                +9.3               +11.6
LIPPER MULTI-CAP GROWTH FUNDS INDEX                            +20.0               -9.0                +7.1               +11.8


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

[photo of a tractor in the foreground with a log cabin being built in the
 background]

WHAT HURT THE FUND

Financial  service,   insurance,   pharmaceutical  and  biotechnology  companies
detracted  from  the  fund's  results.  Federal  National  Mortgage  Association
(-31.4%), insurance giant American International Group (-16.9%) and Federal Home
Loan Mortgage  (-10.0%)  faced  varying  degrees of  accounting  and  regulatory
difficulties over the past year.  Pharmaceutical  companies continued to operate
in an extremely competitive environment. Eli Lilly declined by 13.3% as a result
of  market  share  losses  by  its   schizophrenia   drug  Zyprexa.   Shares  of
biotechnology  companies Elan (-60.6%) and Biogen Idec  (-29.0%),  both of which
had been among our best  performing  stocks in the previous year,  declined upon
the surprise  withdrawal  of their  multiple  sclerosis  drug Tysabri due to the
appearance of unexpected side effects a few months after its launch.

INDEPENDENT CHAIRMAN ELECTED

Henry E. Riggs, an independent Director of the fund since 1989, has been elected
non-executive chairman of the Board. James F. Rothenberg, the previous chairman,
has been elected vice chairman and principal executive officer. Donald D. O'Neal
continues as president.  As independent  Board chair, Mr. Riggs will chair Board
meetings, including executive sessions of the independent Directors, and will be
responsible  for Board agendas,  but will not have other executive or management
responsibilities  with  the  fund.  He will  remain  unaffiliated  with  Capital
Research and Management Company,  the fund's investment adviser,  and any of its
affiliates.

LOOKING AHEAD

Just before our fiscal year-end,  Hurricane Katrina inflicted  incredible damage
to New Orleans  and the Gulf Coast  area.  Three  weeks  later,  Hurricane  Rita
compounded  the human  misery.  It's too soon to  determine  the exact  economic
impact of the hurricanes' wide swath of damage to homes, businesses, oil and gas
production  in the Gulf of Mexico,  and to ports that  handle  agricultural  and
industrial  trade.  In the short term, it may depress the economy with many jobs
lost and thousands of people  displaced from their homes.  Costlier energy could
adversely affect consumer spending,  corporate profits and inflation. The Growth
Fund of America's team of energy  research  analysts will be closely  monitoring
the situation.

It's worth  looking at how the economy  fared in the wake of three fairly recent
disasters.  Neither  Hurricane  Andrew  in  1992,  the  Northridge,  California,
earthquake in 1994 nor the terrorist  attacks in 2001 appear to have altered the
basic trend of economic  activity  beyond the short term.  After these disasters
had an initial impact,  the economy  largely  continued along the path it was on
before  the  disaster  hit,  testament  to  not  only  this  country's  economic
resilience,  but to its spirit as well. We express our deepest sympathies to the
family and friends of those who have lost their lives in the  hurricanes and the
many other Gulf Coast residents who have been displaced.

No matter what kind of natural or economic storms lie ahead, it is reassuring to
know our research-driven  approach focusing on long-term  investment will remain
the  same.  We will  continue  to seek out the best  opportunities  for  capital
appreciation for the fund and its shareholders.

We thank you for your continuing faith in The Growth Fund of America.

Sincerely,

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

James F. Rothenberg                                  Donald D. O'Neal
Vice Chairman of the Board                           President
and Principal Executive Officer

October 3, 2005

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.

Average  annual total  returns for periods  ended  September  30, 2005 (the most
recent calendar quarter):

                                                                                                              
                                                                                      1 year            5 years        Life of class

Class B shares -- first sold 3/15/00
Reflecting applicable contingent deferred sales charge
     (CDSC), maximum of 5%, payable only if shares are
     sold within six years of purchase                                               +13.34%            -0.99%           +0.28%
Not reflecting CDSC                                                                  +18.34%            -0.64%           +0.44%

Class C shares -- first sold 3/15/01
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                            +17.25%             --               +4.22%
Not reflecting CDSC                                                                  +18.25%             --               +4.22%

Class F shares(1) -- first sold 3/15/01
Not reflecting annual asset-based fee charged
     by sponsoring firm                                                              +19.21%             --               +5.06%

Class 529-A shares(2) -- first sold 2/15/02
Reflecting 5.75% maximum sales charge                                                +12.26%             --               +6.25%
Not reflecting maximum sales charge                                                  +19.13%             --               +8.00%

Class 529-B shares(2) -- first sold 2/15/02
Reflecting applicable CDSC, maximum of 5%, payable
     only if shares are sold within six years of purchase                            +13.16%             --               +6.35%
Not reflecting CDSC                                                                  +18.16%             --               +7.05%

Class 529-C shares(2) -- first sold 2/15/02
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                            +17.16%             --               +7.06%
Not reflecting CDSC                                                                  +18.16%             --               +7.06%

Class 529-E shares(1,2) -- first sold 3/1/02                                         +18.77%             --               +7.29%

Class 529-F shares(1,2) -- first sold 9/16/02
Not reflecting annual asset-based fee charged
     by sponsoring firm                                                              +19.15%             --              +17.24%


The fund's investment adviser waived 5% of its management fees from September 1,
2004,  through March 31, 2005, and increased the waiver to 10% on April 1, 2005.
Fund results shown reflect the waiver, without which they would have been lower.
Please see the Financial Highlights table on page 24 for details.

(1) These shares are sold without any initial or contingent deferred sales
    charge.
(2) Results shown do not reflect the $10 initial account setup fee and an
    annual $10 account maintenance fee.

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 0.75 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 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  (for periods ended
August 31, 2005)*

                                                                                                      
                                                                             1 year           5 years          10 years

Class A shares                                                               +14.24%          -2.05%            +12.02%


*Assumes  reinvestment  of all  distributions  and payment of the maximum  5.75%
sales charge.

The fund's investment adviser waived 5% of its management fees from September 1,
2004,  through March 31, 2005, and increased the waiver to 10% on April 1, 2005.
Fund results shown reflect the waiver, without which they would have been lower.
Please see the Financial Highlights table on page 24 for details.

[begin mountain chart]
<table>
<s>           <c>              <c>       <c>                     <c>              <c>             <c>
                                 Lipper  Standard Poor's 500
             The Growth       Multi-Cap      Composite index      Lipper Multi-         Consumer
                Fund of      Core Funds       with dividends         Cap Growth      Price Index       Original
Year        America (3)       Index (4)     reinvested(4)(5)     Funds Index(4)   (inflation)(6)     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        $274,632             $323,073           $285,459          $41,285        $10,000
2005           $924,112        $322,690             $363,626           $342,600          $42,789        $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         2005

Total value
Dividends reinvested                   1,400           592          190        2,809
Value at year-end                    578,827       701,724      762,451      924,112
GFA total return                      (19.8)          21.2          8.7         21.2


Average annual total return for 31-3/4 years 15.3%(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 is eliminated for
    purchases of $1 million or more. There is no sales charge on dividends or
    capital gain distributions that are reinvested in additional shares.
(2) The maximum initial sales charge was 8.5% prior to July 1, 1988.
(3) Includes reinvested dividends of $46,196 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.


HOW GFA BUILDS ITS PORTFOLIO

The  Growth  Fund  of  America's   investment   professionals   communicate  and
collaborate to build the fund's portfolio company by company from the bottom up.

[photo of construction workers building a house]

[Begin Pull Quote]
We need to go to more and more remote areas, more hostile areas or do things
like oil sands or other alternative sources that are even more costly.
- -- Gordon Crawford
[End Pull Quote]

[photo of construction workers building a log cabin - a lake in the background]

[Begin Pull Quote]
You have to get out into the field and talk to people face to face. Going there
enables you to understand the scope of what companies are doing.
- -- Cathy Kehr
[End Pull Quote]

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

[photo of Donnalisa Barnum]
[Begin Photo Caption]
Donnalisa Barnum
[End Photo Caption]

[photo of Frank Hu]
[Begin Photo Caption]
Frank Hu
[End Photo Caption]

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

Do you ever wonder how The Growth Fund of America  (GFA)  selects the stocks for
its portfolio?  In the pages ahead, you will meet several research  analysts and
portfolio counselors who tell how they make their investment choices.

How does the fund work?  The majority of the fund is managed by GFA's  portfolio
counselors who are generalists  and invest broadly.  With the recent addition of
Donnalisa Barnum, the fund now has nine portfolio counselors.  Each is allocated
a portion of the portfolio to manage in line with the fund's broad  objective of
"investing in companies that appear to offer superior  opportunities  for growth
of capital." The 10th portion of the portfolio,  up to 25% of the fund's assets,
is assigned to a group of research analysts, specialists who focus on individual
industries, to manage by themselves.

Now let's  take a closer  look at three key  investment  areas in the past year:
energy, Internet and media, and health care companies.

SEARCHING THE WORLD FOR PROMISING ENERGY INVESTMENTS

The price of oil,  gas and coal and every other  natural  resource has surged in
recent years. One reason is that the economies of China, India, Russia,  Eastern
Europe and Brazil -- with a population of 2.8 billion -- are growing much faster
than the  developed  world and consuming  far more energy.  Portfolio  counselor
Gordon Crawford says,  "They are just beginning to buy cars,  refrigerators  and
air  conditioning.  And so demand has been very,  very high. It has taken up all
the spare  capacity in the  production  of oil and we are right at a  drum-tight
supply-demand  balance.  Many old pools of oil are in decline.  It is tougher to
bring on new oil or natural  gas. We need to go to more and more  remote  areas,
more hostile areas or do things like oil sands or other alternative sources that
are even more costly."

As a result,  American  Funds energy  analysts are  globetrotters  by necessity.
Cathy Kehr, who has covered energy for the past 12 years,  recently  visited oil
companies  in China,  western  Canada and  Texas.  "You have to get out into the
field and talk to people face to face," Cathy says.  "Going there enables you to
understand the scope of what companies are doing,  and what the potential of the
project might be. I once had to fly in a Soviet bomber plane two hours to remote
oil fields in Kazakhstan. But it was worth it."

Frank Hu,  who has been an energy  analyst  for two years,  recently  toured oil
operations in Egypt,  Libya,  Texas and Canada.  He, too, values the insights he
has received  from field  visits.  Although  relatively  new to GFA,  Frank is a
veteran of 14 years in financial management in the oil industry. One of his jobs
was running a joint venture in China for ARCO.  "With my background in China,  I
understand what it takes to run a company in a developing market," he says.

It's important not only to read the documents and check the figures, but also to
see an executive's body language and facial expressions when he or she describes
a new project, says Cathy. Take the example of an executive that Cathy had known
for many years who was usually  understated in his descriptions of the company's
projects.  Not long ago she met him again, and this time, she recalls, "he was a
totally different person.  I'd never seen so much enthusiasm."  Further research
led  her to the  conclusion  that  the  company  had  been  conservative  in its
assumptions  of the possible  success of this  project,  and that the  potential
could be far greater -- if things worked out.  Everything  did work out, and the
project and the stock turned out to be big successes.

[photo of a the frame of a log cabin]

[Begin Pull Quote]
I bring the perspective of 32 years of following the energy industry. ... I have
been through the cycles, moves and changes that have occurred over long
stretches of time.
- -- Gregg Ireland
[End Pull Quote]

[Begin Pull Quote]
Our Google position was an outgrowth of prior investments. In the past four
years I have looked at every paid search opportunity I could.
- -- Mark Casey
[End Pull Quote]

[photo of construction workers building a log cabin]

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

[Begin Sidebar]
A WEALTH OF EXPERIENCE

The Growth Fund of America  currently has nine  portfolio  counselors  who bring
together 261 years of investment  experience to managing your  investment.  Here
are the specific years of experience for these primary  decision  makers for the
fund.*

                                                         Years of
                                                        investment
Portfolio counselor                                     experience*

R. Michael Shanahan                                         41
James F. Rothenberg                                         35
Gordon Crawford                                             34
James E. Drasdo                                             34
Gregg E. Ireland                                            32
Donnalisa Barnum                                            24
Michael T. Kerr                                             22
Donald D. O'Neal                                            20
Timothy P. Dunn                                             19

*As of November 1, 2005.
[End Sidebar]

Cathy and Frank are two of the six research  analysts who cover various parts of
the energy industry on a global basis for GFA and other American Funds.  "We are
very generous about sharing  information  with each other. If I see something of
interest  regarding an international oil company with operations in Asia, I will
call my colleague in Asia to get his view," Cathy says.

Portfolio  counselors  play a key role in helping  Cathy and Frank  frame  their
investment ideas.  Several portfolio  counselors who have lived through previous
oil price bubbles in the 1970s and 1980s have offered  valuable  perspective  on
the  current  oil  price  increase.  Donnalisa  helped  Frank  work out  company
valuations  at a wide range of possible oil prices.  Portfolio  counselors  also
visit companies with research analysts and have added value there. Jim Drasdo, a
veteran  GFA  portfolio  counselor,  "has  developed  the art of asking  company
executives simple questions that produce meaningful answers," says Frank.

Gregg Ireland, a GFA portfolio counselor,  was once an energy analyst and brings
the  perspective  of 32 years of  following  the  energy  industry  to the stock
selection process. "I have been through the cycles,  moves and changes that have
occurred over long stretches of time," Gregg says.  "Cathy and Frank are experts
in energy with a great  grasp of the company  fundamentals.  In  contrast,  I am
looking at the bigger  picture.  I am continually  asking the question:  Is this
energy stock better than an investment in chemicals, health care or technology?"

Investment analysts and portfolio  counselors  sometimes disagree on the virtues
and drawbacks of a stock.  "In our  disagreement  and in the healthy  discussion
that  follows,  you can learn  more," says Gregg.  "It's good to have  different
styles,  points  of view and  perspective.  From  debates  come some of our best
ideas."

UNDERSTANDING GOOGLE, THE WORLD'S LARGEST COMPUTER SEARCH ENGINE

Mark Casey,  Internet and media  analyst,  has been  studying the "paid  search"
business and Google since 2001.  "Paid search" refers to the sponsored  links in
the light blue color at the beginning  and along the side of the typical  Google
search reply.  These are paid for by  advertisers  seeking  customers.  Mark had
previously made investments in eBay, the world's largest online auction company;
Yahoo!, an Internet provider of online products and services;  and Ask Jeeves, a
computer  search  engine.  So he was prepared  when Google went public in August
2004. "Our Google position was an outgrowth of prior  investments," he says. "In
the past four years I have looked at every paid search opportunity I could."

Many of  Mark's  insights  have come from his  hands-on  participation  with the
products of the online  companies he is researching.  Prior to his investment in
eBay, he sold and bought 300 products online through the online auction service,
including  shoes,  books and even a used car in Texas.  With Yahoo!,  Mark spent
hours at his desk, using every Yahoo! free service and corresponding with fellow
customers  to see if they would be willing to pay a small amount for some Yahoo!
services.  With Google,  Mark  advertised  his San Francisco a cappella  singing
group.  The results were  surprisingly  good. Mark became  convinced that Google
would be growing in earnings  and revenues  more than most Wall Street  analysts
projected and that its stock was actually  underpriced.  The Google  investments
have turned out very well.

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

[photo of Mark Casey]
[Begin Photo Caption]
Mark Casey
[End Photo Caption]

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

[photo of James Terrile]
[Begin Photo Caption]
James Terrile
[End Photo Caption]

Mark discussed his Google ideas with portfolio  counselors Don O'Neal and Gordon
Crawford. "The first interesting thing was that Google was trying to come public
with a different process -- an auction  process," says Don.  "Whenever there are
confusing  situations,  we  like to do as much  work  as we can to  unravel  the
situation.  Google was  probably the biggest  deal to hit the  technology  world
since the bubble burst. Mark has been doing good work in the area for quite some
time.  But there was a little  bit of extra  hype  around  Google.  This gave us
reasons to be skeptical  because of our  experience  with hype in the technology
bubble."

In  discussing  the stock,  another  cause for concern  was the high  short-term
price/earnings  ratio,  but in the months after the  offering,  one thing became
more and more  clear:  Google had quite a good  business  model and  competitive
position.  Don says,  "If you took a longer term point of view,  this could be a
very successful investment if the company was able to sustain its business model
and earnings  growth rate. We came to the  conclusion  that Google was a bargain
and we put a lot of money to work.  We're  happy the stock has done well so far,
but we must constantly re-evaluate the situation."

TRACKING PROMISING NEW DRUGS IN A CHALLENGING NEW HEALTH CARE ENVIRONMENT

The 1990s were a perfect world for pharmaceutical  manufacturers,  recalls James
Terrile, a research analyst who follows drug and medical  instrument  companies.
"Drugs  were not making a big dent in people's  wallets.  Patents on major drugs
were new and  reimbursement  from government and  corporations was friendly." By
2005,  however,  the  environment  for drug companies had changed for the worse.
"Major  blockbuster  drugs were coming off of their  patent  protection,"  James
says.  "Managed care companies  began to off-load  expensive drug brands to plan
members,  increasing their  out-of-pocket  costs, which in turn drove heightened
sensitivity to drug prices.  The American public became convinced that U.S. drug
prices were too high  relative to the rest of the world." These trends -- plus a
number of highly  publicized  drug side  effects  cases,  including a Texas jury
verdict  against  Merck  and its  anti-pain  drug  Vioxx -- made  fiscal  2005 a
difficult year for many drug stocks.

Jim Rothenberg,  vice chairman of GFA and a veteran portfolio counselor,  agrees
that the current  period is tough but maintains that it's still possible to find
ways to make money  investing  in health care  stocks.  "We know that the United
States is spending a substantial  amount of its gross national product on health
care. Given the  demographics  and the aging of the baby boom generation,  there
will be  substantial  pressures  to spend a lot of money on health care over the
next five years," he says.  "Against  that,  we have another set of trends which
show some turmoil in the big pharmaceutical companies,  their drug pipelines and
problems of individual  drugs that are  company-specific.  We are trying to find
those companies which have the cleanest current product  portfolios and the most
attractive pipelines."

James  Terrile  talks to as many sources as he can to help track  promising  new
drugs and to estimate  their  economic  potential.  Besides  the  pharmaceutical
companies themselves, he finds consulting scientists, pharmacy benefit managers,
Medicare officials and Food and Drug  Administration  consultants all helpful in
putting together the picture.

[Begin Pull Quote]
Managed care companies began to off-load expensive drug brands to plan members,
increasing their out-of-pocket costs, which in turn drove heightened sensitivity
to drug prices.
- -- James Terrile
[End Quote]

[photo of a construction worker building a log cabin - trees in the background]

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

[photo of Ray Joseph, Jr.]
[Begin Photo Caption]
Ray Joseph, Jr.
[End Photo Caption]

[photo of a log cabin]

Even after talking to all these sources and making careful  financial  models of
the companies,  not all stocks chosen for the portfolio rise. AstraZeneca is one
example.  Despite good  management  and an  interesting  pipeline of drugs,  the
market was  generally  negative on the company  because of concerns  over patent
exposure,  James says. Then one AstraZeneca  project  suffered  setbacks despite
good   feedback   from   investigators   and   FDA   consultants.   Crestor,   a
cholesterol-lowering  drug,  became  controversial  because of  possible  muscle
damage at high doses.

James felt that  investors  were  missing the  potential  earnings  power of the
company. "Now, thanks to robust fundamentals and low expectations, the stock has
been climbing again," James says.

UNRAVELING THE COMPLEX HEALTH CARE SERVICES BUSINESS

While James tries to find the most effective drugs, research analyst Ray Joseph,
Jr. is deeply  involved in trying to decide which health care  services  will be
the most helpful in the coming years. He meets with chief financial officers and
chief  information  officers  of  hospitals  and health  care  consultants.  Ray
believes one thing is certain: "Controlling health care costs will be one of the
biggest  challenges federal and state governments and corporations face over the
next five  years.  The  companies  that can help cut costs  will be able to make
money and they may be good investments."

His  strategy  for  following  the health care  services  companies  is "seeking
sources  and  information  off the  beaten  path."  Therefore,  he often  visits
hospitals,  drug distribution  centers and skilled-care  facilities in his quest
for insights that the rest of Wall Street may not have.  He recently  attended a
meeting of the 20 most  significant  customers of one of the largest health care
services companies to hear how the customers are trying to resolve  difficulties
with the firm. "By going to these  off-the-beaten-path  meetings,  you develop a
web of contacts to which Wall Street seldom talks," he says.

What's the bottom line of this discussion for  shareholders?  Research  analysts
and portfolio counselors have developed a consistent and sustainable system that
combines experienced investment  professionals,  a long-term investment approach
and an unparalleled,  integrated  global research effort.  We hope we have given
you insight on how GFA's investment  professionals use this system to choose the
fund's equity investments.

[Begin Pull Quote]
Controlling health care costs will be one of the biggest challenges federal and
state governments and corporations face over the next five years.
- -- Ray Joseph, Jr.
[End Pull Quote]


Summary investment portfolio, August 31, 2005

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                                       20.34 %
Energy                                                       15.45
Consumer Discretionary                                       14.61
Health Care                                                  11.67
Industrials                                                   8.27
Other industries                                             20.12
Cash & equivalents                                            9.54
[end pie chart]


                                                         Percent
                                                          of net
Largest Equity Holdings                                   assets

Microsoft                                                   2.03 %
Google                                                      2.02
Lowe's Companies                                            1.86
Target                                                      1.71
Altria Group                                                1.69
Schlumberger                                                1.57
Time Warner                                                 1.50
Vodafone                                                    1.38
Burlington Resources                                        1.30
Sanofi-Aventis                                              1.24



                                                                                                                
                                                                                            Shares           Market      Percent
                                                                                                              value       of net
Common stocks  - 90.21%                                                                                       (000)       assets

Information technology  - 20.34%
Microsoft Corp.                                                                         84,999,715     $  2,328,992        2.03%
Google Inc., Class A  (1)                                                                8,095,400        2,315,284         2.02
Texas Instruments Inc.                                                                  43,120,200        1,409,168         1.23
Corning Inc.  (1)                                                                       66,970,000        1,336,721         1.16
Taiwan Semiconductor Manufacturing Co. Ltd.                                            576,377,968          951,642
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)                                       24,675,200          203,077         1.01
Applied Materials, Inc.                                                                 58,665,000        1,074,156          .94
Maxim Integrated Products, Inc.                                                         17,640,000          752,346          .66
Cisco Systems, Inc.  (1)                                                                40,840,000          719,601          .63
Yahoo! Inc.  (1)                                                                        21,450,554          715,161          .62
First Data Corp.                                                                        16,540,000          687,237          .60
Analog Devices, Inc.                                                                    16,716,666          609,322          .53
Other securities                                                                                         10,223,338         8.91
                                                                                                         23,326,045        20.34

Energy  - 15.45%
Schlumberger Ltd.                                                                       20,863,300        1,799,042         1.57
Burlington Resources Inc.                                                               20,260,000        1,494,985         1.30
Canadian Natural Resources, Ltd.                                                        22,890,000        1,127,055          .98
Suncor Energy Inc.                                                                      18,351,847        1,087,202          .95
Devon Energy Corp.                                                                      17,680,000        1,074,414          .94
Halliburton Co.                                                                         12,905,000          799,723          .70
EOG Resources, Inc.                                                                     12,430,000          793,407          .69
Transocean Inc.  (1)                                                                    12,649,900          746,850          .65
Apache Corp.                                                                             9,395,060          672,874          .59
Petro-Canada                                                                            16,300,000          658,863          .57
Baker Hughes Inc.                                                                       10,270,000          603,362          .53
Other securities                                                                                          6,852,836         5.98
                                                                                                         17,710,613        15.45

Consumer discretionary  - 14.61%
Lowe's Companies, Inc.                                                                  33,160,400        2,132,545         1.86
Target Corp.                                                                            36,435,000        1,958,381         1.71
Time Warner Inc.                                                                        95,650,000        1,714,048         1.50
Best Buy Co., Inc.                                                                      23,663,400        1,127,798          .98
Carnival Corp., units                                                                   16,750,000          826,445          .72
News Corp. Inc., Class A                                                                45,936,216          744,626          .65
Clear Channel Communications, Inc.                                                      22,335,000          743,755          .65
Liberty Media Corp., Class A  (1)                                                       82,375,000          684,536          .60
Comcast Corp., Class A  (1)                                                             20,611,500          633,804          .55
Other securities                                                                                          6,181,229         5.39
                                                                                                         16,747,167        14.61

Health care  - 11.67%
Sanofi-Aventis                                                                          16,730,175        1,427,016         1.24
WellPoint, Inc.  (1)                                                                    15,470,000        1,148,648         1.00
Roche Holding AG                                                                         7,705,000        1,063,097          .93
Forest Laboratories, Inc.  (1)                                                          19,755,600          877,149          .77
Genentech, Inc.  (1)                                                                     9,230,500          867,113          .76
Guidant Corp.                                                                           11,325,000          799,998          .70
AstraZeneca PLC (Sweden)                                                                 7,468,000          342,161
AstraZeneca PLC (ADR)                                                                    6,072,000          280,041          .54
Other securities                                                                                          6,575,435         5.73
                                                                                                         13,380,658        11.67

Industrials  - 8.27%
General Electric Co.                                                                    34,710,000        1,166,603         1.02
Tyco International Ltd.                                                                 38,463,900        1,070,450          .93
United Parcel Service, Inc., Class B                                                    13,117,800          929,921          .81
Boeing Co.                                                                              12,400,000          831,048          .73
Illinois Tool Works Inc.                                                                 7,770,100          654,864          .57
Other securities                                                                                          4,827,447         4.21
                                                                                                          9,480,333         8.27

Financials  - 6.72%
Fannie Mae                                                                              21,623,200        1,103,648          .96
American International Group, Inc.                                                      18,475,200        1,093,732          .95
Freddie Mac                                                                             17,102,300        1,032,637          .90
Other securities                                                                                          4,480,098         3.91
                                                                                                          7,710,115         6.72

Consumer staples  - 5.00%
Altria Group, Inc.                                                                      27,436,700        1,939,775         1.69
Walgreen Co.                                                                            19,866,000          920,392          .80
Coca-Cola Co.                                                                           16,965,000          746,460          .65
Other securities                                                                                          2,131,971         1.86
                                                                                                          5,738,598         5.00

Telecommunication services  - 3.31%
Vodafone Group PLC (ADR)                                                                45,755,000        1,246,824
Vodafone Group PLC                                                                     120,765,000          330,383         1.38
Sprint Nextel Corp.                                                                     24,521,007          635,830          .55
Other securities                                                                                          1,584,242         1.38
                                                                                                          3,797,279         3.31

Materials  -  2.90%
                                                                                                          3,319,347         2.90

Utilities  -  0.17%
                                                                                                            193,100          .17

Miscellaneous  -  1.77%
Other common stocks in initial period of acquisition                                                      2,032,268         1.77
Total common stocks (cost: $79,765,812,000)                                                             103,435,523        90.21





Preferred stocks  - 0.00%

Total preferred stocks (cost: $21,000,000)                                                                      550          .00



Convertible securities  - 0.00%

Total convertible securities (cost: $255,000)                                                                    95          .00



Bonds & notes  - 0.25%

Total bonds & notes (cost: $254,565,000)                                                                    281,023          .25



                                                                                         Principal
                                                                                            amount
Short-term securities  - 9.58%                                                               (000)


U.S. Treasury Bills 2.901%-3.375% due 9/1-11/3/2005                                   $  1,437,400        1,433,136         1.25
Federal Home Loan Bank 3.195%-3.67% due 9/2-11/30/2005                                   1,333,585        1,329,258         1.16
Freddie Mac 3.24%-3.63% due 9/6-11/15/2005                                               1,119,454        1,115,020          .97
General Electric Capital Corp 3.44%-3.64% due 10/3-11/1/2005                               161,400          160,650
General Electric Capital Services, Inc. 3.39%-3.53% due 9/16-10/13/2005                    125,000          124,623          .25
International Lease Finance Corp. 3.42%-3.58% due 9/23-10/21/2005                          105,000          104,633
AIG Funding, Inc. 3.40% due  9/16/2005                                                      50,000           49,928
American General Finance Corp. 3.36%-3.60%  due 9/1-10/19/2005                              50,000           49,880          .18
Fannie Mae 3.28%-3.585% due 9/21-11/2/2005                                                 150,400          149,816          .13
Other securities                                                                                          6,465,323         5.64
Total short-term securities (cost: $10,982,548,000)                                                      10,982,267         9.58


Total investment securities (cost: $91,024,180,000)                                                     114,699,458       100.04
Other assets less liabilities                                                                               (44,257)        (.04)

Net assets                                                                                             $114,655,201      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 disclosed separately 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.  Some of the fund's affiliated
holdings  listed below are also among the fund's largest  holdings and are shown
in  the  preceding  summary  investment  portfolio.  The  market  value  of  the
affiliated companies which are not among the fund's largest holdings is included
in "Other securities" under their respective  industry sectors.  Further details
on these  holdings  and related  transactions  during the year ended  August 31,
2005, appear below.



                                                                                                                
Company                                                                          Beginning shares         Purchases          Sales
                                                                              or principal amount


Burlington Resources Inc.                                                              19,760,000           500,000              -
Forest Laboratories, Inc. (1)                                                          20,311,800         1,500,000      2,056,200
EOG Resources, Inc.                                                                     6,200,000         6,230,000              -
Maxim Integrated Products, Inc.                                                        16,590,000         1,050,000              -
Qwest Communications International Inc. (1)                                                     -       117,900,000              -
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              -
BJ Services Co.                                                                         3,000,000         5,975,000              -
Noble Corp.                                                                             6,675,000           910,000              -
Xilinx, Inc.                                                                           14,800,000         4,050,000              -
KLA-Tencor Corp.                                                                        6,475,000         3,900,000              -
Express Scripts, Inc. (1)                                                               4,710,000         4,554,600        264,600
Limited Brands, Inc.                                                                   20,700,000                 -              -
Altera Corp. (1)                                                                       15,700,000         4,700,000              -
Freeport-McMoRan Copper & Gold Inc., Class B                                            8,011,100         1,584,900              -
Microchip Technology Inc.                                                              10,225,000         2,530,000              -
CONSOL Energy Inc. (2)                                                                  3,700,000                 -              -
CONSOL Energy Inc.                                                                        800,000           928,200              -
Teradyne, Inc. (1)                                                                      6,250,000         6,475,000              -
Ceridian Corp. (1)                                                                      7,240,900         1,979,000              -
Brinker International, Inc. (1)                                                         3,000,000         2,000,000              -
American Pharmaceutical Partners, Inc. (1)                                              3,800,000                 -              -
Sabre Holdings Corp., Class A                                                           7,062,811                 -              -
Harrah's Entertainment, Inc.  (3)                                                       4,650,000         3,669,036              -
ENSCO International Inc.  (3)                                                           8,235,000                 -      3,617,550
USX-U.S. Steel Group   (3)                                                                      -         7,375,000      4,354,000
Advanced Micro Devices, Inc.  (1) (3)                                                  12,000,000         7,800,000              -
Big Lots, Inc   (1) (3)                                                                 7,000,000                 -      4,000,000
Broadview Networks Holdings Inc., Series E, convertible preferred  (1) (3)              1,588,972                 -      1,588,972
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (3)                634,116                 -        634,116
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012  (1) (3)                96,812                 -         96,812
Broadview Networks Holdings, Inc., Class A  (1) (2) (3) (4)                                     -            31,812              -
Broadview Networks Holdings, Inc., Series B  (1) (2) (3) (4)                                    -             1,272              -
Pogo Producing Co.  (3)                                                                 3,644,400                 -      3,644,400
Rowan Companies, Inc.  (3)                                                              6,450,000                 -      3,475,000
SINA Corp.  (1) (3)                                                                     2,552,000                 -      2,552,000



                                                                                                                       Market value
                                                                                                         Dividend or  of affiliates
Company                                                                           Ending shares or          interest     at 8/31/05
                                                                                  principal amount      income (000)          (000)


Burlington Resources Inc.                                                               20,260,000           $ 6,761    $ 1,494,985
Forest Laboratories, Inc. (1)                                                           19,755,600                 -        877,149
EOG Resources, Inc.                                                                     12,430,000             1,739        793,407
Maxim Integrated Products, Inc.                                                         17,640,000             6,846        752,346
Qwest Communications International Inc. (1)                                            117,900,000                 -        459,810
Qwest Capital Funding, Inc. 7.75% 2031                                                $ 53,800,000             3,565         47,075
U S WEST Capital Funding, Inc. 6.875% 2028                                            $ 36,000,000             2,258         30,060
Qwest Capital Funding, Inc. 7.625% 2021                                               $ 25,000,000             1,663         22,250
U S WEST Capital Funding, Inc. 6.50% 2018                                             $ 25,250,000             1,633         21,463
BJ Services Co.                                                                          8,975,000             2,343        566,143
Noble Corp.                                                                              7,585,000               400        540,810
Xilinx, Inc.                                                                            18,850,000             4,280        529,496
KLA-Tencor Corp.                                                                        10,375,000             2,442        526,635
Express Scripts, Inc. (1)                                                                9,000,000                 -        520,740
Limited Brands, Inc.                                                                    20,700,000            39,744        454,986
Altera Corp. (1)                                                                        20,400,000                 -        446,148
Freeport-McMoRan Copper & Gold Inc., Class B                                             9,596,000            16,374        404,663
Microchip Technology Inc.                                                               12,755,000             4,283        396,936
CONSOL Energy Inc. (2)                                                                   3,700,000             2,072        257,890
CONSOL Energy Inc.                                                                       1,728,200               578        120,456
Teradyne, Inc. (1)                                                                      12,725,000                 -        213,780
Ceridian Corp. (1)                                                                       9,219,900                 -        187,164
Brinker International, Inc. (1)                                                          5,000,000                 -        185,750
American Pharmaceutical Partners, Inc. (1)                                               3,800,000                 -        174,724
Sabre Holdings Corp., Class A                                                            7,062,811             2,437        135,465
Harrah's Entertainment, Inc.  (3)                                                        8,319,036             8,558              -
ENSCO International Inc.  (3)                                                            4,617,450               618              -
USX-U.S. Steel Group   (3)                                                               3,021,000             1,612              -
Advanced Micro Devices, Inc.  (1) (3)                                                   19,800,000                 -              -
Big Lots, Inc   (1) (3)                                                                  3,000,000                 -              -
Broadview Networks Holdings Inc., Series E, convertible preferred  (1) (3)                       -                 -              -
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012 (1) (3)                       -                 -              -
Broadview Networks Holdings, Inc., Series E, warrants, expire 2012  (1) (3)                      -                 -              -
Broadview Networks Holdings, Inc., Class A  (1) (2) (3) (4)                                 31,812                 -              -
Broadview Networks Holdings, Inc., Series B  (1) (2) (3) (4)                                 1,272                 -              -
Pogo Producing Co.  (3)                                                                          -               502              -
Rowan Companies, Inc.  (3)                                                               2,975,000             2,654              -
SINA Corp.  (1) (3)                                                                              -                 -              -

                                                                                                           $ 113,362   $ 10,160,331



(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 in "Other securities" in the summary investment portfolio,
    was $3,704,926,000, which  represented 3.23% of the net assets of the fund.
(3) Unaffiliated issuer at 8/31/2005
(4) Valued under fair value procedures adopted by authority of the Board of
    Directors.

ADR = American Depositary Receipts


See Notes to Financial Statements


FINANCIAL STATEMENTS

Statement of assets and liabilities
at August 31, 2005                            (dollars and shares in thousands,
                                                      except per-share amounts)


                                                                                                              
Assets:
 Investment securities at market:
  Unaffiliated issuers (cost: $84,162,814)                                         $104,539,127
  Affiliated issuers (cost: $6,861,366)                                              10,160,331                     $114,699,458
 Cash denominated in non-U.S. currencies
  (cost: $10,782)                                                                                                         10,566
 Cash                                                                                                                        124
 Receivables for:
  Sales of investments                                                                  243,490
  Sales of fund's shares                                                                216,217
  Dividends and interest                                                                108,300
  Other                                                                                   3,369                          571,376
                                                                                                                     115,281,524
Liabilities:
 Payables for:
  Purchases of investments                                                              351,470
  Repurchases of fund's shares                                                          157,260
  Investment advisory services                                                           24,302
  Services provided by affiliates                                                        82,305
  Deferred Directors'  compensation                                                       1,853
  Other fees and expenses                                                                 9,133                          626,323
Net assets at August 31, 2005                                                                                       $114,655,201

Net assets consist of:
 Capital paid in on shares of capital stock                                                                          $89,963,596
 Undistributed net investment income                                                                                     383,091
 Undistributed net realized gain                                                                                         640,797
 Net unrealized appreciation                                                                                          23,667,717
Net assets at August 31, 2005                                                                                       $114,655,201


Total authorized  capital stock - 5,500,000  shares,  $.001 par value (3,908,881
total shares outstanding)


                                                                                              
                                                         Net assets          Shares outstanding        Net asset value per share
                                                                                                                             (1)
Class A                                                 $67,792,765                   2,297,028                           $29.51
Class B                                                   6,098,096                     213,609                            28.55
Class C                                                   7,054,138                     247,782                            28.47
Class F                                                  12,122,385                     412,803                            29.37
Class 529-A                                               1,386,413                      47,133                            29.42
Class 529-B                                                 334,422                      11,647                            28.71
Class 529-C                                                 447,032                      15,563                            28.72
Class 529-E                                                  75,625                       2,588                            29.23
Class 529-F                                                  29,952                       1,019                            29.38
Class R-1                                                   122,134                       4,229                            28.88
Class R-2                                                 1,566,860                      54,285                            28.86
Class R-3                                                 6,388,908                     219,149                            29.15
Class R-4                                                 8,032,096                     273,644                            29.35
Class R-5                                                 3,204,375                     108,402                            29.56


(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 $31.31 and
    $31.21, respectively.

See Notes to Financial Statements

Statement of operations
for the year ended August 31, 2005                      (dollars in thousands)


                                                                                                               
Investment income:
 Income:
  Dividends (net of non-U.S. withholding
            tax of $29,201; also includes
            $104,244 from affiliates)                                                        $1,104,697
  Interest (net of non-U.S. withholding
            tax of $1; also includes
            $9,118 from affiliates)                                                             264,788              $1,369,485

 Fees and expenses: (1)
  Investment advisory services                                                                  276,238
  Distribution services                                                                         344,109
  Transfer agent services                                                                        75,687
  Administrative services                                                                        53,867
  Reports to shareholders                                                                         2,051
  Registration statement and prospectus                                                           3,839
  Postage, stationery and supplies                                                                9,044
  Directors' compensation                                                                           617
  Auditing and legal                                                                                199
  Custodian                                                                                       6,629
  State and local taxes                                                                               1
  Other                                                                                             271
  Total fees and expenses before reimbursements/waivers                                         772,552
 Less reimbursement/waiver of fees and expenses:
  Investment advisory services                                                                   20,117
  Administrative services                                                                           534
  Total fees and expenses after reimbursements/waivers                                                                  751,901
 Net investment income                                                                                                  617,584

Net realized gain and unrealized
 appreciation on investments
 and non-U.S. currency:
 Net realized gain (loss) on:
  Investments including $6,372 net gain from affiliates                                       1,059,576
  Non-U.S. currency transactions                                                                 (4,872)              1,054,704
 Net unrealized appreciation on:
  Investments                                                                                16,659,996
  Non-U.S. currency translations                                                                     99              16,660,095
   Net realized gain and
    unrealized appreciation
    on investments and non-U.S. currency                                                                             17,714,799
Net increase in net assets resulting
 from operations                                                                                                    $18,332,383

(1)  Additional  information  related to  class-specific  fees and  expenses  is
included in the Notes to Financial Statements.

See Notes to Financial Statements




Statements of changes in net assets                      (dollars in thousands)

                                                                                                      Year ended August 31
                                                                                                   2005                    2004
Operations:
 Net investment income                                                                         $617,584                 $57,036
 Net realized gain on investments and
  non-U.S. currency transactions                                                              1,054,704               1,517,009
 Net unrealized appreciation
  on investments and non-U.S. currency translations                                          16,660,095               2,933,858
  Net increase in net assets
   resulting from operations                                                                 18,332,383               4,507,903


Dividends paid to shareholders
 from net investment income                                                                    (281,650)                (20,306)

Capital share transactions                                                                   17,405,596              21,009,117

Total increase in net assets                                                                 35,456,329              25,496,714

Net assets:
 Beginning of year                                                                           79,198,872              53,702,158
 End of year (including undistributed
  net investment income: $383,091 and $52,263, respectively)                               $114,655,201             $79,198,872

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 0%    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  proceeds.  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,   including  short-term  securities
          purchased  with  more  than 60 days left to  maturity,  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  originally  purchased with
          maturities  greater than 60 days are determined  based on an amortized
          value to par when they reach 60 days or less  remaining  to  maturity.
          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.  withholding  taxes paid.
Gains  realized by the fund on the sale of securities  in certain  countries are
subject to non-U.S.  taxes.  The fund  records a liability  based on  unrealized
gains to provide for  potential  non-U.S.  taxes  payable upon the sale of these
securities.  For the  year  ended  August  31,  2005,  there  were  no  non-U.S.
withholding taxes paid on realized gains. As of August 31, 2005, non-U.S.  taxes
provided on unrealized gains were $7,298,000.


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;  and cost of  investments  sold.  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 for financial  reporting
purposes.  As of August 31, 2005, the cost of investment  securities for federal
income tax purposes was $91,038,039,000.

During the year ended August 31, 2005,  the fund  reclassified  $4,872,000  from
undistributed  net  investment  income to  undistributed  net realized gains and
$234,000 from  undistributed  net investment income to capital paid in on shares
of capital stock to align financial reporting with tax reporting.

As of August 31, 2005, the components of  distributable  earnings on a tax basis
were as follows (dollars in thousands):


                                                                                                        
Undistributed net investment income and non-U.S. currency gains                                              $387,628
Loss deferrals related to non-U.S. currency that were realized during the period
   November 1, 2004 through August 31, 2005                                                                    (2,683)
Undistributed long-term capital gains                                                                         654,656
Gross unrealized appreciation on investment securities                                                     26,048,163
Gross unrealized depreciation on investment securities                                                     (2,386,744)
Net unrealized appreciation on investment securities                                                       23,661,419


At the  beginning  of the period,  the fund had a capital loss  carryforward  of
$405,043,000  expiring in 2011.  The capital loss  carryforward  was utilized to
offset  capital gains  realized  during the current year.  During the year ended
August 31,  2005,  the fund  realized,  on a tax basis,  a net  capital  gain of
$1,059,699,000.

Ordinary income  distributions  paid to shareholders  from net investment income
and non-U.S. currency gains were as follows (dollars in thousands):


                                                                                       
Share class                                         Year ended   August 31, 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                                                                3,701                                      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                                                                  $ 281,650                                 $ 20,306


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
period,  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 0.260%
on such  assets in excess of $89  billion.  The Board of  Directors  approved an
amended agreement effective,  September 1, 2005,  continuing the series of rates
to include  additional  annual  rates of 0.255% on daily net assets in excess of
$102.5 billion but not exceeding  $116 billion;  0.250% on such assets in excess
of $116 billion but not  exceeding  $130  billion;  and 0.245% on such assets in
excess of $130  billion.  During the year ended  August 31,  2005,  CRMC reduced
investment  advisory  services  fees  to  the  rates  provided  by  the  amended
agreement.  CRMC is also  currently  waiving a portion  of  investment  advisory
services fees. At the beginning of the period,  CRMC waived 5% of these fees and
increased  the waiver to 10% on April 1, 2005.  During the year ended August 31,
2005, total investment  advisory  services fees waived by CRMC were $20,117,000.
As a  result,  the  fee  shown  on  the  accompanying  financial  statements  of
$276,238,000,  which was equivalent to an annualized rate of 0.285%, was reduced
to $256,121,000, or 0.264% 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 and service
          existing  accounts.  The  plans  provide  for  payments,  based  on an
          annualized percentage of average daily net assets,  ranging from 0.25%
          to 1.00% as noted below.  In some cases,  the Board of  Directors  has
          limited the amounts that may be paid to less than the maximum  allowed
          by the plans.  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.   The  remaining  amounts
          available  to be paid under  each plan are paid to selling  dealers to
          compensate them for their selling activities.

          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.  These classes  reimburse
          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, 2005,  unreimbursed expenses subject to reimbursement
          totaled  $13,851,000 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 share classes other than classes A and B.
          Each relevant share class pays CRMC annual fees up to 0.15% (0.10% for
          Class R-5) based on its  respective  average  daily net  assets.  Each
          relevant  share  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.  CRMC has agreed to pay
          AFS on the fund's behalf for a portion of the transfer  agent services
          fees for some of the retirement plan share classes. For the year ended
          August 31, 2005, the total  administrative  services fees paid by CRMC
          were  $534,000  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
          year ended August 31, 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        $150,085          $69,362        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B         54,762            6,325         Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          58,814         Included            $8,871             $1,482           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F         23,890          Included            13,135              1,042           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A        1,845          Included            1,505                186               $ 1,094
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B        2,777          Included             384                 126                 278
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C        3,569          Included             493                 135                 358
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E         299           Included              82                 10                   60
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F         36            Included              32                  4                   23
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1          879           Included             133                 36             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2         9,175          Included            1,834               3,801           Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3        23,709          Included            7,055                719            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4         14,269         Included            8,652                117            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included            2,181                 39            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total         $344,109          $75,687           $44,357             $7,697               $1,813
         --------------------------------------------------------------------------------------------------------------
         

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 $617,000,  shown on the accompanying
financial statements,  includes $344,000 in current fees (either paid in cash or
deferred) and a net increase of $273,000 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, 2005
Class A                                                           $ 11,936,861        441,726            $ 188,689        7,094
Class B                                                                792,730         30,457                    -            -
Class C                                                              1,888,048         72,219                    -            -
Class F                                                              4,413,012        163,978               28,586        1,080
Class 529-A                                                            411,150         15,278                3,701          139
Class 529-B                                                             73,941          2,818                    -            -
Class 529-C                                                            129,269          4,900                    -            -
Class 529-E                                                             22,803            854                   20            1
Class 529-F                                                             11,393            427                   69            2
Class R-1                                                               77,632          2,932                    -            -
Class R-2                                                              766,575         28,964                    -            -
Class R-3                                                            3,313,918        124,192                9,421          358
Class R-4                                                            4,688,956        175,888               24,612          930
Class R-5                                                            2,033,183         75,500               13,271          499
Total net increase
   (decrease)                                                     $ 30,559,471      1,140,133            $ 268,369       10,103

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
Year ended August 31, 2005
Class A                                                          $ (8,043,207)       (297,741)         $ 4,082,343      151,079
Class B                                                              (487,396)        (18,609)             305,334       11,848
Class C                                                              (726,215)        (27,757)           1,161,833       44,462
Class F                                                            (1,339,348)        (49,720)           3,102,250      115,338
Class 529-A                                                           (46,982)         (1,733)             367,869       13,684
Class 529-B                                                            (8,482)           (320)              65,459        2,498
Class 529-C                                                           (19,885)           (747)             109,384        4,153
Class 529-E                                                            (2,601)            (97)              20,222          758
Class 529-F                                                            (1,256)            (46)              10,206          383
Class R-1                                                             (28,663)         (1,077)              48,969        1,855
Class R-2                                                            (277,631)        (10,385)             488,944       18,579
Class R-3                                                            (952,949)        (35,566)           2,370,390       88,984
Class R-4                                                          (1,063,809)        (39,544)           3,649,759      137,274
Class R-5                                                            (423,820)        (15,721)           1,622,634       60,278
Total net increase
   (decrease)                                                   $ (13,422,244)       (499,063)        $ 17,405,596      651,173

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 $32,791,075,000 and  $17,763,268,000,  respectively,  during the
year ended August 31, 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
year ended  August 31,  2005,  the  custodian  fee of  $6,629,000,  shown on the
accompanying  financial  statements,  includes  $96,000  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 8/31/2005                                                  $24.43           $.21                 $4.96           $5.17
 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)
Class B:
 Year ended 8/31/2005                                                   23.73              -                  4.82            4.82
 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)
Class C:
 Year ended 8/31/2005                                                   23.68           (.01)                 4.80            4.79
 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 8/31/2005                                                   24.33            .20                  4.94            5.14
 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 8/31/2005                                                   24.38            .19                  4.95            5.14
 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 8/31/2005                                                   23.91           (.04)                 4.84            4.80
 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 8/31/2005                                                   23.91           (.04)                 4.85            4.81
 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 8/31/2005                                                   24.22            .10                  4.92            5.02
 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 8/31/2005                                                   24.34            .19                  4.94            5.13
 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   (loss) income      and unrealized)     operations
Class R-1:
 Year ended 8/31/2005                                                  $24.02          $(.01)                $4.87           $4.86
 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 8/31/2005                                                   24.01           (.01)                 4.86            4.85
 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 8/31/2005                                                   24.18            .12                  4.91            5.03
 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 8/31/2005                                                   24.35            .19                  4.94            5.13
 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 8/31/2005                                                   24.50            .28                  4.97            5.25
 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 8/31/2005                                                   $(.09)            $ -               $(.09)          $29.51
 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
Class B:
 Year ended 8/31/2005                                                       -               -                   -            28.55
 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
Class C:
 Year ended 8/31/2005                                                       -               -                   -            28.47
 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 8/31/2005                                                    (.10)              -                (.10)           29.37
 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 8/31/2005                                                    (.10)              -                (.10)           29.42
 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 8/31/2005                                                       -               -                   -            28.71
 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 8/31/2005                                                       -               -                   -            28.72
 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 8/31/2005                                                    (.01)              -                (.01)           29.23
 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 8/31/2005                                                    (.09)              -                (.09)           29.38
 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 8/31/2005                                                     $ -             $ -                 $ -           $28.88
 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 8/31/2005                                                       -               -                   -            28.86
 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 8/31/2005                                                    (.06)              -                (.06)           29.15
 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 8/31/2005                                                    (.13)              -                (.13)           29.35
 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 8/31/2005                                                    (.19)              -                (.19)           29.56
 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
                                                                            to average net       to average net   Ratio of net
                                                             Net assets,     assets before         assets after  income (loss)
                                                   Total   end of period   reimbursements/      reimbursements/     to average
                                               return (3)   (in millions)          waivers          waivers (4)     net assets
Class A:
 Year ended 8/31/2005                              21.20%        $67,793               .68%                 .66%          .76%
 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
Class B:
 Year ended 8/31/2005                              20.31           6,098              1.43                 1.41           .01
 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)
Class C:
 Year ended 8/31/2005                              20.23           7,054              1.48                 1.46          (.05)
 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 8/31/2005                              21.18          12,122               .70                  .68           .73
 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 8/31/2005                              21.13           1,386               .73                  .71           .69
 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 8/31/2005                              20.08             335              1.59                 1.57          (.16)
 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 8/31/2005                              20.12             447              1.58                 1.56          (.15)
 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 8/31/2005                              20.73              76              1.06                 1.04           .36
 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 8/31/2005                              21.12              30               .72                  .70           .70
 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
                                                                            to average net       to average net    Ratio of net
                                                             Net assets,     assets before         assets after   (loss) income
                                                   Total   end of period   reimbursements/      reimbursements/      to average
                                                 return    (in millions)          waivers           waivers (4)      net assets
Class R-1:
 Year ended 8/31/2005                              20.23%           $122              1.47%                1.44%         (.05)%
 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 8/31/2005                              20.20           1,567              1.51                 1.45          (.04)
 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 8/31/2005                              20.83           6,389               .96                  .94           .46
 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 8/31/2005                              21.15           8,032               .70                  .68           .72
 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 8/31/2005                              21.52           3,204               .40                  .38          1.02
 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
                                                                        2005     2004       2003      2002      2001

Portfolio turnover rate for all classes of shares                        20%      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 year ended 8/31/2005, 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) Amount less than one cent.
(6) Annualized.

See Notes to Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors 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 summary  investment
portfolio,  as of August 31, 2005,  and the related  statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended,  and the  financial  highlights  for each of the
periods presented.  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.  The Fund
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits included consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Fund's internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  Our procedures included confirmation
of securities owned as of August 31, 2005, by correspondence  with the custodian
and brokers;  where replies were not received from brokers,  we performed  other
auditing  procedures.  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,  2005,  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 periods  presented,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.


Deloitte & Touche LLP
Costa Mesa, California
October 4, 2005


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, 2005.

Individual shareholders are eligible for reduced tax rates on qualified dividend
income. The fund designates 100% of the dividends received as qualified dividend
income.

Corporate  shareholders may exclude up to 70% of qualifying dividends.  The fund
designates $612,977,000 of dividends received as qualified dividend income.

For state tax  purposes,  certain  states may exempt from income  taxation  that
portion of the income  dividends  paid by the fund that were derived from direct
U.S. government obligations. The fund designates $38,997,000 as interest derived
on direct U.S. government obligations.

INDIVIDUAL  SHAREHOLDERS  SHOULD  REFER  TO THEIR  FORM  1099-DIV  OR OTHER  TAX
INFORMATION  WHICH WILL BE MAILED IN JANUARY 2006 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 2005 TAX RETURNS.  SHAREHOLDERS  SHOULD  CONSULT
THEIR TAX ADVISERS.



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 (March 1,
2005, through August 31, 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  0.75%  to 1.50%  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 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
0.75% to  1.50% 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 account        Ending account          Expenses paid       Annualized
                                                  value 3/1/2005       value 8/31/2005       during period(1)    expense ratio

Class A -- actual return                               $1,000.00             $1,082.13                  $3.36             .64%
Class A -- assumed 5% return                            1,000.00              1,021.98                   3.26             .64
Class B -- actual return                                1,000.00              1,078.16                   7.28            1.39
Class B -- assumed 5% return                            1,000.00              1,018.20                   7.07            1.39
Class C -- actual return                                1,000.00              1,077.99                   7.54            1.44
Class C -- assumed 5% return                            1,000.00              1,017.95                   7.32            1.44
Class F -- actual return                                1,000.00              1,082.17                   3.46             .66
Class F -- assumed 5% return                            1,000.00              1,021.88                   3.36             .66
Class 529-A -- actual return                            1,000.00              1,082.01                   3.73             .71
Class 529-A -- assumed 5% return                        1,000.00              1,021.63                   3.62             .71
Class 529-B -- actual return                            1,000.00              1,077.29                   8.12            1.55
Class 529-B -- assumed 5% return                        1,000.00              1,017.39                   7.88            1.55
Class 529-C -- actual return                            1,000.00              1,077.26                   8.06            1.54
Class 529-C -- assumed 5% return                        1,000.00              1,017.44                   7.83            1.54
Class 529-E -- actual return                            1,000.00              1,080.19                   5.35            1.02
Class 529-E -- assumed 5% return                        1,000.00              1,020.06                   5.19            1.02
Class 529-F -- actual return                            1,000.00              1,082.12                   3.20             .61
Class 529-F -- assumed 5% return                        1,000.00              1,022.13                   3.11             .61
Class R-1 -- actual return                              1,000.00              1,078.00                   7.39            1.41
Class R-1 -- assumed 5% return                          1,000.00              1,018.10                   7.17            1.41
Class R-2 -- actual return                              1,000.00              1,077.66                   7.54            1.44
Class R-2 -- assumed 5% return                          1,000.00              1,017.95                   7.32            1.44
Class R-3 -- actual return                              1,000.00              1,080.42                   4.82             .92
Class R-3 -- assumed 5% return                          1,000.00              1,020.57                   4.69             .92
Class R-4 -- actual return                              1,000.00              1,082.22                   3.52             .67
Class R-4 -- assumed 5% return                          1,000.00              1,021.83                   3.41             .67
Class R-5 -- actual return                              1,000.00              1,083.58                   1.94             .37
Class R-5 -- assumed 5% return                          1,000.00              1,023.34                   1.89             .37


(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).



APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AND SERVICE AGREEMENT

The fund's  Board  members have  approved  the renewal of the fund's  Investment
Advisory and Service  Agreement  (the  "agreement")  with  Capital  Research and
Management  Company ("CRMC") for an additional  one-year term through August 31,
2006.  The renewal of the  agreement  was  approved by the Board  following  the
recommendation   of  the  fund's   Governance   and  Contracts   Committee  (the
"committee"), which is comprised of all of the fund's independent Board members.
The  information,  material facts and conclusions  that formed the basis for the
committee's  recommendation  and the Board's  subsequent  approval are described
below.

1. INFORMATION RECEIVED

Materials  reviewed  -- During the course of each year,  the  independent  Board
members receive a wide variety of materials relating to the services provided by
CRMC, including reports on the fund's investment results, portfolio composition,
portfolio  trading  practices,   shareholder  services,  and  other  information
relating to the nature,  extent and quality of services  provided by CRMC to the
fund. In addition, the committee requests and reviews supplementary  information
that  includes  extensive  materials  regarding the fund's  investment  results,
advisory fee and expense  comparisons  (including  comparisons  to advisory fees
charged  by an  affiliate  of  CRMC to  institutional  clients),  financial  and
profitability information regarding CRMC, descriptions of various functions such
as compliance monitoring and portfolio trading practices,  and information about
the personnel providing investment management and administrative services to the
fund.

Review process -- The committee  received  assistance and advice regarding legal
and  industry  standards  from  independent  counsel  to the  independent  Board
members.  The  committee  discussed  the  renewal  of the  agreement  with  CRMC
representatives and in a private session with independent legal counsel at which
no representatives of CRMC were present. In deciding to recommend the renewal of
the agreement,  the committee did not identify any single or particular piece of
information  that,  in  isolation,  was the  controlling  factor.  This  summary
describes  the most  important,  but not all, of the factors  considered  by the
Board and the Committee.

2. NATURE, EXTENT AND QUALITY OF SERVICES

CRMC, its personnel and its resources -- The Board and the committee  considered
the depth and quality of CRMC's  investment  management  process,  including its
global research  capabilities;  the experience,  capability and integrity of its
senior  management  and  other  personnel;  the low  turnover  rates  of its key
personnel; the overall financial strength and stability of its organization; and
the ability of its  organizational  structure  to address  the recent  growth in
assets under  management.  The Board and the committee also considered that CRMC
made  available  to its  investment  professionals  a variety of  resources  and
systems  relating to investment  management,  compliance,  trading,  results and
portfolio  accounting.   They  considered  CRMC's  commitment  to  investing  in
information  technology supporting  investment  management and compliance.  They
further  considered  CRMC's  continuing  need to attract  and  retain  qualified
personnel and to maintain and enhance its resources and systems.

Other  services  -- The  Board and the  committee  considered  CRMC's  policies,
procedures and systems to ensure compliance with applicable laws and regulations
and its  commitment  to these  programs;  its efforts to keep the Board  members
informed;  and its  attention to matters that may involve  conflicts of interest
with the fund. The Board and the committee also  considered the nature,  extent,
quality  and  cost of  administrative,  distribution  and  shareholder  services
provided by CRMC to the fund under the agreement and other agreements, including
the information technology, legal, and fund accounting and treasury functions.

The Board and the committee concluded that the nature, extent and quality of the
services  provided by CRMC have  benefited and will continue to benefit the fund
and its shareholders.

3. INVESTMENT RESULTS

The Board and committee  considered the investment  results of the fund in light
of its objective of providing growth of capital.  They compared the fund's total
returns with the total returns of the Lipper  Multi-Cap Growth Index (the Lipper
category that includes the fund),  the Lipper Multi-Cap Core Index, the averages
of the funds included in those Indexes each year, and the averages of a group of
selected  growth funds with assets over $1 billion.  The Board and the committee
noted that for the one-,  five- and 10-year  periods  ended March 31, 2005,  the
fund's investment results were better than all of these measurements (except for
the  five-year  comparison  to the  average of the funds in the  Multi-Cap  Core
Index). The Board and the committee concluded that CRMC's record in managing the
fund  indicates  that its  continued  management  will  benefit the fund and its
shareholders.

4. ADVISORY FEES AND TOTAL EXPENSES

The  Board  and the  committed  compared  the  advisory  fees of the  fund (as a
percentage  of average net assets) with the median fee levels of all other funds
(excluding  index funds and funds of funds) in the Lipper Multi-Cap Growth Index
and the  Lipper  Multi-Cap  Core  Index  (the  "Lipper  Indexes"),  and with the
effective  advisory fee rates at various asset levels of a number of the largest
other funds in the Multi-Cap Core Index (the "selected large funds").  The Board
and the  committee  observed  that the fund's  advisory fees were well below the
median for all such other  funds in the Lipper  Indexes  for the entire  10-year
period  ended August 31, 2004,  and that its  effective  advisory fee rates were
below  those of all of the  selected  large  funds at asset  levels in excess of
approximately $5 billion. The Board and the committee also noted the complexwide
5% voluntary  advisory fee waiver that CRMC put into effect during 2004, and the
additional 5% advisory fee waiver implemented effective April 1, 2005. The Board
and the committee  concluded  that the relatively low level of the advisory fees
charged by CRMC will benefit the fund and its shareholders.

The Board and the  committee  also reviewed  information  regarding the advisory
fees  paid  by  institutional  clients  of an  affiliate  of CRMC  with  similar
investment  mandates.  They  concluded  that,  although  the fees  paid by those
clients  generally were lower than those paid by American Funds, the differences
appropriately  reflected  CRMC's  significantly  greater  responsibilities  with
respect  to  American  Funds  and  the  more  comprehensive   regulatory  regime
applicable to mutual funds.

In addition,  the Board and the  committee  reviewed  information  regarding the
total  expenses of the fund (as a percentage of average net assets) and compared
such amounts with the median expense levels of all other funds  (excluding index
funds and funds of funds) in the  Lipper  Indexes  and the  Lipper  Growth  Fund
Index.  The Board and the  committee  noted that the fund's total  expenses were
well  below the  median  for all other  funds in these  Indexes  for the  entire
10-year period ended August 31, 2004.

5. ADVISER COSTS, LEVEL OF PROFITS AND ECONOMIES OF SCALE

The Board and the  committee  reviewed  information  regarding  CRMC's  costs of
providing  services to the American  Funds,  as well as the  resulting  level of
profits to CRMC,  noting that those  results  were  comparable  to the  reported
results of several large,  publicly held investment  management  companies.  The
committee also received information during the past year regarding the structure
and manner in which CRMC's investment  professionals were compensated and CRMC's
view of the relationship of such compensation to the attraction and retention of
quality personnel.  The Board and the committee considered CRMC's willingness to
invest  in  technology,  infrastructure  and  staff to  reinforce  and offer new
services  and to  accommodate  changing  regulatory  requirements.  They further
considered  that  breakpoints  in the fund's  advisory fee structure  (including
additional  breakpoints  for net  assets of the fund in  excess  of $89  billion
adopted in connection with the renewal of the agreement)  provide for reductions
in the  level  of fees  charged  by CRMC to the  fund as fund  assets  increase,
reflecting  economies  of scale in the cost of  operations  that are shared with
fund  shareholders.  The Board and the committee  concluded that the fund's cost
structure was reasonable  and that CRMC was sharing  economies of scale with the
fund and its shareholders, to their benefit.

6. ANCILLARY BENEFITS

The Board and the committee  considered a variety of other benefits  received by
CRMC and its affiliates as a result of CRMC's relationship with the fund and the
other American Funds,  including fees for  administrative  services  provided to
certain share classes;  fees paid to CRMC's  affiliated  transfer  agent;  sales
charges and  distribution  fees  received and  retained by the fund's  principal
underwriter,  an affiliate of CRMC;  and possible  ancillary  benefits to CRMC's
institutional  management affiliate. The Board and the committee reviewed CRMC's
portfolio  trading  practices,  noting that,  while CRMC receives the benefit of
research provided by broker-dealers  executing portfolio  transactions on behalf
of the fund, it does not obtain third-party research or other services in return
for allocating brokerage to such broker-dealers.

7. CONCLUSIONS

Based on their  review,  including  their  consideration  of each of the factors
referred to above,  the Board and the committee  concluded that the agreement is
fair  and  reasonable  to  the  fund  and  its  shareholders,  that  the  fund's
shareholders received reasonable value in return for the advisory fees and other
amounts paid to CRMC by the fund,  and that the renewal of the  agreement was in
the best interests of the fund and its shareholders.


BOARD OF DIRECTORS AND OFFICERS

                                                        
"NON-INTERESTED" DIRECTORS

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

Joseph C. Berenato, 59                          2003          Chairman of the Board and CEO, Ducommun Incorporated (aerospace
                                                              components manufacturer)

Robert J. Denison, 64                           2005          Chair, First Security Management (private investments)

Robert A. Fox, 68                               1970          Managing General Partner, Fox Investments LP; former Professor,
                                                              University of California; retired President and CEO, Foster Farms
                                                              (poultry producer)

Leonade D. Jones, 57                            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, 68                            1976          Professor of Finance, Graduate School of Business, Stanford University

Gail L. Neale, 70                               1998          President, The Lovejoy Consulting Group, Inc. (a pro  bono consulting
                                                              group advising nonprofit organizations)

Henry E. Riggs, 70                              1989          President Emeritus, Keck Graduate Institute of
Chairman of the Board                                         Applied Life Sciences
(Independent and Non-Executive)

Patricia K. Woolf, Ph.D., 71                    1985          Private investor; corporate director; former 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, 59                            4           Ducommun Incorporated

Robert J. Denison, 64                             6           None

Robert A. Fox, 68                                 7           Crompton Corporation

Leonade D. Jones, 57                              6           None

John G. McDonald, 68                              8           iStar Financial, Inc.; Plum Creek Timber Co.; Scholastic Corporation;
                                                              Varian, Inc.

Gail L. Neale, 70                                 6           None

Henry E. Riggs, 70                                4           None
Chairman of the Board
(Independent and Non-Executive)

Patricia K. Woolf, Ph.D., 71                      6           Crompton Corporation; First Energy Corporation


"INTERESTED" DIRECTORS(4)

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

James F. Rothenberg, 59                         1997          President and Director, Capital Research and
Vice Chairman of the Board                                    Management Company; Director, American Funds Distributors, Inc.;(5)
                                                              Director, The Capital Group Companies, Inc.;(5) Director, Capital
                                                              Group Research, Inc.(5)

Donald D. O'Neal, 45                            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, 59                           2           None
Vice Chairman of the Board

Donald D. O'Neal, 45                              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, 58                             1992          Senior Vice President and Director, Capital
Senior Vice President                                         Research and Management Company


Paul G. Haaga, Jr., 56                          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) 40                          1999          President and Director, Capital Research
Senior Vice President                                         Company;(5) Director, American Funds Distributors, Inc.(5)

Richard M. Beleson,(6) 51                       1992          Director, Capital Research and Management
Vice President                                                Company; Senior Vice President,
                                                              Capital Research Company(5)

Michael T. Kerr, 46                             1998          Vice President, Capital Research and Management
Vice President                                                Company; Senior Vice President,
                                                              Capital Research Company(5)

Mark E. Merritt,(6) 36                          2004          Vice President, Capital Research Company(5)
Vice President

Patrick F. Quan, 47                           1986-1998       Vice President -- Fund Business Management
Secretary                                       2000          Group, Capital Research and Management Company


Sheryl F. Johnson, 37                           1998          Vice President -- Fund Business Management
Treasurer                                                     Group, Capital Research and Management Company


David A. Pritchett, 39                          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
695 Town Center Drive
Suite 1200
Costa Mesa, CA 92626-7188

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. IF YOU RESIDE IN A STATE OTHER THAN VIRGINIA, THERE MAY BE AN
IN-STATE  PLAN  THAT  PROVIDES  TAX AND OTHER  BENEFITS  NOT  AVAILABLE  THROUGH
COLLEGEAMERICA.  TALK TO YOUR TAX  ADVISER.  COLLEGEAMERICA  IS  DISTRIBUTED  BY
AMERICAN FUNDS DISTRIBUTORS AND SOLD THROUGH UNAFFILIATED INTERMEDIARIES.

"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 files its proxy voting
record  with the SEC for the 12 months  ended  June 30 by August  31. The report
also is available on the SEC and American Funds websites.

A  complete  August  31,  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.  This
form is  available  free of charge on the SEC website or upon request by calling
AFS.  You may also  review  or,  for a fee,  copy the form 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  December 31, 2005,  this report must be accompanied by an
American  Funds  statistical  update for the most  recently  completed  calendar
quarter.


[logo - American Funds(R)]

CollegeAmerica is sponsored by
Virginia College Savings Plan(SM)

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
   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-905-1005P

Litho in USA AGD/AL/8057-S4354

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,  One Market,  Steuart Tower,
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 or
her 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

     Registrant:
             a) Audit Fees:
                    2004             $57,000
                    2005             $67,000
             b) Audit- Related Fees:
                    2004             $8,000
                    2005             none
                    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:
                    2004             $6,000
                    2005             $6,000

                    The tax fees consist of  professional  services  relating to
                    the preparation of the Registrant's tax returns.
             d) All Other Fees:
                    2004             none
                    2005             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):
             a) Not Applicable
             b) Audit- Related Fees:
                    2004             $259,000
                    2005             $428,000
                    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:
                    2004             none
                    2005             none
             d) All Other Fees:
                    2004             none
                    2005             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  non-audit  services  listed  above
provided to the Registrant, adviser, and affiliates.

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 $779,000 for fiscal year 2004
and $1,178,000 for fiscal year 2005. 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 to this  Registrant,  insofar as the  Registrant is not a listed
issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934.


ITEM 6 - Schedule of Investments

[logo - American Funds(R)]

THE GROWTH FUND OF AMERICA(R)
Investment portfolio

August 31, 2005


                                                                                                              
                                                                                                                    Market value
COMMON STOCKS -- 90.21%                                                                                  Shares            (000)


INFORMATION TECHNOLOGY -- 20.34%
Microsoft Corp.                                                                                      84,999,715       $2,328,992
Google Inc., Class A(1)                                                                               8,095,400        2,315,284
Texas Instruments Inc.                                                                               43,120,200        1,409,168
Corning Inc.(1)                                                                                      66,970,000        1,336,721
Taiwan Semiconductor Manufacturing Co. Ltd.                                                         576,377,968          951,642
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)                                                    24,675,200          203,077
Applied Materials, Inc.                                                                              58,665,000        1,074,156
Maxim Integrated Products, Inc.(2)                                                                   17,640,000          752,346
Cisco Systems, Inc.(1)                                                                               40,840,000          719,601
Yahoo! Inc.(1)                                                                                       21,450,554          715,161
First Data Corp.                                                                                     16,540,000          687,237
Analog Devices, Inc.                                                                                 16,716,666          609,322
Samsung Electronics Co., Ltd.                                                                         1,133,800          593,065
Linear Technology Corp.                                                                              15,175,000          575,588
Xilinx, Inc.(2)                                                                                      18,850,000          529,496
KLA-Tencor Corp.(2)                                                                                  10,375,000          526,635
Altera Corp.(1,2)                                                                                    20,400,000          446,148
Advanced Micro Devices, Inc.(1)                                                                      19,800,000          411,246
Microchip Technology Inc.(2)                                                                         12,755,000          396,936
SOFTBANK CORP.                                                                                        7,220,000          366,090
Telefonaktiebolaget LM Ericsson, Class B (ADR)                                                       10,300,000          359,470
Micron Technology, Inc.(1)                                                                           28,510,000          339,554
Automatic Data Processing, Inc.                                                                       7,500,000          320,625
Intuit Inc.(1)                                                                                        6,334,900          290,392
Sun Microsystems, Inc.(1)                                                                            71,546,700          271,877
International Business Machines Corp.                                                                 3,195,000          257,581
EMC Corp.(1)                                                                                         17,700,000          227,622
Oracle Corp.(1)                                                                                      17,475,000          226,651
Dell Inc.(1)                                                                                          6,210,000          221,076
Teradyne, Inc.(1,2)                                                                                  12,725,000          213,780
CDW Corp.                                                                                             3,500,000          206,780
Cadence Design Systems, Inc.(1)                                                                      12,400,000          198,524
Flextronics International Ltd.(1)                                                                    14,815,000          193,484
Ceridian Corp.(1,2)                                                                                   9,219,900          187,164
AU Optronics Corp.                                                                                  125,786,000          185,760
Murata Manufacturing Co., Ltd.                                                                        3,524,000          183,781
Rohm Co., Ltd.                                                                                        1,932,000          175,493
ASML Holding NV (New York registered)(1)                                                              9,625,000          162,662
Hirose Electric Co., Ltd.                                                                             1,289,100          146,806
Mediatek Incorporation                                                                               16,408,434          138,969
Hoya Corp.                                                                                            1,051,000          136,885
Sabre Holdings Corp., Class A(2)                                                                      7,062,811          135,465
Nortel Networks Corp.(1)                                                                             44,300,000          134,672
Fujitsu Ltd.                                                                                         22,260,000          131,983
Hewlett-Packard Co.                                                                                   4,638,500          128,765
Solectron Corp.(1)                                                                                   30,470,600          124,929
Hon Hai Precision Industry Co., Ltd.(1)                                                              22,884,974          118,252
Compuware Corp.(1)                                                                                   13,000,000          117,780
Intel Corp.                                                                                           4,000,000          102,880
VeriSign, Inc.(1)                                                                                     4,500,000           98,100
Lam Research Corp.(1)                                                                                 3,000,000           95,100
Freescale Semiconductor, Inc., Class A(1)                                                             3,500,000           83,580
Freescale Semiconductor, Inc., Class B(1)                                                               140,944            3,394
Lucent Technologies Inc.(1)                                                                          27,500,000           84,700
Paychex, Inc.                                                                                         2,273,019           77,578
National Instruments Corp.                                                                            2,250,000           63,877
Jabil Circuit, Inc.(1)                                                                                1,640,000           48,282
Alcatel (ADR)(1)                                                                                      4,000,000           46,680
Agere Systems Inc., Class A(1)                                                                        3,682,124           41,682
QUALCOMM Inc.(1)                                                                                      1,000,000           39,710
Motorola, Inc.                                                                                        1,276,500           27,930
Sanmina-SCI Corp.(1)                                                                                  4,570,000           23,170
Cypress Semiconductor Corp.(1)                                                                          300,000            4,689
                                                                                                                      23,326,045

ENERGY -- 15.45%
Schlumberger Ltd.                                                                                    20,863,300        1,799,042
Burlington Resources Inc.(2)                                                                         20,260,000        1,494,985
Canadian Natural Resources, Ltd.                                                                     22,890,000        1,127,055
Suncor Energy Inc.                                                                                   18,351,847        1,087,202
Devon Energy Corp.                                                                                   17,680,000        1,074,414
Halliburton Co.                                                                                      12,905,000          799,723
EOG Resources, Inc.(2)                                                                               12,430,000          793,407
Transocean Inc.(1)                                                                                   12,649,900          746,850
Apache Corp.                                                                                          9,395,060          672,874
Petro-Canada                                                                                         16,300,000          658,863
Baker Hughes Inc.                                                                                    10,270,000          603,362
BJ Services Co.(2)                                                                                    8,975,000          566,143
Noble Corp.(2)                                                                                        7,585,000          540,810
Diamond Offshore Drilling, Inc.                                                                       6,425,000          379,460
CONSOL Energy Inc.(2,3)                                                                               3,700,000          257,890
CONSOL Energy Inc.(2)                                                                                 1,728,200          120,456
MOL Magyar Olaj- es Gazipari Rt., Class A                                                             3,425,000          376,455
Occidental Petroleum Corp.                                                                            4,490,000          372,805
Nexen Inc.                                                                                            8,486,211          367,819
Anadarko Petroleum Corp.                                                                              4,000,000          363,480
BG Group PLC                                                                                         40,291,737          362,827
LUKoil Holding (ADR)                                                                                  7,080,000          344,796
Shell Canada Ltd.                                                                                    10,500,000          340,421
Smith International, Inc.                                                                             8,874,600          308,304
Newfield Exploration Co.(1)                                                                           5,674,800          267,964
Cameco Corp.                                                                                          4,500,000          226,762
Imperial Oil Ltd.                                                                                     2,018,744          204,679
Weatherford International Ltd.(1)                                                                     3,000,000          203,130
ENSCO International Inc.                                                                              4,617,450          188,669
National Oilwell Varco Inc.(1)                                                                        2,889,300          185,522
Norsk Hydro ASA (ADR)                                                                                 1,567,800          168,319
Cross Timbers Oil Co.                                                                                 3,500,000          139,300
Premcor Inc.(4)                                                                                       1,438,300          128,149
Repsol YPF, SA                                                                                        4,000,000          118,231
Exxon Mobil Corp.                                                                                     1,900,000          113,810
Rowan Companies, Inc.                                                                                 2,975,000          110,670
Murphy Oil Corp.                                                                                      1,756,000           95,965
                                                                                                                      17,710,613

CONSUMER DISCRETIONARY -- 14.61%
Lowe's Companies, Inc.                                                                               33,160,400        2,132,545
Target Corp.                                                                                         36,435,000        1,958,381
Time Warner Inc.                                                                                     95,650,000        1,714,048
Best Buy Co., Inc.                                                                                   23,663,400        1,127,798
Comcast Corp., Class A(1)                                                                            20,611,500          633,804
Comcast Corp., Class A, special nonvoting stock(1)                                                   10,400,000          313,872
Carnival Corp., units                                                                                16,750,000          826,445
News Corp. Inc., Class A                                                                             45,936,216          744,626
Clear Channel Communications, Inc.                                                                   22,335,000          743,755
Liberty Media Corp., Class A(1)                                                                      82,375,000          684,536
Harrah's Entertainment, Inc.                                                                          8,319,036          578,672
Starbucks Corp.(1)                                                                                   11,699,200          573,729
IAC/InterActiveCorp(1)                                                                               21,375,000          524,756
Expedia, Inc.(1)                                                                                     21,375,000          475,808
Liberty Global International, Inc., Class A(1)                                                        9,210,206          467,418
Limited Brands, Inc.(2)                                                                              20,700,000          454,986
Gap, Inc.                                                                                            20,567,600          390,990
International Game Technology                                                                        12,329,000          341,760
Michaels Stores, Inc.                                                                                 6,700,000          243,210
YUM! Brands, Inc.                                                                                     4,003,200          189,672
Brinker International, Inc.(1,2)                                                                      5,000,000          185,750
Yamada Denki Co., Ltd.                                                                                2,640,000          168,937
Ross Stores, Inc.                                                                                     5,887,000          146,469
Harley-Davidson Motor Co.                                                                             2,957,200          145,672
Magna International Inc., Class A                                                                     1,701,000          124,955
Outback Steakhouse, Inc.                                                                              2,940,000          122,333
A. H. Belo Corp., Class A                                                                             4,850,000          119,116
Toyota Motor Corp.                                                                                    2,730,000          111,036
Interpublic Group of Companies, Inc.(1)                                                               7,700,000           93,401
Lennar Corp., Class A                                                                                 1,500,000           93,150
CarMax, Inc.(1)                                                                                       2,500,000           79,650
Gentex Corp.                                                                                          4,600,000           78,752
TJX Companies, Inc.                                                                                   3,000,000           62,730
Big Lots, Inc.(1)                                                                                     3,000,000           35,430
MGM Mirage, Inc.(1)                                                                                     772,200           32,633
Viacom Inc., Class B, nonvoting                                                                         775,000           26,342
                                                                                                                      16,747,167

HEALTH CARE -- 11.67%
Sanofi-Aventis                                                                                       16,730,175        1,427,016
WellPoint, Inc.(1)                                                                                   15,470,000        1,148,648
Roche Holding AG                                                                                      7,705,000        1,063,097
Forest Laboratories, Inc.(1,2)                                                                       19,755,600          877,149
Genentech, Inc.(1)                                                                                    9,230,500          867,113
Guidant Corp.                                                                                        11,325,000          799,998
AstraZeneca PLC (Sweden)                                                                              7,468,000          342,161
AstraZeneca PLC (ADR)                                                                                 6,072,000          280,041
Amgen Inc.(1)                                                                                         7,160,000          572,084
Cardinal Health, Inc.                                                                                 9,105,000          542,749
Medtronic, Inc.                                                                                       9,380,000          534,660
Express Scripts, Inc.(1,2)                                                                            9,000,000          520,740
Biogen Idec Inc.(1)                                                                                   9,978,000          420,573
Schering-Plough Corp.                                                                                17,839,800          381,950
Eli Lilly and Co.                                                                                     5,480,000          301,510
Celgene Corp.(1)                                                                                      5,900,000          296,180
Aetna Inc.                                                                                            3,640,000          289,999
Gilead Sciences, Inc.(1)                                                                              6,591,249          283,424
AmerisourceBergen Corp.                                                                               3,650,000          272,546
Allergan, Inc.                                                                                        2,725,000          250,836
Abbott Laboratories                                                                                   4,700,000          212,111
Sepracor Inc.(1)                                                                                      3,882,600          194,907
Novo Nordisk A/S, Class B                                                                             3,630,000          186,894
McKesson Corp.                                                                                        3,900,000          182,013
American Pharmaceutical Partners, Inc.(1,2)                                                           3,800,000          174,724
Merck & Co., Inc.                                                                                     6,000,000          169,380
CIGNA Corp.                                                                                           1,000,000          115,320
Medco Health Solutions, Inc.(1)                                                                       2,330,000          114,799
Affymetrix, Inc.(1)                                                                                   2,000,000           98,980
Applera Corp. - Applied Biosystems Group                                                              4,100,000           88,150
Applera Corp. - Celera Genomics Group(1)                                                                528,800            6,208
Lincare Holdings Inc.(1)                                                                              2,200,000           93,148
AMERIGROUP Corp.(1)                                                                                   2,440,000           83,350
OSI Pharmaceuticals, Inc.(1)                                                                          1,500,000           49,200
Caremark Rx, Inc.(1)                                                                                    700,000           32,711
IDEXX Laboratories, Inc.(1)                                                                             510,000           32,660
Chugai Pharmaceutical Co., Ltd.                                                                       1,535,100           28,859
ICOS Corp.(1)                                                                                           700,000           18,291
ImClone Systems Inc.(1)                                                                                 450,000           14,724
Elan Corp., PLC (ADR)(1)                                                                              1,070,000            9,534
Andrx Group(1)                                                                                          122,500            2,221
                                                                                                                      13,380,658

INDUSTRIALS -- 8.27%
General Electric Co.                                                                                 34,710,000        1,166,603
Tyco International Ltd.                                                                              38,463,900        1,070,450
United Parcel Service, Inc., Class B                                                                 13,117,800          929,921
Boeing Co.                                                                                           12,400,000          831,048
Illinois Tool Works Inc.                                                                              7,770,100          654,864
General Dynamics Corp.                                                                                5,120,700          586,781
Southwest Airlines Co.                                                                               38,868,877          517,733
3M Co.                                                                                                6,940,000          493,781
Caterpillar Inc.                                                                                      5,966,000          331,053
Mitsubishi Corp.                                                                                     18,490,000          303,654
Raytheon Co.                                                                                          6,700,000          262,774
Robert Half International Inc.                                                                        7,610,000          256,305
Ryanair Holdings PLC (ADR)(1)                                                                         4,606,400          210,927
Burlington Northern Santa Fe Corp.                                                                    3,950,000          209,429
FedEx Corp.                                                                                           2,550,000          207,672
Monster Worldwide Inc.(1)                                                                             5,775,000          180,411
Northrop Grumman Corp.                                                                                3,182,000          178,478
Lockheed Martin Corp.                                                                                 2,800,000          174,272
Deutsche Post AG                                                                                      6,460,000          162,755
Union Pacific Corp.                                                                                   2,000,000          136,540
Allied Waste Industries, Inc.(1)                                                                     16,000,000          127,680
Bombardier Inc., Class B                                                                             43,021,750          114,121
Manpower Inc.                                                                                         2,500,000          112,650
ChoicePoint Inc.(1)                                                                                   2,400,000          103,032
JetBlue Airways Corp.(1)                                                                              4,144,000           78,943
Deere & Co.                                                                                           1,200,000           78,456
                                                                                                                       9,480,333

FINANCIALS -- 6.72%
Fannie Mae                                                                                           21,623,200        1,103,648
American International Group, Inc.                                                                   18,475,200        1,093,732
Freddie Mac                                                                                          17,102,300        1,032,637
Citigroup Inc.                                                                                       10,660,000          466,588
UFJ Holdings, Inc.(1)                                                                                    62,761          391,405
Banco Bradesco SA, preferred nominative (ADR)                                                         8,800,000          374,704
Mitsubishi Estate Co., Ltd.                                                                          27,050,000          322,722
Bank of New York Co., Inc.                                                                            9,195,000          281,091
SunTrust Banks, Inc.                                                                                  3,640,000          255,819
XL Capital Ltd., Class A                                                                              3,545,000          246,378
State Street Corp.                                                                                    5,000,000          241,650
Mizuho Financial Group, Inc.                                                                             38,500          213,657
Capital One Financial Corp.                                                                           2,500,000          205,600
Marshall & Ilsley Corp.                                                                               4,000,000          175,080
Wells Fargo & Co.                                                                                     2,730,000          162,763
ICICI Bank Ltd.                                                                                      14,230,000          155,854
Berkshire Hathaway Inc., Class A(1)                                                                       1,650          137,198
Chubb Corp.                                                                                           1,500,000          130,440
Marsh & McLennan Companies, Inc.                                                                      4,425,000          124,121
Genworth Financial, Inc., Class A                                                                     3,368,300          108,358
Golden West Financial Corp.                                                                           1,600,000           97,584
Aon Corp.                                                                                             3,218,600           96,301
American Express Co.                                                                                  1,700,000           93,908
AXIS Capital Holdings Ltd.                                                                            3,140,000           88,705
Protective Life Corp.                                                                                 1,500,000           61,545
City National Corp.                                                                                     675,000           48,627
                                                                                                                       7,710,115

CONSUMER STAPLES -- 5.00%
Altria Group, Inc.                                                                                   27,436,700        1,939,775
Walgreen Co.                                                                                         19,866,000          920,392
Coca-Cola Co.                                                                                        16,965,000          746,460
Avon Products, Inc.                                                                                  11,689,000          383,633
PepsiCo, Inc.                                                                                         6,635,000          363,930
Anheuser-Busch Companies, Inc.                                                                        7,505,000          332,547
Kerry Group PLC, Class A                                                                              8,965,824          218,815
Bunge Ltd.                                                                                            3,500,000          205,520
Whole Foods Market, Inc.                                                                                974,800          126,003
Wm. Wrigley Jr. Co.                                                                                   1,630,000          115,812
Procter & Gamble Co.                                                                                  2,073,500          115,038
Constellation Brands, Inc., Class A(1)                                                                3,200,000           88,064
SYSCO Corp.                                                                                           2,350,000           78,443
General Mills, Inc.                                                                                   1,235,000           56,958
Wal-Mart Stores, Inc.                                                                                 1,050,000           47,208
                                                                                                                       5,738,598

TELECOMMUNICATION SERVICES -- 3.31%
Vodafone Group PLC (ADR)                                                                             45,755,000        1,246,824
Vodafone Group PLC                                                                                  120,765,000          330,383
Sprint Nextel Corp.                                                                                  24,521,007          635,830
Qwest Communications International Inc.(1,2)                                                        117,900,000          459,810
Telefonica, SA (ADR)                                                                                  5,200,000          258,856
Telefonica, SA                                                                                        6,240,000          102,911
KDDI Corp.                                                                                               38,000          200,235
Telephone and Data Systems, Inc.                                                                      1,993,100           81,418
Telephone and Data Systems, Inc., Special Common Shares                                               1,993,100           76,734
Bharti Tele-Ventures Ltd.(1)                                                                         21,000,000          150,494
France Telecom, SA                                                                                    4,600,000          138,404
MCI, Inc.                                                                                             4,500,000          115,380
Broadview Networks Holdings, Inc., Class A(1,3,4)                                                        31,812               --
                                                                                                                       3,797,279

MATERIALS -- 2.90%
Barrick Gold Corp.                                                                                   17,610,000          461,734
Freeport-McMoRan Copper & Gold Inc., Class B(2)                                                       9,596,000          404,663
BHP Billiton Ltd.                                                                                    19,516,661          300,801
Phelps Dodge Corp.                                                                                    2,500,000          268,825
CRH PLC                                                                                               9,299,204          252,398
Rio Tinto PLC                                                                                         6,075,000          214,550
Inco Ltd.                                                                                             5,000,000          211,650
Potash Corp. of Saskatchewan Inc.                                                                     1,904,000          209,573
Sealed Air Corp.(1)                                                                                   3,384,400          171,758
Monsanto Co.                                                                                          2,500,000          159,600
Newmont Mining Corp.                                                                                  3,650,000          144,467
Nitto Denko Corp.                                                                                     2,111,000          134,132
Alcoa Inc.                                                                                            5,000,000          133,950
USX-U.S. Steel Group                                                                                  3,021,000          126,640
Newcrest Mining Ltd.                                                                                  8,700,000          111,348
Dow Chemical Co.                                                                                        306,900           13,258
                                                                                                                       3,319,347

UTILITIES -- 0.17%
Questar Corp.                                                                                         2,475,000          193,100


MISCELLANEOUS -- 1.77%
Other common stocks in initial period of acquisition                                                                   2,032,268


Total common stocks (cost: $79,765,812,000)                                                                          103,435,523


                                                                                                                    Market value
Preferred stocks -- 0.00%                                                                                Shares            (000)


TELECOMMUNICATION SERVICES -- 0.00%
Broadview Networks Holdings, Inc., Series B(1,3,4)                                                        1,272              550


Total preferred stocks (cost: $21,000,000)                                                                                   550




Convertible securities -- 0.00%


INFORMATION TECHNOLOGY -- 0.00%
ProAct Technologies Corp., Series C, convertible preferred(1,3,4)                                     6,500,000               95


Total convertible securities (cost: $255,000)                                                                                 95



                                                                                               Principal amount
Bonds & notes -- 0.25%                                                                                    (000)


CONSUMER DISCRETIONARY -- 0.14%
General Motors Corp. 8.375% 2033                                                                    $   106,649           90,118
General Motors Acceptance Corp. 8.00% 2031                                                               53,730           49,837
General Motors Corp. 8.25% 2023                                                                          24,000           20,220
                                                                                                                         160,175

TELECOMMUNICATION SERVICES -- 0.11%
Qwest Capital Funding, Inc. 7.75% 2031(2)                                                               53,800            47,075
U S WEST Capital Funding, Inc. 6.875% 2028(2)                                                           36,000            30,060
Qwest Capital Funding, Inc. 7.625% 2021(2)                                                              25,000            22,250
U S WEST Capital Funding, Inc. 6.50% 2018(2)                                                            25,250            21,463
                                                                                                                         120,848

Total bonds & notes (cost: $254,565,000)                                                                                 281,023



Short-term securities -- 9.58%


U.S. Treasury Bills 2.901%-3.375% due 9/1-11/3/2005                                                   1,437,400        1,433,136
Federal Home Loan Bank 3.195%-3.67% due 9/2-11/30/2005                                                1,333,585        1,329,258
Freddie Mac 3.24%-3.63% due 9/6-11/15/2005                                                            1,119,454        1,115,020
Federal Farm Credit Banks 3.10%-3.57% due 9/8-11/17/2005                                                413,300          412,054
International Bank for Reconstruction and Development 3.295%-3.47% due 9/26-10/28/2005                  382,400          380,802
Tennessee Valley Authority 3.21%-3.465% due 9/1-10/13/2005                                              371,900          371,409
Preferred Receivables Funding Corp. 3.54%-3.61% due 10/4-10/24/2005(3)                                  200,000          199,044
Park Avenue Receivables Co., LLC 3.42%-3.64% due 9/12-10/19/2005(3)                                     157,997          157,437
Variable Funding Capital Corp. 3.44%-3.57% due 9/23-10/20/2005(3)                                       355,000          353,728
Bank of America Corp. 3.40%-3.73% due 9/19-11/7/2005                                                    350,000          348,684
CAFCO, LLC 3.35%-3.69% due 9/2-11/8/2005(3)                                                             350,000          348,464
Procter & Gamble Co. 3.24%-3.63% due 9/7-11/7/2005(3)                                                   325,000          323,817
Clipper Receivables Co., LLC 3.44%-3.73% due 9/12-11/16/2005(3)                                         310,000          308,653
DuPont (E.I.) de Nemours & Co. 3.34%-3.57% due 9/8-10/20/2005                                           300,000          299,206
General Electric Capital Corp. 3.44%-3.64% due 10/3-11/1/2005                                           161,400          160,650
General Electric Capital Services, Inc. 3.39%-3.53% due 9/16-10/13/2005                                 125,000          124,623
Wells Fargo & Co. 3.48%-3.57% due 9/23-10/28/2005                                                       275,000          274,971
Gannett Co. 3.35%-3.49% due 9/6-9/21/2005(3)                                                            266,200          265,888
Three Pillars Funding, LLC 3.33%-3.53% due 9/2-10/19/2005(3)                                            182,751          182,418
SunTrust Banks, Inc. 3.74% due 11/22/2005                                                                50,000           50,000
Wal-Mart Stores Inc. 3.35%-3.57% due 9/13-10/18/2005(3)                                                 225,750          225,137
HSBC Finance Corp. 3.42%-3.66%  due 9/27-11/9/2005                                                      225,400          224,447
International Lease Finance Corp. 3.42%-3.58% due 9/23-10/21/2005                                       105,000          104,633
AIG Funding, Inc. 3.40% due 9/16/2005                                                                    50,000           49,928
American General Finance Corp. 3.36%-3.60% due 9/1-10/19/2005                                            50,000           49,880
Coca-Cola Co. 3.38%-3.59% due 9/16-11/1/2005                                                            200,000          199,122
Exxon Asset Management Co. 3.34%-3.57% due 9/7-10/24/2005(3)                                            155,600          155,130
Fannie Mae 3.28%-3.585% due 9/21-11/2/2005                                                              150,400          149,816
BellSouth Corp. 3.37%-3.47% due 9/2-9/28/2005(3)                                                        136,100          135,894
Private Export Funding Corp. 3.20%-3.67% due 9/6-11/15/2005(3)                                          133,375          132,840
American Express Credit Corp. 3.46%-3.67% due 9/19-11/9/2005                                            130,000          129,302
Triple-A One Funding Corp. 3.37%-3.58% due 9/9-10/5/2005(3)                                             113,139          112,829
PepsiCo Inc. 3.40%-3.51% due 9/2-9/28/2005(3)                                                            95,300           95,158
Medtronic Inc. 3.33%-3.47% due 9/1-9/19/2005(3)                                                          91,250           91,154
ChevronTexaco Funding Corp. 3.50%-3.53% due 10/11-10/19/2005                                             75,000           74,666
SBC Communications Inc. 3.40%-3.55% due 9/15-10/3/2005(3)                                                74,724           74,532
NetJets Inc. 3.57%-3.61% due 10/3-10/19/2005(3)                                                          70,000           69,720
3M Co. 3.53%-3.54% due 10/21-10/24/2005                                                                  70,000           69,635
FCAR Owner Trust I 3.38%-3.64% due 9/12-10/24/2005                                                       55,000           54,829
Colgate-Palmolive Co. 3.41%-3.52% due 9/2-9/26/2005(3)                                                   50,000           49,931
Verizon Network Funding Corp. 3.53%-3.57% due 9/26-9/29/2005                                             50,000           49,864
Abbott Laboratories Inc. 3.50% due 9/29/2005(3)                                                          50,000           49,859
IBM Capital Inc. 3.455% due 10/5/2005(3)                                                                 50,000           49,835
Anheuser-Busch Companies, Inc. 3.24% due 9/6/2005(3)                                                     35,000           34,981
Harvard University 3.45%-3.52% due 10/3-10/17/2005                                                       30,350           30,215
Scripps (E.W.) Co. 3.40% due 9/21/2005(3)                                                                30,000           29,942
New Center Asset Trust Plus 3.53% due 10/3/2005                                                          25,000           24,919
USAA Capital Corp. 3.64% due 11/15/2005                                                                  25,000           24,807


Total short-term securities (cost: $10,982,548,000)                                                                   10,982,267


Total investment securities (cost: $91,024,180,000)                                                                  114,699,458
Other assets less liabilities                                                                                           (44,257)

Net assets                                                                                                          $114,655,201



"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
    $3,704,926,000, which represented 3.23% 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


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INVESTMENT PORTFOLIO

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, 2005,  and for the year then ended
and have  issued our report  thereon  dated  October 4, 2005,  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, 2005  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 4, 2005
Costa Mesa, 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 - 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  that is the subject of the  disclosure  required by
     Item 2 is attached as an exhibit hereto.

(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, Vice Chairman and PEO

Date: November 8, 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, Vice Chairman and PEO

Date: November 8, 2005



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

Date: November 8, 2005