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: 811-04692



Emerging Markets Growth Fund, Inc.
(Exact Name of Registrant as specified in charter)

11100 Santa Monica Boulevard, 15th Floor
Los Angeles, California 90025
(Address of principal executive offices)



Registrant's telephone number, including area code:   (800) 421-0180 x96245

Date of fiscal year end: June 30, 2004

Date of reporting period: June 30, 2004




Vincent P. Corti
Capital International, Inc.
11100 Santa Monica Boulevard, 15th Floor Los Angeles, California 90025 (name and
address of agent for service)

Copies to:
Rob Helm, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006-2401
(Counsel for the Registrant)



ITEM 1 - Reports to Stockholders

[logo - Capital InternationalSM]

EMERGING MARKETS GROWTH FUNDSM

[front cover:  graphic of world map]

Seeks  long-term  growth of capital  by  investing  in  companies  operating  in
developing countries around the world.

Annual report for the year ended June 30, 2004

DEAR SHAREHOLDERS:

Emerging  markets stocks  rallied  sharply,  rising  steadily for the first nine
months of the fiscal year before  retreating  in the last quarter as the specter
of higher  U.S.  interest  rates  and signs of a  slowdown  in  China's  economy
dampened  investor  sentiment.  For the 12  months  ending  June 30,  2004,  the
Emerging  Markets  Growth Fund rose 27.9% with  dividends  reinvested.  The MSCI
Emerging Markets Index rose 33.1% with net dividends.

Industrials, energy and materials stocks had the best results in a market driven
partly by  liquidity,  partly by the strength in  commodities  prices  driven by
Chinese demand and a rebound in the global economy,  and partly by energy prices
that remained firm against the backdrop of persistent violence in Iraq and other
parts of the Middle East. The defensive sectors of consumer staples, health care
and  utilities  lagged  the  broader  emerging   markets.   The  technology  and
telecommunications  sector  results  were  in  the  middle  and  closer  to  the
benchmark.

MARKETS REVIEW

The powerful  rally in emerging  markets was wide in its scope.  All markets and
sectors had positive returns,  although  performance varied widely by country. A
sustained recovery in the developed economies and robust domestic demand in many
emerging markets provided a strong tailwind.  However, in the last few months of
the period, rising interest rates in the United States appeared to have prompted
leveraged  investors to pull  investments  from  emerging  markets  equities and
bonds,  withdrawing  some liquidity from markets and reducing some of the gains.
In this  environment,  defensive  areas such as consumer  staples  that had been
lagging took the lead.

[Begin Sidebar]
               EMGF TOTAL RETURNS VS. MSCI EMERGING MARKETS INDEX
           for periods ended 6/30/04 (with distributions reinvested)

                     Emerging                         MSCI
                      Markets                       Emerging
                    Growth Fund                      Markets
                      (EMGF)       Annualized        Index*       Annualized

12 months             +27.9             --           +33.1             --
3 years               +29.3           +8.9%          +43.6          +12.8%
5 years               +14.8           +2.8           +16.4           +3.1
10 years              +47.8           +4.0           +11.7           +1.1
Lifetime           +1,420.0          +16.2             --+            --+
 (since 5/30/86)

*  Returns shown for the MSCI Emerging  Markets Index reflect gross  dividends
   through  December  31, 2000,  and net  dividends  thereafter.  The index is
   unmanaged and does not reflect sales charges, commissions or expenses.

+  The MSCI Emerging Markets Index did not start until December 31, 1987.
[End Sidebar]

India,  China and  Thailand  led the  markets in Asia,  while  Brazil,  Peru and
Colombia  registered the strongest  gains in Latin  America.  Markets in Eastern
Europe  also rose  substantially.  Both India and China,  two large and  rapidly
growing  economies in Asia, made  substantial  equity gains in the 30-40% range.
Both are economies transitioning from  government-controlled and planned systems
to market-driven,  capitalist economies,  each in its unique way. Chinese demand
powered  growth in many parts of Asia and, in industries  such as metals and raw
materials,  around  the  world -- from  Brazil  and  Chile to South  Africa  and
Australia.  As China  reported an annualized GDP growth rate of 10% in 2003, raw
materials and energy prices rose to the highest level in recent years and lifted
the stocks of related companies.  However,  as both the government and investors
started to worry about inflationary pressures,  Chinese authorities attempted to
shift the economy into a lower gear by raising  bank loan  reserve  requirements
and reining in lending in some industries such as  construction.  Market opinion
remained  divided  on  whether  China  would be able to  calibrate  the  economy
delicately enough to engineer a soft landing.

[Begin Sidebar]
FIGURES  SHOWN ARE PAST  RESULTS  AND ARE NOT  PREDICTIVE  OF  RESULTS IN FUTURE
PERIODS.  THE RESULTS SHOWN ARE BEFORE TAXES ON FUND  DISTRIBUTIONS  AND SALE OF
FUND SHARES. 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.  FOR MORE  CURRENT  INFORMATION  AND
MONTH-END  RESULTS,  PLEASE CALL 800/421-0180,  EXT. 96245.  INVESTMENTS ARE NOT
FDIC-INSURED,  NOR ARE THEY  DEPOSITS  OF OR  GUARANTEED  BY A BANK OR ANY OTHER
ENTITY. INVESTING OUTSIDE THE UNITED STATES IS SUBJECT TO ADDITIONAL RISKS, SUCH
AS  CURRENCY   FLUCTUATIONS,   POLITICAL   INSTABILITY,   DIFFERING   SECURITIES
REGULATIONS AND PERIODS OF ILLIQUIDITY, WHICH ARE DETAILED IN THE PROSPECTUS.
[End Sidebar]

Nevertheless,  the demand  for  commodities  lessened  in the spring of 2004 and
related  stocks  softened.  Chinese  stocks  also gave up some gains at the same
time, but nevertheless ended the period up more than 40%.

India's stock market also rose substantially, supported by privatization of many
state-owned  industries,  strong earnings and revenue growth.  Economic  reforms
including sweeping changes in the key finance and energy  industries,  declining
interest rates and a good  agricultural  season provided a boost to the economy.
However,  investors  pulled  back  in the  wake  of  the  upset  victory  of the
opposition  Congress  Party in  general  elections  in April  and May.  Although
technology   stocks   recovered,   stocks  in  industries  such  as  financials,
industrials,  and energy fell sharply on concerns that the new government  would
not keep up the pace of privatization  and reforms of the previous regime led by
the Bharatiya Janata Party.

In Russia,  the tussle  between the  government of Vladimir Putin and the former
chief of oil giant YUKOS Oil, Mikhail Khodorkovsky, over the issue of back taxes
dragged on for months and  markets  started  pricing in the  possibility  of the
company  declaring  bankruptcy.  President  Putin's  tough stance with  business
oligarchs appeared to sit well with the public, which re-elected him to a second
term in March by an overwhelming majority. Investors also seemed to like Putin's
strong mandate, hoping that it would give him the necessary political capital to
push the country  further along the road to a market  economy and lower the high
crime rate afflicting many Russian cities.

[Begin Sidebar]
10 LARGEST EQUITY HOLDINGS
                                                           Percent of gain/loss
                                       Percent of           for the 12 months
                                      net assets as          ended 6/30/04*
                                       of 6/30/04           (in U.S. dollars)

Samsung Electronics                        6.9%                    38.6%
America Movil                              3.4                     94.0
Anglo American PLC                         2.5                     31.9
LUKoil Holding                             2.4                     32.1
Infosys Technologies                       2.4                     70.2
Kookmin Bank                               2.0                      3.1
Sasol                                      1.9                     38.3
Wal-Mart de Mexico                         1.9                      0.8
Telekomunikasi Indonesia                   1.6                     40.4
Itausa                                     1.6                     47.8

Total                                     26.6%

*  The percent  change  reflects  the increase or decrease in the market price
   per share of  respective  equity  securities  held in the portfolio for the
   entire  period.  The actual gain or loss on the total  position in the fund
   may differ from the percentage shown.
[End Sidebar]

Latin American stocks had mixed results.  Brazilian  stocks rose  substantially,
with commodity  exporters like Cia. Vale do Rio Doce (CVRD) and energy  producer
Petroleo  Brasileiro S.A. - (Petrobras)  benefiting from demand from China,  and
banks like Itausa seeing their profits  supported by a modest growth in economic
activity.  Mexican  stocks  lagged  for most of the  fiscal  year but  picked up
momentum in the last few months as the economy  benefited from rising exports to
the  United  States  and a  modest  expansion  of  domestic  activity.  Consumer
companies  such as  Kimberly-Clark  de Mexico saw their  stocks rise after being
stagnant for many months.

Technology  stocks rose early in the fiscal year, peaked in March and April, and
then fell as many market  participants  concluded that,  after a three-year run,
revenues and earnings were near the top of this business  cycle and would likely
decline. Samsung Electronics reported record earnings in the last fiscal quarter
and was among the most profitable technology companies of the year. However, the
stock fell in the last fiscal  quarter,  reflecting the downturn in broad market
sentiment.  Most semiconductor and hardware stocks also declined towards the end
of the period; however, investors bet that business would continue to expand for
the  software  and  technology   service   companies,   which  saw  volume  grow
substantially  without any meaningful drop in the prices these companies  charge
corporations for their services.  Software company Infosys Technologies rose 70%
in the period.

[Begin Sidebar]
WHERE THE FUND'S ASSETS ARE INVESTED

                                                                                
                                                                                                  Market value
                                                                                    MSCI EM       of holdings
                                              Percent of net assets                 Index (1)       6/30/04
                                 6/30/02     6/30/03     12/31/03      6/30/04      6/30/04      (in thousands)
ASIA-PACIFIC
China                              2.5%        2.6%         3.2%         3.4%         8.5%           $535,535
Hong Kong                           .8         1.2          1.0          1.1           --             169,835
India                              9.6        10.5         13.7         10.6          4.9           1,671,602
Indonesia                          2.7         3.0          3.0          3.0          1.7             469,528
Malaysia                           3.0         2.4          3.2          5.4          4.5             842,747
Philippines                        1.4         1.3           .6           .4           .5              70,471
Singapore                           --          --           --           .1           --              13,899
South Korea                       16.8        18.6         18.5         18.0         18.7           2,842,226
Taiwan                            11.3         6.7         10.3         10.0         11.9           1,567,828
Thailand                           1.8         1.9          1.3           .7          2.7             115,966
Vietnam                             --          --           .1           .1           --              10,255
                                  49.9        48.2         54.9         52.8         53.4           8,309,892
LATIN AMERICA
Argentina                           .2          .8           .6           .6           .5              94,557
Brazil                             9.6        11.1         11.0          9.8          8.0           1,548,933
Chile                              1.7         1.5          1.0          1.4          1.9             226,858
Colombia                            .1          .4           .3           .3           .1              38,582
Ecuador                             --          --           --           --           --               6,148
Mexico                            15.3        14.2          9.3          9.8          6.3           1,535,750
Panama                              .1          .1           --           --           --               5,768
Peru                                .6          .5           .5           .3           .5              47,269
Uruguay                             --          --           --           --           --               1,179
Venezuela                           .1          .3           .3           .4           .2              64,773
                                  27.7        28.9         23.0         22.6         17.5           3,569,817
EASTERN EUROPE
Bulgaria                            .1          --           --           --           --               1,055
Croatia                             .6          .4           .3           .3           --              51,191
Czech Republic                      .4          .3           .4           .7           .7             102,827
Hungary                            1.6         1.5          1.1          1.6          1.3             254,701
Kazakhstan                          --          --           --           --           --               2,234
Poland                             1.6         1.3           .8           .7          1.4             115,499
Russian Federation                 6.1         5.5          6.0          6.4          4.5           1,006,362
Ukraine                             --          --           --           --           --               7,972
                                  10.4         9.0          8.6          9.7          7.9           1,541,841
OTHER MARKETS
Canada (2)                          --          .3           .7           .6           --              94,706
Dominican Republic                  --          --           --           --           --               4,012
Egypt                               .2          .2           .2           .4           .3              64,386
Greece                              .1          --           --           --           --                  --
Israel                              .7          .3           .5           .8          4.6             124,271
Morocco                             .1          .1           --           --           .2               8,401
Nigeria                             .1          --           --           --           --                  --
Portugal                            .1          --           --           --           --                  --
South Africa                       4.0         5.2          4.8          8.0         14.2           1,254,674
Turkey                             2.7         2.0          2.0          1.7          1.5             261,390
United Kingdom (2)                  --         1.2          2.3           .4           --              58,713
United States of America (2)        --          .2           .1           .1           --              16,821
                                   8.0         9.5         10.6         12.0         20.8           1,887,374

Multinational                      1.4          .4           .4           .5                           72,040
Other (3)                           .8          .6           .8           .7                          111,134
Cash & equivalents
  less liabilities                 1.8         3.4          1.7          1.7                          266,150

TOTAL NET ASSETS                 100.0%      100.0%       100.0%       100.0%                     $15,758,248


(1)  MSCI  Emerging  Markets  Index also  includes  Jordan (0.2% at 6/30/04) and
     Pakistan  (0.2%  at  6/30/04).  A dash  indicates  that the  market  is not
     included in the index. Source: MSCI Red Book.
(2)  Includes  investments  in  companies  incorporated  in the region that have
     significant operations outside the region.
(3)  Includes stocks in initial period of acquisition.
[End Sidebar]

[Begin Sidebar]
PERCENT CHANGE IN KEY MARKETS (1)

                                Twelve months                Six months
                                ended 6/30/04               ended 6/30/04

                           Expressed     Expressed     Expressed     Expressed
                            in U.S.      in local       in U.S.      in local
                            dollars      currency       dollars      currency

ASIA-PACIFIC
China                        41.8%         41.8%        -10.8%        -10.3%
India                        37.6          36.1         -18.0         -17.3
Indonesia                    31.6          50.0            .9          12.7
Malaysia                     20.0           -- (2)        3.4           -- (2)
Pakistan                     28.6          29.2           4.0           5.3
Philippines                  25.1          31.4           8.8          10.1
South Korea                  26.8          22.6           1.0          -2.0
Taiwan                       22.9          19.5          -2.9          -3.7
Thailand                     52.4          48.2         -13.7         -10.9

LATIN AMERICA
Argentina                    22.3          28.6          -8.3          -7.5
Brazil                       43.5          54.9         -12.3          -5.9
Chile                        38.5          25.8          -3.5           3.7
Colombia                     79.4          71.5          36.3          32.0
Mexico                       31.9          46.0          14.7          17.7
Peru                         53.3          53.3          -9.1          -8.9
Venezuela                    12.0          82.4          34.2          22.4

EASTERN EUROPE
Czech Republic               51.4          44.0          16.5          18.7
Hungary                      73.9          54.6          29.1          28.3
Poland                       42.4          34.9          11.4          10.1
Russian Federation           23.8           -- (2)        3.1           -- (2)

OTHER MARKETS
Egypt                        82.4          86.5          23.2          23.7
Israel                       24.7          28.8          19.1          21.4
Jordan                       39.0          39.0           7.4           7.4
Morocco                      25.8          20.1           9.4          12.4
South Africa                 42.6          17.9           2.8          -4.3
Turkey                       65.1          72.8          -8.3          -3.2

Emerging Markets
  Growth Fund                27.9                        -2.8

(1)  Including reinvestment of net dividends. All indexes are compiled by Morgan
     Stanley Capital International and are unmanaged.
(2)  Index is quoted in U.S. dollars only.
[End Sidebar]

Among the largest emerging markets,  South Korea and Taiwan did not keep up with
the broader market,  partly due to the mixed  performance of technology  stocks.
South  Korean  equities  were  also  held back by  political  uncertainty  and a
lackluster  domestic  economy  suffering from the overhang of a consumer  credit
bubble. South Korean President Roh Moo-hyun was impeached and then reinstated by
a Constitutional  Court,  which stated that his election law violations were not
grave  enough to  warrant  removal  from  office.  In Taiwan,  a closely  fought
presidential election kept the political situation fluid for many months even as
the domestic economy showed signs of vigor.

In South  Africa,  the  overvalued  rand  currency  eroded  margins  for  mining
companies and other  exporters.  On the political  front,  the African  National
Congress returned to power with an overwhelming majority, giving President Thabo
Mbeki a broad mandate.  South African  stocks rose 43% in U.S.  dollar terms and
18% in local currency  terms.  The rand  appreciated 21% against the U.S. dollar
during the period.

PORTFOLIO REVIEW

With clear signals that U.S.  interest rates were on an upward path and economic
growth in many parts of the developed world would be modest,  the fund increased
its  investments  in companies  that derive a major part of their  revenues from
domestic markets.  Partly,  this strategy was implemented by reducing the fund's
exposure to more globally oriented sectors,  maintaining investments in consumer
staples,  and increasing exposure in areas leveraged to domestic growth, such as
financials.

This strategic focus on more domestically  oriented companies was also reflected
in the fund's shift of some assets out of Latin  America and into Asia.  The mix
of economic growth in Asia has become more balanced  between  external trade and
domestic  demand,  which is expected  to  continue  growing in many parts of the
region.  Many Asian  companies  are now  equally or more  dependent  on domestic
demand compared to exports.  We shifted assets from some companies in Brazil and
Mexico to markets like Malaysia, Indonesia, China and Taiwan. Nevertheless,  the
fund  maintains a large exposure in Mexico and in Latin America  overall,  where
most of our  investments  are in consumer  companies that are less vulnerable to
cyclical changes in the economy and interest rates. The fund trimmed holdings in
Brazil.  The country's large external debt makes asset prices  vulnerable to the
U.S. interest rate cycle. Moreover,  valuations are no longer cheap. We had made
substantial  investments in Brazil during the market sell-off  leading up to the
presidential election in 2002. We took some profits as the market rallied.

In light of the more risk-averse market environment, the fund also redoubled its
focus on investing in financially strong companies with high levels of cash flow
and the willingness to return that cash to shareholders in the form of share
buybacks or higher dividends.

The fund's  largest  investments  included the areas of  telecommunications  and
consumer  staples,  which in the emerging  markets are generally  companies with
stable cash flows and steady to rising  earnings.  A  combination  of good stock
selection and a large overexposure relative to the index saw  telecommunications
shares  delivering  strong results for the fund. For example,  America Movil was
among the top  contributors  to fund returns  during the year.  It is a wireless
communications  provider  based in Mexico  but has  operations  in many parts of
Latin America,  including Brazil.  Telekomunikasi  Indonesia was another company
that saw share prices rise.

The fund's exposure to consumer staples hurt the fund's results during the year.
Industries  such as mining  and energy led the  markets as  investors  sought to
participate in what they saw as a cyclical  market  recovery.  In addition,  the
market  rally was also partly  driven by easy money  available  at low  interest
rates in the United States.  That liquidity  favored  riskier,  high beta stocks
over the more staid consumer staples sector.

Our investments in the technology  area had mixed results.  Stocks of technology
hardware and  semiconductor  companies had strong results for most of the period
before  sliding in the last few months.  Samsung  Electronics  was among the top
contributors  to fund returns.  Taiwanese  technology  companies  also rose, but
trailed the broader market.  Our holdings in Indian technology service companies
had strong gains and held up even in the post-election  market decline;  Infosys
Technologies was a top contributor to fund returns.

In the area of financials,  we rotated out of bank stocks in markets like India,
where we  expected  interest  rates to rise,  to bank  stocks in  Taiwan,  where
financial houses had largely gone through a rationalization  process,  and their
earnings  prospects looked promising.  We also built up investments in financial
companies in South Korea with the view that the market was discounting an overly
excessive rate of consumer  delinquencies.  The Korean domestic economy has been
lackluster this year, another factor that has kept financial stocks at depressed
levels.  This hurt the fund's  performance  in the period  when  compared to the
benchmark.

We also  increased  our  investments  in Russian  oil  companies  over the year.
Although shares of oil producers rose substantially through the period,  Russian
oil  stocks  lagged  their  peers  due to the  protracted  legal  and  political
imbroglio  between the government and the former management of YUKOS Oil. LUKoil
and YUKOS have among the world's largest untapped oil reserves. We bought shares
of both companies on price weakness.

The fund's largest country exposures  relative to the EM Index were in India and
Mexico,  which  helped  results  during  the  period.  While we still hold large
investments  in both  countries,  we did trim those  investments.  In India,  we
reduced  holdings in industries  vulnerable to  government  regulation,  such as
energy and financial  stocks.  In Mexico, we sold our investment in Telefonos de
Mexico, and took some profit in America Movil. The fund's largest underexposures
on a country basis were to South Africa and China,  markets that did well in the
fiscal  year.  We  stayed  away  from  many  Chinese  stocks as we saw the price
increases  to be out of  proportion  to  their  fundamentals.  Although  China's
economy  grew  substantially,  as fund  managers,  we have found it difficult to
capture that growth through the exchange-listed companies.

Our  investments  in South Africa have been low compared to the index because we
have found better  opportunities  in mining  companies  elsewhere.  Companies in
South Africa face social  challenges such as AIDS and political  challenges that
have left us cautious. Nevertheless, we did increase our South African holdings,
including  companies like Anglo American PLC that we saw benefiting  from strong
Chinese demand for commodities.

OUTLOOK

With the rally of the past year,  emerging  markets stocks have completed a full
cycle following the sharp decline of 1997-98. Relative valuations have rebounded
to near-1995  levels and emerging  markets stocks are now only modestly  cheaper
than developed  market shares,  particularly on a price-to-cash  earnings basis.
Hence,  future  market  gains are likely to be driven more by earnings  and cash
flow  growth  than  by  multiple  expansion.  In  this  environment,  shares  of
financially  strong  companies  are likely to do better than the riskier  stocks
that were the leaders in the recent market rally.

It is useful to put the  current  monetary  tightening  in the U.S.  in context.
Interest rate  increases  this time around are taking place against the backdrop
of a strong U.S.  economy,  which is generally a good  environment  for emerging
markets.  However,  emerging  markets  equity  returns  are  likely  to be  more
discriminating  between markets.  We started to see this trend toward the end of
the period, when equities in Mexico rose but fell in Russia and India.

Most important,  fundamentals are quite good for most emerging markets economies
represented in the index. In Asia,  corporate  balance sheets are much healthier
than they were in 1997,  prior to the Asian  financial  crisis.  Corporate  debt
levels are  manageable,  external  debt  levels are low and most  countries  are
running  current  account  surpluses,  making them much less  vulnerable to U.S.
interest rates compared to the 1990s.  Many Asian countries are net creditors of
the United  States,  with their  central  banks  holding  large  amounts of U.S.
government  debt.  Also,  many Asian  countries  are in the early  stages of the
current   economic  growth  cycle  and  expansion  is  better  balanced  between
consumer-driven domestic growth and external trade and Europe.  Intra-Asia trade
accounts for about 45% of total trade by Asian countries.

China's economy is likely to remain an engine of growth for Asia, as a source of
demand in areas like raw  materials,  energy and  capital  equipment  on the one
hand,  and as a competitive,  lower cost  manufacturing  base on the other.  The
country's economy is a unique  experiment  combining central planning and market
forces.  However,  as the  rapid  development  of Japan in the  post-war  period
reminds us, this  experiment  is unlikely to be run smoothly  and will  probably
move  forward in fits and starts.  Also,  political  risk will remain  higher in
emerging  markets,  as was seen in the brief  sell-offs in India  following  the
elections  and in Russia in response to the YUKOS saga.  Despite the  associated
volatility,  we believe  long-term  returns are likely to remain good, given the
higher aggregate growth rate of emerging markets economies.

We look forward to reporting to you in another six months.

Sincerely,

/s/ Robert Ronus
Robert Ronus
Chairman of the Board

/s/ Shaw B. Wagener
Shaw B. Wagener
President

June 30, 2004

THE VALUE OF A LONG-TERM PERSPECTIVE

HOW A $100,000 INVESTMENT HAS GROWN

While  notable for their  volatility  in recent  years,  financial  markets have
tended to reward investors over the long term. Active management -- bolstered by
experience and careful research -- can add even more value. This chart shows how
a $100,000  (1)  investment  in  Emerging  Markets  Growth Fund (EMGF) grew from
December 31, 1987 -- the inception of the MSCI Emerging  Markets Index --through
June 30, 2004, the end of the fund's latest fiscal year.

As  you  can  see,  the  $100,000  would  have  grown  to  $1,095,308.  This  is
significantly  more than the $646,124  generated by the unmanaged  MSCI Emerging
Markets Index.


[begin mountain chart]

Year
ended                           MSCI EM
June 30                 EMGF(2)         Index (3)
<s>                     <c>             <c>
12/31/1987              100,000         100,000
06/30/1988 (4)          138,053         136,911
12/31/1988              141,980         140,427
06/30/1989              203,614         173,906
12/31/1989              275,812         231,649
06/30/1990              296,302         258,080
12/31/1990              250,848         207,209
06/30/1991              349,859         281,281
12/31/1991              409,863         331,349
06/30/1992              453,884         355,819
12/31/1992              460,360         369,135
06/30/1993              551,713         421,825
12/31/1993              794,977         645,384
06/30/1994              741,137         578,578
12/31/1994              782,904         598,165
06/30/1995              732,096         578,478
12/31/1995              726,601         567,009
06/30/1996              845,474         627,491
12/31/1996              845,574         601,205
06/30/1997            1,092,098         707,935
12/31/1997              927,272         531,555
06/30/1998              791,087         431,270
12/31/1998              696,603         396,860
06/30/1999              953,943         555,079
12/31/1999            1,239,461         660,407
06/30/2000            1,198,460         607,647
12/31/2000              855,467         458,257
06/30/2001              847,207         450,050
12/31/2001              826,143         446,274
06/30/2002              799,378         454,921
12/31/2002              744,120         418,732
06/30/2003              856,488         485,280
12/31/2003            1,127,420         652,453
06/30/2004            1,095,308         646,124


[end mountain chart]

(1)  The  minimum  initial  investment  for  Emerging  Markets  Growth  Fund  is
     $100,000.
(2)  Values are based on a $100,000 investment with distributions reinvested.
(3)  Values shown for the MSCI Emerging  Markets  Index reflect gross  dividends
     through  December  31, 2000,  and net  dividends  thereafter.  The index is
     unmanaged and does not reflect sales charges, commissions or expenses.
(4)  For the period  December 31, 1987  (inception of the MSCI Emerging  Markets
     Index) through June 30, 1988. EMGF began operations on March 10, 1986.

Here are the cumulative total returns and average annual total returns with all
distributions reinvested for periods ended June 30, 2004 -- 10 years: 47.78%, or
3.98% a year; 5 years: 14.81%, or 2.80% a year; 12 months: 27.89%.

FIGURES SHOWN ARE PAST RESULTS AND ARE NOT PREDICTIVE OF RESULTS IN FUTURE
PERIODS. THE RESULTS SHOWN ARE BEFORE TAXES ON FUND DISTRIBUTIONS AND SALE OF
FUND SHARES. 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. FOR MORE CURRENT INFORMATION AND
MONTH-END RESULTS, PLEASE CALL 800/421-0180, EXT. 96245.

THE INVESTMENT LANDSCAPE

The geographic  concentrations of assets found in Emerging Markets Growth Fund's
(EMGF)  portfolio  rarely reflect a  predetermined  decision to concentrate  our
investment in a particular country or region.  More often, these  concentrations
result from  buy-and-sell  decisions  made stock by stock,  based on  intensive,
proprietary  research.  While the  emphasis of that  research  is on  companies,
EMGF's  portfolio  managers and analysts  also keep a close eye on political and
macroeconomic  considerations that can affect our holdings.  Here is our view of
the investment  landscape in the fund's five largest areas of concentration  for
the year ended June 30,  2004.  The five  account  for nearly 60% of net assets.
(Percentage changes for markets and stock prices are in U.S. dollars and are for
the fiscal year ended June 30, 2004, unless otherwise noted.)

SOUTH KOREA (18.0% OF NET ASSETS)

South  Korean  equities  made  substantial  gains of 27% but still  trailed  the
stronger  results of the  emerging  markets  benchmark.  A  lackluster  domestic
economy,  a struggling  banking sector and lack of strong  political  leadership
appeared to curb investor enthusiasm for most assets,  including stocks. Exports
were the sole engine of economic growth,  expanding nearly 40% year over year in
June, propelled partly by rising trade with China and partly by expanding global
demand for technology.

Technology stocks led by Samsung  Electronics had strong gains in the early part
of the period but then fell  sharply in the last  quarter,  ironically  the same
quarter that Samsung reported record earnings.  Investors  worried that earnings
for hardware  technology firms, and for  semiconductor  companies in particular,
could be nearing a cyclical peak.

Consumers  struggled  to regain a footing  after the  bursting  of a  multi-year
consumer lending boom and kept their wallets shut, hurting the domestic economy.
Banks  worked  towards   increasing  loan  reserves  and  whittling  down  their
portfolios  of  non-performing  loans.  In this  environment,  financial  stocks
struggled and  valuations  reflected a highly  pessimistic  outlook that did not
appear to take into account the ongoing  consolidation  in the industry.  During
the  shakeout,  LG Card had to be bailed out by a  consortium  of banks led by a
quasi-government entity, the Korea Development Bank. Other credit card companies
were absorbed either by affiliated companies or other financial institutions.

In an  environment  of political  uncertainty  and lack of  leadership,  capital
investment by corporate Korea was sluggish.  South Korean President Roh Moo-hyun
was   impeached  by  Parliament   and  a  few  months  later   reinstated  by  a
Constitutional  Court,  which stated that his election law  violations  were not
grave enough to warrant  removal from  office.  President  Roh's Uri Party won a
majority in national  legislative  elections  in April but suffered a setback in
mayoral and  gubernatorial  elections held in early June. With a fluid political
situation following the impeachment  proceedings,  the Roh administration failed
to produce a coherent agenda to stimulate the economy.

On the positive side,  many companies  remained  intensely  focused on improving
operations,  investing  in  capital  expenditures  for the  next  generation  of
products and sorting out labor issues. Samsung Electronics  strengthened product
lines in its four major divisions,  including memory semiconductors,  flat-panel
displays,  mobile  handsets and digital  consumer  electronics.  Companies  like
Hyundai Motors  continued to expand in overseas  markets like China,  Europe and
the United States.  Overall  valuations on the Korean market,  at about 12 times
2004 estimated earnings, appear reasonable in absolute terms and relative to the
prevailing interest rate environment.

INDIA (10.6% OF NET ASSETS)

Powered by a rapidly growing economy, expanding earnings, a good monsoon season,
a  focused  liberalization  program  and  large  inflows  of  foreign  portfolio
investments,  India's  stock  market  rose  steadily  in the  first  half of the
reporting   period.   Equities   reversed  course  and  fell  sharply  following
parliamentary  elections  in  April/May  2004  that  saw  a  Congress  Party-led
coalition unexpectedly replacing the ruling Bharatiya Janata Party government at
the  center.  Stocks  fell  nearly  20% over  the  course  of a few days  before
recouping  some losses.  Investors  withdrew from markets,  concerned that under
pressure  from the left  parties  in its  coalition,  the new  government  would
backtrack on the pace and direction of fiscal reforms,  including  privatization
and deregulation of the banking and energy sectors.  Investors also worried that
profligate  government  spending and  introduction  of populist  subsidies would
increase the already large fiscal deficit.

The decision by Sonia Gandhi,  the  victorious  Congress  Party leader,  against
assuming direct leadership as the country's prime minister removed the political
uncertainty  that had  worried  markets  immediately  after the  elections.  The
Italian-born  widow of slain former  Prime  Minister  Rajiv Gandhi  nominated as
prime minister the highly regarded  Manmohan Singh,  the former finance minister
and Reserve Bank governor.  The nomination of another  reformist  former finance
minister, P. Chidambaram,  in that same role, revived hopes that this government
would  maintain a balance  between the  overtly  socialist  agenda of  coalition
partners,  and a commitment to rein in government  spending and increase revenue
collection. Officials also signaled the new regime remained committed to pushing
ahead with some key reforms and to encouraging foreign direct investment.  These
steps seemed to mitigate investor concerns.

On the corporate  front,  many  companies  reported  strong  revenue  growth and
stellar  earnings in the fiscal period,  pushing  stocks higher.  These included
companies in the  industrial,  financial,  energy,  information  technology  and
pharmaceutical sectors. However, toward the end of the period, investors started
to worry that earnings in many cyclical  industries could be approaching a peak,
given  higher crude and  commodity  input  prices and rising  domestic  interest
rates.  Many stocks in these  industries,  including banks,  petrochemicals  and
refining declined toward the end of the period.  Market  participants also began
worrying about the  possibility of a poor summer monsoon  season;  a good one is
critical to the agricultural economy and to rural spending.

Areas of the economy that are less vulnerable to government  regulation and more
dependent on Western  corporate  demand,  such as technology  services,  slumped
briefly  after the election but then  rebounded and held on to gains made in the
fiscal year.  Investors  took the view that these  businesses  would continue to
grow on expanding global demand, and increased competition would not necessarily
mean lower pricing power.

TAIWAN (10.0% OF NET ASSETS)

Taiwan's  economy  showed  robust  growth in the fiscal year,  led  initially by
significant  expansion  in  exports  and  then by a surge in  corporate  capital
expenditure.  Taiwanese securities,  however, trailed the emerging markets index
partly due to investors rushing to take profits in technology stocks on concerns
that revenues and profits may be near a peak after a three-year growth cycle.

Shares of technology companies,  a major component of the domestic stock market,
fell short of the broader  emerging  markets  gains.  Technology  stocks,  which
comprise slightly more than half the MSCI Taiwan index, rose 11%. Results varied
substantially  by company.  Shares of AU Optronics,  a maker of TFT-LCD  panels,
rose by a  whopping  129%.  However,  Taiwan  Semiconductor  Manufacturing,  the
largest global manufacturer of made-to-order  semiconductor  chips, rose only 8%
as  worries  about  peaking  profits  were  particularly   centered  around  the
semiconductor industry.

Financial stocks,  which accounted for another 23% of the index component,  rose
40%.  Bank earnings  were partly fed by consumer  credit  expansion and mortgage
loan growth. Overall,  corporate profitability was strong.  Technology companies
saw earnings  grow by 39% and  revenues by 81% in the first  quarter of calendar
2004 over the same period in the previous year,  according to broker  estimates.
The  fundamental  long-term  outlook  for  many  technology  companies  remained
positive,  as they have invested in the next generation of digital  consumer and
other products.

Economic  expansion  was fuelled by a combination  of consumer  loan  expansion,
mortgage loan growth and a rebound in both manufacturing and services.  Domestic
consumption was robust on the back of rising property prices. Property ownership
in  Taiwan is high,  and hence the  wealth  effect  was  widespread.  Government
expenditures also provided some stimulus, with an increase in public works.

The country's  financial  position was  relatively  strong.  Although the budget
deficit is 4% of GDP, the central bank holds enormous foreign exchange reserves,
to which it added  during the year as a result of its attempts to keep the local
Taiwan dollar from appreciating.

The political situation was fluid. President Chen Shui-bian won a second term in
office in March  elections.  His  victory by a  razor-thin  margin was  bitterly
contested  by the  opposition,  but a recount  supported  his party's  lead.  An
assassination  attempt on him and his deputy days before the elections  added to
the drama, with the opposition  claiming that it was staged to elicit a sympathy
vote. Nonetheless, following the elections, the president tempered his political
rhetoric against mainland China,  calming the nerves of political  observers and
investors alike.

On the technical front, MSCI announced pending changes to the composition of its
EM Index that will  substantially  increase Taiwan's  weighting in the benchmark
effective  November  2004 and May 2005,  a move that could  potentially  attract
greater foreign investor interest.

BRAZIL (9.8% OF NET ASSETS)

Brazilian  stocks  surged,  recovering  to  more  normalized  valuations  as the
government  of  President  Luiz  Inacio  Lula Da Silva,  which  campaigned  on a
left-of-center platform,  pushed through with fiscal and other economic reforms.
The government  followed through with the measures despite  opposition from both
the hard-line factions of the ruling Workers' Party and the opposition.

One major success was the Congress's  December passage of a social security bill
aimed at saving the  government  more than $17  billion  over the next 20 years.
Social  security is a major  contributor to the country's  nominal public sector
deficit.  In another  political  victory,  the  government  managed to raise the
minimum wage less than what the opposition had demanded.  Since social  security
and other  benefits  are indexed to the  minimum  wage,  investors  had feared a
larger increase would have adversely impacted the fiscal deficit.

Despite progress on the fiscal front,  monetary policy remained relatively tight
in the face of constant  inflationary  pressures,  partly due to the  persistent
firmness in global oil prices.  The  Consumer  Price Index,  including  food and
energy,  rose at 7.4%  annualized  at the end of June  2004.  The  central  bank
maintained the key lending rate at a relatively high 16%,  although it came down
10 percentage points from a whopping 26% at the start of the fiscal year.

The economy  began to respond,  with durable goods sales and exports in the lead
early in the fiscal year, and the more income-sensitive areas of retail, such as
supermarket and clothing sales, growing in the later stages as employment showed
some pick-up.  Industrial  production expanded in the latter half of the period,
and export volume  showed hefty  growth,  driven partly by strong demand for raw
materials from China. Cia Vale do Rio Doce, which sends the bulk of its iron ore
exports to China, rose more than 60%.  Telecommunications  stocks such as Telesp
Celular  also  did  well  as  wireless  subscriber  growth  continued  to  grow.
Meanwhile,  in corporate  news,  Belgium's  Interbrew  acquired  Brazilian  beer
company  Cia de Bebidas  das  Americas  (AmBev),  making the joint  company  the
world's largest beer company by volume. It also had a 70% share of Brazil's beer
market.

While many of the economic  parameters for Brazil improved,  the country's total
external debt remains high. Financial  authorities worked actively to change the
mix of the debt and brought down the level of outstanding  securities  linked to
the U.S. dollar, thus reducing the impact of exchange rates on the debt profile.
Nevertheless,  Brazil's  borrowing  needs  remain  huge  compared  to many other
emerging markets, making it more vulnerable to the U.S. interest rate cycle.

MEXICO (9.8% OF NET ASSETS)

Mexican equities rose in the 12-month period,  but trailed the broader EM Index.
Although  stocks  lagged in the  first  half,  they had among the best  relative
results in the second half of the fiscal year, as the domestic economy picked up
momentum and investors started to view the less cyclical consumer  companies and
telecommunications companies more favorably.

The ruling PAN  (National  Action  Party) led by  President  Vicente Fox and the
opposition PRI (Institutional  Revolutionary Party) remained locked in political
brinkmanship, and there were no major political or economic initiatives taken in
the year.  The PAN lost  seats in  congressional  elections  held in July  2003,
losing ground to the PRI in the lower house of Congress.

Nevertheless,  despite lack of progress in two key areas -- rigid labor laws and
inadequate  power  supply to industry -- the economy  began to show  respectable
growth in the last few months of 2003, fuelled by the spillover effect of strong
industrial  production  and  consumer  demand in the United  States.  The fiscal
picture also looked brighter, enhanced by the increase in oil revenues. Economic
expansion started with  manufacturing,  with a sustained  increase in industrial
output over many months,  and then expanded to services as the domestic  economy
appeared to enter a new cyclical  growth phase. In this  environment,  shares of
consumer  companies  such as  Kimberly-Clark  de Mexico  and  Fomento  Economico
Mexicano  (Femsa) rose in the first quarter of calendar 2004 after  trailing the
market for many months.

The economy also benefited from productivity gains. Growth picked up momentum in
the second half of the fiscal year,  with real GDP expanding 3.7%  annualized in
the first three months of 2004 over the same period a year ago.  However,  labor
demands  started to increase  with the  expansion,  and union  contracts in some
cases were settled at the upper end of union  demands.  Inflation  remained near
the central bank's target, forcing it to keep monetary policy relatively tight.

Corporate  profits  were  quite  strong in the  aggregate.  America  Movil,  the
wireless service provider,  expanded  operations to Brazil,  Argentina and other
parts of Latin  America  through  acquisitions.  It  continued  to enjoy  strong
subscriber growth and reported stellar profits,  propelling the stock 94% higher
in the year.  The  attractive  valuations,  strong  balance sheets and promising
growth  prospects of some Mexican  companies  prompted  mergers and acquisitions
activity.  Mexican cement company Apasco was absorbed by Swiss parent Holcim and
Spain's Banco Bilbao Vizcaya Argentaria (BBVA) bid for complete ownership of the
Mexican unit of BBVA-Bancomer, Mexico's largest banking group.

ABOUT THE FUND AND ITS ADVISER

Emerging  Markets Growth Fund (EMGF) was organized in 1986 by the  International
Finance  Corporation  (IFC),  an affiliate  of the World Bank,  as a vehicle for
investing in the  securities  of companies  based in developing  countries.  The
premise  behind  the  formation  of the  fund  was that  rapid  growth  in these
countries could create very  attractive  investment  opportunities.  It also was
felt that the  availability of equity capital would stimulate the development of
capital  markets  and  encourage   countries  to  liberalize   their  investment
regulations.

An affiliate  of Capital  International,  Inc.,  the fund's  current  investment
adviser,  was  selected by the IFC from a number of global  investment  firms to
manage EMGF. Capital International is one of The Capital Group Companies.  These
companies  form  one  of  the  world's  most  experienced   investment  advisory
organizations,  with  roots  dating  back to 1931.  These  companies  have  been
involved  in  international  investing  since the 1950s.  Capital  International
employs a value-oriented,  research-driven  approach.  Capital International and
its   institutional   management   affiliates   maintain  a  global   investment
intelligence  network that continues to grow and currently employs more than 135
investment  professionals  based on three continents.  They include analysts and
portfolio managers, born in over 27 countries, who speak a variety of languages.
These professionals travel millions of miles each year, keeping a close watch on
industry trends and government actions and scrutinizing thousands of companies.

As EMGF has grown,  its adviser has devoted  increased  resources to the task of
evaluating and managing  investments  in developing  countries.  Currently,  the
organization  has 34 analysts  covering these  countries,  compared with four in
1986;  these analysts also manage a portion of the fund.  Most of its assets are
managed by eight  portfolio  managers,  compared  with two in 1986;  both of the
original managers, incidentally, are still with the fund.

Capital International's research effort focuses heavily on regions as well as on
individual  countries.  It is an  intensive  effort  that  combines  company and
industry analysis with a political and macroeconomic overview, and we believe it
has given our  family  of  companies--  and the  funds  they  manage,  including
Emerging Markets Growth Fund -- a competitive edge.


INVESTMENT PORTFOLIO
June 30, 2004

                                                                      
                                           Equity securities
                                Common        Preferred    Convertible               Percent of
SECTOR DIVERSIFICATION          stocks         stocks         bonds       Bonds      net assets

Financials                      17.03%         2.16%          -%             -%        19.19%
Information technology          18.32%             -          -              -         18.32
Telecommunication services      11.85          2.97         .02            .16         15.00
Consumer staples                 9.24          1.69           -            .02         10.95
Materials                        8.77          1.01         .02              -          9.80
Energy                           8.53           .72           -            .02          9.27
Consumer discretionary           5.90           .06           -            .02          5.98
Industrials                      3.50           .11           -              -          3.61
Utilities                        2.72             -           -              -          2.72
Health care                      1.69             -           -              -          1.69
Other                             .77             -           -           1.01          1.78
                                88.32%         8.72%        .04%          1.23%        98.31%

Short-term securities                                                                   1.63
Excess of cash and receivables (including foreign currency contracts) over payables      .06

Net Assets                                                                            100.00%




                                                                                                                    
                                                                                                                     Market  Percent
EQUITY SECURITIES                                                                                                    value   of net
(Common and preferred stocks)                                                                          Shares        (000)   assets

Argentina  -  0.38%
BI SA (acquired 10/21/93, cost: $4,567,000) (1) (2)                                                   4,952,159      $1,559    0.01%
Grupo Financiero Galicia SA, Class B (2)                                                                      5           -       -
Hidroneuquen SA (acquired 11/11/93, cost :$29,239,000) (1) (2) (3)                                   28,022,311         878       -
Nortel Inversora SA, Class B, preferred (ADR) (2)                                                     4,529,300      24,956    0.16
Telecom Argentina STET-France Telecom SA, Class B (ADR) (2)                                           3,629,346      32,809    0.21
                                                                                                                     60,202    0.38

Brazil  -  9.70%
Aracruz Celulose SA, Class B, preferred nominative (ADR)                                                 76,500       2,499    0.02
Banco Itau Holding Financeira SA, preferred nominative                                              840,279,800      78,140
Banco Itau Holding Financeira SA, preferred nominative (ADR)                                            267,300      12,467    0.57
Brasil Telecom Participacoes SA, preferred nominative (ADR)                                             126,000       3,868    0.02
Celular CRT SA, ordinary nominative                                                                   2,255,641         280
Celular CRT SA, Class A, preferred nominative                                                       101,573,000      17,711    0.11
Cia. de Bebidas das Americas - AmBev, ordinary nominative                                            20,067,000       7,775
Cia. de Bebidas das Americas - AmBev, preferred nominative (ADR)                                      9,475,010     190,163    1.26
Cia. Vale do Rio Doce, ordinary nominative                                                              409,000      19,215
Cia. Vale do Rio Doce, ordinary nominative (ADR)                                                        653,230      31,061
Cia. Vale do Rio Doce, Class A, preferred nominative (ADR)                                            3,059,752     119,636    1.08
EMBRAER - Empresa Brasileira de Aeronautica SA, preferred nominative (ADR)                              590,699      16,888    0.11
Embratel Participacoes SA, ordinary nominative (2)                                                  108,568,200         493       -
Itausa - Investimentos Itau SA, preferred nominative                                                214,968,322     249,882    1.59
New GP Capital Partners, LP, Class B (acquired 1/28/94, cost: $16,247,000 ) (1) (2) (3)                  27,000       5,684    0.04
Petroleo Brasileiro SA - Petrobras, ordinary nominative                                                 891,310      24,664
Petroleo Brasileiro SA - Petrobras, ordinary nominative (ADR)                                            78,600       2,206
Petroleo Brasileiro SA - Petrobras, preferred nominative                                                256,600       6,405
Petroleo Brasileiro SA - Petrobras, preferred nominative (ADR)                                        4,255,536     107,240    0.89
Tele Celular Sul Participacoes SA, ordinary nominative                                            4,883,892,647       5,063
Tele Celular Sul Participacoes SA, preferred nominative (ADR)                                         2,396,400      30,914    0.23
Tele Centro Oeste Celular Participacoes SA, ordinary nominative                                      14,961,542          52
Tele Centro Oeste Celular Participacoes SA, preferred nominative                                  5,537,810,700      16,898
Tele Centro Oeste Celular Participacoes SA, preferred nominative (ADR)                                7,211,838      66,133    0.53
Telecomunicacoes Brasileiras SA, preferred nominative (ADR)                                             694,000      20,230    0.13
Telecomunicacoes de Sao Paulo SA, ordinary nominative                                                94,300,000       1,218
Telecomunicacoes de Sao Paulo SA, preferred nominative                                              783,360,000      11,413    0.08
Tele Leste Celular Participacoes SA, ordinary nominative (2)                                      3,858,906,532         860
Tele Leste Celular Participacoes SA, preferred nominative (ADR) (2)                                     691,343       9,112    0.06
Telemar Norte Leste SA, Class A, preferred nominative                                             3,274,868,000      56,255    0.36
Telemig Celular Participacoes SA, ordinary nominative                                             2,502,641,317       5,979
Telemig Celular Participacoes SA, preferred nominative (ADR)                                          1,015,658      29,962    0.23
Telemig Celular SA, Class G, preferred nominative                                                        38,529       5,350    0.03
Tele Nordeste Celular Participacoes SA, ordinary nominative                                       3,771,215,288       3,568
Tele Nordeste Celular Participacoes SA, preferred nominative (ADR)                                    1,300,174      29,904    0.21
Tele Norte Celular Participacoes SA, ordinary nominative (2) (3)                                  9,214,930,561       2,083
Tele Norte Celular Participacoes SA, preferred nominative (ADR) (3)                                     453,978       4,109    0.04
Tele Norte Leste Participacoes SA, ordinary nominative                                              424,902,537       4,581
Tele Norte Leste Participacoes SA, preferred nominative                                             741,313,676       9,371
Tele Norte Leste Participacoes SA, preferred nominative (ADR)                                            20,400         260    0.09
Telesp Celular Participacoes SA, preferred nominative (ADR) (2)                                      16,789,000     132,297    0.84
Unibanco-Uniao de Bancos Brasileiros SA, units (GDS)                                                  7,526,354     148,796    0.94
Usinas Siderurgicas de Minas Gerais SA, Class A, preferred nominative                                 3,578,298      37,204    0.24
                                                                                                                  1,527,889    9.70

Canada  -  0.60%
Crew Gold Corp. (formerly Crew Development Corp.) (2)                                                 2,455,000       2,112    0.01
Ivanhoe Mines Ltd. (2) (3)                                                                           17,189,000      92,594    0.59
                                                                                                                     94,706    0.60

Chile  -  1.44%
Banco Santander - Chile  (ADR)                                                                        1,774,515      47,380    0.30
Cia. de Telecomunicaciones de Chile SA (ADR)                                                          3,062,885      37,337    0.24
Comercial Siglo XXI SA                                                                                8,776,871      10,400    0.06
Embotelladora Andina SA, Class A, preferred nominative (ADR) (3)                                      3,610,050      43,718
Embotelladora Andina SA, Class B, preferred nominative (ADR) (3)                                      2,818,973      31,770    0.48
Enersis SA (2)                                                                                       55,599,900       6,597
Enersis SA (ADR)  (2)                                                                                 8,331,600      49,656    0.36
                                                                                                                    226,858    1.44

China  -  3.40%
Anhui Conch Cement Co. Ltd. (Hong Kong) (3)                                                          39,937,000      44,294    0.28
BYD Co. Ltd. (Hong Kong)(3)                                                                          13,299,000      39,304    0.25
China Life Insurance Co. Ltd. (Hong Kong)(2)                                                         80,074,500      47,228
China Life Insurance Co. Ltd. (ADR) (2)                                                               2,429,400      57,553    0.67
China Mengniu Dairy Co. (Hong Kong) (2)                                                              20,137,000      13,168    0.08
China Merchants Holdings (International) Co. Ltd.  (Honk Kong)                                       11,466,014      15,437    0.10
China Mobile (Hong Kong) Ltd.                                                                         4,545,300      13,754    0.09
China Oilfield Services Ltd. (Hong Kong)                                                             27,123,000       7,738    0.05
China Petroleum & Chemical Corp. (Hong Kong)                                                         19,074,000       6,970    0.04
China Shipping Development Co. Ltd. (Hong Kong)                                                      10,046,000       5,990    0.04
China Southern Airlines Co. Ltd. (Hong Kong)(2)                                                       5,300,200       2,090    0.01
China Telecom Corp. Ltd. (Hong Kong)                                                                172,387,800      60,231    0.38
Huaneng Power International, Inc. (Hong Kong)                                                        53,348,000      47,539    0.30
Lianhua Supermarket Holdings Co. Ltd. (Hong Kong)                                                    11,034,000      11,106    0.07
NetEase.com, Inc. (ADR) (2)                                                                             280,000      11,570    0.07
PetroChina Co. Ltd.  (Hong Kong)                                                                     31,858,100      14,705    0.09
PICC Property and Casualty Co. Ltd. (Hong Kong) (2)                                                  61,111,600      23,507    0.15
Semiconductor Manufacturing International Corp. (Hong Kong) (2)                                      85,651,000      18,669    0.12
Shanghai Forte Land Co. Ltd. (Hong Kong) (2) (3)                                                     55,154,000      12,092    0.08
Tong Ren Tang Technologies Co. Ltd. (Hong Kong) (3)                                                   5,529,900      11,805    0.08
Tsingtao Brewery Co. Ltd. (Hong Kong)                                                                23,077,100      20,416    0.13
UBS AG Call Warrants on Beijing Yanjing Brewery Co., Ltd., A Shares,
  expire June 14, 2005 (acquired 6/15/04, cost: $3,112,000) (1) (2)                                   2,291,100       3,009    0.02
Weiqiao Textile Co. Ltd. (Hong Kong) (2)                                                             10,835,000      15,907    0.10
Wumart Stores, Inc. (Hong Kong) (2)(3)                                                                6,460,000      12,424    0.08
Yanzhou Coal Mining Co. Ltd. (Hong Kong)                                                              9,925,000      10,817    0.07
Zhejiang Expressway Co. Ltd. (Hong Kong)                                                             11,540,000       8,212    0.05
                                                                                                                    535,535    3.40

Colombia  -  0.08%
Bancolombia SA (ADR)                                                                                  1,790,138      11,958    0.08

Croatia  -  0.32%
PLIVA DD (GDR)                                                                                        3,447,183      51,191    0.32


Czech Republic  -  0.65%
CESKY TELECOM, AS                                                                                     8,427,940     102,827    0.65


Egypt  -  0.41%
Egyptian Company for Mobile Services S.A.E.                                                           3,870,000      46,653    0.30
Orascom Telecom Holding (2)                                                                             340,125       6,280
Orascom Telecom Holding (GDR) (2)                                                                     1,236,800      11,453    0.11
                                                                                                                     64,386    0.41

Hong Kong  -  1.08%
ASM Pacific Technology Ltd.                                                                           1,625,500       6,096    0.04
China.com Corp., Class A (2)                                                                          2,963,600      21,871    0.14
Clear Media Ltd. (2)                                                                                 22,774,000      18,104    0.12
Harbin Brewery Group Ltd.                                                                            13,043,937       9,366    0.06
Hopewell Holdings Ltd.                                                                               30,770,000      61,941    0.39
Shangri-La Asia Ltd.                                                                                 24,068,000      23,453    0.15
SINA Corp. (2)                                                                                          339,000      11,184    0.07
Texwinca Holdings Ltd.                                                                               22,598,700      17,820    0.11
                                                                                                                    169,835    1.08

Hungary  -  1.62%
Magyar Tavkozlesi Rt.                                                                                17,714,677      70,938
Magyar Tavkozlesi Rt. (ADR)                                                                           1,537,100      31,219    0.65
MOL Magyar Olaj- es Gazipari Rt., Class A                                                               448,802      17,874    0.11
National Savings and Commercial Bank Ltd.                                                             6,590,190     134,670    0.86
                                                                                                                    254,701    1.62

India  -  10.58%
Bajaj Auto Ltd.                                                                                         277,100       5,330    0.03
Bharat Electronics Ltd.                                                                               1,414,966      12,076    0.08
Bharat Heavy Electricals Ltd.                                                                         7,780,445      85,043    0.54
Bharat Petroleum Corp. Ltd.                                                                           2,574,600      19,913    0.13
Bharti Tele-Ventures Ltd. (2)                                                                        11,614,620      34,515    0.22
Cummins India Ltd. (3)                                                                               10,446,937      22,497    0.14
Dr. Reddy's Laboratories Ltd.                                                                           331,221       5,296    0.03
GlaxoSmithKline Consumer Healthcare Ltd.                                                              1,262,700       6,715    0.04
Grasim Industries Ltd.                                                                                       39           1       -
HDFC Bank Ltd.                                                                                        4,500,452      36,209    0.23
Hindustan Lever Ltd.                                                                                 33,370,027      92,448    0.59
Hindustan Petroleum Corp. Ltd.                                                                          817,723       5,982    0.04
Housing Development Finance Corp. Ltd. (3)                                                           16,637,984     187,237    1.19
I.T.C. Ltd.                                                                                             906,531      17,497    0.11
ICICI Bank Ltd.                                                                                      11,483,969      61,107
ICICI Bank Ltd. (ADR)                                                                                 5,499,475      66,544    0.81
Indian Petrochemicals Corp. Ltd.                                                                      5,575,188      17,817    0.11
Infosys Technologies Ltd.                                                                             3,138,454     377,304    2.39
Larsen & Toubro Ltd.                                                                                    740,626      11,205    0.07
Maruti Udyog Ltd. (2)                                                                                 1,443,800      12,669    0.08
Oil & Natural Gas Corp. Ltd.                                                                          2,915,037      39,897    0.25
Ranbaxy Laboratories Ltd.                                                                             5,297,006     104,862    0.67
Reliance Energy Ltd. (acquired 3/4/04, cost: $ 42,028,000) (1)                                        2,972,200      33,916
Reliance Energy Ltd. (GDR) (formerly BSES Ltd.)                                                       1,436,800      52,443    0.55
Reliance Industries Ltd.                                                                             25,070,512     234,419    1.49
SET India Ltd. (acquired 5/15/00, cost: $34,131,000) (1) (2)                                            106,250       3,296    0.02
SET Satellite (Singapore) Pte. Ltd. (acquired 5/15/00, cost: $73,162,000) (1) (2)                     2,847,112       7,033    0.04
State Bank of India                                                                                   3,529,430      33,074
State Bank of India (GDR)                                                                                   892          19    0.21
Sun Pharmaceutical Industries Ltd.                                                                    2,960,000      23,628    0.15
UltraTech CemCo Ltd. (2)                                                                                592,501       4,449    0.03
Wipro Ltd.                                                                                            3,792,540      43,918
Wipro Ltd. (ADR)                                                                                             55           3    0.28
Zee Telefilms Ltd.                                                                                    3,453,207       9,473    0.06
                                                                                                                  1,667,835   10.58

Indonesia  -  2.98%
PT Astra International Tbk                                                                           90,366,384      52,902    0.34
PT Bank Rakyat Indonesia (2)                                                                        151,056,000      26,931    0.17
PT Gudang Garam                                                                                      13,189,500      19,233    0.12
PT Hanjaya Mandala Sampoerna Tbk                                                                    184,485,300     100,146    0.64
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp. Tbk                                      7,000,500       2,999    0.02
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B                             328,970,351     259,114    1.64
PT Ramayana Lestari Sentosa Tbk                                                                      17,317,500       8,203    0.05
                                                                                                                    469,528    2.98

Israel  -  0.79%
"Bezeq" The Israel Telecommunication Corp. Ltd. (2)                                                  41,352,700      42,026    0.27
Orbotech Ltd. (2)                                                                                       963,025      19,598    0.12
Teva Pharmaceutical Industries Ltd. (ADR)                                                               931,000      62,647    0.40
                                                                                                                    124,271    0.79

Kazakhstan  -  0.01%
OJSC Kazkommertsbank (ADR) (acquired 9/10/97, cost:  $1,466,000) (1) (2)                                 72,877       2,234    0.01


Malaysia  -  5.35%
AMMB Holdings Bhd.                                                                                   20,939,700      18,184    0.12
Astro All Asia Networks PLC (2)                                                                      47,119,600      56,792    0.36
British American Tobacco (Malaysia) Bhd.                                                              1,042,300      13,852    0.09
Commerce Asset-Holding Bhd.                                                                          23,829,100      30,476    0.19
EON Capital Bhd.                                                                                     11,273,000      13,706    0.09
Genting Bhd.                                                                                          9,158,000      36,873    0.23
Hong Leong Bank Bhd.                                                                                 24,190,000      30,810    0.20
IJM Corp. Bhd.                                                                                       16,512,714      20,771    0.13
IOI Corp. Bhd.                                                                                       26,922,500      57,742    0.37
Malayan Banking Bhd.                                                                                 47,618,450     126,565    0.80
Malaysian Pacific Industries Bhd.                                                                       473,800       1,933    0.01
Maxis Communications Bhd.                                                                            74,634,300     172,837    1.10
MK Land Holdings Bhd.                                                                                24,594,400      16,245    0.10
Public Bank Bhd.                                                                                     31,744,400      55,135    0.35
Resorts World Bhd.                                                                                   10,168,400      23,949    0.15
Road Builder (M) Holdings Bhd.                                                                       23,013,000      16,412    0.11
S P Setia Berhad Group (3)                                                                           34,837,100      36,304    0.23
Tanjong PLC                                                                                          13,061,800      42,966    0.27
Telekom Malaysia Bhd.                                                                                13,477,400      36,531    0.23
UMW Holdings Bhd. (3)                                                                                25,827,796      34,664    0.22
                                                                                                                    842,747    5.35

Mexico  -  9.59%
America Movil SA de CV, Series A                                                                     16,275,000      29,557
America Movil SA de CV, Series L                                                                     21,921,840      39,908
America Movil SA de CV, Series L (ADR)                                                               12,961,100     471,395    3.43
Cemex, SA de CV, ordinary participation certificates, units                                           2,319,659      13,461
Cemex, SA de CV, ordinary participation certificates, units (ADR)                                       518,295      15,082    0.18
Coca-Cola FEMSA, SA de CV, Series L (ADR)                                                               752,700      16,702    0.11
Consorcio International Hospital, SA de CV, convertible preferred, units
  (acquired 9/25/97, cost: $4,827,000) (1) (2)                                                           23,970                   -
Controladora Comercial Mexicana, SA de CV, units                                                     30,217,500      33,347    0.21
Fomento Economico Mexicano, SA de CV (ADR)                                                            4,443,780     203,703
Fomento Economico Mexicano, SA de CV, units                                                           2,131,900       9,767    1.35
Grupo IMSA, SA de CV, Series UBC, units                                                               5,867,900      13,359    0.09
Grupo Industrial Bimbo, SA de CV, Series A                                                            5,725,375      12,085    0.08
Grupo Modelo, SA de CV, Series C                                                                      4,692,000      11,775    0.07
Grupo Televisa, SA, ordinary participation certificates (ADR)                                         4,022,832     182,114    1.16
Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates                     46,955,300     128,119    0.81
Organizacion Soriana, SA de CV, Series B                                                              6,095,200      18,130    0.12
Urbi Desarrollos Urbanos, SA de CV (2)                                                                5,268,895      17,009    0.11
Wal-Mart de Mexico, SA de CV, Series V                                                               91,207,530     271,055
Wal-Mart de Mexico, SA de CV, Series V (ADR)                                                            826,032      24,265    1.87
                                                                                                                  1,510,833    9.59

Morocco  -  0.05%
Holcim (Maroc) SA, Class A                                                                               46,585       6,359    0.04
Societe des Brasseries du Maroc                                                                          12,332       2,042    0.01
                                                                                                                      8,401    0.05

Peru  -  0.28%
Cia. de Minas Buenaventura SA (ADR)                                                                   1,236,034      27,316    0.17
Credicorp Ltd.                                                                                        1,296,462      16,854    0.11
                                                                                                                     44,170    0.28

Philippines  -  0.39%
ABS-CBN Holdings Corp. (Philippine Deposit Receipts) (2)                                             23,978,100       9,627    0.06
Ayala Corp.                                                                                          80,778,300       8,216    0.05
Ayala Land, Inc.                                                                                     97,485,230      10,089    0.06
Bayan Telecommunications Holdings Corp., Class A (acquired 2/12/98,
  cost: $1,850,000) (1)  (2)                                                                            724,790
Bayan Telecommunications Holdings Corp., Class B (acquired 2/12/98,
  cost: $616,000) (1) (2)                                                                               241,431                   -
GLOBE TELECOM, Inc.                                                                                     678,048       9,921    0.06
International Container Terminal Services, Inc.                                                      19,533,588       1,133    0.01
Philippine Long Distance Telephone Co. (2)                                                               45,210         928
Philippine Long Distance Telephone Co. (ADR) (2)                                                        181,086       3,777
Philippine Long Distance Telephone Co., convertible preferred shares, Series III (GDS)                   50,664       2,318    0.05
SM Prime Holdings, Inc.                                                                             137,378,800      14,954    0.10
                                                                                                                     60,963    0.39

Poland  -  0.73%
Bank Przemyslowo-Handlowy SA                                                                            236,299      26,777
Bank Przemyslowo-Handlowy SA (GDR)                                                                          420          23    0.17
Bank Zachodni WBK SA                                                                                    243,200       5,702    0.04
Telekomunikacja Polska SA                                                                            20,082,034      82,997    0.52
                                                                                                                    115,499    0.73

Russian Federation  -  6.25%
Baring Vostok Private Equity Fund (acquired 12/15/00, cost: $13,087,000) (1)  (2)  (3)  (4)          13,087,057      15,457    0.10
JSC MMC "Norilsk Nickel" (ADR)                                                                        4,468,070     244,850    1.55
LUKoil Holding (ADR)                                                                                  3,681,559     384,723    2.44
New Century Capital Partners, LP (acquired 12/7/95, cost:  $5,484,000) (1)  (2)                       5,247,900       2,674    0.02
OAO Gazprom (ADR)                                                                                     2,330,104      66,874
OAO Gazprom (ADR) (acquired 10/21/96, cost:  $5,646,000) (1)                                            363,900      10,444    0.49
OAO Moscow City Telephone Network                                                                     3,007,500      36,090    0.23
Sberbank (Savings Bank of the Russian Federation)                                                        32,520      13,171    0.08
Wimm-Bill-Dann Foods (ADR) (2)                                                                        1,735,900      24,216    0.15
YUKOS Oil Co. ( ADR)                                                                                  5,897,322     187,535    1.19
                                                                                                                    986,034    6.25

Singapore  -  0.09%
Noble Group Ltd.                                                                                     25,452,000      13,899    0.09


South Africa  -  7.96%
Anglo American Platinum Corp. Ltd.                                                                    1,152,072      43,597
Anglo American Platinum Corp. Ltd. 6.38% convertible preferred May 31, 2009 (2)                         212,268       3,897    0.30
Anglo American PLC                                                                                   19,513,613     399,377    2.53
Barloworld Ltd.                                                                                       1,722,000      18,482    0.12
Gold Fields Ltd.                                                                                      3,237,609      34,050
Gold Fields Ltd. (ADR)                                                                                  490,000       5,150    0.25
Harmony Gold Mining Co. Ltd.                                                                          5,305,800      55,750
Harmony Gold Mining Co. Ltd. (ADR)                                                                    1,096,800      11,615    0.43
Impala Platinum Holdings Ltd.                                                                         1,283,905      97,378    0.62
Mvelaphanda Resources Ltd. (2) (3)                                                                    9,142,000      25,026    0.16
Nasionale Pers Beperk, Class N                                                                        1,426,200      10,530    0.07
Nedcor Ltd.                                                                                          13,359,241     132,732    0.84
Sappi Ltd.                                                                                            2,502,045      38,155    0.24
Sasol Ltd.                                                                                           19,445,293     300,917    1.91
South Africa Capital Growth Fund, LP, Class A (acquired 8/25/95, cost: $893,000) (1)                      2,180         264
South Africa Capital Growth Fund, LP, Class D (acquired 8/25/95, cost: $5,387,000) (1)                   13,650       1,654    0.01
South African Private Equity Fund III, LP (acquired 9/23/98, cost: $25,774,000) (1) (2) (3) (4)          29,008      20,879    0.13
South African Private Equity Fund III, Ltd. (acquired 10/6/00, cost: $1,084,000) (1) (2)                  1,325       1,215    0.01
Standard Bank Group Ltd.                                                                              7,799,500      54,006    0.34
                                                                                                                  1,254,674    7.96

South Korea  -  18.04%
Baiksan OPC Co., Ltd.                                                                                   560,100       4,849    0.03
Cheil Communications Inc.                                                                               142,870      19,420    0.12
CJ Home Shopping Co., Ltd.                                                                               90,009       2,368    0.02
Daewoo Heavy Industries & Machinery Co., Ltd.  (2)                                                    3,541,130      23,700    0.15
Daewoo Shipbuilding & Marine Engineering Co., Ltd.                                                    2,279,300      27,529    0.29
Daewoo Shipbuilding & Marine Engineering Co., Ltd. (GDR)                                                742,490      17,486
ENTERPRISEnetworks Inc. (acquired 5/18/00, cost: $21,675,000) (1)  (2)                                  321,716                   -
Hanaro Telecom, Inc. (ADR) (2)                                                                        2,021,671       4,852    0.03
Hankook Tire Co., Ltd.                                                                                5,707,840      49,913    0.32
Hyundai Development Co. (3)                                                                           4,443,274      41,355    0.26
Hyundai Marine & Fire Insurance Co., Ltd.                                                               363,070      12,197    0.08
Hyundai Motor Co.                                                                                     3,458,374     133,095
Hyundai Motor Co., nonvoting preferred                                                                  500,730       9,776    0.91
INI Steel Co. (GDS)                                                                                   2,152,500      17,164    0.11
Kook Soon Dang Brewery Co., Ltd.                                                                        881,800      10,040    0.06
Kookmin Bank (2)                                                                                      8,908,705     276,903
Kookmin Bank (ADR) (2)                                                                                1,302,134      40,861    2.02
Korea Electric Power Corp.                                                                            7,553,240     121,637    0.77
Korea Gas Corp.                                                                                       2,691,370      78,061    0.50
KT Corp.                                                                                                887,400      29,695
KT Corp. (ADR)                                                                                        1,262,900      22,783    0.33
KT&G Corp.                                                                                            2,038,220      47,117    0.30
LG Ad Inc.                                                                                              136,700       2,266    0.01
LG Cable Ltd. (3)                                                                                     1,629,160      24,120    0.15
LG Electronics Inc.                                                                                     601,630      28,545    0.18
LG Engineering & Construction Co., Ltd. (3)                                                           2,589,070      42,703    0.27
Nong Shim Co., Ltd.                                                                                     229,010      52,048    0.33
Pulmuone Co., Ltd.                                                                                      227,550       8,087    0.05
Samsung Electronics Co., Ltd.                                                                         1,615,479     667,172
Samsung Electronics Co., Ltd. (GDS)                                                                   2,060,044     423,854    6.92
Samsung Fire & Marine Insurance Co., Ltd.                                                             2,450,881     156,814    1.00
Samsung SDI Co., Ltd.                                                                                   835,236      87,863
Samsung SDI Co., Ltd. (GDR)                                                                             123,200       3,219    0.58
Samsung Securities Co., Ltd.                                                                          1,635,400      26,832    0.17
Shinhan Financial Group Co., Ltd.                                                                    12,378,330     180,048
Shinhan Financial Group Co., Ltd. (ADR)                                                                 190,950       5,656    1.18
SK Telecom Co., Ltd.                                                                                    355,852      58,538
SK Telecom Co., Ltd. (ADR)                                                                            1,138,712      23,902    0.52
Woori Finance Holdings Co., Ltd.                                                                      9,277,000      59,758    0.38
                                                                                                                  2,842,226   18.04

Taiwan  -  9.95%
Advanced Semiconductor Engineering, Inc. (2) (3)                                                    195,145,191     154,628    0.98
Asia Corporate Partners Fund, Class B (acquired 3/12/96, cost: $7,197,000) (1)                           39,360       5,230    0.03
ASUSTeK Computer Inc.                                                                                37,376,125      85,173    0.54
ASUSTeK Computer Inc. (GDR)                                                                             234,356         525
AU Optronics Corp.                                                                                   23,415,000      35,572    0.23
Benq Corp.                                                                                           16,225,000      18,366    0.12
Chinatrust Financial Holding Co., Ltd.                                                               84,363,000      94,239    0.60
Delta Electronics, Inc.                                                                              26,714,787      33,582    0.21
Fubon Financial Holding Co., Ltd.                                                                   121,375,000     105,936    0.67
High Tech Computer Corp.                                                                              4,668,240      20,442    0.13
Hon Hai Precision Industry Co., Ltd.                                                                 47,704,395     177,630
Hon Hai Precision Industry Co., Ltd. (GDR)                                                            2,162,893      16,222    1.23
Mediatek Incorporation                                                                               19,167,850     153,023    0.97
Mega Financial Holding Co., Ltd.                                                                     60,732,000      40,162    0.25
President Chain Store Corp.                                                                          39,171,217      74,095    0.47
Quanta Computer Inc.                                                                                 68,468,395     145,829
Quanta Computer Inc. (GDR)                                                                              950,750       9,840    0.99
Seres Capital (Cayman) (acquired 3/12/96, cost: $12,000) (1) (3)                                              2          23
Seres Capital (Cayman), nonvoting (acquired 3/12/96, cost: $63,000) (1) (3)                                   8         116       -
Siliconware Precision Industries Co., Ltd. (2)                                                       48,480,000      38,125    0.24
SinoPac Holdings                                                                                     50,943,000      26,708    0.17
Sunplus Technology Co., Ltd.                                                                          4,100,000       7,145    0.05
Taiwan Hon Chuan Enterprise Co., Ltd.                                                                 7,254,500       7,996    0.05
Taiwan Semiconductor Manufacturing Co., Ltd.                                                        147,549,533     212,732    1.35
Test-Rite International Co., Ltd.                                                                    14,583,915       7,298    0.05
Tong Yang Industry Co., Ltd. (3)                                                                     21,298,340      34,260    0.22
Vanguard International Semiconductor Corp. (2)                                                       41,470,000      15,442    0.10
VIA Technologies, Inc.                                                                               56,936,150      47,489    0.30
                                                                                                                  1,567,828    9.95

Thailand  -  0.74%
Advanced Info Service PCL                                                                             8,998,300      19,595    0.12
BEC World PCL                                                                                        12,836,500       5,653    0.04
Electricity Generating PCL                                                                            6,108,747      10,313
Electricity Generating PCL, nonvoting depositary receipts                                            17,114,300      28,266    0.25
PTT Exploration and Production PCL                                                                    1,015,000       6,656    0.04
Siam Cement PCL                                                                                       2,392,600      14,284
Siam Cement PCL, nonvoting depositary receipts                                                        2,666,290      15,135    0.19
Siam City Cement PCL                                                                                  3,096,924      16,064    0.10
                                                                                                                    115,966    0.74

Turkey  -  1.60%
Akbank Turk AS                                                                                   13,493,726,750      49,623    0.31
Aktas Elektrik Ticaret AS (2)                                                                         4,273,718                   -
Anadolu Efes Biracilik ve Malt Sanayii AS                                                         4,120,061,966      48,095    0.30
Migros Turk TAS                                                                                   4,921,867,995      23,912    0.15
Tansas Perakende Magazacilik Ticaret AS (2)                                                       4,943,905,900       4,070    0.03
TUPRAS- Turkiye Petrol Rafinerileri AS                                                            1,107,909,400       7,289    0.05
Turkcell Iletisim Hizmetleri AS                                                                     249,652,722       3,083    0.02
Turkiye Garanti Bankasi AS (2)                                                                    4,619,370,494      13,793    0.09
Turkiye IS Bankasi AS, Class C                                                                   22,520,524,124      82,059    0.52
Yapi ve Kredi Bankasi AS (2)                                                                      8,745,552,620      20,949    0.13
                                                                                                                    252,873    1.60

Ukraine  -  0.03%
JKX Oil & Gas PLC                                                                                     2,334,015       5,133    0.03


United Kingdom  -  0.37%
Antofagasta PLC                                                                                       2,918,180      49,783    0.32
Marakand Minerals Ltd. (2)                                                                              762,000         458       -
Oxus Gold PLC (2)                                                                                     7,720,000       8,472    0.05
                                                                                                                     58,713    0.37

Unites States of America  -  0.11%
AsiaInfo Holdings, Inc. (2)                                                                             936,540       4,945    0.03
Sohu.com Inc. (2)                                                                                       597,400      11,876    0.08
                                                                                                                     16,821    0.11

Venezuela  -  0.28%
Cia. Anonima Nacional Telefonos de Venezuela (CANTV), Class D (ADR)                                   2,174,589      43,818    0.28


Vietnam  -  0.06%
Vietnam Enterprise Investments Ltd., Redeemable (acquired 9/20/01,
  cost: $8,432,000) (1)  (2)  (3)                                                                     7,888,071      10,255    0.06


Multinational  -  0.46%
Capital International Global Emerging Markets Private Equity Fund, LP
   (acquired 6/30/99, cost: $33,832,000) (1) (3) (4)                                                     56,000      32,997    0.21
New Asia East Investment Fund Ltd., Class A (acquired 5/23/96, cost: $917,000) (1) (3)                  279,240         767
New Asia East Investment Fund Ltd., Class B (acquired 5/23/96, cost: $12,522,000) (1) (3)             3,810,369      10,471    0.07
New Europe East Investment Fund Ltd., Class B (acquired 6/4/93, cost: $21,812,000) (1) (3)                  436      22,603    0.15
Pan Asia Special Opportunities Fund (Cayman) (acquired: 10/18/00, cost: $5,914,000) (1) (2) (3) (4)     600,000       5,202    0.03
                                                                                                                     72,040    0.46

Miscellaneous  -  0.71%
Equity securities in initial period of acquisition                                                                  111,134    0.71


Total equity securities  (cost: $10,502,935,000)                                                                 15,297,983   97.08



                                                                                                       Units or      Market  Percent
BONDS AND NOTES                                                                                        principal     value   of net
                                                                                                       amount (000)  (000)   assets

Argentina  -  0.22%
Multicanal SA:
   9.25% February 1, 2002 (5)                                                                            $2,609         965
  10.50% February 1, 2007 (6)                                                                             1,244         460
  10.50% April 15, 2018 (6)                                                                               2,289         847
  13.125% April 15, 2009 (6)                                                                              1,122         415   0.02%
Republic of Argentina:
  1.234% August 3, 2012 (7)                                                                               4,464       2,964
  7.00%/15.50% December 19, 2008 (6) (7)                                                                  2,000         550
  9.75% September 19, 2027 (6)                                                                            4,830       1,340
  11.75% April 7, 2009 (6)                                                                                1,920         557
  Payment-in-Kind Bonds:
    12.00% June 19, 2031 (6)                                                                              1,118         302
    12.25% June 19, 2018 (6)                                                                                589         160    0.04
Telecom Argentina STET- France Telecom SA:
  0% July 7, 2003  Agent - Bank of Tokyo-Mitsubishi Trust Company/Loan Participation
    Agreements (participation - Credit Suisse First Boston International) (5) (8)                        12,100       9,922
  0% August 18, 2003  Agent - Bayerische Landesbank Girozentrale/Loan Participation
    Agreements (participation - Credit Suisse First Boston International) (5) (8)                    JPY440,908       3,307
  0% September 25, 2003  Agent - Bank of America, N.A./Loan Participation Agreements
    (participation - Credit Suisse First Boston International) (5) (8)                                   $3,965       3,251
  0% October 7, 2003  Agent - Bank of America, N.A./Loan Participation Agreements
   (participation - Credit Suisse First Boston International) (5) (8)                                     3,965       3,251
  Series K, 7.25% July 1, 2002 (5)                                                                     EUR3,205       3,334
  Series 1, 8.375% April 8, 2004 (5)                                                                      1,145       1,191
  Series 2, 9.50% July 2, 2004 (6)                                                                        1,480       1,539    0.16
                                                                                                                     34,355    0.22

Brazil  -  0.13%
Federal Republic of Brazil:
 10.00% August 7, 2011                                                                                   $8,750       8,531
 10.25% June 17, 2013                                                                                       370         359
 11.00% August 17, 2040                                                                                   3,785       3,572
 Capitalization Payment-in-Kind Bond, 8.00% April 15, 2014                                                  493         453
 Debt Conversion Bond, Series L, 2.125% April 15, 2012 (7)                                                7,624       6,461
 MYDFA Trust 2.00% September 15, 2007 (acquired 10/2/96, cost: $1,228,000) (1) (7)                        1,289       1,173
 New Money Bond, Series L, 2.125% April 15, 2009 (7)                                                        544         495    0.13
                                                                                                                     21,044    0.13

Bulgaria  -  0.01%
Republic of Bulgaria 7.50% January 15, 2013                                                              EUR750       1,055    0.01


Colombia  -  0.17%
Republic of Columbia:
  10.00% January 23, 2012                                                                                $5,140       5,346
  10.375% January 28, 2033                                                                                8,255       8,049
  10.75% January 15, 2013                                                                                 3,335       3,568
  11.375% January 31, 2008                                                                             EUR5,975       8,190
  11.75% February 25, 2020                                                                               $1,340       1,471    0.17
                                                                                                                     26,624    0.17

Dominican Republic  -  0.02%
Dominican Republic:
  2.063% August 30, 2024 (7)                                                                                500         332
  9.04% January 23, 2013 (acquired 1/16/03, cost: $2,400,000) (1)                                         2,400       1,524
  9.50% September 27, 2006                                                                                  820         566
  9.50% September 27, 2006 (acquired 9/20/01, cost: $2,307 000) (1)                                       2,305       1,590    0.02
                                                                                                                      4,012    0.02

Ecuador  -  0.04%
Republic of Ecuador 7.00% August 15, 2030 (7)                                                             8,675       6,148    0.04



India  -  0.02%
Hinudstan Lever Ltd. 9.00% January 1, 2005                                                               28,898 units 3,767    0.02


Mexico  -  0.16%
Innova, S de RL 12.875% Senior Notes Due April 1, 2007                                                     $235         239       -
United Mexican States Government:
  5.375% June 10, 2013                                                                                 EUR1,125       1,329
  7.375% March 13, 2008                                                                                   1,650       2,203
  7.50% March 8, 2010                                                                                     7,360       9,969
  7.50% January 14, 2012                                                                                   $500         540
  7.625% October 1, 2004                                                                               EUR7,262       8,938
  8.375% January 14, 2011                                                                                $1,500       1,699    0.16
                                                                                                                     24,917    0.16

Nigeria  -  0.00%
Central Bank of Nigeria, warrants, 0% November 15, 2020                                                   1,000 units     -       -


Panama  -  0.04%
Republic of Panama:
  9.375% January 16, 2023                                                                                $3,994       4,094
  9.375% April 1, 2029                                                                                    1,505       1,674    0.04
                                                                                                                      5,768    0.04

Peru  -  0.02%
Republic of Peru:
  9.125% February 21, 2012                                                                                  934         962
  9.875% February 6, 2015                                                                                 2,035       2,137    0.02
                                                                                                                      3,099    0.02

Philippines  -  0.06%
Republic of Philippines:
   9.125% February 22, 2010 (acquired 10/22/03, cost: $734,000) (1)                                      EUR600         751
  10.625% March 16, 2025                                                                                 $8,420       8,757    0.06
                                                                                                                      9,508    0.06

Russian Federation  -  0.13%
Gaz Capital SA 8.625% April 28, 2034 (acquired 4/23/04, cost: $1,100,000) (1)                             1,100       1,071    0.01
Russian Federation:
  5.00% March 31, 2030 (7)                                                                                2,500       2,295
  5.00% March 31, 2030 (acquired 8/25/00, cost: $6,289,000) (1)  (7)                                     13,855      12,721
  8.25% March 31, 2010                                                                                    1,500       1,633
  8.25% March 31, 2010 (acquired 8/25/00, cost: $1,883,000) (1)                                           2,396       2,608    0.12
                                                                                                                     20,328    0.13

Turkey  -  0.05%
Republic of Turkey:
  7.75% April 14, 2005                                                                                 EUR6,535       8,163
  Treasury Bill:
    0% August 18, 2004 (9)                                                                       TRL540,000,000         354    0.05
                                                                                                                      8,517    0.05

Ukraine  -  0.02%
Ukraine Government 7.65% June 11, 2013 (acquired 6/6/03, cost: $2,998,000) (1)                           $2,965       2,839    0.02


Uruguay  -  0.01%
Republic of Uruguay:
  7.25% February 15, 2011                                                                                   385         316
  7.50% March 15, 2015                                                                                      305         226
  Capitalization Payment-in-Kind Bond, 7.875% January 15, 2033                                              995         637    0.01
                                                                                                                      1,179    0.01

Venezuela  -  0.13%
Petrozuata Finance, Inc., Series B, 8.22% April 1, 2017 (acquired 4/12/02, cost: $1,175,000) (1)          1,520       1,436    0.01
Republic of Venezuela:
   9.25% September 15, 2027                                                                              19,495      16,571
  10.75% September 19, 2013                                                                               2,985       2,948    0.12
                                                                                                                     20,955    0.13


Total bonds and notes  (cost: $173,640,000)                                                                         194,115    1.23



                                                                                                      Units or      Market  Percent
SHORT-TERM SECURITIES                                                                                 principal     value   of net
                                                                                                      amount (000)  (000)   assets

Corporate short-term notes  -  1.00%
Amsterdam Funding Corp. 1.22-1.25% due 7/9-7/16/04                                                      $65,000     $64,974    0.41%
Barton Capital Corp. 1.04-1.16% due 7/2-7/9/04                                                           48,046      48,034    0.30
Clipper Receivables Corp. 1.50% due 7/1/04                                                               15,400      15,399    0.10
Old Line Funding Corp. 1.05% due 7/1/04                                                                   3,368       3,368    0.02
Sheffield Receivables Corp. 1.24% due 7/9/04                                                             26,400      26,392    0.17
                                                                                                                    158,167    1.00

Federal agency discount notes  -  0.28%
Federal Home Loan Bank Discount Corp. 1.25% due 7/16/04                                                  43,900      43,876    0.28


U.S. government short-term obligations  -  0.26%
U.S. Treasury Bill 1.07% due 7/15/04                                                                     40,600      40,582    0.26


Non-U.S. currency  -  0.06%
Taiwan New Dollar                                                                                    TWD340,182      10,133    0.06


Non-U.S. government short-term obligations  -  0.03%
Turkish Government Treasury Bill 0% due 12/15/04 (9)                                           TRL7,825,000,000      4,726     0.03



Total short-term securities  (cost: $257,749,000)                                                                  257,484     1.63

Total investment securities  (cost: $10,934,324,000)                                                            15,749,582    99.94
Net unrealized depreciation on foreign currency contracts (10)                                                     (29,992)   (0.19)
Excess of cash and receivables over payables                                                                        38,658     0.25

Net assets                                                                                                     $15,758,248   100.00




(1)  Purchased in a private  placement  transaction (not including  purchases of
     securities that were publicly  offered in the primary local market but were
     not  registered  under  U.S.  securities  laws);  resale to the  public may
     require  registration  in the country where the primary  market is located,
     and no right to demand registration  exists. As of June 30, 2004, the total
     market value and cost of such securities were $223,573,000 and $401,090,000
     respectively, and the market value represented 1.42% of net assets.
(2)  Non-income-producing securities.
(3)  This  issuer  represents  investment  in an  affiliate  as  defined  in the
     Investment  Company  Act of  1940.  This  definition  includes,  but is not
     limited to, issuers in which the fund owns more than 5% of the  outstanding
     voting  securities.  New Asia East  Investment  Fund Ltd.,  New Europe East
     Investment Fund Ltd., and Capital  International  Global  Emerging  Markets
     Private  Equity  Fund,  LP  are  also  considered  affiliates  since  these
     companies have the same investment adviser as the fund.
(4)  Includes an unfunded capital  commitment  representing a binding commitment
     made by the fund which may be paid in the future.
(5)  Security is currently  in default  pending  restructuring;  no principal or
     interest payments received on the scheduled dates.
(6)  Security is  currently  in default;  no interest  payments  received on the
     scheduled payment dates.
(7)  Coupon rate may change periodically.
(8)  Participation  interests  were acquired  through the financial  institution
     indicated parenthetically.
(9)  Represents a zero coupon bond that may convert to a coupon-bearing security
     at a later date.
(10) As of June 30, 2004, the net unrealized  foreign currency contracts payable
     consists of the following:


                                                                                                   
                                                                 Contract amount                        U.S. valuation
                                                                                                                 Unrealized
                                                                                                               (depreciation)
                                                                  Non-U.S.               U.S.       Amount      appreciation
                                                                    (000)               (000)       (000)          (000)
SALES:
Czech Koruna to Euro expiring 9/1-12/10/04                CZK1,038,029/EUR32,410    $  39,387    $  39,483     $       (96)
Mexican Peso to U.S. Dollar expiring 12/22-12/23/04                   MXN478,150       40,380       40,310              70
South African Rand  to U.S. Dollar expiring 7/16-12/15/04           ZAR2,177,720      314,567      344,533         (29,966)

Foreign currency contracts -  net                                                                                 $(29,992)




ABBREVIATIONS
Securities:
ADR = American Depositary Receipts
GDR = Global Depositary Receipts
GDS = Global Depositary Shares

Non-U.S. currency:
CZK - Czech Koruna
EUR - Euro
JPY - Japanese Yen
MXN - Mexican Peso
TRL - Turkish Lira
TWD - Taiwan New Dollar
ZAR - South African Rand


See Notes to Financial Statements


EQUITY SECURITIES ADDED TO THE PORTFOLIO SINCE DECEMBER 31, 2003

AMMB Holdings
Anhui Conch Cement
Baiksan OPC
Bank Rakyat
Barloworld
Benq
Bharat Electronics
Celular CRT
China Mengniu Dairy
Chinatrust Financial Holding
Comercial Siglo XXI
Commerce Asset-Holding
Daewoo Heavy Industries & Machinery
Grupo IMSA
Grupo Modelo
Hindustan Petroleum
Indian Petrochemicals
Indonesian Satellite
Kook Soon Dang Brewery
KT&G
LG Cable
Marakand Minerals
Mega Financial Holding
MK Land Holdings
Mvelaphanda Resources
Nasionale Pers Beperk
NetEase.com
Oil & Natural Gas
Orascom Telecom
PICC Property and Casualty
Public Bank
Sberbank
Semiconductor Manufacturing International
Shanghai Forte Land
Shangri-La Asia
SINA
Sohu.com
Sunplus Technology
Tansas Perakende Magazacilik
Telekom Malaysia
Teva Pharmaceutical Industries
UBS AG Call Warrants on Beijing Yanjing Brewery
UltraTech CemCo
Urbi Desarrollos Urbanos
Vanguard International Semiconductor
Weiqiao Textile
Wumart Stores


EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE DECEMBER 31, 2004

Ambit Microsystems
America Telecom
Apasco
Bank of the Philippine Islands
Bank Polska Kasa Opieki
China International Marine Containers (Group)
Compal Electronics
Eregli Demir ve Celik Fabrikalari
Fountain Set (Holdings)
Global Bio-chem Technology Group
Grupo Financiero BBVA Bancomer
Grupo Mexico
IJM Plantations
Industrias Penoles
Jiangsu Expressway
KorAm Bank
Korea Exchange Bank
KT Freetel
LG Card
Metalink
Nova Measuring Instruments
POSCO
Realtek Semiconductor
Sinopec Shanghai Petrochemical
Tata Power
Telkom
UBS AG Call Warrants on Baoshan Iron & Steel
United Microelectronics


FINANCIAL STATEMENTS


                                                                                                       
STATEMENT OF ASSETS AND LIABILITIES at June 30, 2004
(dollars in thousands, except per-share data)

ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $10,016,826)                                             $14,727,263
  Affiliated issuers (cost: $917,498)                                                    1,022,319           $15,749,582

 Cash                                                                                                             14,180
 Receivables for--
  Sales of investments                                                                      43,598
  Sales of fund's shares                                                                     1,500
  Dividends and interest                                                                    51,303
  Non-U.S. taxes                                                                            16,785               113,186

                                                                                                              15,876,948

LIABILITIES:
 Payables for--
  Purchases of investments                                                                                        33,477
  Unfunded capital commitments                                                                                    13,394
  Open forward currency contracts                                                                                 29,992
  Investment advisory fee                                                                                          8,036
  Other fees and expenses                                                                                          1,418
  Non-U.S. taxes                                                                                                  32,383

                                                                                                                 118,700

NET ASSETS AT JUNE 30, 2004
  Equivalent to $59.35 per share on 265,529,649 shares of $0.01 par value
  capital stock outstanding (authorized capital stock -- 400,000,000 shares)                                 $15,758,248


NET ASSETS CONSIST OF:
  Capital paid in on shares of capital stock                                                                 $12,862,626
  Distributions in excess of net investment income                                                               (31,819)
  Accumulated net realized loss                                                                               (1,826,655)
  Net unrealized appreciation                                                                                  4,754,096


NET ASSETS AT JUNE 30, 2004                                                                                  $15,758,248

See Notes to Financial Statements




                                                                                                       
STATEMENT OF OPERATIONS for the year ended June 30, 2004
(dollars in thousands)

INVESTMENT INCOME:
 Income:
  Dividends (net of non-U.S. withholding tax of $44,820;
   also includes $50,154 from affiliates)                                                 $392,244
  Interest (includes $350 from affiliates)                                                  36,177             $ 428,421

 Fees and expenses:
  Investment advisory services                                                             112,641
  Custodian                                                                                 14,535
  Registration statement and prospectus                                                         51
  Auditing and legal                                                                           398
  Reports to shareholders                                                                       32
  Directors' compensation                                                                      344
  Other                                                                                        576               128,577

 Net investment income                                                                                           299,844

REALIZED GAIN AND UNREALIZED APPRECIATION ON INVESTMENTS:
 Net realized gain before non-U.S. taxes (includes $9,346 net gain from affiliates)      2,835,460
 Non-U.S. taxes                                                                            (16,901)
   Net realized gain on investments                                                                            2,818,559
 Net change in unrealized appreciation on investment securities and
  other assets and liabilities                                                           1,560,367
 Net change in unrealized depreciation on open forward currency contracts                    6,722
 Net change in unrealized appreciation                                                   1,567,089
 Non-U.S. taxes                                                                            (27,073)
   Net change in unrealized appreciation on investments                                                        1,540,016
 Net realized gain and net change in unrealized appreciation on investments                                    4,358,575

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                         $ 4,658,419



FINANCIAL STATEMENTS

                                                                                                       
STATEMENT OF CHANGES IN NET ASSETS
(dollars in thousands)                                                                         Year ended June 30
                                                                                            2004                 2003

OPERATIONS:
 Net investment income                                                                   $ 299,844             $ 311,877
 Net realized gain (loss) on investments                                                 2,818,559            (1,718,672)
 Net change in unrealized appreciation on investments                                    1,540,016             2,368,758

   Net increase in net assets resulting from operations                                  4,658,419               961,963

DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS:
 Dividends from net investment income                                                     (412,626)             (180,200)

CAPITAL SHARE TRANSACTIONS:
 Proceeds from shares sold: 19,080,947 and 19,286,400 shares, respectively               1,152,989               795,692
 Proceeds from shares issued in reinvestment of net investment income dividends:
  6,472,738 and 3,939,072 shares, respectively                                             378,267               164,417
 Cost of shares repurchased: 100,778,444 and 45,350,474 shares, respectively            (6,173,186)           (1,845,514)
   Net decrease in net assets resulting from capital share transactions                 (4,641,930)             (885,405)

TOTAL DECREASE IN NET ASSETS                                                              (396,137)             (103,642)

NET ASSETS:
 Beginning of year                                                                      16,154,385            16,258,027

 End of year (including distributions in excess of net investment
  income and undistributed net investment income:($31,819) and $153,077, respectively) $15,758,248           $16,154,385

See Notes to Financial Statements





NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION  - Emerging  Markets  Growth Fund,  Inc. (the "fund") is registered
under the  Investment  Company Act of 1940 as an open-end,  interval  investment
company  ("open-end  interval  fund").  As an open-end  interval  fund, the fund
offers its  shareholders  the  opportunity  to purchase  and redeem  shares on a
periodic basis.  The fund's  investment  objective is to seek long-term  capital
growth by investing  primarily  in equity  securities  of issuers in  developing
countries.

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  principal  exchange or
     market on which such securities are traded, as of the close of business or,
     lacking any sales,  at the last  available  bid price.  Bonds and notes are
     valued  at  prices  obtained  from a pricing  service.  However,  where the
     investment  adviser deems it  appropriate,  they will be valued at the mean
     quoted  bid and asked  prices or at prices  for  securities  of  comparable
     maturity, quality, and type. Short-term securities with original maturities
     of one year or less maturing  within 60 days are valued at amortized  cost,
     which approximates  market value.  Forward currency contracts are valued at
     the mean of their  representative  quoted bid and asked prices.  Securities
     and assets  for which  representative  market  quotations  are not  readily
     available  are  valued at fair  value as  determined  in good  faith  under
     policies approved by the fund's Board.

     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  securities  transactions  are
     determined based on the specific identified cost of the securities.  In the
     event a security is purchased  with a delayed  payment date,  the fund will
     segregate  liquid  assets  sufficient  to  meet  its  payment  obligations.
     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 bonds,  notes,  and short-term  securities are amortized
     daily over the expected life of the security.

     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  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  and other assets and  liabilities
     are  included  with  the  net  realized  gain or loss  and  net  change  in
     unrealized appreciation or depreciation on investments.

     UNFUNDED  CAPITAL  COMMITMENTS  - Unfunded  capital  commitments  represent
     agreements  which  obligate the fund to meet  capital  calls in the future.
     Payment would be made when a capital call is  requested.  Capital calls can
     only be made if and when certain  requirements  have been fulfilled;  thus,
     the timing of such capital  calls cannot  readily be  determined.  Unfunded
     capital  commitments are recorded at the amount that would be paid when and
     if capital calls are made.

     FORWARD  CURRENCY  CONTRACTS  - The fund may enter  into  forward  currency
     contracts,  which represent  agreements to exchange non-U.S.  currencies on
     specific future dates at  predetermined  rates.  The fund enters into these
     contracts to manage its exposure to changes in exchange  rates arising from
     its investments.  Upon entering into these contracts,  risks may arise from
     the  potential  inability  of  counterparties  to meet  the  terms of their
     contracts  and from  possible  movements  in  non-U.S.  exchange  rates and
     securities'  values  underlying  these  instruments.  The face or  contract
     amount in U.S.  dollars  reflects  the total  exposure the fund has in that
     particular  contract.  On a daily basis,  the fund values forward  currency
     contracts  based on the applicable  exchange  rates and records  unrealized
     gains or losses.  The fund records realized gains or losses at the time the
     forward  contact  is closed or offset  by  another  contract  with the same
     broker for the same settlement date and currency.


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 and interest income is recorded net of non-U.S.  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 an estimated  liability  based on
unrealized gains to provide for potential  non-U.S.  taxes payable upon the sale
of these securities.  As of June 30, 2004, accrued non-U.S.  taxes on unrealized
gains were $30,695,000, which were included in the payable for non-U.S. taxes.

The receivable for non-U.S.  taxes includes $15,701,000 related to India capital
gains taxes that are  currently  in dispute  and under  appeal.  Potential  tax,
interest, and penalty amounts relating to this issue, if any, may be assessed in
the future.  Based upon the advice of outside counsel,  management believes that
it is likely that this  dispute  will be resolved in favor of the fund.  If this
dispute is ultimately resolved unfavorably,  it will not have a material adverse
effect on the fund's financial position or results of operations.

CURRENCY GAINS AND LOSSES - Net realized currency losses on dividends, interest,
withholding  taxes  reclaimable,  forward  contracts,  and other receivables and
payables, on a book basis, were $85,559,000 for the year ended June 30, 2004.


3. FEDERAL INCOME TAXATION

The fund  complies  with the  requirements  under  Subchapter  M of the Internal
Revenue  Code  applicable  to  regulated  investment  companies  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  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,  capital  losses  related  to  sales  of  securities  within  30 days of
purchase, and unrealized  appreciation or depreciation of certain investments in
non-U.S. securities. 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. The tax character of the distribution paid of $412,626,000
was ordinary income.

As of June 30, 2004, undistributed ordinary income, net of currency losses, on a
tax basis were $103,406,000.

The total  non-U.S.  currency loss deferral that was realized  during the period
November 1, 2003 through June 30, 2004 was $66,822,000. As of June 30, 2004, the
fund had available a capital loss carryforward of $1,795,736,000, expiring 2011.
The capital loss  carryforward will be used to offset any capital gains realized
by the fund in the current year or subsequent years through the expiration date.
The fund will not make  distributions  from  capital  gains while a capital loss
carryforward remains.

During the year ended June 30,  2004,  the fund  reclassified  $72,114,000  from
distributions  in excess of net investment  income to  accumulated  net realized
loss.

As of June  30,  2004,  the cost of  investment  securities,  excluding  forward
currency  contracts,  and cash  denominated  in non-U.S.  currencies for federal
income tax reporting purposes was $11,072,568,000.  Net unrealized  appreciation
on investments, excluding forward currency contracts, aggregated $4,646,319,000,
net of accumulated deferred taxes totaling $30,695,000,  of which $5,408,721,000
related to  appreciated  securities  and  $762,402,000  related  to  depreciated
securities.


4. FEES AND TRANSACTIONS WITH RELATED PARTIES

INVESTMENT ADVISORY SERVICES FEE - The Investment Advisory and Service Agreement
with Capital  International,  Inc. (CII) provides for monthly management service
fees, accrued weekly. CII is wholly owned by Capital Group International,  Inc.,
which is wholly owned by The Capital Group Companies,  Inc. These fees are based
on an annual  rate of 0.90% on the first $400  million of the fund's net assets;
0.80% of such  assets in excess of $400  million but not  exceeding  $1 billion;
0.70% of such assets in excess of $1 billion but not exceeding $2 billion; 0.65%
of such assets in excess of $2 billion but not  exceeding $4 billion;  0.625% of
such assets in excess of $4 billion but not exceeding $6 billion;  0.60% of such
assets in excess of $6  billion  but not  exceeding  $8  billion;  0.58% of such
assets in excess of $8 billion  but not  exceeding  $11  billion;  0.56% of such
assets in excess of $11 billion but not  exceeding  $15  billion;  0.54% of such
assets in excess of $15 billion but not exceeding $20 billion; and 0.52% of such
assets in excess of $20 billion.

TRANSFER  AGENT FEE - The fund has an  agreement  with  American  Funds  Service
Company  (AFS),  the transfer agent for the fund. AFS is a wholly owned indirect
subsidiary of The Capital Group Companies,  Inc. Under this agreement,  the fund
compensates   AFS   for   transfer   agency   services   including   shareholder
recordkeeping,  communications,  and transaction processing. Transfer agent fees
were $2,000 for the year ended June 30, 2004.

DEFERRED   DIRECTORS'   COMPENSATION  -  Since  the  adoption  of  the  deferred
compensation plan in 1998,  Directors who are unaffiliated with CII 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 the  American  Funds.  These  amounts  represent  general,
unsecured liabilities of the fund and vary according to the total returns of the
selected funds. Directors' compensation in the accompanying financial statements
includes the current fees (either paid in cash or deferred) and the net increase
or decrease in the value of the deferred  amounts.  Directors'  compensation for
the year ended June 30, 2004 was $344,000, representing $226,000 in current fees
(either paid in cash or  deferred)  and $118,000 in net increase in the value of
deferred  compensation  amounts.  As of June 30, 2004, the cumulative  amount of
these liabilities was $459,000.  This amount is included with payables for other
fees and expenses.

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


5. RESTRICTED SECURITIES

The fund has invested in certain securities for which resale may be limited (for
example, in the U.S., to qualified  institutional buyers) or which are otherwise
restricted.  These securities are identified in the investment portfolio.  As of
June 30, 2004, the total value of restricted securities was $223,573,000,  which
represents 1.42% of the net assets of the fund.


6. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities, of $6,299,556,000 and $10,883,398,000, respectively, during the year
ended June 30, 2004.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
year ended June 30, 2004,  the custodian fee of  $14,535,000  is reported net of
$33,000 reduction.


7. TRANSACTIONS WITH AFFILIATES

If the fund owns more than 5% of the outstanding voting securities of an issuer,
the fund's investment in that issuer represents an investment in an affiliate as
defined  in the  Investment  Company  Act of 1940.  In  addition,  New Asia East
Investment  Fund Ltd.,  New  Europe  East  Investment  Fund  Ltd.,  and  Capital
International  Global  Emerging  Markets  Private Equity Fund, LP are considered
affiliates  since these issuers have the same investment  adviser as the fund. A
summary of the fund's  transactions  in the  securities  of  affiliated  issuers
during the year ended June 30, 2004 is as follows:


                                                                                                   
                                                          Beginning        Purchases/             Sales/           Ending
Issuer                                                     shares          additions            reductions         shares

AFFILIATED ISSUERS:
Advanced Semiconductor Engineering                       206,961,992        49,911,199         61,728,000        195,145,191
Anhui Conch Cement                                                 -        39,937,000                  -         39,937,000
BYD                                                       13,299,000                 -                  -         13,299,000
Cummins India                                             10,446,937                 -                  -         10,446,937
Embotelladora Andina                                       6,830,323           170,700            572,000          6,429,023
Housing Development Finance                               20,930,306                 -          4,292,322         16,637,984
Hyundai Development                                        4,443,274                 -                  -          4,443,274
Ivanhoe Mines                                             18,100,000                 -            911,000         17,189,000
LG Cable                                                           -         1,629,160                  -          1,629,160
LG Engineering & Construction                              2,289,280           299,790                  -          2,589,070
Mvelaphanda Resources                                              -         9,142,000                  -          9,142,000
S P Setia Berhad                                                   -        34,837,100                  -         34,837,100
Shanghai Forte Land                                                -        55,154,000                  -         55,154,000
Tele Norte Celular Participacoes                       9,099,917,203       115,467,336                  -      9,215,384,539
Tong Ren Tang Technologies                                 4,623,900           906,000                  -          5,529,900
Tong Yang Industry                                        20,678,000           620,340                  -         21,298,340
UMW Holdings                                              14,464,678        11,363,118                  -         25,827,796
Wumart Stores                                                      -         6,460,000                  -          6,460,000

AFFILIATED PRIVATE EQUITY FUNDS/PRIVATE PLACEMENTS:
Baring Vostok Private Equity Fund                         13,087,057                 -                  -         13,087,057
Capital International Global Emerging
  Markets Private Equity Fund                                 56,000                 -                  -             56,000
Hidroneuquen                                              28,022,311                 -                  -         28,022,311
New Asia East Investment Fund                              4,300,000                 -            210,391          4,089,609
New Europe East Investment Fund                                  436                 -                  -                436
New GP Capital Partners                                       27,000                 -                  -             27,000
Pan Asia Special Opportunities Fund                          600,000                 -                  -            600,000
Seres Capital                                                     10                 -                  -                 10
South African Private Equity Fund III, LP                     22,535             6,473                  -             29,008
Vietnam Enterprise Investments                             4,392,828         4,120,000            624,757          7,888,071

UNAFFILIATED ISSUERS (1):
Anadolu Efes Biracilik ve Malt Sanayii                 3,837,732,296     4,797,165,370      4,514,835,700      4,120,061,966
AsiaInfo Holdings                                          3,133,450                 -          2,196,910            936,540
Bank Zachodni WBK                                          2,326,206                 -          2,083,006            243,200
China Oilfield Services                                  100,409,100                 -         73,286,100         27,123,000
China.com                                                  5,500,600                 -          2,537,000          2,963,600
Harbin Brewery Group                                      28,832,000        32,161,000         47,949,063         13,043,937
ICICI Bank                                                29,308,965         3,454,900         15,780,421         16,983,444
Infosys Technologies                                       3,689,710           356,405            907,661          3,138,454
LG Card                                                    6,113,084         1,618,300          7,731,384                  -
LG Card, 3.00% convertible notes, January 21, 2009                 -     2,882,100,000      2,882,100,000                  -
Migros Turk                                            4,665,319,198     4,631,374,797      4,374,826,000      4,921,867,995
Orbotech                                                   2,365,525                 -          1,402,500            963,025
Philippine Long Distance Telephone                         9,697,150                 -          9,420,190            276,960
PT Astra International                                   236,137,384                 -        145,771,000         90,366,384
PT Hanjaya Mandala Sampoerna                             256,401,300                 -         71,916,000        184,485,300
Samsung Fire & Marine Insurance                            2,473,491           404,320            426,930          2,450,881
Taiwan Hon Chuan Enterprise                                6,090,000         1,164,500                  -          7,254,500
VIA Technologies                                                   -        78,253,150         21,317,000         56,936,150
Yapi Kredi Koray                                       1,210,400,000                 -      1,210,400,000                  -
Yapi ve Kredi Bankasi                                 49,373,134,320                 -     40,627,581,700      8,745,552,620


                                                          Dividend         Market value
                                                        and interest       of affiliates
Issuer                                                  income (000)       at (000)

AFFILIATED ISSUERS:
Advanced Semiconductor Engineering                                 $          $154,628
Anhui Conch Cement                                               374            44,294
BYD                                                              823            39,304
Cummins India                                                    459            22,497
Embotelladora Andina                                           2,334            75,488
Housing Development Finance                                    4,966           187,237
Hyundai Development                                            1,858            41,355
Ivanhoe Mines                                                      -            92,594
LG Cable                                                           -            24,120
LG Engineering & Construction                                  2,256            42,703
Mvelaphanda Resources                                              -            25,026
S P Setia Berhad                                                 577            36,304
Shanghai Forte Land                                                -            12,092
Tele Norte Celular Participacoes                                 137             6,192
Tong Ren Tang Technologies                                       287            11,805
Tong Yang Industry                                               457            34,260
UMW Holdings                                                     891            34,664
Wumart Stores                                                      -            12,424

AFFILIATED PRIVATE EQUITY FUNDS/PRIVATE PLACEMENTS:
Baring Vostok Private Equity Fund                                  -            15,457
Capital International Global Emerging
  Markets Private Equity Fund                                    171            32,997
Hidroneuquen                                                       -               878
New Asia East Investment Fund                                    151            11,238
New Europe East Investment Fund                                3,786            22,603
New GP Capital Partners                                            -             5,684
Pan Asia Special Opportunities Fund                                -             5,202
Seres Capital                                                    122               139
South African Private Equity Fund III, LP                          -            20,879
Vietnam Enterprise Investments                                     -            10,255

UNAFFILIATED ISSUERS (1):
Anadolu Efes Biracilik ve Malt Sanayii                         2,063                 -
AsiaInfo Holdings                                                  -                 -
Bank Zachodni WBK                                                 17                 -
China Oilfield Services                                          219                 -
China.com                                                          -                 -
Harbin Brewery Group                                             145                 -
ICICI Bank                                                     7,412                 -
Infosys Technologies                                           9,179                 -
LG Card                                                            -                 -
LG Card, 3.00% convertible notes, January 21, 2009                40                 -
Migros Turk                                                      542                 -
Orbotech                                                           -                 -
Philippine Long Distance Telephone                               177                 -
PT Astra International                                         2,077                 -
PT Hanjaya Mandala Sampoerna                                   5,903                 -
Samsung Fire & Marine Insurance                                2,086                 -
Taiwan Hon Chuan Enterprise                                      209                 -
VIA Technologies                                                 786                 -
Yapi Kredi Koray                                                   -                 -
Yapi ve Kredi Bankasi                                              -                 -

                                                             $50,504        $1,022,319

(1)  Affiliated during the period but no longer affiliated at June 30, 2004





FINANCIAL HIGHLIGHTS

                                                                                                            
                                                                                         YEAR ENDED JUNE 30 (1)
                                                                     2004          2003          2002          2001          2000

Net asset value, beginning of year                                  $47.41        $44.80        $48.21        $68.69        $55.53

  INCOME FROM INVESTMENT OPERATIONS:
    Net investment income                                              .96           .92           .35           .68           .58

    Net realized and unrealized gain (loss) on investments           12.24          2.21         (3.07)       (20.80)        13.56

    Total income(loss) from investment operations                    13.20          3.13         (2.72)       (20.12)        14.14


  LESS DISTRIBUTIONS:
    Dividends from net investment income                             (1.26)         (.52)         (.69)         (.36)         (.98)

Net asset value, end of year                                        $59.35        $47.41        $44.80        $48.21        $68.69

Total return                                                         27.89%         7.14%        (5.64)%      (29.31)%      25.63%

RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of period (in millions)                           $15,758       $16,154       $16,258       $17,634       $22,639
 Ratio of expenses to average net assets                               .70%          .70%          .70%          .68%          .71%
 Ratio of net income to average net assets                            1.64%         2.14%         1.27%         1.25%         1.11%
 Portfolio turnover rate                                             35.36%        33.70%        26.22%        26.10%        35.86%


(1)  Starting with the year ended June 30, 2004,  the per-share data is based on
     average shares outstanding.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Emerging Markets Growth Fund:

In our opinion, the accompanying statement of assets and liabilities,  including
the investment  portfolio,  and the related statements of operations and changes
in net assets and the  financial  highlights  present  fairly,  in all  material
respects,  the financial position of Emerging Markets Growth Fund (the"Fund") at
June 30, 2004, and the results of its operations, the changes in its net assets,
and its financial  highlights for each of the periods  presented,  in conformity
with accounting  principles  generally accepted in the United States of America.
These financial  statements and financial  highlights  (hereafter referred to as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with the standards of the Public Company  Accounting  Oversight  Board - (United
States),  which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit 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,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included   confirmation  of  securities  at  June  30,  2004  by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
our opinion.


PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
August 11, 2004




TAX INFORMATION                                                     (UNAUDITED)

We are  required  to advise  you within 60 days of the  fund's  fiscal  year-end
regarding  the  federal  tax  status  of  certain   distributions   received  by
shareholders  during such fiscal year. The information below is provided for the
fund's fiscal year ending June 30, 2004.

The fund makes an election  under the Internal  Revenue Code Section 853 to pass
through certain non-U.S. taxes paid by the fund to its shareholders as a foreign
tax credit.  The amount of foreign tax credit passed through to shareholders for
the fiscal year is $55,105,000. Foreign-source income earned by the fund for the
fiscal year was $395,207,000.  Shareholders are entitled to a foreign tax credit
or  an  itemized  deduction,   at  their  discretion.   Generally,  it  is  more
advantageous to claim a credit than to take a deduction.

Individual shareholders are eligible for reduced tax rates on qualified dividend
income.  For purposes of computing the dividends eligible for reduced tax rates,
$327,167,000  of the  dividends  paid by the fund from  ordinary  income  earned
during the fiscal year are considered qualified dividend income.

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

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



BOARD OF DIRECTORS AND DIRECTOR EMERITUS

                                            
"NON-INTERESTED" DIRECTORS
                                 Year first
                                   elected
                                 a Director
Name and age                    of the fund (1)   Principal occupation(s) during past five years

COLLETTE D. CHILTON, 46             1999          President and Chief Investment Officer, Lucent Asset Management Corp.

KHALIL FOULATHI, 53                 1996          Executive Director, Abu Dhabi Investment Authority

BEVERLY L. HAMILTON, 57             1991          Retired President, ARCO Investment Management Company

DAVID F. HOLSTEIN, 49               2001          Managing Director, Global Equities,
                                                  General Motors Investment Management Corporation

RAYMOND KANNER, 51                  1997          Director, Global Equity Investments, IBM Retirement Funds

HELMUT MADER, 62                    1986          Former Director, Deutsche Bank AG

WILLIAM B. ROBINSON, 66             1986          Director, Deutsche Asset Management Australia Limited

GERRIT RUSSELMAN, 58                2001          Adviser to the Managing Director, Investments, Pensioenfonds PGGM

AJE K. SAIGAL, 48                   2000          Director, Investment Policy and Strategy, Government of Singapore
                                                  Investment Corporation Pte. Limited

"NON-INTERESTED" DIRECTORS
                                   Number of
                                 boards within
                                    the fund
                                   complex (2)
                                    on which
Name and age                     Director serves  Other directorships (3) held by Director

COLLETTE D. CHILTON, 46                 1         None

KHALIL FOULATHI, 53                     1         Thuraya Telecommunications Company

BEVERLY L. HAMILTON, 57                 1         Oppenheimer Funds

DAVID F. HOLSTEIN, 49                   1         None

RAYMOND KANNER, 51                      1         None

HELMUT MADER, 62                        1         None

WILLIAM B. ROBINSON, 66                 1         Southern Mining Corporation

GERRIT RUSSELMAN, 58                    1         Industri Kapital Limited

AJE K. SAIGAL, 48                       1         None




                                              
"INTERESTED" DIRECTORS (4)
                                   Year first
                                   elected a
                                   Director or      Principal occupation(s) during past five years
Name, age and                        officer        and positions held with affiliated entities or the
position with fund                of the fund (1)   principal underwriter of the fund

ROBERT RONUS, 61                      2003          Vice Chairman of the Board, Capital Guardian Trust Company (5);
Chairman of the Board                               Non-Executive Chair, The Capital Group Companies, Inc. (6)

NANCY ENGLANDER, 60 (7)               1991          Senior Vice President,
Vice Chairman of the Board                          Capital International, Inc.

DAVID I. FISHER, 64                   1986          Chairman of the Board,
Vice Chairman of the Board                          Capital Group International, Inc. (5)

SHAW B. WAGENER, 45                   1997          Chairman of the Board,
President and Chief Executive                       Capital International, Inc.
Officer

VICTOR D. KOHN, 46                    1996          President and Director,
Executive Vice President                            Capital International, Inc.


"INTERESTED" DIRECTORS (4)
                                  Number of
                                   boards
                                  within the
                                fund complex (2)
Name, age and                      on which         Other directorships (3)
position with fund              Director serves     held by Director

ROBERT RONUS, 61                        1           None
Chairman of the Board

NANCY ENGLANDER, 60 (7)                 1           None
Vice Chairman of the Board

DAVID I. FISHER, 64                     1           None
Vice Chairman of the Board

SHAW B. WAGENER, 45                     1           None
President and Chief Executive
Officer

VICTOR D. KOHN, 46                      1           None
Executive Vice President




DIRECTOR EMERITUS

WALTER P. STERN
Chairman Emeritus


                                                
OTHER OFFICERS
                                    Year first
                                    elected an        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

HARTMUT GIESECKE, 66                    1993          Chairman of the Board, Capital International K.K. (5);
Senior Vice President                                 Senior Vice President and Director, Capital International, Inc.

NANCY J. KYLE, 54                       1996          Vice Chairman of the Board, Capital Guardian Trust
Senior Vice President                                 Company (5)

MICHAEL A. FELIX, 43                    1993          Senior Vice President and Director, Capital
Vice President and                                    International, Inc.
Treasurer

PETER C. KELLY, 45                      1996          Senior Vice President, Senior Counsel and Director,
Vice President                                        Capital International, Inc.

ROBERT H. NEITHART, 39                  2000          Executive Vice President and Research Director of Emerging Markets,
Vice President                                        and Director, Capital International Research, Inc. (5)

ABBE G. SHAPIRO, 44                     1997          Vice President, Capital International, Inc.
Vice President

LISA B. THOMPSON, 38                    2000          Executive Vice President and Research Director of Emerging Markets,
Vice President                                        and Director, Capital International Research, Inc. (5)

VINCENT P. CORTI, 48                    1986          Vice President -- Fund Business Management Group,
Secretary                                             Capital Research and Management Company (5)

VALERIE Y. LEWIS, 48                    1999          Fund Boards Specialist, Capital Research and Management Company (5)
Assistant Secretary

JEANNE M. NAKAGAMA, 46                  2000          Vice President, Capital International, Inc.
Assistant Treasurer

LEE K. YAMAUCHI, 42                     2000          Vice President, Capital International, Inc.
Assistant Treasurer



THE STATEMENT OF ADDITIONAL  INFORMATION (SAI) INCLUDES  ADDITIONAL  INFORMATION
ABOUT FUND DIRECTORS.  THE ADDRESS FOR ALL DIRECTORS AND OFFICERS OF THE FUND IS
11100 SANTA MONICA BOULEVARD, LOS ANGELES, CA 90025, ATTENTION: FUND SECRETARY.

CAPITAL  INTERNATIONAL,  INC. (CII) VOTES THE PROXIES OF SECURITIES  HELD IN THE
FUND  ACCORDING  TO CII'S PROXY  VOTING  POLICY AND  PROCEDURES  WHICH HAVE BEEN
ADOPTED BY THE FUND'S BOARD OF DIRECTORS.

A COPY OF THE FUND'S SAI,  PROXY VOTING POLICY AND  PROCEDURES  AND PROXY VOTING
RECORD FOR THE MOST RECENT 12 MONTH PERIOD  ENDED JUNE 30 IS  AVAILABLE  FREE OF
CHARGE UPON REQUEST BY CALLING 800/421-0180, EXT. 96245. THE SAI, WHICH INCLUDES
THE PROXY VOTING POLICY AND  PROCEDURES,  AND THE FORM N-PX,  WHICH REFLECTS THE
FUND'S PROXY  VOTING  RECORD,  ARE ALSO  AVAILABLE  ON THE U.S.  SECURITIES  AND
EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.


(1)  Directors and officers of the fund serve until their  resignation,  removal
     or retirement.
(2)  Capital  International,  Inc.  serves as  investment  adviser for  Emerging
     Markets Growth Fund, Inc., an open-end "interval" fund, and does not act as
     investment adviser for other U.S. registered investment companies.
(3)  This  includes  all  directorships  (other than those in  Emerging  Markets
     Growth Fund, Inc.) that are held by each Director as a director of a public
     company or a U.S. 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
     International, Inc. or affiliated entities.
(5)  Company affiliated with Capital International, Inc.
(6)  Parent company of Capital International, Inc.
(7)  Nancy Englander retired on July 15, 2004.


OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER
Capital International, Inc.
11100 Santa Monica Boulevard, 15th Floor
Los Angeles, CA 90025-3302

135 South State College Boulevard
Brea, CA 92821-5823

CUSTODIAN OF ASSETS
JPMorgan Chase Bank
270 Park Avenue
New York, NY 10017-2070

COUNSEL
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006-2401

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
350 South Grand Avenue
Los Angeles, CA 90071-2889


This report is for the information of  shareholders  of Emerging  Markets Growth
Fund, 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.

THE CAPITAL GROUP COMPANIES

Capital International

Capital Guardian

Capital Research and Management

Capital Bank and Trust

American Funds

Lit. No. MFGEAR-915-0804P(NLS)

Litho in USA

TAG/WS/9099-S2229

(C) 2004 Emerging Markets Growth Fund, Inc.


ITEM 2 - Code of Ethics

This 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 by dialing 800/421-0180, extension 96245 or by
writing to the Secretary of the Registrant, 11100 Santa Monica Boulevard, 15th
Floor, Los Angeles, California 90025-3302.


ITEM 3 - Audit Committee Financial Expert

The Registrant's Board has determined that each member of the Registrant's audit
committee, Khalil Foulathi, David F. Holstein, Raymond Kanner, William B.
Robinson, Gerrit Russelman and Aje K. Saigal, is an "audit committee financial
expert," and "independent," as such terms are defined in this Item. This
designation will not increase each designee's duties, obligations or liability
as compared to his duties, obligations and liability as a member of the Audit
Committee and of the Board; nor will it reduce the responsibility of the other
Audit Committee members. The Board believes each member of the Audit Committee
contributes significantly to the effective oversight of the Registrant's
financial statements and condition.


ITEM 4 - Principal Accountant Fees and Services

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

Registrant:
a) Audit Fees:
2003 $104,325
2004 $107,450
b) Audit- Related Fees: 2003 none 2004 none c) Tax Fees:
2003 $85,553
2004 $141,330
The tax fees consist of professional services relating to: preparing the fund's
federal and state income tax returns; preparing the local tax return and acting
as tax advisor in India, Taiwan, and Venezuela.
d) All Other Fees: 2003 none 2004 none



ITEM 4 - Principal Accountant Fees and Services (continued)

Adviser and affiliates (includes only fees for non-audit services billed to the
adviser and affiliates for engagements that relate directly to the operations
and financial reporting of the Registrant and were subject to the pre-approval
policies described below): b) Audit- Related Fees: 2003 none 2004 none c) Tax
Fees: 2003 none  2004 none d) All Other Fees: 2003 none 2004 none

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

Aggregate non-audit fees paid to the Registrant's auditors, including fees for
all services billed to the Registrant and adviser and affiliates that provide
ongoing services to the Registrant were $85,553 for fiscal year 2003 and
$141,330 for fiscal year 2004. The non-audit services represented by these
amounts were brought to the attention of the Committee and considered to be
compatible with maintaining the auditors' independence.


ITEM 5 - Audit Committee Disclosure for Listed Companies

Not applicable.


ITEM 6 - Reserved


ITEM 7 - Disclosure  of Proxy  Voting  Policies and  Procedures  for  Closed-End
Management  Investment  Companies Not applicable to this Registrant,  insofar as
the  Registrant  is not a closed-end  management  investment  company.  ITEM 8 -
Purchases of Equity Securities by Closed-End Management Investment Companies and
Affiliated  Purchasers  Not  applicable  to  this  Registrant,  insofar  as  the
Registrant is not a closed-end management investment company.

ITEM 9 - Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which shareholders may
recommend nominees to the Registrant's Board of Directors since the Registrant
last submitted a proxy statement to its shareholders. The procedures are as
follows. The Registrant has a Committee on Directors (formerly the Nominating
Committee) comprised solely of persons who are not considered "interested
persons" of the Registrant within the meaning of the Investment Company Act of
1940. The Committee periodically reviews such issues as the Board's composition,
responsibilities, committees, compensation and other relevant issues, and
recommends any appropriate changes to the full Board of Directors. While the
Committee normally is able to identify from its own resources an ample number of
qualified candidates, it will consider shareholder suggestions of persons to be
considered as nominees to fill future vacancies on the Board. Such suggestions
must be sent in writing to the 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 Committee.


ITEM 10 - Controls and Procedures

(a) The Registrant's Principal Executive Officer and Principal Financial Officer
have concluded, based on their evaluation of the Registrant's disclosure
controls and procedures (as such term is defined in Rule 30a-3 under the
Investment Company Act of 1940), that such controls and procedures are adequate
and reasonably designed to achieve the purposes described in paragraph (c) of
such rule.

(b) There were no changes in the Registrant's internal controls over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
that occurred during the Registrant's last fiscal half-year (the Registrant's
second fiscal half-year in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Registrant's
internal control over financial reporting.


ITEM 11 - Exhibits

(a) The Code of Ethics that is the subject of the disclosure required by Item 2
is attached as an exhibit hereto.

(b) The certifications required by Rule 30a-2 of the Investment Company Act of
1940 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.

EMERGING MARKETS GROWTH FUND, INC.

By /s/ Shaw B. Wagener
Shaw B. Wagener, President and PEO

Date: August 27, 2004

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




By /s/ Shaw B. Wagener
Shaw B. Wagener, President and PEO

Date:  August 27, 2004




By  /s/ Michael A. Felix
Michael A. Felix, Treasurer

Date:  August 27, 2004