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THE INVESTMENT COMPANY OF AMERICA-REGISTERED TRADEMARK-

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

ANNUAL MEETING OF SHAREHOLDERS

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

IMPORTANT NOTICE

The annual meeting of shareholders of The Investment Company of America will
take place on October 11, 2001.

You don't need to attend the meeting to participate. But it's important that
you take a few minutes to read the enclosed material and vote your shares. You
can vote by the Internet, by telephone or by mailing your completed and signed
proxy card(s) in the enclosed postage-paid envelope. Unless you plan to attend
the meeting in person, you must respond in one of these ways in order for your
vote to be counted.

No matter how many shares you own, your vote is important. Your prompt
response will help reduce proxy costs -- which are paid for by the Fund and its
shareholders -- and will also help you avoid receiving follow-up telephone calls
or mailings. Voting by the Internet or telephone lowers proxy costs even
further.

We encourage you to read the attached Proxy Statement in full. Mutual funds
are required to obtain shareholders' approval for certain issues. As a
shareholder, you have a right to vote on these issues.

IMPORTANT VOTING INFORMATION INSIDE
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THE INVESTMENT COMPANY OF AMERICA
---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 11, 2001
------------------------

TO THE SHAREHOLDERS OF
THE INVESTMENT COMPANY OF AMERICA:

The Annual Meeting of Shareholders of The Investment Company of America (the
"Fund") will be held at the Hotel du Pont, 11th and Market Streets, Greenville
Suite (mezzanine level), Wilmington, Delaware, on Thursday, October 11, 2001 at
9:15 a.m., local time, to consider and vote on the following matters described
under the corresponding numbers in the accompanying Proxy Statement:

(1) The election of a Board of 15 Directors.

(2) Ratification of the selection of PricewaterhouseCoopers LLP as
independent public accountant for the Fund for the fiscal year ending
December 31, 2001.

The Board of Directors has fixed the close of business on August 17, 2001 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.

THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF A
MAJORITY OF THE SHARES OF THE FUND OUTSTANDING ON THE RECORD DATE ARE PRESENT IN
PERSON OR BY PROXY. THEREFORE, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. YOU MAY REVOKE IT AT
ANY TIME BEFORE ITS USE. IF YOU SIGN IT YOU WILL STILL BE ABLE TO VOTE IN PERSON
IF YOU ATTEND THE MEETING.

By Order of the Board of Directors,

VINCENT P. CORTI
SECRETARY

September 4, 2001

IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY VOTING YOUR SHARES BY
MAIL, TELEPHONE OR THE INTERNET. IF VOTING BY MAIL, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT THE NECESSARY QUORUM
MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. TO VOTE BY TELEPHONE OR THE
INTERNET PLEASE FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED
INSERT.

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THE INVESTMENT COMPANY OF AMERICA

333 South Hope Street, Los Angeles, California 90071

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

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 11, 2001

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

The enclosed proxy is solicited by the Board of Directors of the Fund in
connection with the annual meeting of shareholders to be held at the Hotel du
Pont, 11th and Market Streets, Greenville Suite (mezzanine level), Wilmington,
Delaware, on Thursday, October 11, 2001, at 9:15 a.m., local time.

If you complete and sign the enclosed proxy card, your shares will be voted
exactly as you instruct. If you simply sign the proxy card without otherwise
completing it, your shares will be voted for the directors nominated and in
favor of the other proposal. You can revoke a proxy vote before its exercise,
either by filing with the Fund a written notification of revocation, or by
delivering a duly executed proxy card bearing a later date, or by attending the
meeting and voting in person. Abstentions and broker "non-votes" (I.E. proxies
received from brokers or nominees indicating that they have not received
instructions from the beneficial owner or other person entitled to vote shares)
will be counted for purposes of determining a quorum, but will have no effect on
Proposal 1 and will not count toward the approval of Proposal 2. This Proxy
Statement and proxy card was first mailed to shareholders on or about September
4, 2001.

The Fund is a fully managed, diversified, open-end investment company that
issues common shares of capital stock ("Class A shares") and alternative common
shares of capital stock, series B ("Class B shares") series C ("Class C shares")
and series F ("Class F shares"). At the close of business on August 17, 2001,
the record date fixed by the Board of Directors for the determination of
shareholders entitled to notice of and to vote at the meeting, the following
were the outstanding share balances for the four classes of shares:
1,857,885,241 Class A shares; 32,843,374 Class B shares; 7,960,658 Class C
shares; and 2,567,675 Class F shares. Each share is entitled to one vote.
Class A, Class B, Class C and Class F shareholders will vote together on all
proposals. There is no provision for cumulative voting. No person owned of
record or was known by the Fund to own beneficially 5% or more of the
outstanding shares of the Fund.

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With respect to the election of directors (Proposal 1), the 15 nominees
receiving the highest number of votes will be elected. The vote required to
approve Proposal 2 is the affirmative vote of a majority of all shares present
in person or represented by proxy.

If sufficient votes are not received by the meeting date, the persons named
as proxies may propose one or more adjournments of the meeting in accordance
with applicable law, to permit further solicitation of proxies. The persons
named as proxies may vote all proxies in favor of such adjournment.

PROPOSAL 1: ELECTION OF DIRECTORS

Fifteen directors are to be elected at the meeting, each to hold office
until the next annual meeting and until a successor is elected and qualified.
Each of the nominees for director except Claudio X. Gonzalez Laporte and Donald
D. O'Neal were elected by shareholders at their last Annual Meeting on
October 17, 2000. Charles H. Black, a director since 1981, and James W.
Ratzlaff, a director since 1991, are retiring from the Board.

Each of the nominees has agreed to serve as director if elected. If any
unforeseen event prevents one or more of the nominees from serving as director,
your votes will be cast (unless you have elected to withhold authority as to the
election of any nominee) for the election of such person or persons as the Board
of Directors shall recommend. The table below sets forth certain information
regarding the nominees.

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CURRENT PRINCIPAL YEAR
NAME OF NOMINEE OCCUPATION AND FIRST
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A
AND AGE DURING PAST FIVE YEARS DIRECTOR
------- ---------------------- --------

Ms. Louise H. Bryson Executive Vice President, Lifetime 1999
(Director) Television; Director and former Chairman of
57 the Board, KCET Public Television
Dr. Malcolm R. Currie Chairman Emeritus, Hughes Aircraft Company; 1992
(Director) former Chairman of the Board of Trustees,
74 University of Southern California
Ms. Mary Anne Dolan Founder and President, M.A.D., Inc. 2000
(Director) (communications company)
54
Mr. Martin Fenton Chairman, Senior Resource Group, LLC 2000
(Director) (development and management of senior living
66 communities)
Mr. Claudio X. Gonzalez Chairman of the Board, Kimberly Clark de Nominee
Laporte Mexico
(Director nominee)
67
Mr. James B. Lovelace* Senior Vice President, Capital Research and 2000
(Senior Vice President Management Company
and Director)
45
Mr. Jon B. Lovelace, Jr.* Chairman Emeritus, Capital Research and 1959
(Chairman of the Board) Management Company
74
Prof. John G. McDonald IBJ Professor of Finance, Graduate School of 1976
(Director) Business, Stanford University
64

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MEMBERSHIPS ON SHARES
BOARDS OF OTHER BENEFICIALLY
NAME OF NOMINEE REGISTERED INVESTMENT OWNED, DIRECTLY
(POSITION WITH FUND) COMPANIES AND PUBLICLY OR INDIRECTLY, AT
AND AGE HELD COMPANIES AUGUST 17, 2001
------- -------------- ---------------

Ms. Louise H. Bryson 1,272
(Director)
57
Dr. Malcolm R. Currie Enova Systems 23,225
(Director) Inamed Corp.
74 LSI Logic Corporation
Ms. Mary Anne Dolan The American Funds 6,460
(Director) Group-Registered Trademark-
54 (Director - 2 other funds)
Mr. Martin Fenton The American Funds 2,562
(Director) Group-Registered Trademark-
66 (Director/Trustee - 14 other funds)
American Funds Insurance Series
Mr. Claudio X. Gonzalez Banco Nacional de Mexico 3,388
Laporte General Electric Company
(Director nominee) Grupo Carso
67 Grupo Industrial Alfa
The Home Depot, Inc.
Kellogg Company
Telefonos de Mexico
Mr. James B. Lovelace* The American Funds 779+
(Senior Vice President Group-Registered Trademark-
and Director) (Director - 1 other fund)
45
Mr. Jon B. Lovelace, Jr.* The American Funds 46,484+
(Chairman of the Board) Group-Registered Trademark-
74 (Director - 2 other funds)
Prof. John G. McDonald The American Funds 13,246
(Director) Group-Registered Trademark-
64 (Director/Trustee - 7 other funds)
Capstone Turbine Corp.
CMGI, Inc.
iStar Financial, Inc.
Plum Creek Timber Co.
Scholastic Corp.
Varian, Inc.
</Table>

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CURRENT PRINCIPAL YEAR
NAME OF NOMINEE OCCUPATION AND FIRST
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A
AND AGE DURING PAST FIVE YEARS DIRECTOR
------- ---------------------- --------

Ms. Bailey Morris-Eck Senior Associate, Reuters Foundation; 1993
(Director) Senior Fellow, Institute for
57 International Economics; Consultant, THE
INDEPENDENT OF LONDON; former Vice
President, Brookings Institution
Mr. Richard G. Newman Chairman of the Board and CEO, AECOM 1996
(Director) Technology Corporation (architectural
66 engineering)
Mr. Donald D. O'Neal* Senior Vice President, Capital Research Nominee
(Senior Vice President and and Management Company
Director nominee)
40
Dr. Olin Robison President of the Salzburg Seminar; 1987
(Director) President Emeritus, Middlebury College
65
Mr. James F. Rothenberg* President, Capital Research and Management 2000
(Executive Vice President Company
and Director)
55
Mr. R. Michael Shanahan* Chairman of the Board and Principal 1998
(President and Director) Executive Officer, Capital Research and
62 Management Company
Dr. William J. Spencer Chairman Emeritus, SEMATECH (research and 1997
(Director) development consortium); Trustee, William
70 Jewell College; Associated
Universities, Inc.

Ms. Bailey Morris-Eck The American Funds Group-Registered Trademark- 3,036
(Director) (Director - 2 other funds)
57
Mr. Richard G. Newman The American Funds Group-Registered Trademark- 15,309
(Director) (Director/Trustee - 12 other funds)
66 Southwest Water Company
Mr. Donald D. O'Neal* American Funds Insurance Series 12,660+
(Senior Vice President and
Director nominee)
40
Dr. Olin Robison The American Funds Group-Registered Trademark- 3,252
(Director) (Director - 2 other funds)
65
Mr. James F. Rothenberg* The American Funds Group-Registered Trademark- 45,511+
(Executive Vice President (Director - 2 other funds)
and Director) American Funds Insurance Series
55
Mr. R. Michael Shanahan* The American Funds Group-Registered Trademark- 32,664+
(President and Director) (Director - 1 other fund)
62
Dr. William J. Spencer 8,582
(Director)
70
</Table>

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* Is considered an "interested person" of the Fund within the meaning of the
Investment Company Act of 1940, as amended (the "1940 Act"), on the basis of
affiliation with Capital Research and Management Company (the "Investment
Adviser"). The Investment Adviser is a wholly owned subsidiary of The
Capital Group Companies, Inc.

+ Includes shares beneficially held under a master retirement plan.

Capital Research and Management Company, located at 333 South Hope Street,
Los Angeles, CA 90071 and at 135 South State College Boulevard, Brea, CA 92821,
manages The American Funds Group-Registered Trademark- consisting of 29 funds:
AMCAP Fund, Inc., American Balanced Fund, Inc., American High-Income Municipal
Bond Fund, Inc., American High-Income Trust, American Mutual Fund, Inc., The
Bond Fund of America, Inc., The Cash Management Trust of America, Capital Income
Builder, Inc., Capital World Growth and Income Fund, Inc., Capital World Bond
Fund, Inc., EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth
Fund of America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund
of America, The Investment Company of America, Limited Term Tax-Exempt Bond Fund
of America, The New Economy Fund, New Perspective Fund, Inc., New World Fund,
Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The
Tax-Exempt Fund of California, The Tax-Exempt Fund of Maryland, The Tax-Exempt
Fund of Virginia, The Tax-Exempt Money Fund of America, The U.S. Treasury Money
Fund of America, U.S. Government Securities Fund and Washington Mutual Investors
Fund, Inc. Capital Research and Management Company also manages American Funds
Insurance Series and Anchor Pathway Fund which serve as the underlying
investment vehicles for certain variable insurance contracts; and Endowments,
whose shareholders are limited to (i) any entity exempt from taxation under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
("501(c)(3) organization"); (ii) any trust, the present or future beneficiary of
which is a 501(c)(3) organization; and (iii) any other entity formed for the
primary purpose of benefitting a 501(c)(3) organization. An affiliate of Capital
Research and Management Company, Capital International, Inc., manages Emerging
Markets Growth Fund, Inc.

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

The Fund has an Audit Committee comprised of Louise H. Bryson, Mary Anne
Dolan, John G. McDonald, Bailey Morris-Eck, Richard G. Newman, Olin Robison, and
William J. Spencer. The function of the Committee includes such specific matters
as recommending the independent accountant to the Board of Directors, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Directors and/or the Committee.

The Fund has a Nominating Committee comprised of Louise H. Bryson, John G.
McDonald, and Olin Robison. The Committee's functions include selecting and
recommending to the Board of Directors nominees for election as directors of the
Fund. 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
Fund, c/o the Fund'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 to consideration of his or her name by the Committee.
See also "Shareholder Proposals."

5
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The Fund has a Contracts Committee comprised of all directors who are not
considered to be "interested persons" of the Fund within the meaning of the 1940
Act. The Contracts Committee's function is to request, review and consider the
information deemed necessary to evaluate the terms of the investment advisory
and service agreement, principal underwriting agreements and the plans of
distribution under rule 12b-1 that the Fund proposes to enter into, renew or
continue prior to voting thereon, and to make its recommendations to the full
Board of Directors on these matters.

The Fund has a Proxy Committee comprised of John G. McDonald and William J.
Spencer. The Committee's functions include reviewing and voting portfolio
proxies of the Fund and discussing related current issues.

There were five Board of Directors, two Audit Committee, five Nominating
Committee, one Contracts Committee and five Proxy Committee meetings during the
year ended December 31, 2000. All incumbent directors attended 80% of all Board
meetings and meetings of the committees of which they were members.

6
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The Fund pays no salaries or other compensation to its directors other than
directors' fees, which are paid to those directors who are unaffiliated with the
Investment Adviser as described below.

DIRECTOR COMPENSATION

<Table>
<Caption>
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
DEFERRED COMPENSATION(1))
AGGREGATE COMPENSATION FROM ALL FUNDS MANAGED BY TOTAL NUMBER
(INCLUDING VOLUNTARILY CAPITAL RESEARCH AND OF FUND BOARDS
DEFERRED COMPENSATION(1)) MANAGEMENT COMPANY OR ON WHICH
FROM THE FUND DURING ITS AFFILIATES(2) FOR THE 12 DIRECTOR
DIRECTOR FISCAL YEAR ENDED 12/31/00 MONTHS ENDED 12/31/00 SERVES(2)
-------- -------------------------- --------------------- ---------

Ms. Louise H. Bryson 60,000(deferred)(3) 60,000(deferred)(3) 1

Dr. Malcolm R. Currie 57,000(deferred)(3) 57,000(deferred)(3) 1

Ms. Mary Anne Dolan 5,000(4) 42,500 3

Mr. Martin Fenton 5,000(4) 128,000 16

Mr. Claudio X. Gonzalez Laporte
(nominee) none(5) none(5) 1

Mr. James B. Lovelace none(6) none(6) 2

Mr. Jon B. Lovelace, Jr. none(6) none(6) 3

Prof. John G. McDonald 75,000(deferred)(3) 241,500(deferred)(3) 8

Ms. Bailey Morris-Eck 57,000 95,000 3

Mr. Richard G. Newman 56,000(deferred)(3) 110,000(deferred)(3) 13

Mr. Donald D. O'Neal
(nominee) none(6) none(6) 1

Dr. Olin C. Robison 63,000(deferred)(3) 102,000(deferred)(3) 3

Mr. James F. Rothenberg none(6) none(6) 4

Mr. R. Michael Shanahan none(6) none(6) 2

Dr. William J. Spencer 71,500(deferred)(3) 71,500(deferred)(3) 1
</Table>

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(1) Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Fund in 1993. Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group-Registered Trademark- as designated by the
director.

(2) Includes funds managed by Capital Research and Management Company and
affiliates (see listing above).

(3) Since the deferred compensation plan's adoption in 1993, the total amount
of deferred compensation accrued by the Fund (plus earnings thereon) as of
the fiscal year ended December 31, 2000 for participating directors is as
follows: Louise H. Bryson ($65,900), Malcolm R. Currie ($276,200), John G.
McDonald ($572,400), Richard G. Newman ($216,700), Olin C. Robison ($75,000)
and William J. Spencer ($313,800). Amounts deferred and accumulated earnings
thereon are not funded and are general unsecured liabilities of the Fund
until paid to the director. There are no other pension or retirement
benefits.

(4) Mary Anne Dolan and Martin Fenton were elected directors of the Fund on
October 17, 2000 and, accordingly, received only a portion of the annual
compensation paid to directors as of December 31, 2000.

(5) Claudio Gonzalez Laporte was not a director of the Fund during the 2000
fiscal year and, therefore, received no compensation.

(6) James B. Lovelace, Jon B. Lovelace, Jr., Donald D. O'Neal, James F.
Rothenberg and R. Michael Shanahan are affiliated with the Fund's
Investment Adviser and, therefore, receive no compensation from the Fund.

7
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OTHER OFFICERS

<Table>
<Caption>
NAME OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND AGE PRINCIPAL OCCUPATION (1) SINCE (2)
------- ------------------------ ---------

Mr. Gregg E. Ireland Senior Vice President, Capital Research and 1994
(Senior Vice President) Management Company
51

Ms. Joyce E. Gordon Senior Vice President, Capital Research 1998
(Vice President) Company
44

Ms. Anne M. Llewellyn Associate, Capital Research and Management 1984
(Vice President) Company
54

Mr. Vincent P. Corti Vice President - Fund Business Management 1994
(Secretary) Group, Capital Research and Management
45 Company

Mr. Thomas M. Rowland Senior Vice President, Capital Research and 1998
(Treasurer) Management Company
59

Ms. R. Marcia Gould Vice President - Fund Business Management 1993
(Assistant Treasurer) Group, Capital Research and Management
46 Company

Mr. Anthony W. Hynes, Jr. Vice President - Fund Business Management 1998
(Assistant Treasurer) Group, Capital Research and Management
38 Company
</Table>

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(1) The occupations shown reflect the principal employment of each individual
during the past five years. Corporate positions, in some instances, may
have changed during this period.

(2) Officers hold office until their respective successors are elected, or
until they resign or are removed.

No officer, director or employee of the Investment Adviser receives any
remuneration from the Fund. All directors and officers as a group owned
beneficially fewer than 1% of the Fund's shares outstanding on August 17, 2001.

8
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2001

Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of directors who are not "interested persons" of the Fund
as that term is defined in the 1940 Act) of PricewaterhouseCoopers LLP ("PwC")
to act as independent accountants for the Fund for the fiscal year ending
December 31, 2001. PwC has served as the Fund's independent accountants since
the Fund's inception. No representative of PwC is expected to attend the meeting
of shareholders.

The Audit Committee of the Board of Directors of the Fund has discussed with
PwC representatives the independence of PwC from the Fund and its management,
including the matters disclosed in the letter from PwC required by Independence
Standards Board Standard No. 1, and also considered whether the provision of
non-audit services described below is compatible with maintaining their
independence.

Securities and Exchange Commission rules require the disclosure of
professional fees for audit and non-audit services billed to the Fund, the
investment adviser and affiliates of the investment adviser providing services
to the Fund (together, "Covered Entities"), during the Fund's fiscal year ended
December 31, 2000, as follows:

Audit Fees: Aggregate fees billed by PwC for professional services rendered
for the audit of the Fund's annual financial statements during the period
were $78,000.

Financial Information Systems Design and Implementation Fees: PwC did not
render any professional services relating to financial information systems
design and implementation to Covered Entities during the period.

All Other Fees: PwC's billings for tax services rendered to the Fund during
the period were $6,000. Aggregate fees billed by PwC for all other
professional services rendered to Covered Entities during the period were
$1,686,000. These fees relate to assistance with two ongoing information
technology projects (managed by an affiliate of the investment adviser)
supporting human resource administration and customer relations for entities
other than the Fund.

9
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The amounts shown above do not include amounts paid for audit and non-audit
services (including tax services) rendered to other mutual funds within The
American Funds Group. Billings for these services during the Fund's fiscal year
ended December 31, 2000 totaled $859,000.

PwC renders audit and non-audit services on a global basis to certain
affiliates of the investment adviser's parent company. Aggregate billings for
these services totaled approximately $500,000 during the Fund's fiscal year
ended December 31, 2000.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP.

OTHER MATTERS

Neither the persons named in the enclosed proxy nor the Board of Directors
are aware of any matters that will be presented for action at the meeting other
than matters described above. If any other matters properly requiring a vote of
shareholders arise, the proxies will confer upon the person or persons entitled
to vote the shares in respect of any such matters in accordance with their best
judgment in the interests of the Fund and its shareholders.

SHAREHOLDER PROPOSALS

Any shareholder proposals for inclusion in proxy solicitation material for a
subsequent shareholders meeting should be submitted to the Secretary of the
Fund, at the Fund's principal executive offices, 333 South Hope Street, Los
Angeles, CA 90071. Any such proposals must comply with the requirements of
rule 14a-8 under the Securities Exchange Act of 1934.

10
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GENERAL INFORMATION

Capital Research and Management Company is the investment adviser to the
Fund and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92821. American Funds Distributors, Inc.
is the principal underwriter of the Fund's shares and is located at the Los
Angeles and Brea addresses above and also at 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.

The enclosed proxy is solicited by and on behalf of the Board of Directors
of the Fund. The Fund will pay the cost of soliciting proxies, consisting of
printing, handling and mailing of the proxies and related materials. In addition
to solicitation by mail, certain officers and directors of the Fund, who will
receive no extra compensation for their services, may solicit by telephone,
telegram or personally. WE URGE ALL SHAREHOLDERS TO VOTE THEIR SHARES BY MAIL,
TELEPHONE OR THE INTERNET. IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE, AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. TO VOTE YOUR PROXY BY TELEPHONE OR THE INTERNET
PLEASE FOLLOW THE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED INSERT.

You may obtain a copy of the Fund's most recent annual report and
semi-annual report without charge, by writing to the Secretary of the Fund at
333 South Hope Street, 55th Floor, Los Angeles, CA 90071, or by telephoning
800/421-0180. These requests will be honored within three business days of
receipt.

By Order of the Board of Directors,

VINCENT P. CORTI
SECRETARY

September 4, 2001

11
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(This page intentionally left blank.)

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THIS NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT HAS BEEN PRINTED ON RECYCLED
PAPER THAT MEETS THE GUIDELINES OF THE
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY.
[LOGO]

PROXY CARD THE INVESTMENT COMPANY OF AMERICA PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 11, 2001

The undersigned hereby appoints Vincent P. Corti, and Gregg E. Ireland, and
each of them, his/her true and lawful agents and proxies with full power of
substitution to represent the undersigned at the Annual Meeting of Shareholders
to be held at the Hotel du Pont, 11/th/ and Market Streets, Greenville Suite
(mezzanine level), Wilmington, Delaware, on Thursday, October 11, 2001 at 9:15
a.m., on all matters coming before the meeting.

PLEASE EXECUTE, SIGN AND RETURN THIS PROXY. WHEN PROPERLY EXECUTED, IT WILL BE
VOTED EXACTLY AS YOU INSTRUCT. IF YOU SIGN AND RETURN THIS PROXY, WITHOUT
OTHERWISE COMPLETING IT, YOUR SHARES WILL BE VOTED FOR THE PROPOSALS.

VOTE VIA THE INTERNET: HTTP://VOTE.PROXY-DIRECT.COM

VOTE VIA TELEPHONE: 1-800-597-7836

CONTROL NUMBER: 999 9999 9999 999

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. JOINT OWNERS
SHOULD EACH SIGN INDIVIDUALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL
CORPORATE NAME BY AN AUTHORIZED OFFICER. FIDUCIARIES SHOULD GIVE FULL TITLES.

Signature
Signature of joint owner, if any
Date

IMPORTANT

SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS BY PROMPTLY SIGNING AND RETURNING THIS PROXY.

THE INVESTMENT COMPANY OF AMERICA
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: []

<s> <c> <c> <c>
FOR
FOR WITHHOLD ALL
1. ELECTION OF DIRECTORS: ALL ALL EXCEPT

[ ] [ ] [ ]

01 Ms. Louise H. Bryson 09 Ms. Bailey Morris-Eck

02 Dr. Malcolm R. Currie 10 Mr. Richard G. Newman

03 Ms. Mary Anne Dolan 11 Mr. Donald D. O'Neal

04 Mr. Martin Fenton 12 Dr. Olin C. Robison

05 Mr. Claudio Gonzalez Laporte 13 Mr. James F. Rothenberg

06 Mr. James B. Lovelace 14 Mr. R. Michael Shanahan

07 Mr. Jon B. Lovelace, Jr. 15 Dr. William J. Spencer

08 Prof. John G. McDonald

To withhold your vote for any individual nominee, mark the "For All Except"
box and write the nominee's number on the line provided below.

_________________________________________________________

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2. RATIFICATION OF THE SELECTION OF FOR AGAINST ABSTAIN
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT [] [] []
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meeting.

IMPORTANT

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