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: (310) 996-6000

                     Date of fiscal year end: June 30, 2005

                   Date of reporting period: December 31, 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 International(SM]

[cover: global map]

Emerging Markets Growth Fund(SM)

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

Semi-annual report for the six months ended December 31, 2004

DEAR SHAREHOLDERS:

Emerging markets equities posted solid gains in the six-month period,  supported
by robust economic growth in many economies and solid corporate earnings. Stocks
rebounded from a slide in the second  quarter of 2004. For the six-month  period
ending  December 31,  2004,  the  Emerging  Markets  Growth Fund rose 24.3% with
dividends  reinvested.  The MSCI  Emerging  Markets  Index gained 26.8% with net
dividends reinvested.

Stock gains were  broad-based,  with only the technology and health care sectors
trailing the broad  market.  Shares of  financial,  consumer  discretionary  and
industrial companies did well across several markets. Banks, which typically are
closely linked to their local economies, saw shares rise.

From a regional  perspective,  Latin American  stocks  performed the best in the
six-month  period,  paced by rising oil and materials prices and stellar results
in the large markets of Brazil and Mexico.  Asian markets were held back by weak
Chinese stocks. Markets in South Korea and Taiwan rose, but mixed results within
the technology sector weighed on them.

MARKETS REVIEW

Inflation-targeting  regimes gained  credibility  across  markets,  including in
countries  like Brazil and Turkey that have had a history of runaway  inflation.
This  contributed  significantly  to restraining  long-term  borrowing rates and
strengthening  currencies.  Currency appreciation accounted for about 35% of the
market's total return.  Many governments  shielded consumers from the full brunt
of high oil prices.  Thanks to supportive  macroeconomic  policies,  exports and
industrial production regained some momentum. The annualized GDP growth rate for
emerging  markets  was 6.5% in 2004,  compared  to 3.2% for  developed  markets,
according to figures  compiled by J.P.  Morgan  Chase.  Against  this  backdrop,
corporate profit growth was generally strong,  supporting stock market gains. In
the aggregate,  profits for the companies in the MSCI EM Index grew 26% in their
most recent fiscal year over the prior year.

[Begin Sidebar]
EMGF total returns vs. MSCI Emerging Markets Index for periods ended 12/31/04
 (with distributions reinvested)


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

6 months                             +24.3%                 --%              +26.8%                --%
12 months                            +20.7                  --               +25.6                 --
3 years                              +64.8               +18.1               +83.6              +22.4
5 years                             +  9.8               + 1.9               +24.0             +  4.4
10 years                             +73.9              +  5.7               +36.9             +  3.2
Lifetime                          +1,789.0               +17.1                  --+                --+
     (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]

[Begin Sidebar]
FIGURES  SHOWN ARE PAST  RESULTS  AND ARE NOT  PREDICTIVE  OF  RESULTS IN FUTURE
PERIODS.  CURRENT AND FUTURE  RESULTS  MAY BE LOWER OR HIGHER THAN THOSE  SHOWN.
SHARE PRICES AND RETURNS WILL VARY, SO INVESTORS  MAY LOSE MONEY.  INVESTING FOR
SHORT PERIODS MAKES LOSSES MORE LIKELY.  INVESTMENTS ARE NOT  FDIC-INSURED,  NOR
ARE THEY DEPOSITS OF OR  GUARANTEED BY A BANK OR ANY OTHER ENTITY.  FOR THE MOST
RECENT  MONTH-END  RESULTS,  PLEASE CALL  800/421-0180,  EXT.  96245.  INVESTING
OUTSIDE THE UNITED  STATES,  ESPECIALLY  IN  DEVELOPING  MARKETS,  IS SUBJECT TO
ADDITIONAL RISKS. THESE INCLUDE CURRENCY  FLUCTUATIONS,  POLITICAL  INSTABILITY,
MARKET VOLATILITY AND INVESTMENT RESTRICTIONS,  WHICH ARE DETAILED IN THE FUND'S
PROSPECTUS.
[End Sidebar]

In  Brazil,  stocks  rose 54%.  GDP grew 6% in the third  quarter  over the same
period the prior year. The cyclical  recovery and job expansion  helped lift the
popularity of President Luiz Inacio Lula da Silva,  who was able to push through
some reforms on pensions for public sector employees.  The central bank remained
hawkish on inflation and began a new monetary tightening cycle in September.

Mexican  equities  rose 29%. The country's  Congress  made some progress  toward
social security reform and the economy grew,  supported by exports.  Argentina's
negotiations  with private  creditors on its  defaulted  debt made some headway,
although  the  country's  offer to pay 30 cents on the dollar has yet to receive
wide acceptance.

Asian  economies  were generally  strong,  but stock gains were mixed across the
region.  Chinese  equities  rose 14% but  trailed  other  major  markets  as the
government  took steps to  curtail  credit  growth in an attempt to prevent  the
economy from entering an  inflationary  spiral.  After raising  capital  reserve
requirements  earlier in the year,  China announced the first interest rate hike
in nine years. Investors questioned corporate profitability and the government's
ability to steer the economy, and repercussions were felt in materials and other
industries worldwide.

Indian equities staged an impressive rebound from a mid-year slide.  Stocks rose
45% as the  Congress  Party-led  coalition  government  set in place  pro-market
policies  after  taking  power  in  May.  These  included   privatization,   the
continuation  of  structural   reforms  begun  by  the  previous  regime  and  a
conservative  monetary  policy.  Sustained  economic  growth and solid corporate
earnings  reports also  contributed to the stock rally.  Information  technology
stocks were strong, benefiting from robust revenue and profit growth.

[Begin Sidebar]
10 largest equity holdings

                                                                
                                                                      Percent of gain/loss
                                                Percent of             for the six months
                                               net assets as             ended 12/31/04*
                                                of 12/31/04             (in U.S. dollars)

Samsung Electronics                                 6.1%                       5.7%
America Movil                                       3.2                       44.0
Sasol                                               2.0                       39.1
Infosys Technologies                                1.9                       61.0
Kookmin Bank                                        1.8                       25.7
Itausa                                              1.8                       49.1
Hon Hai Precision                                   1.7                       43.2
Taiwan Semiconductor                                1.7                       10.4
Unibanco                                            1.6                       60.5
Telekomunikasi Indonesia                            1.6                       32.2
Total                                              23.4%


*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]

In South Korea,  two  interest  rate cuts  injected  some life into a lackluster
economy.  Industrial production and exports rose in November, although household
spending remained  cautious.  Bank shares climbed from depressed levels as their
low  valuations  and  steady  progress  in  slimming  down bad  loan  portfolios
attracted  investors.  Telecommunications  stocks were strong,  while technology
shares lagged.  Samsung Electronics and LG Electronics  reported solid earnings,
but investors worried about sustainability of demand. A joint venture between LG
and Philips Electronics made a US$1 billion IPO.

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

                                                                                          
                                                                                       MSCI EM               Market value
                                                Percent of net assets                  Index(1)              of holdings
                                                                                                               12/31/04
                                        12/31/03       6/30/04     12/31/04      6/30/04     12/31/04       (in thousands)
Asia-Pacific
China                                      3.2%          3.4%         3.5%         8.5%         7.7%          $  565,918
Hong Kong                                   1.0          1.1          1.5           --           --              234,577
India                                      13.7         10.6         10.2          4.9          5.7            1,638,321
Indonesia                                   3.0          3.0          2.6          1.7          1.9              421,636
Malaysia                                    3.2          5.4          5.4          4.5          3.9              874,356
Philippines                                  .6           .4           .3           .5           .5               55,827
Singapore                                    --           .1           .1           --           --               14,597
South Korea                                18.5         18.0         17.6         18.7         17.7            2,823,170
Taiwan                                     10.3         10.0         10.5         11.9         14.0            1,684,996
Thailand                                    1.3           .7           .6          2.7          2.5              102,594
Vietnam                                      .1           .1           .1           --           --                9,939
                                           54.9         52.8         52.4         53.4         53.9            8,425,931
Latin America
Argentina                                    .6           .6           .6           .5           .5               90,729
Brazil                                     11.0          9.8         11.8          8.0          9.6            1,901,605
Chile                                       1.0          1.4          1.2          1.9          1.9              187,527
Colombia                                     .3           .3           .3           .1           .2               50,901
Ecuador                                      --           --           --           --           --                2,010
Mexico                                      9.3          9.8          8.7          6.3          6.4            1,397,302
Peru                                         .5           .3           .1           .5           .5               23,756
Venezuela                                    .3           .4           .4           .2           .2               69,075
                                           23.0         22.6         23.1         17.5         19.3            3,722,905
Eastern Europe
Bulgaria                                     --           --           --           --           --                1,262
Croatia                                      .3           .3           .2           --           --               26,891
Czech Republic                               .4           .7           .9           .7           .8              145,711
Hungary                                     1.1          1.6           .9          1.3          1.6              144,511
Kazakhstan                                   --           --           --           --           --                3,553
Poland                                       .8           .7           .4          1.4          2.0               70,656
Russia                                      6.0          6.4          3.2          4.5          3.5              509,944
Ukraine                                      --           --           --           --           --                  636
                                            8.6          9.7          5.6          7.9          7.9              903,164
Other markets
Canada(2)                                    .7           .6           .8           --           --              132,980
Dominican Republic                           --           --           --           --           --                5,353
Egypt                                        .2           .4           .3           .3           .4               52,215
Israel                                       .5           .8          1.8          4.6          3.7              289,832
Morocco                                      --           --           .1           .2           .3                8,827
South Africa                                4.8          8.0          7.7         14.2         12.4            1,240,549
Sweden(2)                                    --           --           .1           --           --               21,906
Turkey                                      2.0          1.7          2.5          1.5          1.8              394,684
United Kingdom(2)                           2.3           .4           .1           --           --                8,357
United States of America(2)                  .1           .1           .1           --           --               10,849
                                           10.6         12.0         13.5         20.8         18.6            2,165,552
Multinational                                .4           .5           .4                                         60,559
Other(3)                                     .8           .7          1.4                                        230,594
Cash & equivalents
     less liabilities                       1.7          1.7          3.6                                        571,317
Total net assets                          100.0%       100.0%       100.0%                                   $16,080,022


(1) MSCI Emerging Markets Index also includes Jordan (0.2% at 6/30/04 and
    12/31/04) and Pakistan (0.2% at 6/30/04 and 0.1% at 12/31/04).
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]

Taiwan's market was hurt by its heavy weighting in technology  shares,  although
other areas did well on the back of a strengthening domestic economy. Opposition
parties won a majority in  legislative  elections.  MSCI announced that it would
increase  Taiwan's  weighting in the MSCI EM Index to the full  weighting of its
free float by May 2005.

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

                                           
                                       Six months
                                     ended 12/31/04
                                Expressed        Expressed
                                 in U.S.         in local
                                 dollars         currency
Asia-Pacific
China                             14.2%            13.8%
India                             45.2             37.3
Indonesia                         49.3             47.4
Malaysia                          11.3             11.3
Pakistan                          12.1             14.6
Philippines                       15.6             15.5
South Korea                       20.8              8.2
Taiwan                            12.2              5.7
Thailand                          14.4              8.7

Latin America
Argentina                         37.2             37.8
Brazil                            54.5             32.5
Chile                             32.6             15.8
Colombia                          70.6             49.0
Mexico                            29.3             25.0
Peru 13.3                          8.8
Venezuela                         16.5             15.5

Eastern Europe
Czech Republic                    59.4             36.0
Hungary                           48.3             30.0
Poland                            44.6             17.1
Russia                             2.3               --(2)

Other markets
Egypt                             83.6             80.1
Israel                             0.6             -2.5
Jordan                            50.0             50.0
Morocco                           11.5              1.8
South Africa                      40.9             27.8
Turkey                            54.3             40.2

Emerging Markets
     Growth Fund                  24.3


(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]

Indonesian  stocks  rose 49%,  partly  buoyed by  investor  enthusiasm  over the
election of opposition  leader Susilo  Yudhoyono as the country's new president.
Malaysia and Thailand lagged the broader markets.  The powerful tsunami that hit
many countries in Southeast Asia in late December left death and  destruction in
its  wake.  However,  the  financial  damage  was  contained  by the  fact  that
industrial areas are generally located away from the coast.

The small  stock  markets of  Eastern  Europe --  Hungary,  Poland and the Czech
Republic -- made  spectacular  gains,  with  investors  focusing on their higher
economic growth rates compared to old Europe,  and entry into the European Union
in May 2004.

Investor  sentiment in Russia was shaken by government actions against YUKOS Oil
that  culminated  in the  December  auction of Yukos' main oil  producing  unit,
Yuganskneftegaz,  at a price  that was  widely  viewed as far  below the  unit's
intrinsic  market value.  The government also assessed Yukos with back taxes and
penalties in excess of US$25 billion.  Tax claims  exceeded the company's  total
revenue for some of the delinquent years.  Investors and western governments saw
the  Kremlin's  sale of  Yuganskneftegaz  as a  renationalization  of key energy
assets.

South African stocks rose sharply,  with domestically  oriented companies rising
on the back of the improving  domestic  economy.  Mining stocks were weak; their
profit margins were hurt by the strong rand,  which  appreciated 10% against the
U.S.  dollar in the period and 19% for the whole of 2004.  Harmony  Gold  Mining
made an  unsolicited  takeover  bid for  rival  Gold  Fields,  a move  that,  if
successful,  would create the world's largest gold producer.  In Turkey,  stocks
rose as optimism grew over Turkey's future entry into the European Union. On the
economic  front,  inflation  dropped below 10%, and  expectations  rose that the
central bank might be able to steadily  reduce  interest  rates by a substantial
margin in 2005.

PORTFOLIO REVIEW

The fund made strong gains in the six-month period but  nevertheless  lagged the
results of the benchmark.  The fund benefited from investments in India,  Mexico
and Turkey,  while  results  were hurt by holdings in Russia,  particularly  our
investment in YUKOS Oil, and by not having enough exposure to South Africa.

Our large investments in banks and  telecommunications  services  contributed to
returns.  Our decision to hold large positions in the Indian technology services
area paid off, as these stocks rose 55%. However,  shares of technology hardware
companies  did  not  keep  pace.  The   underexposure   to  materials  was  also
detrimental.

Given the strong  performance of emerging markets over the last couple of years,
we have  maintained  the fund's  large  investments  in sectors with more stable
earnings,  including  consumer staples and  telecommunications.  We acted on the
belief that, in addition to protection from a potential downturn, companies with
stable  earnings  growth  are  currently  selling  at  historically   attractive
valuations. For instance, we increased our investment in Bharti Tele-Ventures in
India.

We have also held on to our large  exposure to technology  companies,  as we see
the  share  prices  as  attractive  compared  to their  growth  prospects.  Many
technology   companies  in  Asia,   such  as  Samsung   Electronics  and  Taiwan
Semiconductor  Manufacturing,   are  leaders  in  their  industries.  We  remain
underinvested in cyclical areas such as materials, as commodity prices have been
quite high.  Also,  China has accounted for a large part of incremental  demand,
driving prices higher,  and any slowdown in that economy would negatively impact
commodity prices.


These  decisions  produced mixed results for the recent  six-month  period.  The
underexposure  to  materials  hurt  the  fund's  performance   relative  to  the
benchmark,  as  materials  stocks  rose more than 30%. We did not invest in many
commodity  and  steel  stocks,  which  saw  share  prices  rise.  We  have  been
underinvested  in South  Africa,  where  stocks  of  companies  oriented  to the
domestic  economy rose  substantially.  Shares of South African mining companies
fared less well, as their profits were hurt by the  appreciation of the rand. We
have been less optimistic about prospects for the South African  economy,  which
has  grown at a less  than 4%  growth  rate  compared  to the  average  6.5% for
emerging markets in the aggregate.

The other factor that hurt results was our  investment  in YUKOS Oil,  which was
the single-largest detractor to returns. Yukos was among the largest Russian oil
companies,  with reserves that matched some of the major Western oil  companies.
We had avoided Yukos for many years due to concerns about its management's focus
on short-term gains.  However, we started investing in the company in 2003 after
a change in  management.  We believed that although the Russian  government  was
pressing charges to collect taxes owed for prior years, it would pursue its case
through the courts.  Instead,  authorities seized the main oil-producing unit of
Yukos  and  sold it very  cheaply  to a  state-controlled  company,  essentially
re-nationalizing   part  of  the  company.   We  had  believed  that  the  Putin
administration,  which had been following a more liberal economic agenda,  would
not take private  assets in a way that hurt  minority  shareholder  rights.  The
shares of Yukos fell precipitously in the period in response to the government's
actions, significantly reducing the value of our investment.

Among the  positive  contributors,  the large  exposure  and stock  selection in
telecommunications  paid  off  handsomely.   America  Movil  and  Telekomunikasi
Indonesia were among the fund's top  contributors.  These  companies have strong
balance sheets.  We believe they also have good growth prospects as mobile phone
use in their markets of operation is in the early stages and is fast-expanding.

Within  technology,  shares of technology service companies in India surged, and
Infosys  Technologies  was the fund's top contributor  for the period.  However,
shares of hardware  companies in South Korea and Taiwan had mixed  results.  Our
stock selection in the sector was strong, and many of our investments  performed
well,   including  Hon  Hai   Precision,   LG.Philips   and  ASUSTeK   Computer.
Nevertheless,  Samsung Electronics and Taiwan Semiconductor Manufacturing lagged
the broader markets, even though they both posted strong earnings.

Financials is another area in which we have recently built up a large  exposure.
The fund has invested heavily in banks in India,  Brazil,  South Korea,  Taiwan,
Turkey and Hungary.  Most of our financial  holdings had good results.  Consumer
staples  as a sector  performed  well,  but some of our  holdings  had less than
stellar  performance.  The fund's  investments in Brazilian beer producer AmBev,
Wal-Mart de Mexico and HM Sampoerna in Indonesia did well,  but Wumart Stores in
China and a few other holdings did not.

On a country basis,  the fund benefited from its large exposure to India,  where
stocks  rebounded from the mid-year  slide in the wake of the elections,  rising
45%. The large exposure to Mexico, where stocks benefited from an up-tick in the
economy,  was also supportive.  The underexposure to China helped.  Stocks there
trailed the emerging markets  composite by a wide margin as government  attempts
to cool the economy tempered investor enthusiasm.

OUTLOOK
The positive  backdrop of brisk U.S. economic growth,  easy liquidity,  moderate
inflation and high energy and commodity  prices that have seen emerging  markets
equities make substantial  gains for two consecutive  years is unlikely to last.
We expect that over the short term global  economic growth will be sustained but
more modest than before,  that U.S.  monetary policy will be less  accommodative
and the dollar could well weaken further. In the past, these conditions have led
to a decline in  emerging  markets  equities,  partly  because  many  developing
countries have been heavily  dependent on exports to the United  States,  and on
loans borrowed in  international  markets at interest rates linked to the United
States.

Since the Asian currency crisis of 1997-98, many of the macroeconomic imbalances
that  often  led to crises in the past  have  been  addressed.  Hence,  emerging
markets are less  vulnerable  to the  economic  cycles of the United  States and
other major economies.  Many Asian countries have huge foreign exchange reserves
and floating  currency  regimes.  Their  borrowing needs are limited and are met
domestically due to the high savings rate of many Asian societies.  The progress
in Latin America is more recent but nevertheless appears to be sustainable,  and
has led to lower bond yields and more stable currencies.  The growth of a middle
class has given domestic economies a lot of dynamism, lessening their dependence
on  exports.  Overall,  these  economies  are growing at a much faster rate than
their developed  peers. Not  surprisingly,  then,  corporate  earnings have been
quite  strong  in the  aggregate  in many  markets  as  companies  benefit  from
sustained demand growth. South Korea was one of the few economies to suffer from
a decline in consumer demand following a consumer credit bubble.

Over the long term, emerging markets should be able to continue to advance,  and
with fewer  shock  events.  The  volatility  of returns is also likely be lower.
However,  in the  short  term,  a spike in  inflation  or  substantially  higher
interest rates could well lead to a tightening of global liquidity and increased
risk-aversion,  hurting the emerging markets.  A potential  slowdown in China is
another risk. With this in mind, the fund continues to emphasize  investments in
high-quality  companies with strong cash flow,  healthy balance  sheets,  rising
dividends,  steady  earnings  and good growth  prospects.  We find many of these
companies in the  consumer  staples  area,  which  remains our largest  exposure
relative to the index, and also among telecommunications companies.

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

December 31, 2004

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 six-month  period ended  December 31, 2004.  The five account for 59% of net
assets. (Percentage changes for markets and stock prices are in U.S. dollars and
are for the six-month period ended December 31, 2004, unless otherwise noted.)

SOUTH KOREA (17.6% of net assets)

South  Korean  stocks  rose 21%.  The central  bank cut  interest  rates  twice,
bringing  the key rate down to 3.25% in an attempt  to  stimulate  a  lackluster
domestic  economy that is still  recovering from the  aftereffects of a consumer
credit  bubble.  The monetary  easing  appeared to have some impact.  Industrial
production and exports rose in November,  although  household  spending remained
cautious.

South Korean  President  Roh  Moo-hyun's  position  appeared  stronger in recent
months  after  being  reinstated  by  a   Constitutional   Court  following  his
impeachment.  His  party won  seats in  legislative  elections  and  obtained  a
majority.

Bank shares  climbed from  depressed  levels as their low  valuations and steady
progress in slimming down bad loan  portfolios  attracted  investors.  Among the
fund's  holdings,  Shinhan  Financial  shares  advanced 55%,  while Kookmin Bank
gained 26%. Several Western banks showed interest in Korean banks.

Technology  shares  lagged  the  Korean  market.   Samsung  Electronics  and  LG
Electronics reported solid earnings, but investors questioned whether end demand
for  semiconductors  and other  technology  products could be sustained over the
next few years. Investors also worried about margin erosion in the flat-panel TV
business as several new factories were expected to come on stream in South Korea
and other parts of Asia.  Nevertheless,  a joint venture  between LG and Philips
Electronics of the Netherlands made a US$1 billion IPO.

Utilities  and  materials  shares  had  very  strong  results.  Overall,  at the
price-to-earnings  (P/E) ratio of 8.2 as of December 31, 2004,  the South Korean
market remained one of the cheapest in the emerging markets.

BRAZIL (11.8% of net assets)

A combination of positive  macroeconomic  policies and sustained earnings growth
at many  companies  lifted  Brazilian  stocks 54% in the  period,  making it the
second-best  performing market in the region behind Colombia.  The period saw an
overall reduction in Brazilian country risk, with the average yield on Brazilian
bonds  declining from under 12% at the end of June to less than 9% at the end of
December. The real appreciated 17% against the U.S. dollar.

Investors  have  been  impressed  with  the   government's   ability  to  reduce
vulnerability to external  financial shocks, due in large part to the government
focusing on paying down foreign currency debt and making debt dynamics much less
vulnerable  to swings  in the  foreign  exchange  rate.  Exports  have also been
rising,  and the strong  demand in  commodities  was only one  component  of the
growth in trade.

Brazil's  central  bank  has  gained   credibility  as  being  vigilant  against
inflation.  After  keeping  rates steady for most of the year,  the central bank
began  another  monetary  tightening  cycle in  September  due to concerns  over
incipient inflation, partly from higher oil prices.

Brazil's  growth  rate,  estimated  at 5.1% in 2004,  was slower than many other
emerging markets,  but many companies such as banks and commodity exporters have
managed to grow earnings in the double  digits.  As of the end of the year,  the
market's  overall  valuation,  at a P/E ratio of about 11 even  after the recent
rally,  makes it cheaper compared to the overall emerging markets.  The economic
expansion and gradual job growth have lifted the  popularity  of President  Luiz
Inacio Lula da Silva.

In the recent period, shares of banks and materials companies had among the best
results.  Shares of Unibanco,  a large fund holding,  rose 61%,  while shares of
iron ore exporter Cia Vale do Rio Doce,  another large fund investment,  climbed
86%. In corporate news, Unibanco announced it would sell its stake in Credicard,
Brazil's largest credit card issuer, to Banco Itau and Citigroup,  the remaining
partners in the joint venture.  The sale will help Unibanco shore up its capital
base.

TAIWAN (10.5% of net assets)

The heavy  weighting  of  technology  shares in the MSCI Taiwan  Index held back
performance to some extent, although it still rose 12%. Shares of industrial and
materials companies,  including manufacturers of plastics and metals, had strong
results as the domestic economy continued to grow.

Within  technology,  stocks had mixed results.  Shares of some companies such as
VIA Technologies and Taiwan  Semiconductor  Manufacturing  did not fare as well,
but other companies that have moved production to China made strong gains. These
included ASUSTeK Computer and Hon Hai Precision.

Domestically  oriented firms benefited from a recovering economy.  GDP growth in
2004 was 5.9%, buoyed by strong private  investment.  The banking system,  which
was  weighed  down by bad  loans  three or four  years  ago,  is  looking  a lot
healthier.  The ratio of non-performing loans in the banking system fell to 3.5%
at the end of the year from 8.3% in 2001.

The political atmosphere remains turbulent.  President Chen Shui-bian toned down
his  rhetoric  about  formal  independence  from  China,  from  which the island
separated  in 1949.  Opposition  parties  won  seats in  legislative  elections,
underscoring the increasing unpopularity of the president's strident approach to
the issue of the Taiwan-China relationship.  An agreement on charter flights for
the Lunar New Year holiday was, however, one positive sign of more pragmatic and
calmer relations between China and Taiwan.

On a valuation basis, as of December 31, 2004,  Taiwanese equities were cheap at
a P/E ratio of 12.4,  near a nine-year low.  Meanwhile,  MSCI announced it would
increase  Taiwan's  weighting in the MSCI EM Index in two stages to be completed
by May 2005, which drew some investor interest into the market.

INDIA (10.2% of net assets)

Indian markets enjoyed a strong  six-month run, rising 45% in a rebound from the
mid-year  slide in the  wake of  parliamentary  elections.  The  Congress  Party
coalition  government  led by Prime  Minister  Manmohan  Singh, a former finance
minister and central bank  governor,  set out a broad policy  agenda that took a
measured pace toward  privatization.  It persisted  with many of the  pro-market
economic  policies  of the  previous  Bharatiya  Janata  party  regime,  such as
electricity sector reform, which assured investors.

The Indian economy maintained  cyclical momentum,  growing at 6.6% in the second
quarter (July to September) of its fiscal year.  Inflation  dipped to below 6.5%
after having risen above 7% earlier in the year, and foreign  exchange  reserves
were at a record high of $131 billion.

The government sold a 10% stake in the National Thermal Power Corp., showing its
willingness  to  continue  to  reduce   investments   slowly  in  public  sector
enterprises.  It also  put  out  tender  offers  for  the  modernization  of the
country's major airports.

Technology,  utility  and  financial  stocks had among the best  results for the
six-month period.  Shares of technology  companies were supported by revenue and
earnings  growth of close to 50%.  Utilities  benefited from ongoing  government
attempts at privatization and rationalization of the industry.  Shares of Bharat
Heavy  Electricals  rose 61% in the period on investor  optimism about prospects
for  growth  in the  power  generation  area.  Meanwhile,  shares  of  financial
companies  rose on what appeared to be a consensus view that bank earnings would
continue  to be powered by  expansion  in  consumer  loans as well as  increased
corporate  borrowing  on the one side and improved  asset  quality on the other.
Shares of ICICI Bank rose 61%, and those of HDFC Bank rose 57%.

MEXICO (8.7% of net assets)

The MSCI Mexico Index gained 29% during the  six-month  period.  The Bolsa,  the
domestic stock exchange, touched an all-time high in December.

The Mexican economy  continued to improve in the second half of 2004,  helped in
part by  sustained  growth in the United  States and strong oil prices.  Foreign
currency reserves are at a record high and the government has taken advantage of
the  upswing  in oil  revenue  to reduce  foreign  debt.  Banco de  Mexico,  the
country's central bank,  maintained a hawkish stance that reflected its concerns
about above-target inflation. It increased its "corto" monetary policy tool nine
times in 2004, which pushed interest rates on 28-day government paper from under
5% in 2003 to 9% at the end of 2004.  Inflation  peaked in  November at 5.4% and
appears to be improving.

The government made some progress on social security  reform.  But by and large,
the country  remained in political  gridlock and the bounce in the economy eased
pressure for government  action.  The latest squabble between the opposition PRI
(Partido Revolucionario  Institucional) and the PAN (Partido Accion Nacional) of
President Vicente Fox was over the federal budget. A number of expenditure items
in the budget were in limbo  pending a decision by the Supreme  Court on whether
the president has budget veto  authority.  No major political  initiatives  were
expected until after the presidential elections scheduled for July 2006.

Industrial stocks gained 41%, while telecommunications services shares rose 31%.
America Movil, Mexico's main wireless telecommunications operator and one of the
fund's largest  holdings,  rose 44%. The company's  growth continued to outstrip
investor expectations.  Grupo Televisa,  another large fund holding, gained 32%.
The stock  rose on strong  earnings  and  investors  anticipating  an  improving
advertising  cycle in 2005.  Wal-Mart de Mexico shares advanced 16%. The company
continued  to benefit from rising  domestic  consumption,  and  earnings  growth
remained   strong.   Improvements   in   distribution   should   help   maintain
competitiveness  and operating margins.  Weak same-store sales growth,  however,
kept the stock from keeping pace with the market.

ABOUT THE FUND AND ITS ADVISER

Emerging Markets Growth Fund was organized in 1986 by the International  Finance
Corporation,  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 137
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 35 analysts  covering these  countries,  compared with four in
1986; 20 of these analysts also manage a portion of the fund. Most of its assets
are managed by seven portfolio managers, compared with two in 1986.

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 the Capital Group organization's  family of companies -- and the funds
they manage, including Emerging Markets Growth Fund -- a competitive edge.


INVESTMENT PORTFOLIO
December 31, 2004                                                  (unaudited)


                                                                                                       
                                                                                           Equity securities

SECTOR DIVERSIFICATION                                                    Common stocks     Preferred stocks    Convertible bonds
Financials                                                                       18.84%                2.56%                  - %
Information technology                                                            18.07                    -                    -
Telecommunication services                                                        12.67                 2.55                    -
Consumer staples                                                                   8.90                 1.86                    -
Materials                                                                          7.18                 1.06                  .03
Consumer discretionary                                                             5.54                  .09                    -
Energy                                                                             4.83                  .43                    -
Industrials                                                                        3.95                  .34                    -
Utilities                                                                          2.99                  .41                    -
Health care                                                                        2.40                    -                    -
Other                                                                               .82                    -                    -
                                                                                 86.19%                9.30%                 .03%

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

Net Assets




                                                                                                  

SECTOR DIVERSIFICATION                                                                  Bonds           Percent of net assets
Financials                                                                               .04%                          21.44%
Information technology                                                                      -                           18.07
Telecommunication services                                                                .19                           15.41
Consumer staples                                                                          .02                           10.78
Materials                                                                                   -                            8.27
Consumer discretionary                                                                    .02                            5.65
Energy                                                                                    .02                            5.28
Industrials                                                                                 -                            4.29
Utilities                                                                                 .03                            3.43
Health care                                                                                 -                            2.40
Other                                                                                     .61                            1.43
                                                                                         .93%                          96.45%

Short-term securities                                                                                                    3.08
Excess of cash and receivables over payables (including foreign
  currency contracts)                                                                                                     .47

Net Assets                                                                                                            100.00%




                                                                                                                  
EQUITY SECURITIES                                                                                                         Value
(common and preferred stocks)                                                                      Shares                 (000)

Argentina  -  0.33%
BI SA (acquired 10/21/93, cost: $4,567,000) (1)  (2)                                            4,952,159                $1,973
Grupo Financiero Galicia SA, Class B (2)                                                                5                     -
Hidroneuquen SA (acquired 11/11/93, cost: $29,239,000) (1)  (2)  (3)                           28,022,311                   875
IRSA Inversiones y Representaciones SA (GDR) (2)                                                  405,900                 4,566
Nortel Inversora SA, Class B, preferred (ADR) (2)                                               3,477,900                24,380
Telecom Argentina SA, Class B (ADR) (2)                                                         1,950,046                21,373
                                                                                                                         53,167

Brazil  -  11.72%
ALL - America Latina Logistica, preferred nominative (2)                                        1,196,000                35,587
ALL - America Latina Logistica, preferred nominative (GDR) (2)                                    218,900                12,915
Banco Bradesco SA, preferred nominative                                                           999,000                24,168
Banco Bradesco SA, preferred nominative, rights, expire January 27, 2005 (2)                       36,849                   334
Banco Itau Holding Financeira SA, preferred nominative                                            422,602                63,510
Banco Itau Holding Financeira SA, preferred nominative (ADR)                                      230,100                17,297
Bradespar SA, preferred nominative (2)                                                            599,250                19,749
Celular CRT SA, ordinary nominative                                                             2,255,641                   344
Celular CRT SA, Class A, preferred nominative                                                 101,573,000                20,468
Centrais Eletricas Brasileiras SA - ELETROBRAS, ordinary nominative                           268,720,000                 3,897
Centrais Eletricas Brasileiras SA - ELETROBRAS, ordinary nominative (ADR)                         231,980                 1,609
Centrais Eletricas Brasileiras SA - ELETROBRAS, Class B, preferred nominative               1,971,531,300                29,109
Cia. de Bebidas das Americas - AmBev, preferred nominative (ADR)                                8,737,010               247,520
Cia. Energetica de Minas Gerais - CEMIG, preferred nominative                               1,286,072,000                31,437
Cia. Energetica de Minas Gerais - CEMIG, preferred nominative (ADR)                               200,600                 4,923
Cia. Vale do Rio Doce, ordinary nominative (ADR)                                                1,192,690                34,600
Cia. Vale do Rio Doce, Class A, preferred nominative (ADR)                                      5,726,056               139,601
GOL Linhas Aereas Inteligentes SA, preferred nominative (ADR) (2)                                 197,000                 6,280
Itausa - Investimentos Itau SA, preferred nominative                                          165,392,722               286,556
LIGHT-Servicos de Eletricidade SA, ordinary nominative (2)                                    127,393,000                 3,006
Natura Cosmeticos SA, ordinary nominative                                                       1,133,000                33,073
New GP Capital Partners, LP, Class B (acquired 1/28/94, cost:
     $14,762,000) (1)  (2)  (3)                                                                   27,000                 7,650
Petroleo Brasileiro SA - Petrobras, ordinary nominative                                           791,310                31,742
Petroleo Brasileiro SA - Petrobras, preferred nominative                                          128,600                 4,706
Petroleo Brasileiro SA - Petrobras, preferred nominative (ADR)                                  1,792,286                64,899
TIM Participacoes SA, ordinary nominative                                                   8,376,415,124                12,210
TIM Participacoes SA, preferred nominative (ADR)                                                4,868,853                75,078
Tele Centro Oeste Celular Participacoes SA, ordinary nominative                                14,962,504                    73
Tele Centro Oeste Celular Participacoes SA, preferred nominative                            5,061,882,438                16,644
Tele Centro Oeste Celular Participacoes SA, preferred nominative (ADR)                          7,735,138                76,346
Telecomunicacoes Brasileiras SA, preferred nominative (ADR)                                       241,000                 7,755
Telecomunicacoes de Sao Paulo SA, preferred nominative                                         32,273,000                   616
Tele Leste Celular Participacoes SA, ordinary nominative (2)                                3,858,906,532                   770
Tele Leste Celular Participacoes SA, preferred nominative (ADR) (2)                               705,223                 8,568
Telemar Norte Leste SA, Class A, preferred nominative                                           2,935,968                74,699
Telemig Celular Participacoes SA, ordinary nominative                                       3,644,145,317                11,571
Telemig Celular Participacoes SA, preferred nominative (ADR)                                    1,015,658                28,672
Telemig Celular SA, Class G, preferred nominative                                                  38,529                 6,530
Tele Norte Celular Participacoes SA, ordinary nominative (2)  (3)                           9,214,930,561                 2,221
Tele Norte Celular Participacoes SA, preferred nominative (ADR) (3)                               453,978                 4,145
Tele Norte Leste Participacoes SA, preferred nominative                                           741,313                12,397
Tele Norte Leste Participacoes SA, preferred nominative (ADR)                                      20,400                   344
Telesp Celular Participacoes SA, preferred nominative (ADR) (2)                                18,814,991               127,942
Unibanco-Uniao de Bancos Brasileiros SA, units                                                  4,070,000                26,673
Unibanco-Uniao de Bancos Brasileiros SA, units (GDR)                                            7,389,054               234,381
Usinas Siderurgicas de Minas Gerais SA, Class A, preferred nominative                           1,593,298                32,376
                                                                                                                      1,884,991

Canada  -  0.83%
Crew Gold Corp. (2)                                                                             1,715,300                 1,687
Ivanhoe Mines Ltd. (2)  (3)                                                                    17,189,000               123,904
Telesystem International Wireless Inc. (2)                                                        660,300                 7,389
                                                                                                                        132,980

Chile  -  1.17%
Banco Santander - Chile  (ADR)                                                                    802,415                27,170
Cia. de Telecomunicaciones de Chile SA (ADR)                                                    3,019,385                33,938
Comercial Siglo XXI SA                                                                          5,131,270                11,085
Distribucion y Servicio D&S SA                                                                  7,400,800                 2,218
Embotelladora Andina SA, Class A, preferred nominative (ADR)                                    2,909,700                38,001
Embotelladora Andina SA, Class B, preferred nominative (ADR)                                    1,039,373                13,522
Enersis SA (2)                                                                                 36,328,700                 6,115
Enersis SA (ADR) (2)                                                                            6,519,200                55,478
                                                                                                                        187,527

China  -  3.52%
Anhui Conch Cement Co. Ltd. (Hong Kong) (3)                                                    40,197,000                43,700
BYD Co. Ltd. (Hong Kong) (3)                                                                   12,432,000                32,949
China Life Insurance Co. Ltd. (Hong Kong) (2)                                                  94,419,500                63,167
China Life Insurance Co. Ltd. (ADR) (2)                                                         1,519,400                40,173
China Mengniu Dairy Co. (Hong Kong) (2)                                                        21,559,000                16,919
China Merchants Holdings (International) Co. Ltd.  (Hong Kong)                                 11,466,014                21,611
China Mobile (Hong Kong) Ltd.                                                                   4,205,800                14,258
China Netcom Group Corp. (Hong Kong) Ltd. (2)                                                  29,877,500                40,553
China Oilfield Services Ltd. (Hong Kong)                                                       27,123,000                 8,288
China Shipping Development Co. Ltd. (Hong Kong)                                                 7,196,000                 6,388
China Telecom Corp. Ltd. (Hong Kong)                                                          103,939,800                38,111
Huaneng Power International, Inc. (Hong Kong)                                                  17,862,400                13,329
Lianhua Supermarket Holdings Co. Ltd. (Hong Kong)                                              11,912,000                14,559
NetEase.com, Inc. (ADR) (2)                                                                       469,100                24,783
PetroChina Co. Ltd. (Hong Kong)                                                                50,490,100                26,958
PICC Property and Casualty Co. Ltd. (Hong Kong) (2)                                            70,689,600                24,555
Semiconductor Manufacturing International Corp. (Hong Kong) (2)                               119,817,000                26,052
Semiconductor Manufacturing International Corp. (ADR) (2)                                         642,800                 6,923
Tong Ren Tang Technologies Co. Ltd. (Hong Kong) (3)                                             5,529,900                12,130
Tsingtao Brewery Co. Ltd. (Hong Kong)                                                          27,397,100                27,670
UBS AG Call Warrants on Beijing Yanjing Brewery Co. Ltd., A Shares, expire
     June 14, 2005 (acquired 6/15/04, cost: $28,510,000) (1)  (2)                              19,833,720                28,469
Weiqiao Textile Co. Ltd. (Hong Kong)                                                            3,990,000                 6,288
Wumart Stores, Inc. (Hong Kong) (2)  (3)                                                        6,735,000                10,831
Yanzhou Coal Mining Co. Ltd. (Hong Kong)                                                        4,829,000                 6,896
Zhejiang Expressway Co. Ltd. (Hong Kong)                                                       15,048,000                10,358
                                                                                                                        565,918

Colombia  -  0.23%
Cia. de Cemento Argos, SA                                                                       4,010,764                37,172

Croatia  -  0.17%
PLIVA DD (GDR)                                                                                  2,151,278                26,891

Czech Republic  -  0.91%
CESKY TELECOM, AS                                                                               6,319,940               104,157
Komercni Finance BV                                                                               284,500                41,554
                                                                                                                        145,711

Egypt  -  0.32%
Egyptian Company for Mobile Services S.A.E.                                                     2,435,881                52,215

Hong Kong  -  1.46%
China.com Corp., Class A (2)                                                                    2,963,600                13,662
China Power International Development Ltd. (2)                                                 10,310,000                 3,814
Clear Media Ltd. (2)                                                                           22,774,000                21,242
Hopewell Holdings Ltd.                                                                         30,770,000                78,977
Kingway Brewery Holdings Ltd.                                                                  30,631,300                 8,966
Shangri-La Asia Ltd.                                                                           25,893,246                37,144
SINA Corp. (2)                                                                                  1,642,700                52,665
Texwinca Holdings Ltd.                                                                         19,148,700                18,107
                                                                                                                        234,577

Hungary  -  0.90%
Gedeon Richter Ltd.                                                                                 5,300                   664
Magyar Tavkozlesi Rt.                                                                           6,813,118                32,515
Magyar Tavkozlesi Rt. (ADR)                                                                     1,054,000                25,728
MOL Magyar Olaj- es Gazipari Rt., Class A                                                         448,802                31,472
National Savings and Commercial Bank Ltd.                                                       1,761,490                54,132
                                                                                                                        144,511

India  -  10.17%
Bharat Electronics Ltd.                                                                         1,414,966                21,498
Bharat Heavy Electricals Ltd.                                                                   3,260,445                57,837
Bharat Petroleum Corp. Ltd.                                                                     1,529,600                16,250
Bharti Tele-Ventures Ltd. (2)                                                                  39,069,420               195,528
Cummins India Ltd. (3)                                                                         10,446,937                29,603
Dr. Reddy's Laboratories Ltd.                                                                     222,333                 4,451
Grasim Industries Ltd.                                                                                 39                     1
HDFC Bank Ltd.                                                                                  4,500,452                54,171
Hindustan Lever Ltd.                                                                           16,931,594                56,164
Hindustan Petroleum Corp. Ltd.                                                                    817,723                 7,596
Housing Development Finance Corp. Ltd.                                                         12,001,044               213,496
I.T.C. Ltd.                                                                                       906,531                27,486
ICICI Bank Ltd.                                                                                 6,738,740                57,886
ICICI Bank Ltd. (ADR)                                                                           4,679,875                94,299
Indian Petrochemicals Corp. Ltd.                                                                4,255,213                17,944
Infosys Technologies Ltd.                                                                       6,217,007               300,812
Larsen & Toubro Ltd.                                                                              203,434                 4,633
Maruti Udyog Ltd.                                                                               3,367,800                35,984
Oil & Natural Gas Corp. Ltd.                                                                    1,353,206                25,666
Ranbaxy Laboratories Ltd.                                                                       5,872,474               169,959
Reliance Energy Ltd.                                                                            1,553,100                18,852
Reliance Energy Ltd. (acquired 3/4/04, cost: $42,028,000) (1)                                   2,972,200                35,176
Reliance Energy Ltd. (GDR)                                                                        624,400                22,915
Reliance Industries Ltd.                                                                        5,327,586                65,772
SET India Ltd. (acquired 5/15/00, cost: $34,131,000) (1)  (2)                                     106,250                 3,503
SET Satellite (Singapore) Pte. Ltd. (acquired 5/15/00, cost:
     $73,162,000) (1)  (2)                                                                      2,847,112                 7,475
State Bank of India                                                                               915,728                13,811
Sun Pharmaceutical Industries Ltd.                                                              2,960,000                38,042
Wipro Ltd.                                                                                      1,264,651                21,905
Zee Telefilms Ltd.                                                                              4,091,902                16,238
                                                                                                                      1,634,953

Indonesia  -  2.62%
PT Astra International Tbk                                                                     27,546,384                28,527
PT Bank Mandiri (Persero) Tbk                                                                 132,561,000                27,528
PT Bank Rakyat Indonesia                                                                       27,513,000                 8,533
PT Hanjaya Mandala Sampoerna Tbk                                                              127,023,300                91,122
Perusahaan Perseroan (Persero) PT Indonesian Satellite Corp. Tbk                                7,000,500                 4,342
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B                       488,657,202               254,345
PT Ramayana Lestari Sentosa Tbk                                                                86,587,500                 7,239
                                                                                                                        421,636

Israel  -  1.80%
Bank Hapoalim Ltd.                                                                              4,536,600                15,318
Bank Leumi le-Israel B.M.                                                                       5,063,328                13,835
"Bezeq" The Israel Telecommunication Corp. Ltd. (2)                                            41,352,700                48,224
Check Point Software Technologies Ltd. (2)                                                      1,358,100                33,450
Orbotech Ltd. (2)                                                                               1,547,325                32,757
Partner Communications Co. Ltd. (ADR) (2)                                                       2,308,600                19,785
Teva Pharmaceutical Industries Ltd. (ADR)                                                       4,235,200               126,463
                                                                                                                        289,832

Kazakhstan  -  0.02%
OJSC Kazkommertsbank (ADR) (acquired 9/10/97, cost: $1,466,000) (1)  (2)                           72,877                 3,553

Malaysia  -  5.41%
AMMB Holdings Bhd.                                                                             19,069,700                16,360
Astro All Asia Networks PLC (2)                                                                47,119,600                66,959
CIMB Bhd.                                                                                       2,042,000                 2,875
Commerce Asset-Holding Bhd.                                                                    33,106,200                40,947
EON Capital Bhd.                                                                               11,273,000                17,206
Genting Bhd.                                                                                    9,158,000                45,790
Hong Leong Bank Bhd.                                                                           24,190,000                35,012
IJM Corp. Bhd.                                                                                 16,512,714                20,597
IOI Corp. Bhd.                                                                                 11,920,900                29,802
Malakoff Bhd.                                                                                   9,168,900                17,373
Malayan Banking Bhd.                                                                           42,540,350               132,099
Malaysian Pacific Industries Bhd.                                                                 473,800                 1,870
Maxis Communications Bhd.                                                                      52,381,800               128,887
MK Land Holdings Bhd.                                                                          25,241,000                11,757
Public Bank Bhd.                                                                               32,516,800                65,034
Resorts World Bhd.                                                                              9,180,300                24,159
Road Builder (M) Holdings Bhd.                                                                 17,988,700                11,882
S P Setia Berhad Group (3)                                                                     34,837,100                39,604
Tanjong PLC                                                                                     5,558,400                20,625
Telekom Malaysia Bhd.                                                                          23,150,900                70,671
Tenaga Nasional Bhd.                                                                           10,812,700                31,015
Transmile Group Bhd.                                                                            6,041,200                14,149
UMW Holdings Bhd.                                                                              18,781,596                25,207
                                                                                                                        869,880

Mexico  -  8.64%
America Movil SA de CV, Series A                                                               16,275,000                42,798
America Movil SA de CV, Series L                                                               21,921,840                57,293
America Movil SA de CV, Series L (ADR)                                                          8,010,600               419,355
Cemex, SA de CV, ordinary participation certificates, units                                     2,319,659                16,911
Cemex, SA de CV, ordinary participation certificates, units (ADR)                                 609,595                22,201
Coca-Cola FEMSA, SA de CV, Series L (ADR)                                                         899,700                21,377
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                                               20,171,400                22,630
Desarrolladora Homex, SA de CV (ADR) (2)                                                          120,850                 2,858
Empresas ICA Sociedad Controladora, SA de CV (2)                                               63,345,100                24,447
Fomento Economico Mexicano, SA de CV (ADR)                                                      4,056,580               213,417
Grupo IMSA, SA de CV, Series UBC, units                                                         3,561,900                10,697
Grupo Industrial Saltillo, SA de CV                                                             2,827,600                 4,949
Grupo Modelo, SA de CV, Series C                                                                4,692,000                12,911
Grupo Televisa, SA, ordinary participation certificates (ADR)                                   2,605,132               157,610
Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates               31,161,300               107,675
Organizacion Soriana, SA de CV, Series B                                                        3,554,300                12,754
Urbi Desarrollos Urbanos, SA de CV (2)                                                          1,137,800                 4,973
Wal-Mart de Mexico, SA de CV, Series V                                                         66,854,930               229,750
Wal-Mart de Mexico, SA de CV, Series V (ADR)                                                      157,232                 5,393
                                                                                                                      1,389,999

Morocco  -  0.05%
Holcim (Maroc) SA                                                                                  46,585                 6,594
Societe des Brasseries du Maroc                                                                    12,332                 2,233
                                                                                                                          8,827

Peru  -  0.13%
Credicorp Ltd.                                                                                  1,275,162                20,160

Philippines  -  0.31%
ABS-CBN Holdings Corp. (Philippine Deposit Receipts)                                           11,603,500                 3,830
Ayala Corp.                                                                                   114,253,700                13,454
Ayala Land, Inc.                                                                               82,485,230                10,743
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                11,553
International Container Terminal Services, Inc. (2)                                            19,533,588                 2,056
SM Prime Holdings, Inc.                                                                        55,082,000                 7,567
                                                                                                                         49,203

Poland  -  0.44%
Bank Przemyslowo-Handlowy SA                                                                       39,799                 6,727
Telekomunikacja Polska SA                                                                       9,742,754                63,929
                                                                                                                         70,656

Russia  -  3.09%
Baring Vostok Private Equity Fund (acquired 12/15/00, cost:
     $12,747,000) (1)  (3)  (4)                                                                13,087,057                16,649
JSC MMC "Norilsk Nickel" (ADR)                                                                  2,854,670               158,434
LUKoil Holding (ADR)                                                                            1,386,259               169,817
New Century Capital Partners, LP (acquired 12/7/95, cost: $5,484,000) (1)  (2)                  5,247,900                 2,253
OAO Gazprom (ADR)                                                                                 617,904                21,936
OAO Gazprom (ADR) (acquired 10/21/96, cost: $5,646,000) (1)                                       363,900                12,918
OAO Moscow City Telephone Network                                                               3,007,500                35,940
Sberbank (Savings Bank of the Russian Federation)                                                 103,120                50,632
YUKOS Oil Co. (ADR) (2)                                                                         9,266,322                27,799
                                                                                                                        496,378

Singapore  -  0.09%
Noble Group Ltd.                                                                               16,432,000                14,597

South Africa  -  7.71%
Anglo American Platinum Corp. Ltd.                                                              1,821,472                67,090
Anglo American Platinum Corp. Ltd. 6.38% convertible preferred May 31, 2009                       212,268                 4,344
Anglo American PLC                                                                             10,257,793               243,643
AVI Ltd.                                                                                        2,990,800                12,240
Barloworld Ltd.                                                                                 3,107,800                58,783
Gold Fields Ltd.                                                                                3,402,609                42,079
Gold Fields Ltd. (ADR)                                                                            880,700                10,991
Harmony Gold Mining Co. Ltd.                                                                    8,870,612                80,814
Harmony Gold Mining Co. Ltd. (ADR)                                                              4,146,392                38,437
Impala Platinum Holdings Ltd.                                                                     535,005                45,599
Massmart Holdings Ltd.                                                                          1,867,900                15,053
Mvelaphanda Resources Ltd. (2)  (3)                                                            11,141,377                28,746
Nasionale Pers Beperk, Class N                                                                  1,426,200                19,033
Nedcor Ltd.                                                                                     1,765,211                24,437
Sappi Ltd.                                                                                        483,845                 7,146
Sasol Ltd.                                                                                     14,772,793               318,062
South Africa Capital Growth Fund, LP, Class A (acquired 8/25/95, cost:
     $893,000) (1)  (2)                                                                            2,180                   270
South Africa Capital Growth Fund, LP, Class D (acquired 8/25/95, cost:
     $5,387,000) (1)  (2)                                                                         13,650                 1,693
South African Private Equity Fund III, LP (acquired 9/23/98, cost:
     $25,247,000) (1)  (3)                                                                        29,008                43,522
South African Private Equity Fund III, Ltd. (acquired 10/6/00, cost:
     $82,000) (1)                                                                                  1,325                     -
SPAR Group Ltd. (2)                                                                             3,415,000                13,065
Standard Bank Group Ltd.                                                                        8,697,414               101,831
Tiger Brands Ltd.                                                                               3,415,000                58,881
Truworths International Ltd.                                                                    1,574,400                 4,790
                                                                                                                      1,240,549

South Korea  -  17.56%
Baiksan OPC Co., Ltd.                                                                             560,100                 3,138
Cheil Communications Inc.                                                                         142,870                20,773
CJ Home Shopping Co., Ltd.                                                                         52,679                 3,028
Daewoo Heavy Industries & Machinery Co., Ltd.  (2)                                              3,541,130                27,368
Hanaro Telecom, Inc. (ADR)  (2)                                                                 2,021,671                 5,964
Hankook Tire Co., Ltd.                                                                          3,798,420                37,430
Hynix Semiconductor Inc. (2)                                                                    2,400,180                27,014
Hyundai Development Co.                                                                         1,280,374                20,410
Hyundai Marine & Fire Insurance Co., Ltd.                                                       1,634,250                 6,126
Hyundai Motor Co.                                                                               3,458,374               185,431
Hyundai Motor Co., nonvoting preferred                                                            500,730                13,980
INI Steel Co.                                                                                      54,000                   704
INI Steel Co. (GDS)                                                                             1,701,090                22,186
Kookmin Bank (2)                                                                                6,316,095               247,128
Kookmin Bank (ADR) (2)                                                                          1,135,144                44,361
Kook Soon Dang Brewery Co., Ltd.                                                                  881,800                10,904
Korea Electric Power Corp.                                                                      6,873,240               178,289
KT Corp.                                                                                        1,047,000                41,977
KT Corp. (ADR)                                                                                    125,400                 2,735
KT&G Corp.                                                                                      1,805,150                53,975
LG Cable Ltd. (3)                                                                               1,629,160                33,918
LG Electronics Inc.                                                                               216,520                13,408
LG Engineering & Construction Co., Ltd.                                                         1,327,560                36,552
LG.Philips LCD Co., Ltd.  (2)                                                                     186,900                 7,042
LG.Philips LCD Co., Ltd. (ADR)  (2)                                                             5,748,100               103,408
Nong Shim Co., Ltd.                                                                               216,010                52,067
Pulmuone Co., Ltd.                                                                                227,550                11,431
Samsung Electronics Co., Ltd.                                                                   1,481,379               644,731
Samsung Electronics Co., Ltd. (GDS)                                                             1,565,854               342,922
Samsung Fire & Marine Insurance Co., Ltd.                                                       1,363,091               107,325
Samsung SDI Co., Ltd.                                                                             809,236                88,343
Samsung Securities Co., Ltd.                                                                      774,200                18,773
Shinhan Financial Group Co., Ltd.                                                              10,516,430               237,740
Shinhan Financial Group Co., Ltd. (ADR)                                                           190,950                 8,717
SK Telecom Co., Ltd.                                                                              410,232                78,075
SK Telecom Co., Ltd. (ADR)                                                                        164,212                 3,654
Woori Finance Holdings Co., Ltd.  (2)                                                           9,967,910                82,143
                                                                                                                      2,823,170

Sweden  -  0.14%
Oriflame Cosmetics SA (2)                                                                         946,750                21,906

Taiwan  -  10.48%
Advanced Semiconductor Engineering Inc. (2)                                                   149,182,964               112,804
Asia Corporate Partners Fund, Class B (acquired 3/12/96, cost: $5,019,000)(1)(2)                  39,360                 3,738
ASUSTeK Computer Inc.                                                                          21,763,237                57,939
AU Optronics Corp.                                                                             22,289,000                32,233
AU Optronics Corp. (ADR)                                                                          502,600                 7,197
Cathay Financial Holding Co., Ltd.                                                             28,906,000                59,196
Chinatrust Financial Holding Co., Ltd.                                                         95,756,169               114,340
Delta Electronics Inc.                                                                         26,714,787                47,134
Fubon Financial Holding Co., Ltd.                                                             175,406,000               179,606
High Tech Computer Corp.                                                                        5,601,888                27,003
Hon Hai Precision Industry Co., Ltd.                                                           54,859,994               254,077
Hon Hai Precision Industry Co., Ltd. (GDR)                                                      2,487,322                23,455
Hotai Motor Co., Ltd.                                                                           4,717,000                 9,660
MediaTek Incorporation                                                                         24,496,673               166,707
Mega Financial Holding Co., Ltd.                                                               84,247,000                58,129
President Chain Store Corp.                                                                    24,514,517                39,390
Quanta Computer Inc.                                                                           32,953,899                59,180
Quanta Computer Inc. (GDR)                                                                      1,046,233                 9,155
Seres Capital (Cayman) (acquired 3/12/96, cost: $12,000)  (1)  (3)                                      2                    14
Seres Capital (Cayman), nonvoting (acquired 3/12/96, cost: $63,000)  (1)  (3)                           8                    73
Siliconware Precision Industries Co., Ltd.                                                     42,055,000                34,715
SinoPac Holdings                                                                               13,975,435                 8,234
Taiwan Cement Corp.                                                                            41,731,000                27,479
Taiwan Hon Chuan Enterprise Co., Ltd.                                                           5,794,150                 5,239
Taiwan Semiconductor Manufacturing Co., Ltd.                                                  157,895,533               251,220
Taiwan Semiconductor Manufacturing Co., Ltd. (ADR)                                              2,194,100                18,628
Test-Rite International Co., Ltd.                                                              14,736,642                 9,286
Tong Yang Industry Co., Ltd. (3)                                                               21,933,243                33,791
Vanguard International Semiconductor Corp. (2)                                                 21,579,350                15,025
VIA Technologies Inc. (2)                                                                      37,120,150                20,349
                                                                                                                      1,684,996

Thailand  -  0.64%
Advanced Info Service PCL                                                                       6,988,000                19,246
BEC World PCL                                                                                  23,000,000                 9,295
Electricity Generating PCL                                                                      6,108,747                11,793
Electricity Generating PCL, nonvoting depositary receipts                                       9,262,600                17,643
Siam Cement PCL                                                                                 1,185,400                 8,421
Siam Cement PCL, nonvoting depositary receipts                                                  2,666,290                16,746
Siam City Cement PCL                                                                            3,096,924                19,450
                                                                                                                        102,594

Turkey  -  2.41%
Akbank Turk AS                                                                             13,493,726,000                83,771
Aktas Elektrik Ticaret AS (2)                                                                   4,273,718                     -
Anadolu Efes Biracilik ve Malt Sanayii AS                                                   3,816,381,000                77,321
Koc Holding AS                                                                              1,372,336,000                 8,979
Migros Turk TAS                                                                             5,744,676,000                47,837
Tansas Perakende Magazacilik Ticaret AS (2)                                                 7,948,176,000                 9,455
TUPRAS-Turkiye Petrol Rafinerileri AS                                                       1,107,909,000                11,285
Turkcell Iletisim Hizmetleri AS                                                               798,491,000                 5,581
Turkiye Is Bankasi AS, Class C                                                             13,545,053,000                75,027
Yapi ve Kredi Bankasi AS (2)                                                               21,461,355,000                67,655
                                                                                                                        386,911

Ukraine  -  0.00%
JKX Oil & Gas PLC                                                                                 283,631                   636

United Kingdom  -  0.05%
Marakand Minerals Ltd. (2)                                                                        674,304                   258
Oxus Gold PLC (2)                                                                               7,720,000                 8,099
                                                                                                                          8,357

United States of America  -  0.07%
AsiaInfo Holdings, Inc. (2)                                                                       936,540                 5,582
Sohu.com Inc. (2)                                                                                 297,400                 5,267
                                                                                                                         10,849

Venezuela  -  0.27%
Cia. Anonima Nacional Telefonos de Venezuela (CANTV), Class D (ADR)                             1,936,189                43,351

Vietnam  -  0.06%
Vietnam Enterprise Investments Ltd., Redeemable (acquired 9/20/01, cost:
     $8,432,000) (1)  (2)  (3)                                                                  7,888,071                 9,939

Multinational  -  0.38%
Capital International Global Emerging Markets Private Equity Fund, LP
     (acquired 6/30/99, cost: $32,825,000) (1)  (3)  (4)                                           56,000                31,025
New Asia East Investment Fund Ltd., Class A (acquired 5/23/96, cost:
     $733,000 (1)  (3)                                                                            279,240                   502
New Asia East Investment Fund Ltd., Class B (acquired 5/23/96, cost:
     $10,008,000) (1)  (3)                                                                      3,810,369                 6,844
New Europe East Investment Fund Ltd., Class B (acquired 6/4/93, cost:
     $9,038,000) (1)  (3)                                                                             436                16,885
Pan Asia Special Opportunities Fund (Cayman) (acquired 10/18/00, cost:
     $5,914,000) (1)  (2)  (3)  (4)                                                               600,000                 5,303
                                                                                                                         60,559

Miscellaneous  -  1.43%
Equity securities in initial period of acquisition                                                                      230,594


Total equity securities (cost: $9,134,056,000)                                                                       15,359,745



                                                                                                 Units or
Bonds and notes                                                                                 principal                 Value
                                                                                             amount (000)                 (000)

Argentina  -  0.23%
    Multicanal SA:
         9.25% February 1, 2002 (5)                                                                $2,609                $1,187
         10.50% February 1, 2007 (6)                                                                1,244                   566
         10.50% April 15, 2018 (6)                                                                  2,289                 1,041
         13.125% April 15, 2009  (6)                                                                1,122                   511
   Republic of Argentina:
       1.98% August 3, 2012 (7)                                                                     1,424                 1,201
       9.75% September 19, 2027 (6)                                                                 4,830                 1,618
       15.50% December 19, 2008 (6)                                                                 2,000                   670
   Telecom Argentina 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                11,555
        0% August 18, 2003 Agent- Bayerische Landesbank Girozentrale/Loan
        Participation Agreements (participation - Credit Suisse First Boston
        International) (5) (8)                                                                JPY 440,908                 4,098
        0% September 25, 2003 Agent- Bank of America, N.A./Loan Participation
        Agreements (participation - Credit Suisse First Boston
        International) (5) (8)                                                                     $3,965                 3,787
        0% October 7, 2003 Agent- Bank of America, N.A./Loan Participation
        Agreements (participation - Credit Suisse First Boston
        International) (5) (8)                                                                      3,965                 3,787
        Series K, 7.25% July 1, 2002 (5)                                                        EUR 3,205                 4,146
        Series 1, 8.375% April 8, 2004 (5)                                                          1,145                 1,481
        Series 2, 9.50% July 2, 2004 (5)                                                            1,480                 1,914
                                                                                                                         37,562

Brazil  -  0.10%
   Banco Bradesco SA 17.50% December 10, 2007                                                  BRL 16,710                 6,470
   Federal Republic of Brazil:
       11.00% August 17, 2040                                                                      $3,785                 4,496
       Capitalization Payment-in-Kind Bond, 8.00% April 15, 2014                                      318                   325
       Debt Conversion Bond, Series L, 3.125% April 15, 2012 (7)                                    5,559                 5,323
                                                                                                                         16,614

Bulgaria  -  0.01%
   Republic of Bulgaria 7.50% January 15, 2013                                                    EUR 750                 1,262

Colombia  -  0.09%
   Republic of Colombia:
       10.00% January 23, 2012                                                                     $5,140                 5,962
       10.375% January 28, 2033                                                                     1,755                 2,036
       10.75% January 15, 2013                                                                      3,335                 4,002
       11.75% February 25, 2020                                                                     1,340                 1,729
                                                                                                                         13,729

Dominican Republic  -  0.03%
   Dominican Republic:
       3.50% August 30, 2024 (7)                                                                      500                   406
       9.04% January 23, 2013 (acquired 1/16/03, cost: $2,400,000) (1)                              2,400                 1,998
       9.50% September 27, 2006                                                                       820                   774
       9.50% September 27, 2006 (acquired 9/20/01, cost: $2,307,000) (1)                            2,305                 2,175
                                                                                                                          5,353

Ecuador  -  0.01%
   Republic of Ecuador 8.00% August 15, 2030 (7)                                                    2,320                 2,010

India  -  0.02%
   Hindustan Lever Ltd. 9.00% debenture January 1, 2005                                            23,754 units           3,368


Malaysia  -  0.03%
   Tenaga Nasional Bhd. 2.625% convertible debenture November 20, 2007                             $3,979                 4,476

Mexico  -  0.05%
   United Mexican States Government:
       Series MI10, 8.00% December 19, 2013                                                       MXN 494                 3,973
       Series M20, 8.00% December 7, 2023                                                             471                 3,330
                                                                                                                          7,303

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

Peru  -  0.02%
   Republic of Peru:
       9.125% February 21, 2012                                                                      $934                 1,093
       9.875% February 6, 2015                                                                      2,035                 2,503
                                                                                                                          3,596

Philippines  -  0.04%
   Republic of Philippines 10.625% March 16, 2025                                                   6,176                 6,624

Russia  -  0.08%
   Gaz Capital SA 8.625% April 28, 2034 (acquired 4/23/04, cost: $1,100,000) (1)                    1,100                 1,292
   Russian Federation:
       5.00% March 31, 2030 (7)                                                                     1,150                 1,190
       5.00% March 31, 2030 (acquired 8/25/00, cost: $3,474,000) (1)  (7)                           7,540                 7,804
       8.25% March 31, 2010                                                                           555                   617
       8.25% March 31, 2010 (acquired 8/25/00, cost: $1,914,000) (1)                                2,396                 2,663
                                                                                                                         13,566

Turkey  -  0.05%
   Republic of Turkey 20.00% October 17, 2007                                           TRL 9,775,000,000                 7,773

Venezuela  -  0.16%
    Petrozuata Finance, Inc., Series B, 8.22% April 1, 2017 (acquired 4/12/02,
      cost: $1,181,000) (1)                                                                        $1,520                 1,526
    Republic of Venezuela:
       9.25% September 15, 2027                                                                    19,495                20,616
      10.75% September 19, 2013                                                                     2,985                 3,582
                                                                                                                         25,724


Total bonds and notes (cost: $113,998,000)                                                                              148,960



                                                                                                 Units or
Short-term securities                                                                           principal                 Value
                                                                                             amount (000)                 (000)

U.S. government short-term obligations  -  2.67%
U.S. Treasury Bills 1.87%-2.07% due 1/6-2/17/05                                                  $429,500               428,872

Corporate short-term notes  -  0.36%
BMW U.S. Capital Corp. 2.15% due 1/3/05                                                             2,300                $2,300
Danske Corp., Delaware 2.29% due 1/7/05                                                            20,670                20,661
Emerson Electric Co. 2.20% due 1/5/05                                                              25,000                24,992
IXIS Commercial Paper Corp. 2.23% due 1/4/05                                                       10,500                10,497
                                                                                                                         58,450

Non-U.S. currency  -  0.05%
Taiwan New Dollar                                                                             TWD 248,087                 7,816


Total short-term securities  (cost: $494,642,000)                                                                       495,138

Total investment securities  (cost: $9,742,696,000)                                                                  16,003,843

Net unrealized depreciation on foreign currency contracts (9)                                                           (25,392)

Excess of cash and receivables over payables                                                                            101,571

Net assets                                                                                                          $16,080,022


(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. securites 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 December 31, 2004, the total
    market value and cost of such securities were $257,760,000 and
    $375,064,000, respectively, and the market value represented 1.60% 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 issuers
    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) As of December 31, 2004, the net unrealized foreign currency contracts
    payable consists of the following:


                                                                                         

                                           Non-U.S.                     U.S.      Amount                Unrealized
                                                                                                        depreciation
                                           (000)                       (000)      (000)                     (000)
- ---------------------------------------------------------------------------------------------------------------------
Sales
Czech Koruna to Euro expiring 2/28/05       CZK1,018,161/EUR31,893   $  43,229  $  45,418               $  (2,189)
South African Rand  to U.S. Dollar
  expiring 1/28-8/17/05                     ZAR1,646,802               265,453    288,656                 (23,203)
                                                                                                     --------------

Foreign currency contracts ---net                                                                        $(25,392)

                                                                                                     =============



Abbreviations

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

Non-U.S. currency:
BRL - Brazilian Real
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




                                                                                            
FINANCIAL STATEMENTS                                                        (Unaudited)

Statement of assets and liabilities
at December 31, 2004
(dollars in thousands, except per-share data)


Assets:
 Investment securities at market:
  Unaffiliated issuers (cost: $9,299,371)                                               $15,469,020
  Affiliated issuers (cost: $443,325)                                                      $534,823              $16,003,843
                                                                                                   -------------------------
 Cash                                                                                                                 22,467
 Receivables for--
  Sales of investments                                                                       37,626
  Sales of fund's shares                                                                      2,029
  Dividends and interest                                                                     74,737
  Non-U.S. taxes                                                                             17,684                  132,076
                                                                            -------------------------
                                                                                                    ------------------------
                                                                                                                  16,158,386
                                                                                                    ------------------------
Liabilities:
 Payables for--
  Purchases of investments                                                                                            28,993
  Unfunded capital commitments                                                                                        12,188
  Open forward currency contracts                                                                                     25,392
  Investment advisory fee                                                                                              8,162
  Other fees and expenses                                                                                              2,593
  Non-U.S. taxes                                                                                                       1,036
                                                                                                    ------------------------
                                                                                                                      78,364
                                                                                                    ------------------------
Net assets at December 31, 2004 --
  Equivalent to $72.62 per share on
  221,432,583 shares of $0.01 par value
  capital stock outstanding (authorized
  capital stock -- 400,000,000 shares)                                                                           $16,080,022
                                                                                                              ==============



Net assets consist of:
  Capital paid in on shares of capital stock                                                                     $10,059,815
  Distributions in excess of net investment income                                                                  (107,133)
  Accumulated net realized loss                                                                                     (110,325)
  Net unrealized appreciation                                                                                      6,237,665
                                                                                                    ------------------------

 Net assets at December 31, 2004                                                                                 $16,080,022
                                                                                                              ==============
 See Notes to Financial Statements


Statement of operations                                                     (Unaudited)
for the six months ended December 31, 2004                                  (dollars in
                                                                            thousands)


Investment income:
 Income:
  Dividends (net of non-U.S. withholding tax of $33,141;                                   $205,689
  also includes $12,046 from affiliates)
  Interest (net of non-U.S. withholding tax of $22;                                          10,241                $ 215,930
  also includes $58 from affiliates)
                                                                            -------------------------
 Fees and expenses:
  Investment advisory services                                                               48,180
  Custodian                                                                                   6,012
  Registration statement and prospectus                                                          16
  Auditing and legal                                                                            294
  Reports to shareholders                                                                        19
  Directors' compensation                                                                       228
  Other                                                                                         178                   54,927
                                                                            ----------------------------------------
 Net investment income                                                                                               161,003
                                                                                                    ------------------------
Realized gain and unrealized
 appreciation on investments:
 Net realized gain before non-U.S. taxes (includes                                        1,731,740
  $7,624 net loss from affiliates)
 Non-U.S. taxes                                                                             (15,410)
                                                                            -------------------------
  Net realized gain on investments                                                                                 1,716,330

 Net change in unrealized appreciation on investment
  securities and other assets and liabilities                                             1,448,308
 Net change in unrealized depreciation
   on open forward currency contracts                                                         4,600
                                                                            -------------------------
  Net change in unrealized appreciation                                                   1,452,908
  Non-U.S. taxes                                                                             30,661
                                                                            -------------------------
   Net change in unrealized appreciation on
    investments                                                                                                    1,483,569
                                                                                                    ------------------------
 Net realized gain and net change in unrealized
  appreciation on investments                                                                                      3,199,899
                                                                                                    ------------------------
Net increase in net assets resulting
 from operations                                                                                                 $ 3,360,902
                                                                                                              ==============

Financial statements

Statement of changes in net assets
(dollars in thousands)                                                            (unaudited)
                                                                               Six months ended            Year ended
                                                                                 December 31,               June 30,
                                                                                     2004                     2004
                                                                            ----------------------------------------------------
Operations:
 Net investment income                                                                    $ 161,003                $ 299,844
 Net realized gain on investments                                                         1,716,330                2,818,559
 Net change in unrealized appreciation
  on investments                                                                          1,483,569                1,540,016
                                                                            -----------------------------       -------------
  Net increase in net assets
   resulting from operations                                                              3,360,902                4,658,419
                                                                            -----------------------------       -------------
Dividends and distributions paid
 to shareholders:
 Dividends from net
  investment income                                                                        (236,317)                (412,626)
                                                                            -----------------------------       -------------
Capital share transactions:
 Proceeds from shares sold:
  3,103,495 and 19,080,947 shares, respectively                                             193,367                1,152,989
 Proceeds from shares issued in
  reinvestment of net investment
  income dividends:
  3,152,874 and 6,472,738 shares, respectively                                              213,261                  378,267
 Cost of shares repurchased:
  50,353,435 and 100,778,444 shares, respectively                                        (3,209,439)              (6,173,186)
                                                                            -----------------------------       -------------

  Net decrease in net assets
   resulting from capital share
   transactions                                                                          (2,802,811)              (4,641,930)
                                                                            -----------------------------       -------------
Total increase (decrease) in net assets                                                     321,774                 (396,137)

Net assets:
 Beginning of period                                                                     15,758,248               16,154,385
                                                                            -----------------------------       -------------
 End of period
  (including distributions in excess of net investment
  income:($107,133) and ($31,819), respectively)                                        $16,080,022              $15,758,248
                                                                                     ==============           ==============
 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  an
          independent  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.  If  significant
          events occur after the close of markets  outside the United States and
          before  the  fund's net asset  value is next  determined,  appropriate
          adjustments  to closing  market  prices  may be made to reflect  these
          events.  Events  of this type may  include,  but are not  limited  to,
          significant  movements  in the  U.S.  market,  earthquakes  and  other
          natural disasters,  or unanticipated market closures.  At December 31,
          2004, out of the 396 securities in the fund's portfolio, 39 securities
          were fair valued with an aggregate value of $242,986,000.

          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.  During the six months ended  December  31, 2004,  tax law
amendments in India resulted in the abolishment of long-term  capital gain taxes
on sales  transacted on recognized  stock  exchanges.  As a result,  the accrued
non-U.S.  taxes on unrealized gains were reduced by $56,903,000 on September 30,
2004,  the enactment  date of the tax law  amendments.  As of December 31, 2004,
accrued non-U.S.  taxes on unrealized gains were $34,000, which were included in
the payable for non-U.S. taxes.

The receivable for non-U.S.  taxes includes $16,689,000 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  $59,229,000 for the six months ended December
31, 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 $236,317,000
was ordinary income.

As of December 31, 2004,  distributions  in excess of net investment  income and
currency losses on a tax basis were $55,137,000.

As of December 31, 2004, the fund had available a capital loss  carryforward  of
$34,272,000, expiring 2011. The capital loss carryforward will be used to offset
any capital  gains  realized by the fund in the  current  year or in  subsequent
years through the  expiration  date. The fund will not make  distributions  from
capital gains while a capital loss carryforward remains.

As of December 31, 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 $9,893,892,000. Net unrealized appreciation on
investments,  excluding forward currency contracts,  aggregated  $6,109,917,000,
net of  accumulated  deferred taxes totaling  $34,000,  of which  $6,841,698,000
related to  appreciated  securities  and  $731,781,000  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 $1,000 for the six months ended December 31, 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 six months ended  December 31, 2004 was $228,000,  representing  $194,000 in
current fees  (either  paid in cash or deferred)  and $34,000 in net increase in
the value of  deferred  compensation  amounts.  As of  December  31,  2004,  the
cumulative  amount of these  liabilities  was $536,000.  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
December 31, 2004, the total value of restricted  securities  was  $257,760,000,
which represents 1.60% 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 $2,008,295,000 and $5,195,956,000,  respectively,  during the six
months ended December 31, 2004.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
six months ended  December 31, 2004, the custodian fee of $6,012,000 is reported
net of a $26,000 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 six months ended December 31, 2004 is as follows:



                                                                                                              


                                                                                       Beginning       Purchases/          Sales/
Issuer                                                                                    shares        additions      reductions

Affiliated issuers:
Anhui Conch Cement                                                                    39,937,000          260,000               -
BYD                                                                                   13,299,000                -         867,000
Cummins India                                                                         10,446,937                -               -
Ivanhoe Mines                                                                         17,189,000                -               -
LG Cable                                                                               1,629,160                -               -
Mvelaphanda Resources                                                                  9,142,000        1,999,377               -
S P Setia Berhad                                                                      34,837,100                -               -
Tele Norte Celular Participacoes                                                   9,215,384,539                -               -
Tong Ren Tang Technologies                                                             5,529,900                -               -
Tong Yang Industry                                                                    21,298,340          634,903               -
Wumart Stores                                                                          6,460,000          275,000               -

Affiliated private equity funds/private placements:
Baring Vostok Private Equity Fund                                                     13,087,057                -               -
Capital International Global Emerging Markets Private Equity Fund                         56,000                -               -
Hidroneuquen                                                                          28,022,311                -               -
New Asia East Investment Fund                                                          4,089,609                -               -
New Europe East Investment Fund                                                              436                -               -
New GP Capital Partners                                                                   27,000                -               -
Pan Asia Special Opportunities Fund                                                      600,000                -               -
Seres Capital                                                                                 10                -               -
South African Private Equity Fund III, LP                                                 29,008                -               -
Vietnam Enterprise Investments                                                         7,888,071                -               -

Unaffiliated issuers:(1)
Advanced Semiconductor Engineering                                                   195,145,191       10,374,773      56,337,000
Embotelladora Andina                                                                   6,429,023                -       2,479,950
Housing Development Finance                                                           16,637,984                -       4,636,940
Hyundai Development                                                                    4,443,274                -       3,162,900
LG Engineering & Construction                                                          2,589,070                -       1,261,510
Shanghai Forte Land                                                                   55,154,000                -      55,154,000
UMW Holdings                                                                          25,827,796                -       7,046,200




                                                                                                         Dividend
                                                                                                     and interest
                                                                                          Ending           income           Value
Issuer                                                                                    shares            (000)           (000)

Affiliated issuers:
Anhui Conch Cement                                                                    40,197,000            $   -         $43,700
BYD                                                                                   12,432,000                -          32,949
Cummins India                                                                         10,446,937              454          29,603
Ivanhoe Mines                                                                         17,189,000                -         123,904
LG Cable                                                                               1,629,160            1,306          33,918
Mvelaphanda Resources                                                                 11,141,377                -          28,746
S P Setia Berhad                                                                      34,837,100              396          39,604
Tele Norte Celular Participacoes                                                   9,215,384,539                -           6,366
Tong Ren Tang Technologies                                                             5,529,900                -          12,130
Tong Yang Industry                                                                    21,933,243              896          33,791
Wumart Stores                                                                          6,735,000                -          10,831

Affiliated private equity funds/private placements:
Baring Vostok Private Equity Fund                                                     13,087,057               96          16,649
Capital International Global Emerging Markets Private Equity Fund                         56,000              130          31,025
Hidroneuquen                                                                          28,022,311                -             875
New Asia East Investment Fund                                                          4,089,609                3           7,346
New Europe East Investment Fund                                                              436                -          16,885
New GP Capital Partners                                                                   27,000                -           7,650
Pan Asia Special Opportunities Fund                                                      600,000                -           5,303
Seres Capital                                                                                 10               58              87
South African Private Equity Fund III, LP                                                 29,008              386          43,522
Vietnam Enterprise Investments                                                         7,888,071                -           9,939

Unaffiliated issuers:(1)
Advanced Semiconductor Engineering                                                   149,182,964                -               -
Embotelladora Andina                                                                   3,949,073              348               -
Housing Development Finance                                                           12,001,044            4,920               -
Hyundai Development                                                                    1,280,374              718               -
LG Engineering & Construction                                                          1,327,560            1,383               -
Shanghai Forte Land                                                                            -               85               -
UMW Holdings                                                                          18,781,596              925               -
                                                                                                          $12,104        $534,823

(1) Affiliated during the period but no longer affiliated at December 31, 2004.




FINANCIAL HIGHLIGHTS


                                                                                                         
                                                        Six months                          Year ended June 30(1)
                                                             ended
                                          December 31, 2004(1),(2)          2004        2003         2002         2001       2000
Net asset value, beginning of
 period                                                     $59.35        $47.41      $44.80       $48.21       $68.69     $55.53

 Income from investment
  operations:
  Net investment income                                        .67           .96         .92          .35          .68        .58
  Net realized and unrealized
   gain (loss) on investments                                13.66         12.24        2.21        (3.07)      (20.80)     13.56

   Total income(loss) from
    investment operations                                    14.33         13.20        3.13        (2.72)      (20.12)     14.14


 Less distributions:
   Dividends from
   net investment income                                     (1.06)        (1.26)       (.52)        (.69)        (.36)      (.98)

Net asset value, end of period                              $72.62        $59.35      $47.41       $44.80       $48.21     $68.69

Total return                                                 24.27%(3)     27.89%       7.14%        (5.64)%     (29.31)%   25.63%

Ratios/supplemental data:
 Net assets, end of period
  (in millions)                                            $16,080       $15,758     $16,154      $16,258      $17,634    $22,639
 Ratio of expenses to average
  net assets                                                  0.70%(4)       .70%        .70%         .70%         .68%       .71%
 Ratio of net income to average
  net assets                                                  2.06%(4)      1.64%       2.14%        1.27%        1.25%      1.11%
 Portfolio turnover rate                                     13.28%(3)     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.
(2) Unaudited.
(3) Based on operations for the period shown and, accordingly, not
    representative of a full year's operations.
(4) Annualized.

See Notes to Financial Statements


EXPENSE EXAMPLE

As a shareholder  of the fund,  you incur ongoing  costs,  including  investment
advisory services fees and other expenses.  This example is intended to help you
understand  your ongoing  costs (in dollars) of investing in the fund so you can
compare  these costs with the ongoing  costs of investing  in other  funds.  The
example is based on an  investment  of $1,000  invested at the  beginning of the
period and held for the entire period (July 1, 2004 through December 31, 2004).

ACTUAL EXPENSES:
The first line of the table below  provides  information  about  actual  account
values and actual expenses.  You may use the information in this line,  together
with the amount you  invested,  to estimate the expenses  that you paid over the
period.  Simply  divide your  account  value by $1,000 (for  example,  an $8,600
account value  divided by $1,000 = 8.6),  then multiply the result by the number
in the first line under the heading  entitled  "Expenses  paid during period" to
estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES:
The second  line of the table  below  provides  information  about  hypothetical
account  values and  hypothetical  expenses  based on the fund's actual  expense
ratio and an assumed rate of return of 5% per year before expenses, which is not
the fund's actual return.  The hypothetical  account values and expenses may not
be used to estimate the actual ending  account  balance or expenses you paid for
the  period.  You may use this  information  to  compare  the  ongoing  costs of
investing in the fund and other funds.  To do so,  compare this 5%  hypothetical
example with the 5% hypothetical examples that appear in the shareholder reports
of the other funds.


                                                                                                         
                                                          Beginning account      Ending account      Expenses paid      Annualized
                                                             value 7/1/2004    value 12/31/2004   during period(1)   expense ratio

 Actual return                                              $      1,000.00           $1,242.75             $3.96             .70%
 Hypothetical 5% return before expenses                            1,000.00            1,021.68              3.57             .70


(1) Expenses are equal to the fund's annualized expense ratio of .70%,
    multiplied by the average account value over the period, multiplied by the
    number of days in the period (184), and divided by 365 (to reflect the
    one-half year period).




BOARD OF DIRECTORS 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, 47                         1999          President and Chief Investment Officer, Lucent Asset Management Corp.

Khalil Foulathi, 53                             1996          Executive Director, Abu Dhabi Investment Authority

Beverly L. Hamilton, 58                         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, 59                            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
                                            PORTFOLIOS
                                               IN FUND
                                            COMPLEX(2)
                                           OVERSEEN BY
NAME AND AGE                                  DIRECTOR        OTHER DIRECTORSHIPS(3) HELD BY DIRECTOR

Collette D. Chilton, 47                           1           None

Khalil Foulathi, 53                               1           None

Beverly L. Hamilton, 58                           1           Oppenheimer Funds

David F. Holstein, 49                             1           None

Raymond Kanner, 51                                1           None

Helmut Mader, 62                                  1           None

William B. Robinson, 66                           1           None

Gerrit Russelman, 59                              1           None

Aje K. Saigal, 48                                 1           None


"INTERESTED" DIRECTORS(4)

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

Robert Ronus, 62                                2003          Senior Vice President, Capital International, Inc.;
Chairman of the Board                                         Director, Capital Group International, Inc.;(5) Vice Chairman of the
                                                              Board, Capital Guardian Trust Company;(5) Senior Vice President,
                                                              Capital International Limited;(5) Director, The Capital Group
                                                              Companies, Inc.(6)

David I. Fisher, 65                             1986          Vice Chairman of the Board, Capital International,
Vice Chairman of the Board                                    Inc.; Chairman of the Board, Capital Group International, Inc.;(5)
                                                              Director, Capital Group Research, Inc.;(5) Chairman of the Board,
                                                              Capital Guardian Trust Company;(5) Vice Chairman of the Board,
                                                              Capital International Limited;(5) Director, Capital International
                                                              Research, Inc.;(5) Director, The Capital Group Companies, Inc.(6)

Shaw B. Wagener, 45                             1997          Chairman of the Board, Capital International, Inc.;
President                                                     Senior Vice President and Director, Capital Group International,
                                                              Inc.;(5) Director, Capital Guardian Trust Company;(5) Director, The
                                                              Capital Group Companies, Inc.(6)


Victor D. Kohn, 47                              1996          President and Director, Capital International, Inc.;
Executive Vice President                                      Senior Vice President, Capital International Research, Inc.(5)


"INTERESTED" DIRECTORS(4)

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

Robert Ronus, 62                                  1           None
Chairman of the Board

David I. Fisher, 65                               1           None
Vice Chairman of the Board

Shaw B. Wagener, 45                               1           None
President

Victor D. Kohn, 47                                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, 67                            1993          Senior Vice President and Director, Capital
Senior Vice President                                         International, Inc.; Chairman of the Board, Capital International
                                                              K.K.;(5) Director, Capital Group International, Inc.;(5) Senior Vice
                                                              President, Capital International Research, Inc.(5)

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

Michael A. Felix, 44                            1993          Senior Vice President and Director, Capital
Vice President and Treasurer                                  International, Inc.; Senior Vice President, Treasurer and Director,
                                                              Capital Guardian Trust Company(5)

Peter C. Kelly, 46                              1996          Senior Vice President, Senior Counsel, Secretary
Vice President                                                and Director, Capital International, Inc.; Secretary, Capital Group
                                                              International, Inc.;(5) Senior Vice President, Senior Counsel and
                                                              Director, Capital Guardian Trust Company(5)

Robert H. Neithart, 39                          2000          Executive Vice President and Research Director of
Vice President                                                Emerging Markets, and Director, Capital International
                                                              Research, Inc.;(5) Vice President, Capital Strategy Research5

Abbe G. Shapiro, 45                             1997          Vice President, Capital International, Inc.; Vice
Vice President                                                President, Capital Guardian Trust Company(5)

Lisa B. Thompson, 39                            2000          Executive Vice President and Research Director of
Vice President                                                Emerging Markets, and Director, Capital International
                                                              Research, Inc.(5)

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

Jeanne M. Nakagama, 47                          2000          Vice President, Capital International, Inc.; Vice
Assistant Treasurer                                           President, Capital Guardian Trust Company(5)

Lee K. Yamauchi, 42                             2000          Vice President, Capital International, Inc.; Vice
Assistant Treasurer                                           President, Capital Guardian Trust Company(5)



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 12 MONTHS ENDED JUNE 30, 2004 IS AVAILABLE  FREE OF CHARGE ON THE
U.S.  SECURITIES  AND EXCHANGE  COMMISSION  (SEC) WEBSITE AT WWW.SEC.GOV OR UPON
REQUEST BY CALLING 800/421-0180, EXT. 96245.

Emerging  Markets  Growth Fund files a complete list of its  portfolio  holdings
with the SEC for the first and third  quarters  of each fiscal year on Form N-Q.
Forms N-Q are available  free of charge on the SEC website.  You may also review
or, for a fee, copy the forms at the SEC's Public  Reference Room in Washington,
D.C.  Information on the operation of the Public  Reference Room may be obtained
by calling 800/SEC-0330.

(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
    company with a class of securities registered pursuant to Section 12 of the
    Securities Exchange Act of 1934 or subject to the requirements of Section
    15(d) of the Securities Exchange Act of 1934 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.


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.

Lit. No. MFGESR-915-0205P(NLS)

Litho in USA  TAG/WS/9099-S2229

(C) 2005 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

Not applicable for filing of Semiannual Reports to Shareholders.


ITEM 4 - Principal Accountant Fees and Services

Not applicable for filing of Semiannual Reports to Shareholders.


ITEM 5 - Audit Committee of Listed Registrants

Not applicable.


ITEM 6 - 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 - Portfolio Managers of Closed-End Management Investment Companies

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


ITEM 9 - Purchases of Equity  Securities  by  Closed-End  Management  Investment
Company and Affiliated Purchasers

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







ITEM 10 - Submission of Matters to a Vote of Security Holders

There have been no material changes to the procedures by which  shareholders may
recommend  nominees to the Registrant's  Board of Directors since the Registrant
last  submitted a proxy  statement to its  shareholders.  The  procedures are as
follows.  The Registrant  has a 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, as amended. The Committee  periodically reviews such issues as the Board's
composition,  responsibilities,  committees,  compensation  and  other  relevant
issues,  and recommends any appropriate  changes to the full Board of Directors.
While the Committee normally is able to identify from its own resources an ample
number of qualified  candidates,  it will consider  shareholder  suggestions  of
persons to be considered as nominees to fill future vacancies on the Board. Such
suggestions must be sent in writing to the 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 11 - Controls and Procedures

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

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


ITEM 12 - Exhibits

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

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









                                   SIGNATURES

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

EMERGING MARKETS GROWTH FUND, INC.


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

Date: March 10, 2005

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



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

Date: March 10, 2005



By /s/ Michael A. Felix
- -----------------------------------------------------------
      Michael A. Felix, Treasurer and PFO

Date: March 10, 2005