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- 5364



                           American High-Income Trust
               (Exact Name of Registrant as specified in charter)

                              333 South Hope Street
                          Los Angeles, California 90071
                    (Address of principal executive offices)




       Registrant's telephone number, including area code: (213) 486-9200

                   Date of fiscal year end: September 30, 2003

                  Date of reporting period: September 30, 2003





                                Julie F. Williams
                     Capital Research and Management Company
                              333 South Hope Street
                          Los Angeles, California 90071
                     (name and address of agent for service)


                                   Copies to:
                             Robert E. Carlson, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                             515 South Flower Street
                          Los Angeles, California 90071
                          (Counsel for the Registrant)


ITEM 1 - Reports to Stockholders

[logo - American Funds(R)]

The right choice for the long term(R)

AMERICAN HIGH-INCOME TRUST

[cover:  man looking through report]

Special report: Managing a return to realistic expectations

Annual report for the year ended September 30, 2003

AMERICAN  HIGH-INCOME  TRUSTSM  seeks  a  high  level  of  current  income  and,
secondarily,  capital appreciation  through a diversified,  carefully supervised
portfolio consisting primarily of lower rated, higher risk corporate bonds.

The fund is one of the 29 American Funds, the nation's third-largest mutual fund
family. For more than seven decades,  Capital Research and Management Company,SM
the  American  Funds  adviser,  has  invested  with a  long-term  focus based on
thorough research and attention to risk.

Table of contents

Letter to shareholders                                                 1
Results at a glance                                                    1
Chart: The value of a long-term perspective                            3
Feature: Managing a return to realistic expectations                   4
Our multiple portfolio counselor system                                9
Investment portfolio                                                  10
Financial statements                                                  28
Board of Trustees and officers                                        40
The American Funds family                                     back cover

Fund  results in this  report  were  calculated  for Class A shares at net asset
value (without a sales charge) unless otherwise indicated. Please see page 3 for
Class A share  results  with sales  charges  deducted.  Results  for other share
classes can be found on page 39.  Please see the inside back cover for important
information about other share classes.

FIGURES SHOWN ARE PAST RESULTS AND ARE NOT PREDICTIVE OF FUTURE RESULTS. CURRENT
RESULTS  MAY BE LOWER OR HIGHER  THAN THOSE  SHOWN.  SHARE PRICE AND RETURN WILL
VARY,  SO YOU 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 MORE  CURRENT  INFORMATION  AND  MONTH-END
RESULTS,  VISIT  AMERICANFUNDS.COM.  High-yield  bonds are  subject  to  greater
fluctuations  in  value  and risk of loss of  income  and  principal.  Investing
outside  the  United  States  involves   additional   risks,  such  as  currency
fluctuations,   political  instability,  differing  securities  regulations  and
periods of illiquidity, which are detailed in the fund's prospectus.

[photograph: man on the phone looking through report]

[Begin Sidebar]
Because of the  volatility  of the market,  we emphasize  that  investing in the
high-yield bond market should be viewed as a long-term commitment.
[End Sidebar]

FELLOW SHAREHOLDERS:

A  combination  of factors,  including an improving  economy,  stronger  balance
sheets and greater  availability of credit, led to a sharp recovery in corporate
bond  prices  and  helped  American  High-Income  Trust  to post  the  strongest
fiscal-year results of its lifetime.

Shareholders who reinvested monthly dividends totaling 91.5 cents a share earned
a total return of 34.3% for the 12 months ended September 30, 2003, including an
income return of 9.9%. Those results outpaced both the 26.5% gain for the Lipper
High Current Yield Bond Funds Index, a benchmark of similar funds, and the 28.0%
return for the Credit Suisse First Boston High Yield Bond Index,  which attempts
to mirror the  high-yield  debt markets.  The Citigroup  Broad  Investment-Grade
(BIG) Bond Index, which measures high-quality bond markets including Treasuries,
posted a 5.5%  return.  The latter two  indexes  are  unmanaged  and  include no
expenses.

Shareholders  who elected to take their dividends in cash saw the value of their
holdings increase 23.5% while also earning an income return of 9.5%.

A TIME OF OPPORTUNITY

The past two years are a good example of how volatile the high-yield bond market
can be. This year's  exceptional  returns follow the fund's 5.9% negative return
in  fiscal  2002,  the worst  year of its  lifetime.  That  year,  an  unusually
difficult  corporate  debt market  brought  corporate bond prices down to levels
that were not justified by underlying  fundamentals.  Credit concerns were high,
defaults were growing and demand for high-yield bonds waned.

During this time, the fund's portfolio counselors and analysts took advantage of
the depressed market by buying the bonds of good companies at attractive values,
and holding them even as they dropped further in value.

Shortly after the start of the fund's fiscal year on October 1, 2002, the market
began to change.  As companies took steps to solve their liquidity  problems and
improve their balance  sheets,  credit markets became more accessible and demand
for high-yield  bonds  increased.  Consequently,  corporate bond prices began to
rise.  Some of the areas that were  hardest hit in 2002 have  provided  superior
returns  in this  recent  period,  including  many  companies  in the  wireless,
telecommunications,  cable  and  media  sectors.  The  success  of many of these
holdings emphasizes the value of meticulous research and maintaining a long-term
perspective, particularly during difficult periods.

[Begin Sidebar]

Results at a glance

Total  returns for periods  ended  September  30, 2003,  with all  distributions
reinvested. The market indexes are unmanaged.


                                                                        
                                                                 5 YEARS          10 YEARS
                                               1 YEAR          ANNUALIZED        ANNUALIZED
RETURNS
American High-Income Trust                     +34.3%            +6.8%             +7.4%
Credit Suisse First Boston
     High Yield Bond Index                     +28.0             +5.8              +7.2
Citigroup Broad Investment-
     Grade (BIG) Bond Index                     +5.5             +6.6              +6.9
Lipper High Current Yield
     Bond Funds Index                          +26.5             +2.4              +5.1

30-DAY RATES (AS OF OCTOBER 31, 2003)
Yield based on Securities and Exchange
     Commission formula                                                             6.01%
Distribution rate based on
     maximum offering price                                                         6.75
Distribution rate based on
     net asset value                                                                7.01


The SEC  yield  reflects  the rate at which  the fund is  earning  income on its
current  portfolio of securities while the distribution rate reflects the fund's
past  dividends  paid to  shareholders.  Accordingly,  the  fund's SEC yield and
distribution rate may differ.

For the 10 years ended September 30, 2003, American High-Income Trust ranked 3rd
in total return among the 69 high  current  yield funds in existence  throughout
the  period,  according  to Lipper.  For the five years ended  September  30, it
ranked 18th of 238,  and for the 12 months ended  September  30, the fund ranked
23rd of 395.  Lipper  rankings do not reflect the effect of sales charges.
[End Sidebar]

[Begin Sidebar]
Some of the areas that were hardest hit in 2002 have provided  superior  returns
in  this   recent   period,   including   many   companies   in  the   wireless,
telecommunications, cable and media sectors.
[End Sidebar]

A COMMITMENT TO RESEARCH

Our goal is to invest to produce reasonable long-term returns. We understand the
volatility of the  high-yield  bond market,  and we manage the fund's  portfolio
with that in mind. As a result,  we do not chase bonds with the highest  yields.
Rather,  we look for companies that we believe can weather a variety of business
climates and still meet their debt obligations.

One challenge is to continue to find attractive  investment  opportunities  in a
low-yielding environment.  Because many of our holdings have enjoyed significant
capital  appreciation  over the past period, we are searching out new areas that
can offer investment value going forward.

For  more  information  on this  year's  results  and how the  fund's  portfolio
counselors  are  guiding  the fund in the  current  environment,  please see the
article on page 4.

LOOKING AHEAD

While we are pleased with the fund's exceptional returns for the past 12 months,
we also  want to remind  shareholders  that such  results  are not  likely to be
repeated in the period  ahead.  As we have  mentioned in previous  reports,  the
inevitable price  fluctuations in the high-yield bond market make this fund most
appropriate  for investors who are  comfortable  with the degree of risk usually
associated with an equity investment.

Because of the volatility of the market, we also emphasize that investing in the
high-yield  bond  market  should be viewed as a long-term  commitment.  Over the
years, our research-driven investment process and long-term outlook have allowed
American  High-Income Trust to provide  shareholders with solid returns. For the
past 10-year period,  shareholders have earned an average annual return of 7.4%,
with  dividends  reinvested.  That compares to a 5.1% return for the Lipper High
Current  Yield Bond Funds  Index and a 7.2% return for the Credit  Suisse  First
Boston High Yield Bond Index.

We welcome  the many new  shareholders  who have joined the fund during the past
year,  helping  to  increase  the  fund's  assets  by  105%  and the  number  of
shareholder accounts by 83%. We thank you for your support.

Cordially,

/s/ Paul G. Haaga, Jr.              /s/ David C. Barclay
Paul G. Haaga, Jr.                  David C. Barclay
Chairman of the Board               President

November 14, 2003

[Begin Sidebar]
As reported in the press,  instances of excessive short-term trading and illegal
"late  trading"  (trading after 4 p.m.  Eastern time) have been  discovered at a
number of different fund  companies.  In several of those cases,  fund personnel
engaged in or  permitted  these  activities  in clear  violation  of  regulatory
requirements and strict internal policies. This sort of conduct is unethical and
detrimental  to  long-term  shareholders.  We will not  tolerate  it at American
Funds.  Although it is often  difficult  to detect and prevent  abusive  trading
practices,  we are  committed to taking  action to combat this harmful  activity
wherever we find it.
[End Sidebar]

THE VALUE OF A LONG-TERM PERSPECTIVE

Here's how a $10,000  investment  in  American  High-Income  Trust grew  between
February 19, 1988, when the fund began  operations,  and September 30, 2003, the
end of its latest fiscal year. As you can see, that $10,000 grew to $38,197 with
all distributions reinvested.

[begin mountain chart]
Year ended September 30


                                  Credit Suisse       Lipper High
                                  First Boston        Yield Bond         Citigroup Broad          Consumer
Year       American High-         High Yield          Funds              Investment-Grade         Price Index      Original
Ended      Income Trust(2)        Index(1)            Index(1),(3)       (BIG) Bond Index(1)      (inflation)(4)   Investment
<s>        <c>                    <c>                 <c>                <c>                      <c>              <c>
1988(*)    $10,182                $10,446             $10,475            $10,222                  $10,328          $10,000

1989       $11,189                $11,026             $10,935            $11,367                  $10,776          $10,000

1990       $10,735                $10,046             $9,570             $12,237                  $11,440          $10,000

1991       $13,873                $13,757             $12,290            $14,198                  $11,828          $10,000

1992       $16,376                $16,572             $15,132            $15,999                  $12,181          $10,000

1993       $18,764                $19,171             $17,473            $17,627                  $12,509          $10,000

1994       $19,066                $19,831             $17,899            $17,063                  $12,879          $10,000

1995       $21,604                $22,617             $20,178            $19,461                  $13,207          $10,000

1996       $24,570                $25,053             $22,644            $20,423                  $13,603          $10,000

1997       $28,176                $28,992             $26,120            $22,406                  $13,897          $10,000

1998       $27,491                $28,841             $25,688            $24,975                  $14,103          $10,000

1999       $29,721                $29,979             $27,037            $24,908                  $14,474          $10,000

2000       $31,295                $30,555             $27,021            $26,632                  $14,974          $10,000

2001       $30,218                $29,049             $23,569            $30,110                  $15,371          $10,000

2002       $28,442                $29,876             $22,814            $32,632                  $15,603          $10,000

2003       $38,197                $38,257             $28,862            $34,423                  $15,966          $10,000


[end mountain chart]

*For the period February 19 through September 30, 1988.
(1)  The index is unmanaged and does not reflect sales  charges,  commissions or
     expenses.
(2)  Results reflect payment of the maximum sales charge of 3.75% on the $10,000
     investment.  Thus, the net amount  invested was $9,625.  As outlined in the
     prospectus, the sales charge is reduced for larger investments. The maximum
     sales charge was 4.75% prior to January 10, 2000.
(3)  Calculated by Lipper, at net asset value.
(4)  Computed  from data  supplied by the U.S.  Department  of Labor,  Bureau of
     Labor Statistics.

Past results are not predictive of future results.  The results shown are before
taxes on fund distributions and sale of fund shares.

Fund  results in this  report  were  calculated  for Class A shares at net asset
value (without a sales charge) unless otherwise indicated.  Here are the average
annual total returns on a $1,000  investment with all  distributions  reinvested
for periods ended September 30, 2003:

                                           1 year       5 years       10 years
Class A shares
Reflecting 3.75% maximum sales charge      +29.33%      +5.98%         +6.96%

Results  for other share  classes can be found on page 39. For the most  current
investment results, please refer to americanfunds.com

MANAGING A RETURN TO REALISTIC EXPECTATIONS

Following two consecutive years of negative returns,  shareholders in high-yield
bond funds  enjoyed  some of the best gains in the bond  market for much of this
fiscal year. As a result, demand for high-yield bond funds skyrocketed. American
High-Income  Trust posted a total return of 34.3% for fiscal 2003, the best year
of its  lifetime.  These  strong  returns are not likely to be  sustained  going
forward.  Over the past 10-year period,  American High-Income Trust has returned
an average 7.4% a year, while the Lipper High Current Yield Bond Funds Index has
reported a 5.1% average  annual  return for the same period ended  September 30,
2003.

We asked the three portfolio counselors who manage American High-Income Trust to
offer  their  insights on the fund's  strong  return over the past 12 months and
their approach to guiding the fund in the period ahead.

PUTTING THE YEAR'S RETURNS IN PERSPECTIVE

"The first thing  shareholders  should understand is that the recent returns are
not repeatable," says David Barclay, president of American High-Income Trust.

The double-digit  returns,  he says, were the result of several factors.  First,
the start of the fiscal  year on October 1,  2002,  roughly  coincided  with the
bottom of the stock market and a severe  cyclical  depression in corporate  bond
prices.  During  fiscal  2002,  liquidity  had become  extremely  tight,  credit
concerns  were  high  and  defaults  were  rising.  "There  were  concerns  that
borrowers,  even those with solid income and financial statements,  would not be
able to raise the money needed to meet their debt obligations," says David.

[Begin Sidebar]

COMPARING YIELDS

How American High-Income Trust's yield compares to investment-grade bond funds

[begin bar chart]

Year     American High-        Corporate A Rated       Rate of
         Income Trust (1)      Debt Funds (1)          Inflation (2)

1989     11.39%                 8.53%                   4.3%
1990     13.41                  8.57                    6.2
1991     10.93                  7.74                    3.4
1992      9.10                  7.02                    3.0
1993      8.59                  6.23                    2.7
1994      8.66                  6.65                    3.0
1995      9.27                  6.23                    2.5
1996      8.83                  6.24                    3.0
1997      7.90                  6.05                    2.2
1998      9.54                  5.58                    1.5
1999      9.62                  5.72                    2.6
2000     10.08                  5.96                    3.5
2001     10.94                  5.53                    2.6
2002     11.23                  4.98                    1.5
2003      7.72                  4.04                    2.3
Year ended September 30
[end bar chart]

(1)  12-month yield at net asset value as measured by Lipper
(2)  Source:  Consumer  Price  Index,  U.S.  Dept.  of  Labor,  Bureau  of Labor
     Statistics
[End Sidebar]

[photograph:  open book]

[Begin Sidebar]
"We look at bonds over full three- to four- year cycles," says Susan Tolson. "We
devise stress tests to see if they can endure several economic scenarios."
[End Sidebar]

As a result, the market experienced a significant decline in prices that was not
warranted on a fundamental  basis.  In response,  the fund's  managers took this
opportunity  to purchase  bonds of companies that had been beaten down in price,
but that they believed had a sound capital  structure.  "It wasn't that they had
too much debt in  general,  but that  they had too much debt  during a period in
which  refinancing was so difficult," says David.  "This created good investment
opportunities."

As the issues related to liquidity and corporate credit  diminished,  the prices
of many  high-yield  issues  bounced  back.  "In October 2002,  the  environment
changed  considerably," says Abner Goldstine, a portfolio counselor in the fund.
"Capital markets became more readily  accessible,  allowing companies to borrow.
Concerns  over  whether  companies  could access  credit  markets and meet their
maturity and coupon obligations were abated, and the markets opened."

Consequently,  worries about  bankruptcies eased and the whole psychology of the
high-yield  market began to turn around.  "Investors who had been skittish about
owning  high-yield bonds flocked to the market," says Abner. In turn, the prices
of many high-yield bonds rose  significantly  during the year,  boosting overall
returns.

BUILDING THE PORTFOLIO FROM THE BOTTOM UP

Throughout the downturn in 2002, the three portfolio  counselors  stood by their
time-tested  approach:  build the fund's portfolio from the bottom up, issuer by
issuer.  "We don't chase yield," says David.  "We look for companies with strong
fundamentals that can survive in many different business climates."

The fund's  consistent  analytic  approach set the stage for the huge returns it
enjoyed in fiscal 2003. The fund's  managers are always looking for companies or
industries  that may be temporarily  out of favor or have strengths not apparent
to others.  Often, these can be the best opportunities for capital  appreciation
once market conditions improve,  the issuer's success becomes clearer and, under
optimum conditions, the bonds are upgraded to a higher rating.

[Begin Sidebar]
The role of a high-yield bond fund in a diversified portfolio

There are many reasons why a high-yield bond fund serves as an important part of
a  diversified  portfolio.  Historically,  high-yield  bond funds have offered a
higher  level of  income  than  investment-grade  bond  funds  and have had less
volatility   than  stocks.   Moreover,   interest  and  income  are  contractual
obligations,  which  makes  them  more  predictable  over  the  long  term  than
dividends.

"The biggest  misperception  I hear most is that  high-yield  bonds are risky in
comparison with every other investment, including equities," says David Barclay,
president of American High-Income Trust. "That's just not the case."

Rather,  they offer a  combination  of bond and equity risk.  Over the long run,
high-yield  bonds have provided  somewhat lower returns than equities with lower
price volatility and higher returns than high-quality bonds with somewhat higher
price volatility.

In a low  interest  rate  environment,  where money  market  funds  (which offer
stability of principal) are hovering below 1% and  investment-grade  bond yields
barely  exceed the rate of inflation,  a high-yield  bond fund can be a valuable
part of an overall  portfolio.  For information on how the fund's yield compares
to investment-grade bonds and the rate of inflation, see the chart on page 4.

Another  reason  to  invest  in  a  high-yield  bond  fund  is  that  it  offers
diversification  from other asset  classes.  Consider  the market cycle from the
stock  market low on August 31, 1998,  to the low on October 9, 2002.  While the
Standard & Poor's 500 Composite Index endured a 14.3% loss, American High-Income
Trust posted a gain of 0.2%, as shown in the chart below.

COMPARING MARKET CYCLES

A good  test of a mutual  fund is how it does  over a full  market  cycle -- for
example,  from market high to market high or market low to market low.  Here are
total returns, with distributions reinvested, for American High-Income Trust and
the S&P 500 over the most recent  stock  market  cycle,  plus the  periods  from
market high to market low and market high to the fiscal year-end.

                                                                      
                                                                                  High-to-
                                  Low-to-low           High-to-low             fiscal year-end
                                8/31/98-10/9/02      3/24/00-10/9/02           3/24/00-9/30/03

American High-Income Trust           +0.2%               -11.4%                    +22.8%
S&P 500 Composite Index             -14.3%               -47.4%                    -31.3%


Data  based on price  decline  of 15% or more in the S&P 500.  The most  current
decline has not fully recovered.
[End Sidebar]

In 2002, the bonds of telecommunications  companies offered such an opportunity.
The prices of many of these bonds had been hit hard due to concerns about slower
growth and access to capital. The fund's managers, believing that the underlying
fundamentals of many of these issuers were strong and offered  attractive return
possibilities,  invested  in many of these  bonds  and held  them  even as their
prices  declined  further that summer.  Although those holdings hurt returns for
fiscal 2002, those same  investments  have since paid off handsomely,  with that
portion of the portfolio posting among the strongest gains for fiscal 2003.

[photograph:  pencil on top of stacked tablets of paper]

[Begin Sidebar]
"In October 2002, the environment  changed  considerably," says Abner Goldstine.
"Investors  who had been skittish about owning  high-yield  bonds flocked to the
market."
[End Sidebar]

"We do not buy bonds from year to year," says Susan  Tolson,  another  portfolio
counselor  for the fund.  "We analyze an investment  for its potential  three to
four years out."

FOCUSING ON THE LONG TERM

A long-term  outlook is all the more  important now. Over the course of the past
12  months,  the  high-yield  bond  market  has  shifted  toward a more  typical
environment -- and that means a return to more normal returns going forward. "We
can't expect the same sort of recovery or bounce back in prices that we saw this
past year," says David.  "That means  looking more at companies  with  long-term
potential."

Although the  environment  for bonds means that there is less potential  upside,
there are also many positive  factors  currently at work in the high-yield  bond
market,  including an economic  recovery,  the  possibility of higher  revenues,
stronger  corporate  balance  sheets,  fewer defaults and, at least for now, low
borrowing costs.

"The market is probably primed to return its coupon (or interest payment)," says
Susan. That means prices are unlikely to change much over the near term and that
most gains will likely come from income on the interest payments.  Because there
are  fewer  companies  that  are  undervalued  in  today's  market  and  capital
appreciation  will be more  difficult to achieve,  "we must continue to focus on
those companies where we are being paid to take the risk," she says.

A RESEARCH-DRIVEN APPROACH

Typically, high-yield bonds experience significant price fluctuations over time.
During some periods,  high-yield  bonds may  appreciate  in value;  during other
periods, they may decline. As a result, the return on high-yield bonds over long
periods of time has historically  approximated the coupon. For example, American
High-Income  Trust's  9.2% average  annual  total return since its  inception on
February 19, 1988, is roughly  equivalent  to its 9.4% average  annual yield for
that same period.

Avoiding  defaults,  therefore,  is key to protecting  return.  For that reason,
research is critical when investing in the high-yield bond market.

"We focus on fully understanding the companies in which we invest so that we can
weigh the nature of their risks against their  potential  returns,"  says David.
"We  try to  pick  companies  we  believe  will  be  able  to  meet  their  debt
obligations,  even in difficult times. This means  scrutinizing a company's cash
flow as  well  as  analyzing  the  management's  commitment  to  fostering  good
relations with its creditors."

Unlike  investment-grade  issuers,  which  typically  have a number  of  options
available to them when there is a financial setback -- including the opportunity
to increase their debt load -- below  investment-grade  issuers often have fewer
options.  Hence,  many  considerations  enter into finding  issuers able to meet
their debt obligations. "We look at bonds over full three- to four-year cycles,"
says Susan.  "We devise stress tests to see if they can endure several  economic
scenarios. We build models, make growth estimates, and ask, what if we're wrong?
What if the market does not improve?"

[photograph:  eyeglasses on top of document]

[Begin Pull Quote]
"We focus on fully understanding the companies in which we invest so that we can
weigh the nature of their risks against  their  potential  returns,"  says David
Barclay.  "We try to pick  companies  we believe will be able to meet their debt
obligations, even in difficult times."
[End Pull Quote]

This commitment to research is not limited to the U.S. market.  To find the best
investment   opportunities  for  shareholders,   the  fund's  analysts  research
opportunities  around  the  globe.  "We  have  global  analysts  who  are  fully
integrated with their equity  counterparts," says Susan, "which helps us to spot
trends and gives us access to companies we may not otherwise have had."

HOW RISING INTEREST RATES MAY AFFECT THE PORTFOLIO

At any given  time,  the  market  price of bonds is  influenced  by a variety of
market conditions, including the general level of interest rates. Like all other
bonds,  high-yield  bond prices  usually  move in the  opposite  direction  from
interest  rates.  Rising  rates  typically  cause bond prices to decline,  while
declining rates typically cause prices to rise.

Yet,  while  high-yield  bonds can be  negatively  affected  by an  increase  in
interest rates, they often fare better than  investment-grade  bonds when rising
rates are accompanied by strong  economic  growth.  A thriving  economy tends to
benefit  lower  quality  issuers  because they have the chance to improve  their
revenues and businesses,  as well as their credit  standing.  In many ways, this
helps to mitigate the impact of rising rates.  In addition,  the higher  coupons
offered by lower  quality  bonds help to cushion the negative  effects of rising
interest rates.

Of  course,  the  actual  effect  a  rising-rate  environment  will  have on the
high-yield bond market and American  High-Income Trust in particular is unclear.
"It can vary," says David.  "Rising  rates are  difficult  for the bond  market.
While high-yield  bonds are not immune,  they will likely fare better than other
parts of the fixed-income market."

A PROVEN TRACK RECORD

Dealing  with the ups and downs of the stock and bond  markets is nothing new to
American High-Income Trust, whose long-term,  consistent approach has allowed it
to become one of the oldest high-yield bond funds on the market.  Although there
are 422 high-yield bond funds in existence today, only 69 have been around for a
decade or longer,  and just 42 have been around  since 1988,  the year this fund
was  formed.  Of  those  42 funds  that  were  around  15  years  ago,  American
High-Income  Trust ranks in the top 5% in terms of results through September 30,
2003, according to Lipper.

The past few years in  particular  have  proven to be a volatile  period for the
fund and the high-yield bond market. After the fund's worst fiscal year in 2002,
when it posted a 5.9% loss,  the fund  enjoyed the best year of its  lifetime in
fiscal 2003. Over the long run, the fund has generated an attractive  return for
shareholders.  Since its  inception on February 19, 1988,  American  High-Income
Trust has returned an average  annual  return of 9.2% as of September  30, 2003,
with  dividends  reinvested,  compared with a 7.0% average annual return for the
Lipper High Current Yield Bond Funds Index.

"This fund has been around  through good times and bad times," says David.  "Our
consistent approach, attention to risk and long-term perspective has allowed the
fund to not only  survive,  but to  provide a  relatively  consistent  source of
income and solid returns for shareholders over the years."

[Begin Sidebar]
A UNIQUE MANAGEMENT SYSTEM

American High-Income Trust is managed in a unique fashion -- as are all American
Funds -- using a method we call the multiple  portfolio  counselor system.  Each
individual  in the group is entrusted  with a segment of the portfolio to manage
as he or she deems appropriate, within the objective of the fund. What makes the
system  special is that it enables  counselors  to consult with each other,  yet
follow their own highest convictions.

It also  provides  for  diverse  viewpoints  and  leads to  consistent  results.
Transition of fund  management  from one  generation to the next becomes  almost
seamless.  Another  segment of the fund,  as shown in the pie chart,  is managed
directly by the fund's research analysts,  each contributing to the portfolio in
his or her own  area of  expertise.  Those  contributions,  in turn,  signal  to
counselors the degree of an analyst's conviction.

[illustration of a pie with four segments, one segment highlighted to
show research analysts' segment]
[Begin Caption]
research analysts

[photograph:  David C. Barclay]
[Begin Photo Caption]
David C. Barclay, Los Angeles
22 years of investment experience
[End Photo Caption]

[photograph:  Abner D. Goldstine]
[Begin Photo Caption]
Abner D. Goldstine, Los Angeles
51 years of investment experience
[End Photo Caption]

[photograph:  Susan M. Tolson]
[Begin Photo Caption]
Susan M. Tolson, Los Angeles
15 years of investment experience
[End Photo Caption]

Sizes of portfolio segments shown do not reflect actual asset allocations.
[End Sidebar]


INVESTMENT PORTFOLIO   September 30, 2003

[begin pie chart]
                                      % of Net Assets

U.S. corporate bonds                       76.7 %
Non-U.S. corporate bonds                   12.3
U.S. Government obligations                 1.3
Non-U.S. government bonds                   2.6
Common stocks & warrants                    2.3
Cash & equivalents                          4.4
Other                                       0.4
[end pie chart]


TEN LARGEST HOLDINGS
                                      % of Net Assets
Dobson Communications                       3.1
American Tower Systems                      2.0
Edison International                        1.7
Crown Castle International                  1.6
Delhaize America                            1.5
J.C. Penney Co.                             1.4
AES                                         1.4
Nextel Partners                             1.4
Qwest Services                              1.4
Georgia-Pacific                             1.4



                                                                                                    

                                                                                       PRINCIPAL            MARKET
                                                                                     AMOUNT (000)            VALUE
BONDS, NOTES & equity securities                                                       OR SHARES             (000)

WIRELESS TELECOMMUNICATION SERVICES  -  12.55%
Dobson Communications Corp.:
 Series F, 6.00% convertible preferred  (1)                                             57,760 shares     $  11,668
 12.25% senior exchangeable preferred 2008  (2)                                         61,968               65,822
 13.00% senior exchangeable preferred 2009  (2)                                         27,329               28,422
 8.875% 2013 (1)                                                                 $      38,835               39,466
American Cellular Corp. 10.00% 2011 (1)                                                 61,050               65,934
American Tower Corp.:
 6.25% convertible notes 2009                                                            6,750                6,463
 9.375% 2009                                                                           105,850              108,496
 5.00% convertible debentures 2010                                                      25,925               23,559
American Towers, Inc. 0%/12.25% 2008 (3)                                                38,250               25,627
Crown Castle International Corp.:
 12.75% senior exchangeable preferred 2010  (2) (4)                                      5,757 shares         6,218
 9.00% 2011                                                                      $      11,770               12,211
 9.375% 2011                                                                            15,750               16,892
 0%/10.375% 2011 (3)                                                                    46,000               46,460
 10.75% 2011                                                                            20,000               22,300
 0%/11.25% 2011 (3)                                                                     27,100               27,100
Nextel Partners, Inc.:
 12.50% 2009                                                                            13,765               15,761
 11.00% 2010                                                                            24,375               26,751
 8.125% 2011 (1)                                                                        77,175               75,631
Nextel Communications, Inc. 7.375% 2015                                                 96,300               97,744
Triton PCS, Inc.:
 8.75% 2011                                                                             17,075               17,118
 9.375% 2011                                                                            15,135               15,476
 8.50% 2013                                                                             45,705               49,247
Western Wireless Corp. 9.25% 2013 (1)                                                   69,025               70,751
Centennial Cellular Corp. 10.75% 2008                                                   35,700               35,611
Centennial Communications Corp. and Centennial Cellular
   Operating Co. LLC 10.125% 2013 (1)                                                   31,305               32,401
AT&T Wireless Services, Inc.:
 7.875% 2011                                                                             4,035                4,705
 8.125% 2012                                                                            17,000               20,223
 8.75% 2031                                                                              3,000                3,724
Tritel PCS, Inc. 10.375% 2011                                                            3,173                3,832
Cricket Communications, Inc.:  (5)  (6)
 6.188% 2007                                                                            30,070               14,359
 6.375% 2007                                                                            11,325                5,408
 6.625% 2007                                                                             8,815                4,209
 9.50% 2007                                                                              8,250                3,939
AirGate PCS, Inc. 0%/13.50% 2009 (3)                                                    30,475               23,466
iPCS, Inc. 0%/14.00% 2010 (3)  (6)                                                      27,725                3,188
Mobile Telesystems Finance 5.141% 2004 (1)  (5)                                         18,000               17,977
Cellco Finance NV 12.75% 2005                                                            1,500                1,639
Rogers Cantel Inc. 9.75% 2016                                                            1,375                1,598
Teletrac, Inc. 9.00% 2004 (1) (2) (7)                                                    1,915                  479
                                                                                                          1,051,875

MEDIA  -  10.00%
Young Broadcasting Inc.:
 Series B:
  9.00% 2006                                                                            11,367               11,481
  8.75% 2007                                                                            15,802               16,118
 10.00% 2011                                                                            50,560               53,846
Hollinger Participation Trust 12.125% 2010 (1) (2) (5)                                  41,383               46,815
CanWest Media Inc., Series B:
 10.625% 2011                                                                           16,100               18,354
 7.625% 2013                                                                             6,000                6,450
Cinemark USA, Inc:
 Series B, 8.50% 2008                                                                    4,000                4,170
 9.00% 2013                                                                             47,850               51,319
Liberty Media Corp.:
 7.75% 2009                                                                              4,750                5,472
 7.875% 2009                                                                            12,535               14,518
 5.70% 2013                                                                              5,000                5,003
 8.25% 2030                                                                             18,225               21,173
Quebecor Media Inc.:
 11.125% 2011                                                                           38,178               43,714
 0%/13.75% 2011 (3)                                                                      2,192                1,874
AMC Entertainment Inc.:
 9.50% 2009                                                                             12,000               12,495
 9.50% 2011                                                                             10,150               10,708
 9.875% 2012                                                                            20,150               22,064
Tele-Communications, Inc.:
 9.80% 2012                                                                              9,380               12,399
 7.875% 2013                                                                             3,173                3,822
TCI Communications, Inc. 8.75% 2015                                                      7,500                9,717
Comcast Corp.:
 10.625% 2012                                                                            2,245                2,945
 7.05% 2033                                                                              5,000                5,501
Lenfest Communications, Inc. 7.625% 2008                                                 6,750                7,726
AOL Time Warner Inc.:
 6.15% 2007                                                                             20,000               21,999
 6.875% 2012                                                                             9,500               10,680
Time Warner Inc. 6.875% 2018                                                             5,000                5,563
Antenna TV SA:
 9.00% 2007                                                                             12,450               12,030
 9.75% 2008                                                                      Euro   20,750               23,424
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. 8.375% 2013 (1)             $      29,000               32,842
Emmis Communications Corp. 0%/12.50% 2011 (3)                                           35,496               31,769
Gray Communications Systems, Inc.:
 9.25% 2011                                                                             23,675               26,220
 Series C, 8.00% convertible preferred 2012  (1)  (2) (7)                                  300 shares         3,073
Charter Communications Holdings, LLC:
 10.00% 2009                                                                     $       1,125                  894
 10.25% 2010 (1)                                                                         6,750                6,834
 0%/11.75% 2010 (3)                                                                      3,425                2,432
 0%/9.92% 2011 (3)                                                                       4,900                3,491
 0%/11.75% 2011 (3)                                                                     11,175                6,202
 0%/13.50% 2011 (3)                                                                      5,525                3,481
 Charter Communications Holdings Capital Corp. 0%/12.125% 2012 (3)                       2,850                1,482
Carmike Cinemas, Inc., Series B, 10.375% 2009                                           22,720               23,970
EchoStar DBS Corp. 9.125% 2009                                                          19,925               22,665
Regal Cinemas Corp., Series B, 9.375% 2012                                              17,750               20,057
TransWestern Publishing Co. LLC, Series F, 9.625% 2007                                  19,050               19,764
Univision Communications Inc. 7.85% 2011                                                14,960               17,781
Adelphia Communications Corp.:
 10.25% 2006 (6)                                                                         9,955                6,819
 Series B, 13.00% preferred 2009  (4)                                                   36,196 shares           299
 10.25% 2011 (6)                                                                 $       9,850                6,993
Century Communications Corp. 0% 2003 (8)                                                 4,565                2,899
Clear Channel Communications, Inc.:
 4.625% 2008                                                                             3,000                3,149
 4.25% 2009                                                                              4,625                4,687
Chancellor Media Corp. of Los Angeles 8.00% 2008                                         6,699                7,670
RH Donnelley Inc.: (1)
 8.875% 2010                                                                            10,605               11,931
 10.875% 2012                                                                            3,000                3,555
British Sky Broadcasting Group PLC:
 6.875% 2009                                                                             5,000                5,597
 8.20% 2009                                                                              7,500                8,911
NextMedia Operating, Inc. 10.75% 2011                                                   12,000               13,500
Cox Communications, Inc. 7.75% 2010                                                     11,005               13,163
Radio One, Inc., Series B, 8.875% 2011                                                  10,250               11,198
Mediacom LLC and Mediacom Capital Corp.:
 7.875% 2011                                                                             3,000                2,737
 9.50% 2013                                                                              7,115                6,777
Entravision Communications Corp. 8.125% 2009                                             8,500                8,946
LBI Media, Inc. 10.125% 2012                                                             7,375                8,112
Entercom Radio, LLC 7.625% 2014                                                          6,500                6,874
Dex Media East LLC, Dex Media East Finance Co., Series B, 9.875% 2009                    5,000                5,687
Sun Media Corp. 7.625% 2013                                                              4,250                4,484
News America Inc. 6.75% 2038                                                             2,990                3,246
RBS Participacoes SA 11.00% 2007 (1)                                                     4,500                2,947
Globo Comunicacoes e Participacoes Ltda., Series B, 10.50% 2006 (1)  (6)                 2,600                1,027
Globo Comunicacoes e Participacoes SA 10.625% 2008 (1)  (6)                              2,485                  982
PanAmSat Corp. 6.125% 2005                                                               1,025                1,048
Cox Radio, Inc. 6.625% 2006                                                                250                  270
                                                                                                            837,845

MATERIALS  -  9.21%
Georgia-Pacific Corp.:
 7.50% 2006                                                                             18,875               19,536
 7.375% 2008 (1)                                                                        35,200               36,476
 8.125% 2011                                                                            29,250               30,566
 9.50% 2022                                                                              8,150                8,231
 9.125% 2022                                                                             3,000                2,985
 8.25% 2023                                                                              5,000                4,650
 8.875% 2031                                                                            10,095               10,196
Fort James Corp. 6.625% 2004                                                             1,600                1,648
Lyondell Chemical Co.:
 Series A, 9.625% 2007                                                                   5,500                5,252
 Series B, 9.875% 2007                                                                   2,000                1,915
 9.50% 2008                                                                             22,215               20,660
 10.875% 2009                                                                           34,885               31,222
 11.125% 2012                                                                           14,340               14,125
 10.50% 2013                                                                             1,950                1,872
Equistar Chemicals, LP 10.625% 2011 (1)                                                 10,500               10,447
Freeport-McMoRan Copper & Gold Inc. 10.125% 2010                                        61,205               68,703
Owens-Brockway Glass Container Inc.:
 8.875% 2009                                                                             9,425               10,085
 7.75% 2011                                                                             15,985               16,624
 8.75% 2012                                                                             22,225               23,947
Owens-Illinois, Inc.:
 8.10% 2007                                                                              5,250                5,414
 7.35% 2008                                                                              4,440                4,329
 7.50% 2010                                                                              2,000                1,940
Jefferson Smurfit Corp. (U.S.):
 8.25% 2012                                                                             21,450               22,522
 7.50% 2013                                                                             18,550               18,921
Stone Container Corp.:
 9.25% 2008                                                                              6,425                7,019
 9.75% 2011                                                                             10,700               11,716
Abitibi-Consolidated Co. of Canada:
 5.25% 2008                                                                             11,500               11,075
 6.00% 2013                                                                             33,075               31,190
Abitibi-Consolidated Inc. 8.55% 2010                                                    13,500               14,764
Potlatch Corp. 10.00% 2011                                                              30,853               34,401
Kappa Beheer BV:
 10.625% 2009                                                                    Euro   16,250               20,477
 0%/12.50% 2009 (3)                                                                      6,150                7,212
United States Steel Corp.:
 10.75% 2008                                                                     $       5,500                5,885
 9.75% 2010                                                                             20,000               20,600
Gerdau Ameristeel Corp. 10.375% 2011 (1)                                                24,375               24,619
Graphic Packaging International, Inc. 8.50% 2011 (1)                                    21,600               23,490
AK Steel Corp.:
 7.875% 2009                                                                             9,495                6,836
 7.75% 2012                                                                             20,900               14,525
Longview Fibre Co. 10.00% 2009                                                          17,950               20,014
Oregon Steel Mills, Inc. 10.00% 2009                                                    23,724               19,572
Steel Dynamics, Inc. 9.50% 2009                                                         15,930               17,125
Norampac Inc. 6.75% 2013 (1)                                                            15,700               16,092
Luscar Coal Ltd. 9.75% 2011                                                             13,925               15,944
Earle M. Jorgensen Co. 9.75% 2012                                                       14,725               15,756
Smurfit Capital Funding PLC 6.75% 2005                                                  10,175               10,480
Tekni-Plex, Inc., Series B, 12.75% 2010                                                 10,575               10,416
Millennium America Inc. 9.25% 2008                                                       9,100                9,487
Ball Corp., Series A, 6.875% 2012                                                        7,500                7,772
Peabody Energy Corp., Series B, 6.875% 2013                                              7,000                7,332
UCAR Finance Inc. 10.25% 2012                                                            5,551                6,092
Allegheny Technologies, Inc. 8.375% 2011                                                 5,000                4,425
Norske Skogindustrier ASA 7.125% 2033 (1)                                                2,500                2,582
Indah Kiat Finance Mauritius Ltd. 10.00% 2007 (6)                                          125                   58
Indah Kiat International Finance Co. BV 11.875% 2002 (8)                                 2,250                1,046
Kaiser Aluminum & Chemical Corp. 12.75% 2003 (8)                                        11,875                  950
Pindo Deli Finance Mauritius Ltd.:
 10.25% 2002 (8)                                                                         2,500                  637
 10.75% 2007 (6)                                                                           550                  143
APP International Finance Co. BV 11.75% 2005 (6)                                           275                  121
                                                                                                            772,119

TECHNOLOGY HARDWARE & EQUIPMENT  -  8.20%
Solectron Corp.:
 Series B, 7.375% 2006                                                                  13,095               13,455
 9.625% 2009                                                                            54,425               60,276
 0% LYON convertible notes 2020                                                         69,150               39,415
Xerox Corp.:
 7.15% 2004                                                                              5,500                5,651
 9.75% 2009                                                                              2,000                2,230
 7.125% 2010                                                                            46,625               46,508
 7.625% 2010                                                                             5,000                4,956
Xerox Capital (Europe) PLC 5.875% 2004                                                  28,500               28,785
ON Semiconductor Corp.:
 13.00% 2008                                                                            37,165               42,554
 Semiconductor Components Industries, LLC 12.00% 2010 (5)                               22,125               26,052
SCG Holding Corp. 12.00% 2009                                                            3,305                3,462
Sanmina-SCI Corp. 10.375% 2010                                                          51,750               60,936
SCI Systems, Inc. 3.00% convertible subordinated debentures 2007                        12,000               10,935
Micron Technology, Inc.:
 6.50% 2005 (1)                                                                         45,000               43,650
 2.50%  convertible notes 2010  (1)                                                      8,000               10,680
Amkor Technology, Inc.:
 5.75% convertible notes 2006                                                            6,800                6,502
 9.25% 2008                                                                             19,935               21,629
 7.75% 2013 (1)                                                                         21,310               21,523
Fairchild Semiconductor Corp.:
 5.00% convertible notes 2008                                                           17,850               17,560
 10.50% 2009                                                                            27,675               30,927
Motorola, Inc.:
 7.625% 2010                                                                             7,000                8,015
 8.00% 2011                                                                             14,235               16,513
 7.50% 2025                                                                              9,500               10,212
 6.50% 2028                                                                              3,175                3,076
 5.22% 2097                                                                              4,550                3,401
Juniper Networks, Inc. 4.75% convertible subordinated notes 2007                        25,750               25,235
Analog Devices, Inc. 4.75% convertible subordinated notes 2005                          20,200               20,654
Nortel Networks Ltd. 6.125% 2006                                                        17,925               18,104
Celestica Inc. 0% convertible debentures 2020                                           32,625               17,332
Flextronics International Ltd.:
 9.75% 2010                                                                      Euro   11,310               14,516
 6.50% 2013 (1)                                                                  $       2,500                2,494
Jabil Circuit, Inc. 5.875% 2010                                                         14,750               15,341
Lucent Technologies Inc. 7.25% 2006                                                     15,000               14,512
Conexant Systems, Inc. 4.00% convertible subordinated notes 2007                        14,700               12,550
LSI Logic Corp. 4.00% convertible notes 2006                                             3,000                2,884
Hyundai Semiconductor America, Inc. 8.625% 2007 (1)                                      2,600                2,223
Cypress Semiconductor Corp. 3.75% convertible subordinated notes 2005                    1,525                1,483
TriQuint Semiconductor, Inc. 4.00% convertible subordinated notes 2007                   1,060                  918
                                                                                                            687,149

RETAILING  -  7.52%
Delhaize America, Inc.:
 7.375% 2006                                                                            33,325               35,824
 8.125% 2011                                                                            55,645               61,488
 9.00% 2031                                                                             23,000               25,702
J.C. Penney Co., Inc.:
 7.05% 2005                                                                              6,380                6,667
 Series A, 6.50% 2007                                                                      250                  261
 7.60% 2007                                                                              1,375                1,492
 7.375% 2008                                                                             7,030                7,522
 8.00% 2010                                                                             24,000               26,460
 9.00% 2012                                                                              4,020                4,563
 6.875% 2015                                                                             7,920                7,841
 7.65% 2016                                                                              2,000                2,100
 7.95% 2017                                                                             14,750               15,635
 9.75% 2021 (9)                                                                          8,136                8,502
 8.25% 2022 (9)                                                                         13,937               14,425
 7.125% 2023                                                                               500                  475
 8.125% 2027                                                                             8,925                9,193
 7.40% 2037                                                                              5,745                6,118
 7.625% 2097                                                                             9,875                9,134
Ahold Finance U.S.A., Inc.:
 6.25% 2009                                                                             23,765               23,646
 8.25% 2010                                                                             16,027               17,309
 6.50% 2017                                                                      Lira    1,375                2,056
Koninklijke Ahold NV 5.875% 2008                                                 Euro   15,750               18,285
Koninklijke KPN NV 4.00% convertible note 2005                                          10,000               11,143
Ahold Lease Pass Through Trust: (9)
 Series 2001-A-1, 7.82% 2020                                                     $       3,452                3,368
 Series 2001-A-2, 8.62% 2025                                                             7,345                7,203
Amazon.com, Inc.:                                                                                            11,721
 4.75% convertible subordinated debentures 2009                                         12,225               68,354
 6.875% PEACS convertible subordinated notes 2010                                Euro   59,550
Saks Inc.:                                                                                                    5,375
 7.50% 2010                                                                      $       5,000               19,543
 9.875% 2011                                                                            16,492               15,125
 7.375% 2019                                                                            15,050
Gap, Inc.:                                                                                                    2,137
 9.90% 2005 (5)                                                                          1,900               17,474
 6.90% 2007                                                                             16,180               19,574
 10.55% 2008 (5)                                                                        16,210
Dillard's, Inc.:                                                                                              5,300
 6.125% 2003                                                                             5,300                2,994
 6.43% 2004                                                                              2,950                  970
 6.69% 2007                                                                              1,000                2,817
 6.30% 2008                                                                              2,950                5,912
 6.625% 2018                                                                             6,915                6,215
 7.00% 2028                                                                              7,720                6,697
Mercantile Stores Company, Inc. 8.20% 2022 (9)                                           7,125                2,225
Dillard Department Stores, Inc. 7.875% 2023                                              2,500
Pathmark Stores, Inc.:                                                                                       11,793
 8.75% 2012 (1)                                                                         11,450               16,789
 8.75% 2012                                                                             16,300
Toys "R" Us, Inc.:                                                                                            1,898
 6.875% 2006                                                                             1,750                2,181
 7.625% 2011                                                                             2,000               19,991
 7.875% 2013                                                                            18,250               15,983
Office Depot, Inc. 10.00% 2008                                                          13,375               12,561
PETCO Animal Supplies, Inc. 10.75% 2011                                                 10,875               10,200
Payless ShoeSource, Inc. 8.25% 2013 (1)                                                 10,000                4,935
DR Securitized Lease Trust, Series 1994 K-2, 9.35% 2019 (9) (10)                         9,665                3,732
Kmart Corp. Pass Through Trust, Series 1995 K-2, 9.78% 2020 (9)  (10)                    9,089
Rite Aid Corp.:                                                                                               1,504
 6.875% 2013                                                                             1,600                5,464
 7.70% 2027                                                                              6,280                4,089
Staples, Inc. 7.375% 2012                                                                3,500
Great Atlantic & Pacific Tea Co., Inc.:                                                                         283
 9.125% 2011                                                                               300
 9.375% QUIBS preferred 2039                                                            18,500 shares           423
                                                                                                            630,671

HOTELS, RESTAURANTS & LEISURE  -  6.38%
Six Flags, Inc.:
 7.25% PIERS convertible preferred 2009, Series B                                    1,000,000               19,600
 9.50% 2009                                                                      $      13,000               12,448
 8.875% 2010                                                                            25,125               23,178
 9.75% 2013 (1)                                                                         16,125               15,238
Premier Parks Inc. 9.75% 2007                                                           14,875               14,689
Royal Caribbean Cruises Ltd.:
 7.00% 2007                                                                             18,668               19,275
 6.75% 2008                                                                              7,340                7,450
 8.00% 2010                                                                             13,750               14,575
 8.75% 2011                                                                             12,000               13,140
Mohegan Tribal Gaming Authority:
 8.125% 2006                                                                             7,055                7,646
 6.375 2009 (1)                                                                         14,160               14,355
 8.375% 2011                                                                             4,000                4,380
 8.00% 2012                                                                              7,775                8,436
MGM Mirage, Inc.:
 6.00% 2009                                                                             11,750               11,867
 8.50% 2010                                                                              3,100                3,503
Mirage Resorts, Inc.:
 6.625% 2005                                                                             1,950                2,038
 6.75% 2007                                                                              7,450                7,860
 6.75% 2008                                                                              4,800                5,076
Boyd Gaming Corp.:
 9.25% 2009                                                                              6,595                7,395
 7.75% 2012                                                                             15,500               16,081
 8.75% 2012                                                                              4,500                4,899
Buffets, Inc. 11.25% 2010                                                               22,400               23,408
IT&T Corp. 6.75% 2005                                                                   12,000               12,705
Starwood Hotels & Resorts Worldwide, Inc.:
 7.375% 2007                                                                             6,625                7,138
 7.875% 2012                                                                             2,575                2,833
Horseshoe Gaming Holding Corp., Series B, 8.625% 2009                                   19,500               20,987
Harrah's Operating Co., Inc.:
 7.875% 2005                                                                            10,875               11,799
 7.125% 2007                                                                             3,850                4,372
 8.00% 2011                                                                              3,189                3,783
Station Casinos, Inc.:
 8.375% 2008                                                                            16,250               17,611
 9.875% 2010                                                                             2,000                2,222
Extended Stay America, Inc. 9.875% 2011                                                 17,625               19,542
Argosy Gaming Co.:
 10.75% 2009                                                                             7,375                8,122
 9.00% 2011                                                                             10,350               11,307
Circus and Eldorado Joint Venture and Silver Legacy Resort Casino 10.125% 2012          17,380               17,380
Hilton Hotels Corp.:
 7.625% 2008                                                                             4,700                5,170
 7.20% 2009                                                                              9,710               10,487
 8.25% 2011                                                                              1,290                1,448
YUM  Brands, Inc. 7.70% 2012                                                            14,150               15,742
Coast Hotels and Casinos, Inc. 9.50% 2009                                               14,500               15,551
Eldorado Resorts LLC 10.50% 2006                                                        14,250               14,464
Florida Panthers Holdings, Inc. 9.875% 2009                                             12,250               13,123
Jupiters Ltd. 8.50% 2006                                                                11,780               12,914
Sbarro, Inc. 11.00% 2009                                                                14,000               12,180
International Game Technology:
 7.875% 2004                                                                             6,000                6,216
 8.375% 2009                                                                             3,250                3,946
Perkins Family Restaurants, LP, Perkins Finance Corp., Series B, 10.125% 2007           10,250               10,045
Mandalay Resort Group, Series B, 10.25% 2007                                             7,500                8,663
CKE Restaurants, Inc. 9.125% 2009                                                        6,179                6,241
Ameristar Casinos, Inc. 10.75% 2009                                                      2,000                2,285
AMF Bowling Worldwide, Inc. 0% convertible debentures 2018 (1)  (6) (7)                 10,508                    1
                                                                                                            534,814

DIVERSIFIED TELECOMMUNICATION SERVICES  -  5.15%
Qwest Services Corp.: (1)
 13.00% 2007                                                                            46,641               52,471
 13.50% 2010                                                                            17,530               20,510
 14.00% 2014                                                                             8,097                9,777
Qwest Capital Funding, Inc. 7.75% 2006                                                  29,100               28,664
Qwest Corp. 8.875% 2012 (1)                                                              3,600                4,014
U S WEST, Inc. 7.20% 2004                                                                1,500                1,549
Sprint Capital Corp.:
 7.90% 2005                                                                              1,500                1,621
 7.125% 2006                                                                            10,140               11,142
 6.00% 2007                                                                             13,502               14,543
 7.625% 2011                                                                            23,860               26,942
 8.375% 2012                                                                            10,550               12,468
 6.90% 2019                                                                             12,332               12,679
NTL Inc. 19.00% 2010 (2)                                                                36,245               35,339
Comcast UK Cable Partners Ltd. 11.20% 2007                                              20,605               20,734
Cincinnati Bell Inc. 7.25% 2013 (1)                                                     51,750               51,491
AT&T Corp. 7.80% 2011 (5)                                                               32,000               37,055
TeleWest PLC: (6)
 9.625% 2006                                                                             6,100                2,898
 11.00% 2007                                                                            18,160                8,944
Telewest Communications PLC: (6)
 11.25% 2008                                                                             9,210                4,467
 9.875% 2010                                                                            29,883               13,970
 0%/11.375% 2010 (3)                                                                    12,000                4,380
France Telecom 9.00% 2011 (5)                                                           17,250               21,107
NTELOS, Inc. 9.00% convertible bonds 2013 (1) (7)                                       14,555               14,656
TELUS Corp. 7.50% 2007                                                                   8,250                9,286
FairPoint Communications, Inc. 11.875% 2010                                              4,950                5,668
PCCW-HKT Capital Ltd. 7.75% 2011 (1)                                                     4,750                5,445
GT Group Telecom Inc. 0%/13.25% 2010 (3)  (6)                                           11,000                   23
VoiceStream Wireless Corp. 10.375% 2009                                                      1                    1
XO Communications, Inc. 14.00% preferred 2009 (2) (4)                                       40 shares             0
                                                                                                            431,844

UTILITIES  -  4.73%
Edison Mission Energy:
 10.00% 2008                                                                     $       7,000                6,195
 7.73% 2009                                                                             21,375               17,528
 9.875% 2011                                                                            18,625               16,018
Southern California Edison 8.00% 2007 (1)                                               30,725               34,489
Mission Energy Holding Co. 13.50% 2008                                                  34,975               23,258
Edison International 6.875% 2004                                                        20,000               20,450
Midwest Generation, LLC, Series B, 8.56% 2016 (9)                                       15,350               14,285
Homer City Funding LLC 8.734% 2026 (9)                                                  10,800               11,124
AES Corp.:
 10.00% 2005 (1)                                                                        14,450               14,956
 9.50% 2009                                                                             19,357               20,034
 9.375% 2010                                                                            10,569               10,833
 8.75% 2013 (1)                                                                         43,985               46,404
 9.00% 2015 (1)                                                                         15,150               16,097
AES Trust VII 6.00% convertible preferred 2008                                         264,925 shares        10,067
Dynegy Holdings Inc.: (1)
 9.875% 2010                                                                     $      18,025               18,926
 10.125% 2013                                                                           37,140               39,368
Duke Capital Corp. 7.50% 2009                                                           18,375               20,703
Drax Holdings Ltd., Series B, 10.41% 2020 (9)                                           22,975               17,231
FPL Energy American Wind, LLC 6.639% 2023 (1)  (9)                                      14,475               14,711
Nevada Power Co. 9.00% 2013 (1)                                                          8,000                8,300
TNP Enterprises, Inc., Series B, 10.25% 2010                                             4,250                4,399
Williams Companies, Inc. 8.125% 2012                                                     1,750                1,829
Williams Holdings of Delaware, Inc. 6.25% 2006                                           1,250                1,250
Israel Electric Corp. Ltd. 7.75% 2027 (1)                                                2,550                2,618
El Paso Corp. 7.875% 2012                                                                3,000                2,535
Dominion Resources, Inc., Series 2002-C, 5.70% 2012  (5)                                 1,800                1,917
Oncor Electric Delivery Co. 6.375% 2012                                                    670                  750
                                                                                                            396,275

FINANCIALS  -  3.96%
Fuji JGB Investment LLC, Series A, 9.87% noncumulative
  preferred (undated) (1)  (5)                                                          50,580               54,566
IBJ Preferred Capital Co. LLC, Series A, 8.79%
  noncumulative preferred (undated) (1)  (5)                                            36,650               37,841
Capital One Financial Corp.:
 7.25% 2006                                                                              5,500                5,912
 8.75% 2007                                                                             32,815               36,980
 7.125% 2008                                                                             5,000                5,407
Capital One Bank 6.50% 2013                                                             12,500               12,817
Providian Financial Corp.:
 3.25% convertible debentures 2005                                                      20,000               18,800
 Series A, 9.525% 2027 (1) (11)                                                         15,000               13,725
UFJ Finance Aruba AEC 6.75% 2013                                                        16,745               17,575
Tokai Preferred Capital Co. LLC, Series A, 9.98% noncumulative
  preferred (undated) (1)  (5)                                                          13,500               14,677
MBNA Corp.:
 5.625% 2007                                                                            10,000               10,876
 Series F, 7.50% 2012                                                                    7,500                8,773
 MBNA Capital A, Series A, 8.278% 2026                                                   7,500                8,129
Sumitomo Mitsui Banking Corp. 8.00% 2012                                                 9,750               11,705
SB Treasury Co. LLC, Series A, 9.40% noncumulative preferred (undated) (1)  (5)          8,480                9,158
Bayer Hypo-Vereinsbank 8.741% 2031 (1)                                                   9,903               10,944
ACE Capital Trust II 9.70% 2030                                                          6,250                8,172
Mangrove Bay Pass Through Trust 6.102% 2033 (1)                                          8,000                7,976
Household Finance Corp. 6.40% 2008                                                       6,000                6,741
Prudential Holdings, LLC, Series C, 8.695% 2023 (1)  (9)                                 5,000                6,157
Chevy Chase Preferred Capital Corp., Series A, 10.375% exchangeable preferred          106,389 shares         6,022
BankUnited Capital Trust, BankUnited Financial Corp. 10.25% 2026                 $       4,500                4,916
CNA Financial Corp. 7.25% 2023                                                           5,000                4,667
Kazkommerts International BV 8.50% 2013 (1)                                              3,500                3,421
Advanta Capital Trust I, Series B, 8.99% 2026                                            4,500                2,948
Sovereign Capital Trust I 9.00% 2027                                                     2,500                2,772
                                                                                                            331,677

AUTOMOBILES & COMPONENTS  -  3.60%
Ford Motor Credit Co.:
 6.875% 2006                                                                            13,500               14,369
 6.50% 2007                                                                             25,000               26,440
 7.375% 2009                                                                            14,000               14,941
 7.875% 2010                                                                            12,025               13,055
 7.25% 2011                                                                             10,000               10,452
 7.375% 2011                                                                            19,000               20,013
Ford Motor Co. Capital Trust II 6.50% cumulative convertible
  trust preferred 2032                                                                 160,600 shares         6,956
General Motors Acceptance Corp.:
 6.125% 2006                                                                     $       5,000                5,315
 6.125% 2007                                                                            13,500               14,285
 6.15% 2007                                                                             10,000               10,598
 6.875% 2011                                                                            12,000               12,475
 6.875% 2012                                                                            27,500               28,499
General Motors Corp.:
 7.20% 2011                                                                              7,250                7,650
 Series B, 5.25% convertible debentures 2032                                               500               11,490
TRW Automotive Acquisition Corp.: (1)
 9.375% 2013                                                                            18,850               21,301
 11.00% 2013                                                                             2,520                2,948
Tenneco Automotive Inc.:
 Series B, 11.625% 2009                                                                 11,000               10,890
 10.25% 2013 (1)                                                                         3,875                4,224
Stoneridge, Inc. 11.50% 2012                                                            13,075               15,004
Lear Corp., Series B, 8.11% 2009                                                        12,675               14,640
Visteon Corp. 8.25% 2010                                                                 9,000                9,606
ArvinMeritor, Inc.:
 6.625% 2007                                                                               750                  743
 8.75% 2012                                                                              4,375                4,605
Meritor Automotive, Inc. 6.80% 2009                                                      2,200                2,145
Dana Corp. 10.125% 2010                                                                  4,925                5,528
R.J. Tower Corp. 12.00% 2013 (1)                                                         5,000                5,100
Dura Operating Corp., Series B, 8.625% 2012                                              4,625                4,822
DaimlerChrysler North America Holding Corp. 7.20% 2009                                   3,000                3,366
Key Plastics Holdings, Inc., Series B, 10.25% 2007 (6) (7)                               9,650                  121
                                                                                                            301,581

OIL & GAS  -  3.53%
Premcor Refining Group Inc.:
 9.25% 2010                                                                             12,675               13,879
 9.50% 2013                                                                             27,375               30,249
 7.50% 2015                                                                             18,550               18,596
Clark Refining & Marketing, Inc.:
 8.375% 2007                                                                             2,225                2,281
 8.875% 2007                                                                            29,140               29,869
 8.625% 2008                                                                             1,120                1,159
Port Arthur Finance Corp. 12.50% 2009 (9)                                                1,906                2,220
General Maritime Corp. 10.00% 2013                                                      33,990               38,154
Western Oil Sands Inc. 8.375% 2012                                                      30,355               34,529
Petrozuata Finance, Inc., Series B: (9)
 8.22% 2017 (1)                                                                         29,490               25,361
 8.22% 2017                                                                              6,900                5,934
Newfield Exploration Co.:
 Series B, 7.45% 2007                                                                    1,750                1,881
 7.625% 2011                                                                             3,500                3,763
 8.375% 2012                                                                            22,000               23,980
Overseas Shipholding Group, Inc.:
 8.25% 2013                                                                             11,000               11,550
 8.75% 2013                                                                              7,000                7,499
Teekay Shipping Corp. 8.875% 2011                                                       16,875               18,731
Pogo Producing Co.:
 10.375% 2009                                                                            8,250                8,889
 Series B, 8.25% 2011                                                                    1,700                1,857
XTO Energy Inc.:
 7.50% 2012                                                                              4,450                4,973
 6.25% 2013                                                                              3,000                3,120
Valero Energy Corp. 6.125% 2007                                                          3,940                4,324
Pemex Project Funding Master Trust:
 7.875% 2009                                                                             1,400                1,596
 8.625% 2022                                                                             1,170                1,310
                                                                                                            295,704

CONSUMER DURABLES & APPAREL  -  3.18%
K. Hovnanian Enterprises, Inc.:
 10.50% 2007                                                                            12,480               14,570
 8.875% 2012                                                                            14,475               15,561
 7.75% 2013 (1)                                                                         15,750               16,301
D.R. Horton, Inc.:
 8.00% 2009                                                                             14,770               16,210
 9.75% 2010                                                                              3,000                3,390
 6.875% 2013                                                                             3,000                3,030
Schuler Homes, Inc. 10.50% 2011                                                          6,280                7,151
WCI Communities, Inc.:
 10.625% 2011                                                                           21,600               23,760
 9.125% 2012                                                                             5,325                5,724
Ryland Group, Inc.:
 5.375% 2008                                                                            18,000               18,203
 9.75% 2010                                                                              9,825               11,274
MDC Holdings, Inc.:
 7.00% 2012                                                                             15,900               17,507
 5.50% 2013                                                                              4,000                4,007
William Lyon Homes, Inc. 10.75% 2013                                                    17,495               19,070
Warnaco Inc. 8.875% 2013 (1)                                                            15,875               17,105
Toll Corp.:
 8.25% 2011                                                                              1,750                1,916
 8.25% 2011                                                                              5,500                6,023
Toll Brothers, Inc. 6.875% 2012                                                          6,750                7,570
Beazer Homes USA, Inc. 8.375% 2012                                                      13,250               14,376
Levi Strauss & Co.:
 11.625% 2008                                                                    Euro    3,316                3,250
 11.625% 2008                                                                    $       2,400                1,980
 12.25% 2012                                                                             9,125                7,346
Salton/Maxim Housewares, Inc. 10.75% 2005                                                4,300                4,246
Salton, Inc. 12.25% 2008                                                                 6,575                6,460
Boyds Collection, Ltd., Series B, 9.00% 2008                                             8,122                8,254
Lennar Corp.:
 7.625% 2009                                                                             3,250                3,797
Series B, 9.95% 2010                                                                     2,500                2,895
Pulte Homes, Inc.:
 7.875% 2032                                                                             2,430                2,770
 6.375% 2033                                                                             2,500                2,407
                                                                                                            266,153

CAPITAL GOODS  -  3.00%
Tyco International Group SA:
 6.375% 2005                                                                             9,900               10,346
 6.125% 2008                                                                            21,225               22,286
 6.125% 2009                                                                            11,500               12,075
 6.375% 2011                                                                            11,500               11,917
Terex Corp.:
 8.875% 2008                                                                             2,000                2,095
 9.25% 2011                                                                             23,900               26,290
 Class B, 10.375% 2011                                                                  12,300               13,838
Technical Olympic USA, Inc.:
 9.00% 2010                                                                             17,400               18,444
 10.375% 2012                                                                           19,500               21,060
American Standard Inc.:
 7.375% 2005                                                                             7,220                7,671
 7.375% 2008                                                                             4,450                4,884
 8.25% 2009                                                                             10,190               11,515
 7.625% 2010                                                                             8,850                9,912
Cummins Inc. 9.50% 2010 (1)                                                             12,475               14,284
Cummins Capital Trust I 7.00% QUIPS convertible preferred 2031  (1)                    180,000 shares        10,575
Bombardier Capital Inc., Series A, 6.125% 2006 (1)                               $      12,200               12,902
Nortek, Inc., Class B:
 9.125% 2007                                                                             4,000                4,140
 9.25% 2007                                                                              1,000                1,035
 9.875% 2011                                                                             5,350                5,684
Koppers Industry Inc. 9.875% 2013 (1)                                                    9,875                9,875
Swire Pacific Offshore Financing Ltd. 9.33% cumulative guaranteed perpetual
   preferred capital securities (1)                                                    351,648 shares         9,231
AGCO Corp. 9.50% 2008                                                            $       5,250                5,696
Jacuzzi Brands, Inc. 9.625% 2010 (1)                                                     3,000                3,128
NMHG Holding Co. 10.00% 2009                                                             2,000                2,210
                                                                                                            251,093

COMMERCIAL SERVICES & SUPPLIES  -  2.23%
Allied Waste North America, Inc.:
 Series B, 7.625% 2006                                                                   7,000                7,350
 8.50% 2008                                                                             18,000               19,530
 Series B, 8.875% 2008                                                                  18,750               20,391
 10.00% 2009                                                                            48,225               52,505
United Rentals (North America), Inc.:
 10.75% 2008 (1)                                                                        18,575               20,665
 10.75% 2008                                                                             5,000                5,563
Cendant Corp.:
 6.25% 2008                                                                              6,000                6,598
 7.125% 2015                                                                             7,500                8,539
PHH Corp. 7.125% 2013                                                                    5,000                5,602
KinderCare Learning Centers, Inc., Series B, 9.50% 2009                                 19,850               20,049
Waste Management, Inc.:
 6.875% 2009                                                                             1,500                1,702
 7.375% 2010                                                                             3,000                3,512
WMX Technologies, Inc.:
 6.375% 2003                                                                             1,000                1,007
 7.10% 2026                                                                              2,150                2,360
Synagro Technologies, Inc. 9.50% 2009                                                    4,000                4,400
Stericycle, Inc., Series B, 12.375% 2009                                                 3,407                3,935
Protection One Alarm Monitoring, Inc. 13.625% 2005 (5) (7)                               3,543                3,012
Safety-Kleen Services, Inc. 9.25% 2008 (6) (7)                                           7,000                  140
                                                                                                            186,860

FOOD & BEVERAGES  -  1.65%
Burns Philp Capital Pty Ltd.: (1)
 9.50% 2010                                                                             16,750               17,588
 10.75% 2011                                                                            14,575               15,304
 9.75% 2012                                                                             52,247               52,508
Constellation Brands, Inc. 8.125% 2012                                                  16,200               17,577
Canandaigua Brands, Inc. 8.50% 2009                                                      1,300                1,378
Del Monte Corp. 8.625% 2012 (1)                                                         16,775               18,411
Fage Dairy Industry SA 9.00% 2007                                                       10,000               10,050
Dole Food Co., Inc. 8.875% 2011                                                          5,210                5,575
                                                                                                           138,391

HEALTH CARE PROVIDERS & SERVICES  -  1.40%
Columbia/HCA Healthcare Corp.:
 6.91% 2005                                                                             13,250               13,995
 7.00% 2007                                                                              8,255                8,999
HCA Inc.:
 6.95% 2012                                                                              5,000                5,313
 6.25% 2013                                                                             16,275               16,533
Quintiles Transnational 10.00% 2013 (1)                                                 29,100               30,191
Concentra Operating Corp.:
 Series A, 13.00% 2009                                                                   5,775                6,439
 9.50% 2010 (1)                                                                         20,350               21,368
Tenet Healthcare Corp.:
 5.375% 2006                                                                             5,515                5,432
 6.375% 2011                                                                             7,500                7,219
Integrated Health Services, Inc.: (6) (7)
 10.25% 2006 (5)                                                                        11,250                  253
 Series A:
  9.50% 2007                                                                            37,500                  844
  9.25% 2008                                                                            46,250                1,041
                                                                                                            117,627

TRANSPORTATION  -  1.17%
Northwest Airlines, Inc.:
 8.52% 2004                                                                              3,625                3,516
 7.625% 2005                                                                             5,250                4,633
 8.875% 2006                                                                            20,090               15,520
 9.875% 2007                                                                            13,250               10,269
 7.875% 2008                                                                            13,900               10,286
Continental Airlines, Inc.:
 8.00% 2005                                                                              9,815                9,054
 Series 2000-2, Class C, 8.312% 2011 (9)                                                 6,942                5,273
 Series 2000-1, Class A-1, 8.048% 2022 (9)                                               3,161                3,110
TFM, SA de CV:
 10.25% 2007                                                                             2,295                2,375
 11.75% 2009                                                                             9,600                9,888
 12.50% 2012                                                                             2,310                2,553
Kansas City Southern Railway Co.:
 9.50% 2008                                                                              3,375                3,738
 7.50% 2009                                                                              5,365                5,593
RailAmerica Transportation Corp. 12.875% 2010                                            6,545                7,249
International Shipholding Corp., Series B, 7.75% 2007                                    1,950                1,848
Delta Air Lines, Inc. 9.75% 2021                                                         2,200                1,474
USAir, Inc. Pass Through Trust, Series 1993-A3, 10.375% 2013 (6) (9)                     2,977                  930
United Air Lines, Inc.: (6)
 9.00% 2003                                                                              3,000                  296
 1991 Equipment Trust Certificates, Series A, 10.11% 2006 (9)                            1,907                  381
                                                                                                             97,986

REAL ESTATE  -  0.82%
Host Marriott, LP:
 Series E, 8.375% 2006                                                                   7,450                7,832
 Series G, 9.25% 2007                                                                    2,150                2,357
 Series I, 9.50% 2007                                                                    3,550                3,905
HMH Properties, Inc.:
 Series A, 7.875% 2005                                                                  10,510               10,825
 Series B, 7.875% 2008                                                                   1,350                1,394
Felcor Lodging LP:
 10.00% 2008 (5)                                                                         1,500                1,620
 8.50% 2011                                                                             16,465               17,618
Equity Office Properties Trust, Series B, 5.25% convertible preferred 2008             200,000 shares         9,840
MeriStar Hospitality Operating Partnership, MeriStar Hospitality Finance:
 Corp. II 10.50% 2009                                                            $       2,250                2,441
 Corp. III 9.125% 2011                                                                   5,125                5,407
Rouse Co. 7.20% 2012                                                                     5,000                5,703
                                                                                                             68,942

OTHER  -  0.66%
Freddie Mac 4.25% 2005                                                                  20,000               20,933
Elan Finance Corp. Ltd. 0% convertible notes 2018                                       20,325               12,144
Iron Mountain Inc.:
 Pierce Leahy Command Co., 8.125% 2008                                                     550                  573
 8.625% 2013                                                                             2,000                2,140
 7.75% 2015                                                                              6,200                6,433
Playtex Products, Inc. 9.375% 2011                                                       5,750                5,549
Electronic Data Systems Corp. 6.85% 2004                                                 5,000                5,183
GMAC Commercial Mortgage Securities, Inc., Series 1997-C2,
  Class E, 7.624% 2029 (5)  (9)                                                          2,500                2,226
Exodus Communications, Inc. 11.625% 2010 (6)                                             4,076                   82
                                                                                                             55,263


ASSET-BACKED OBLIGATIONS
Asset-backed obligations  -  0.33%
Consumer Credit Reference Index Securities Program Trust, Series 2002-2A,
  Class FX, 10.421% 2007 (1)                                                            16,500              17,447
Mediterranean Re PLC 6.98% 2005 (1)  (5)  (9)                                            5,000                5,100
Residential Reinsurance 2002 Ltd. 6.04% 2005 (1)  (5)  (9)                               5,000                5,000
                                                                                                             27,547

GOVERNMENT OBLIGATIONS
Non-U.S. government obligations  -  2.59%
Brazil (Federal Republic of):
 Global 10.00% 2007                                                                      1,000                1,074
 Debt Conversion Bond, Series L, Bearer, 2.188% 2012 (5)                                 2,500                2,013
 10.25% 2013                                                                            28,000               27,510
 Bearer 8.00% 2014 (2)                                                                   7,957                7,361
 8.875% 2024                                                                             1,895                1,531
 11.00% 2040                                                                            13,110               12,455
Russian Federation:
 12.75% 2028                                                                             8,000               12,980
 5.00% 2030 (5)                                                                         22,865               21,750
United Mexican States Government:
 Global 8.625% 2008                                                                      6,780                8,092
 Series M10, 10.50% 2011                                                         MXP    12,320                1,276
 Eurobonds, Global 6.375% 2013                                                   $       4,000                4,230
 Eurobonds 11.375% 2016                                                                  6,751                9,742
 Global 8.125% 2019                                                                      3,695                4,185
 Global 8.30% 2031                                                                       3,020                3,437
Panama (Republic of):
 Interest Reduction Bond 1.938% 2014 (5)                                                 5,327                5,008
 10.75% 2020                                                                               415         497
 Global 9.375% 2023                                                                     12,210               13,187
 8.875% 2027                                                                             2,000                2,070
Peru (Republic of):
 9.125% 2012                                                                             4,909                5,486
 9.875% 2015                                                                             7,500                8,719
 Past Due Interest Eurobond 5.00% 2017 (5)                                                 409                  378
Dominican Republic:
 9.50% 2006 (1)                                                                          3,130                3,099
 9.50% 2006                                                                              1,250                1,238
 9.04% 2013 (1)                                                                          6,095                5,546
 2.063% 2024 (5)                                                                           500                  364
Colombia (Republic of):
 10.00% 2012                                                                             1,500                1,639
 Global 10.75% 2013                                                                      6,800                7,650
 Global 10.375% 2033                                                                       700                  732
Bulgaria (Republic of):
 8.25% 2015 (1)                                                                          3,160                3,616
 8.25% 2015                                                                              4,900                5,607
Turkish Treasury Bill:
 0% 2003                                                                  TRL    2,284,750,000                1,576
 0% 2004                                                                         2,895,745,000                1,903
Turkey (Republic of):
 9.875% 2008                                                                     $       2,335                2,536
 12.375% 2009                                                                            1,925                2,267
Ukraine Government 7.65% 2013 (1)                                                        4,900                4,900
State of Qatar 9.75% 2030                                                                3,500                4,883
Banque Centrale de Tunisie 7.375% 2012                                                   3,500                3,964
Guatemala (Republic of):
 10.25% 2011 (1)                                                                         1,000                1,150
 10.25% 2011                                                                             1,000                1,150
  9.25% 2013 (1)                                                                         1,500                1,601
El Salvador (Republic of) 7.75% 2023 (1)                                                 2,775                2,928
Argentina (Republic of):
 Global 7.00%/15.50% 2008 (3) (10)                                                       1,500                  435
 11.75% 2009 (10)                                                                           75                   21
 1.162% 2012 (5)                                                                         2,380                1,465
 11.375% 2017 (10)                                                                          80                   23
 Global 12.25% 2018 (2) (10)                                                             2,860                  766
 Global 12.00% 2031 (2)  (10)                                                               53                   14
Venezuela (Republic of) 9.25% 2027                                                       2,130                1,657
Philippines (Republic of):
 9.875% 2019                                                                               500                  546
 Global 10.625% 2025                                                                       945                1,096
Central Bank of Nigeria, Series WRN, 0% 2020 (7)                                             1                    0
                                                                                                            217,353

U.S. TREASURY NOTES AND BONDS  -  1.05%
 7.50% February 2005 (11)                                                                6,000                6,518
 5.75% November 2005                                                                    14,000               15,234
 6.625% May 2007                                                                        25,000               28,797
 3.25% August 2007                                                                       5,000                5,163
 4.75% November 2008                                                                    10,000               10,897
 7.50% November 2016                                                                    12,000               15,675
 7.875% February 2021                                                                    4,000                5,465
                                                                                                             87,749


                                                                                                             Market
                                                                                                              value
EQUITY-RELATED SECURITIES                                                                                     (000)

Common stocks & warrants  -  2.34%
SpectraSite, Inc. (1) (4) (7) (12)                                                   2,541,328 shares        66,424
Dobson Communications Corp., Class A  (1) (4)                                        5,754,785               46,729
NTELOS, Inc.  (4) (7) (12)                                                           1,247,193               24,832
ZiLOG, Inc.  (4) (12)                                                                3,315,000               10,608
ZiLOG, Inc. - MOD III Inc., units  (4) (7) (12)                                          3,315                1,776
Nextel Communications, Inc., Class A  (1)  (4)                                         613,418               12,078
Fairchild Semiconductor Corp., Class A  (4)                                            500,000                8,290
American Tower Corp., warrants, expire 2008  (1)  (4)                                   38,250                5,355
Equity Office Properties Trust                                                         150,000                4,129
Emmis Communications Corp., Class A  (4)                                               201,000                4,056
Viacom Inc., Class B, nonvoting                                                         63,225                2,422
Clear Channel Communications, Inc.                                                      51,012                1,954
DigitalGlobe, Inc. (1)  (4) (7)                                                      3,064,647                1,532
VersaTel Telecom International NV (4)                                                  779,280                1,482
NTL Inc. (1)  (4) (7)                                                                   29,500                1,251
Radio One, Inc., Class A  (4)                                                           22,000                  323
Radio One, Inc., Class D, nonvoting  (4)                                                44,000                  632
Clarent Hospital Corp. (4) (12)                                                        576,849                  937
Cincinnati Bell Inc.  (4)                                                               70,740                  360
Nortel Inversora SA, Class A, preferred (ADR) (Argentina) (1)  (4) (7)                 675,397                  338
Netia Holdings SA (4)                                                                  327,966                  324
XO Communications, Inc.  (4)                                                            18,882                  110
XO Communications, Inc., Series A, warrants, expire 2010  (4)                           37,767                   59
XO Communications, Inc., Series B, warrants, expire 2010  (4)                           28,325                   42
XO Communications, Inc., Series C, warrants, expire 2010  (4)                           28,325                   31
KMC Telecom Holdings, Inc., warrants, expire 2008  (1)  (4)                             22,500                   67
Allegiance Telecom, Inc., warrants, expire 2008  (1)  (4) (7)                            5,000                    1
GT Group Telecom Inc., warrants, expire 2010 (1)  (4) (7)                               11,000                    0
Protection One, Inc., warrants, expire 2005  (1)  (4) (7)                               30,400                    0
                                                                                                            196,142


Miscellaneous  -  0.38%
Investment securities in initial period of acquisition                                                       31,961


TOTAL BONDS, NOTES & equity securities (cost: $7,691,234,000)                                             8,014,621



                                                                                     Principal
                                                                                        amount
SHORT-TERM SECURITIES                                                                    (000)

U.S. Treasuries  -  1.57%
U.S. Treasury Bills 0.872%-0.94% due 10/16-12/11/2003 (11)                       $     131,800              131,666


Corporate short-term notes  -  1.15%
E.I. DuPont de Nemours & Co. 1.03%-1.06% due 10/21-12/16/2003 (11)                      79,000               78,864
Motiva Enterprises LLC 1.09% due 10/1/2003                                              17,300               17,299
                                                                                                             96,163

TOTAL SHORT-TERM SECURITIES (cost: $227,821,000)                                                            227,829

TOTAL INVESTMENT SECURITIES (cost: $7,919,055,000)                                                        8,242,450

OTHER ASSETS LESS LIABILITIES                                                                               138,348

NET ASSETS                                                                                               $8,380,798


(1)  Purchased  in a private  placement  transaction;  resale  may be limited to
     qualified   institutional   buyers;   resale  to  the  public  may  require
     registration.
(2)  Payment in kind; the issuer has the option of paying additional  securities
     in lieu of cash.
(3)  Step bond; coupon rate will increase at a later date.
(4)  Security did not produce income during the last 12 months.
(5)  Coupon rate may change periodically.
(6)  Company not making  scheduled  interest  payments;  bankruptcy  proceedings
     pending.
(7)  Valued  under fair value  procedures  adopted by  authority of the Board of
     Trustees.
(8)  Company  did not make  principal  payment  upon  scheduled  maturity  date;
     reorganization pending.
(9)  Pass-through security backed by a pool of mortgages or other loans on which
     principal payments are periodically made. Therefore, the effective maturity
     is shorter than the stated maturity.
(10) Scheduled interest payments not made; reorganization pending.
(11) This security, or a portion of this security,  has been segregated to cover
     funding requirements on investment transactions settling in the future.
(12) The fund owns 5.35%,  9.45%,  11.37% and 12.47% of the  outstanding  voting
     securities of SpectraSite,  Inc.,  Clarent Hospital Corp.,  ZiLOG, Inc. and
     NTELOS,  Inc.,  respectively,  and thus is considered an affiliate of these
     companies under the Investment Company Act of 1940.


See Notes to Financial Statements


FINANCIAL STATEMENTS

Statement of assets and liabilities
                     (dollars and shares in thousands, except per-share amounts)
at September 30, 2003

ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $7,772,022)           $8,137,873
  Affiliated issuers (cost: $147,033)                  104,577       $8,242,450
 Cash                                                                    13,695
 Receivables for:
  Sales of investments                                  18,784
  Sales of fund's shares                                30,539
  Dividends and interest                               153,510          202,833
                                                                      8,458,978
LIABILITIES:
 Payables for:
  Purchases of investments                              55,883
  Repurchases of fund's shares                           9,490
  Dividends on fund's shares                             5,842
  Open forward currency contracts                        1,193
  Investment advisory services                           2,439
  Services provided by affiliates                        3,240
  Deferred Trustees' compensation                           63
  Other fees and expenses                                   30           78,180
NET ASSETS AT SEPTEMBER 30, 2003                                     $8,380,798

NET ASSETS CONSIST OF:
 Capital paid in on shares of beneficial interest                    $8,595,836
 Undistributed net investment income                                      2,355
 Accumulated net realized loss                                         (539,780)
 Net unrealized appreciation                                            322,387
NET ASSETS AT SEPTEMBER 30, 2003                                     $8,380,798

SHARES OF BENEFICIAL INTEREST ISSUED AND OUTSTANDING -
   UNLIMITED SHARES AUTHORIZED


                                               SHARES           NET ASSET
                          NET ASSETS         OUTSTANDING     VALUE PER SHARE (1)

Class A                   $6,234,692          524,795          $11.88
Class B                      735,719           61,928           11.88
Class C                      771,994           64,981           11.88
Class F                      470,329           39,589           11.88
Class 529-A                   28,420            2,392           11.88
Class 529-B                    7,222              608           11.88
Class 529-C                   16,193            1,363           11.88
Class 529-E                    1,539              130           11.88
Class 529-F                    1,015               85           11.88
Class R-1                      1,099               92           11.88
Class R-2                     14,739            1,241           11.88
Class R-3                     13,888            1,169           11.88
Class R-4                      8,741              736           11.88
Class R-5                     75,208            6,331           11.88


(1)  Maximum offering price and redemption price per share were equal to the net
     asset  value  per share for all share  classes,  except  for  classes A and
     529-A,  for which the  maximum  offering  prices per share were  $12.34 for
     each.

See Notes to Financial Statements


Statement of operations                                   (dollars in thousands)
for the year ended September 30, 2003

INVESTMENT INCOME:
 Income:
  Interest                                            $562,384
  Dividends                                             20,329        $582,713

 Fees and expenses:
  Investment advisory services                          24,736
  Distribution services                                 23,165
  Transfer agent services                                4,571
  Administrative services                                1,849
  Reports to shareholders                                  262
  Registration statement and prospectus                    691
  Postage, stationery and supplies                         494
  Trustees' compensation                                    44
  Auditing and legal                                        79
  Custodian                                                158
  State and local taxes                                     66
  Total expenses before reimbursement                   56,115
   Reimbursement of expenses                               138          55,977
 Net investment income                                                 526,736

NET REALIZED LOSS AND UNREALIZED
 APPRECIATION ON INVESTMENTS
 AND NON-U.S. CURRENCY:
 Net realized loss on:
  Investments                                         (143,292)
  Non-U.S. currency transactions                        (1,908)       (145,200)
 Net unrealized appreciation on:
  Investments                                        1,381,461
  Non-U.S. currency translations                          (883)      1,380,578
   Net realized loss and
    unrealized appreciation
    on investments and non-U.S. currency                             1,235,378
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS                                                    $1,762,114

See Notes to Financial Statements



Statement of changes in net assets                       (dollars in thousands)

                                                       Year ended September 30
                                                         2003          2002
OPERATIONS:
 Net investment income                                 $526,736       $384,478
 Net realized loss on investments and
  non-U.S. currency transactions                       (145,200)      (244,307)
 Net unrealized appreciation (depreciation)
  on investments and non-U.S. currency translations   1,380,578       (457,752)
  Net increase (decrease) in net assets
   resulting from operations                          1,762,114       (317,581)

DIVIDENDS PAID TO SHAREHOLDERS
 FROM NET INVESTMENT INCOME                            (509,744)      (373,620)

CAPITAL SHARE TRANSACTIONS                            3,033,873      1,650,268

TOTAL INCREASE IN NET ASSETS                          4,286,243        959,067

NET ASSETS:
 Beginning of year                                    4,094,555      3,135,488
 End of year (including
  undistributed and distributions in excess of
  net investment income:
  $2,355 and $13,906, respectively)                  $8,380,798     $4,094,555

See Notes to Financial Statements


NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization - American  High-Income  Trust (the "fund") is registered under the
Investment Company Act of 1940 as an open-end, diversified management investment
company. The fund seeks a high level of current income and, secondarily, capital
appreciation  through a diversified,  carefully  supervised portfolio consisting
primarily of lower rated, higher risk corporate bonds.

The fund offers 14 share classes  consisting of four retail share classes,  five
CollegeAmerica  savings  plan  share  classes  and five  retirement  plan  share
classes.  The CollegeAmerica  savings plan share classes (529-A,  529-B,  529-C,
529-E and  529-F) are  sponsored  by the  Commonwealth  of  Virginia  and can be
utilized to save for college  education.  The five retirement plan share classes
(R-1, R-2, R-3, R-4 and R-5) are sold without any sales charges and do not carry
any conversion rights. The fund's share classes are described below:


                                                                        

- ---------------------------------------------------------------------------------------------------------
                        Initial sales           Contingent deferred sales        Conversion feature
Share class                charge               charge upon redemption
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Classes A and 529-A       Up to 3.75%           None (except 1% for certain      None
                                                redemptions within one year of
                                                purchase without an initial
                                                sales charge)
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Classes B and 529-B       None                  Declines from 5% to zero for     Classes B and 529-B
                                                redemptions within six years     convert to classes A
                                                purchase                         and 529-A,respectively,
                                                                                 after eight years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Class C                   None                  1% for redemptions within one    Class C converts to
                                                year of purchase                 Class F after 10 years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Class 529-C               None                  1% for redemptions within one    None
                                                year of purchase
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Class 529-E               None                  None                             None
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Classes F and 529-F       None                  None                             None
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Classes R-1, R-2,         None                  None                             None
 R-3, R-4 and R-5
- ---------------------------------------------------------------------------------------------------------



Holders of all share classes have equal pro rata rights to assets, dividends and
liquidation.  Each  share  class has  identical  voting  rights,  except for the
exclusive right to vote on matters affecting only its class.  Share classes have
different fees and expenses ("class-specific fees and expenses"),  primarily due
to different  arrangements  for  distribution,  administrative  and  shareholder
services.  Differences  in  class-specific  fees and  expenses  will  result  in
differences in net investment  income and,  therefore,  the payment of different
per-share dividends by each class.

SIGNIFICANT ACCOUNTING POLICIES - The financial statements have been prepared to
comply with  accounting  principles  generally  accepted in the United States of
America.  These principles  require management to make estimates and assumptions
that affect reported amounts and  disclosures.  Actual results could differ from
those  estimates.  The  following  is a summary  of the  significant  accounting
policies followed by the fund:

     SECURITY  VALUATION - Equity  securities are valued at the official closing
     price of, or the last  reported  sale price on, the  exchange  or market on
     which such  securities  are traded,  as of the close of business on the day
     the  securities  are  being  valued  or,  lacking  any  sales,  at the last
     available bid price.  Prices for each security are taken from the principal
     exchange or market in which the security  trades.  Fixed-income  securities
     are valued at prices  obtained from an independent  pricing  service,  when
     such prices are available.  However,  where the investment adviser deems it
     appropriate,  such  securities  will be valued at the mean  quoted  bid and
     asked prices or at prices for  securities of comparable  maturity,  quality
     and type.  Short-term  securities  maturing  within  60 days are  valued at
     amortized cost, which approximates market value. The ability of the issuers
     of the debt  securities  held by the fund to meet their  obligations may be
     affected by economic developments in a specific industry,  state or region.
     Forward currency  contracts are valued at the mean of their  representative
     quoted  bid and  asked  prices.  Securities  and  other  assets  for  which
     representative  market  quotations are not readily  available are valued at
     fair value as  determined in good faith by authority of the fund's Board of
     Trustees.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions
     are  recorded  by the fund as of the  date the  trades  are  executed  with
     brokers.   Realized  gains  and  losses  from  security   transactions  are
     determined based on the specific identified cost of the securities.  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  fixed-income  securities are amortized  daily over the
     expected life of the security.

     CLASS  ALLOCATIONS - Income,  fees and expenses (other than  class-specific
     fees and  expenses)  and  realized  and  unrealized  gains and  losses  are
     allocated daily among the various share classes based on their relative net
     assets.   Class-specific   fees  and   expenses,   such  as   distribution,
     administrative  and  shareholder  services,  are  charged  directly  to the
     respective share class.

     DIVIDENDS  AND   DISTRIBUTIONS   TO   SHAREHOLDERS   -  Dividends  paid  to
     shareholders are declared daily from net investment  income and are paid to
     shareholders  monthly.  Distributions  paid to shareholders are recorded on
     the ex-dividend date.

     NON-U.S.   CURRENCY   TRANSLATION  -  Assets  and  liabilities,   including
     investment  securities,  denominated in non-U.S.  currencies are translated
     into  U.S.  dollars  at the  exchange  rates  in  effect  at the end of the
     reporting period.  Purchases and sales of investment  securities and income
     and expenses are translated into U.S.  dollars at the exchange rates on the
     dates of such transactions.  In the accompanying financial statements,  the
     effects of changes in non-U.S.  exchange rates on investment securities are
     included with the net realized gain or loss and net unrealized appreciation
     or depreciation  on  investments.  The realized gain or loss and unrealized
     appreciation  or  depreciation   resulting  from  all  other   transactions
     denominated in non-U.S. currencies are disclosed separately.

     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 non-U.S.  exchange  rates
     arising from investments denominated in non-U.S.  currencies. 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.  Due to these risks,  the fund could
     incur  losses up to the entire  contract  amount,  which may exceed the net
     unrealized value shown in the accompanying financial statements. 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  contract  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.
For the year ended  September  30,  2003,  there were no non-U.S.  taxes paid on
realized gains.

3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS

The fund  complies  with the  requirements  under  Subchapter  M of the Internal
Revenue Code applicable to mutual funds and intends to distribute  substantially
all of its net taxable  income and net capital gains each year.  The fund is not
subject to income taxes to the extent such distributions are made.

DISTRIBUTIONS - Distributions  paid to shareholders  are based on net investment
income and net realized gains  determined on a tax basis,  which may differ from
net investment income and net realized gains for financial  reporting  purposes.
These  differences  are due  primarily to differing  treatment for items such as
non-U.S. currency gains and losses; short-term capital gains and losses; capital
losses  related to sales of  securities  within 30 days of purchase;  unrealized
appreciation of certain investments in non-U.S.  securities;  deferred expenses;
cost of  investments  sold;  and net  capital  losses.  The fiscal year in which
amounts are  distributed  may differ  from the year in which the net  investment
income and net  realized  gains are recorded by the fund.  As of  September  30,
2003, the cost of investment  securities,  excluding forward currency contracts,
for federal income tax purposes was $7,923,532,000.

During the year ended  September 30, 2003, the fund  reclassified  $731,000 from
undistributed  net investment  income to  undistributed  net realized  losses to
align financial reporting with tax reporting.

As of September  30, 2003,  the  components of  distributable  earnings on a tax
basis were as follows:


                                                         (dollars in thousands)
Undistributed net investment income and currency gains                 $14,485
Loss deferrals related to non-U.S. currency that were realized
  during the period November 1, 2002 through September 30, 2003         (1,527)
Short-term and long-term capital loss deferrals                       (537,643)
Gross unrealized appreciation on investment securities                 671,028
Gross unrealized depreciation on investment securities                (352,110)



Short-term  and long-term  capital loss  deferrals  above  include  capital loss
carryforwards of $9,548,000,  $167,849,000  and  $300,191,000  expiring in 2009,
2010 and 2011,  respectively.  The capital  loss  carryforwards  will be used to
offset  any  capital  gains  realized  by the  fund  in the  current  year or in
subsequent  years  through  the  expiration   dates.  The  fund  will  not  make
distributions from capital gains while capital loss carryforwards  remain.  Also
included are capital losses of $60,055,000, that were realized during the period
November 1, 2002 through September 30, 2003.

Distributions paid to shareholders from net investment income and currency gains
were as follows (dollars in thousands):

                                      Year ended September 30
Share class(1)                       2003                  2002
Class A                           $ 396,679             $ 326,106
Class B                              37,860                20,684
Class C                              37,330                15,421
Class F                              28,874                 9,747
Class 529-A                           1,364                   246
Class 529-B                             283                    46
Class 529-C                             690                   134
Class 529-E                              68                     9
Class 529-F                              31                    -*
Class R-1                                30                    -*
Class R-2                               424                     3
Class R-3                               462                     5
Class R-4                               152                    -*
Class R-5                             5,497                 1,219
Total                             $ 509,744             $ 373,620


*    Amount less than one thousand.
(1)  Class 529-A,  529-B,  529-C,  529-E and 529-F shares were offered beginning
     February 15,  2002.  Class R-1,  R-2,  R-3, R-4 and R-5 shares were offered
     beginning May 15, 2002.


4. FEES AND TRANSACTIONS WITH RELATED PARTIES

Capital Research and Management Company ("CRMC"), the fund's investment adviser,
is the parent  company of American  Funds Service  Company  ("AFS"),  the fund's
transfer agent, and American Funds  Distributors,  Inc.  ("AFD"),  the principal
underwriter of the fund's shares.

INVESTMENT  ADVISORY  SERVICES - The Investment  Advisory and Service  Agreement
with CRMC  provides for monthly fees  accrued  daily.  These fees are based on a
declining  series of annual rates  beginning with 0.30% on the first $60 million
of daily  net  assets  and  decreasing  to 0.16% on such  assets in excess of $3
billion. The agreement also provides for monthly fees, accrued daily, based on a
declining series of annual rates beginning with 3.00% on the first $8,333,333 of
the fund's  monthly  gross  investment  income and  decreasing  to 2.00% on such
income in excess of $25,000,000.

The Board of Trustees approved an amended agreement  effective November 1, 2003,
reducing the rates to 0.15% on assets in excess of $6 billion.  Beginning  March
18, 2003, CRMC voluntarily  reduced fees for investment advisory services to the
rates  provided  by the  amended  agreement.  As a  result,  for the year  ended
September 30, 2003, the fee shown on the  accompanying  financial  statements of
$24,736,000,  which  was  equivalent  to  an  annualized  rate  of  0.391%,  was
voluntarily  reduced by $84,000 to  $24,652,000,  or 0.389% of average daily net
assets.

CLASS-SPECIFIC  FEES AND  EXPENSES - Expenses  that are  specific to  individual
share classes are accrued  directly to the respective share class. The principal
class-specific fees and expenses are described below:

     DISTRIBUTION  SERVICES - The fund has adopted plans of distribution for all
     share  classes,  except Class R-5.  Under the plans,  the Board of Trustees
     approves certain categories of expenses that are used to finance activities
     primarily  intended  to sell fund  shares.  The plans  provide  for  annual
     expenses,  based on a percentage of average daily net assets,  ranging from
     0.30% to 1.00% as noted  below.  In some cases,  the Board of Trustees  has
     approved expense amounts lower than plan limits.

  -----------------------------------------------------------------------------
  SHARE CLASS                       CURRENTLY APPROVED LIMITS    PLAN LIMITS
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Class A                                     0.30%                 0.30%
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Class 529-A                                  0.30                  0.50
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Classes B and 529-B                          1.00                  1.00
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Classes C, 529-C and R-1                     1.00                  1.00
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Class R-2                                    0.75                  1.00
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Classes 529-E and R-3                        0.50                  0.75
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
  Classes F, 529-F and R-4                     0.25                  0.50
  -----------------------------------------------------------------------------

     All share  classes  may use up to 0.25% of average  daily net assets to pay
     service fees, or to compensate  AFD for paying  service fees, to firms that
     have entered into  agreements  with AFD for providing  certain  shareholder
     services.  Expenses in excess of these amounts,  up to approved limits, may
     be used to compensate dealers and wholesalers for shares sold.

     For  classes A and  529-A,  the Board of  Trustees  has also  approved  the
     reimbursement of dealer and wholesaler  commissions paid by AFD for certain
     shares sold without a sales charge.  Each class  reimburses AFD for amounts
     billed  within the prior 15 months but only to the extent  that the overall
     annual  expense limit of 0.30% is not  exceeded.  As of September 30, 2003,
     there were no unreimbursed  expenses subject to reimbursement for classes A
     or 529-A.

     TRANSFER AGENT SERVICES - The fund has a transfer agent  agreement with AFS
     for classes A and B. Under this agreement,  these share classes  compensate
     AFS  for  transfer  agent  services  including  shareholder  recordkeeping,
     communications  and  transaction  processing.  AFS is also  compensated for
     certain  transfer agent  services  provided to all other share classes from
     the administrative services fees paid to CRMC described below.

     ADMINISTRATIVE SERVICES - The fund has an administrative services agreement
     with CRMC to provide transfer agent and other related shareholder  services
     for all classes of shares other than classes A and B. Each  relevant  class
     pays  CRMC  annual  fees of  0.15%  (0.10%  for  Class  R-5)  based  on its
     respective  average  daily net assets.  Each  relevant  class also pays AFS
     additional  amounts for certain  transfer agent services.  CRMC and AFS may
     use these fees to compensate  third parties for performing  these services.
     During the  start-up  period for classes R-1,  R-2,  R-3 and R-4,  CRMC has
     voluntarily  agreed  to pay a portion  of these  fees.  For the year  ended
     September  30,  2003,  the total fees paid by CRMC were  $54,000.  Each 529
     share class is subject to an additional annual administrative  services fee
     of 0.10% of its respective average daily net assets; this fee is payable to
     the  Commonwealth  of Virginia for the  maintenance  of the  CollegeAmerica
     plan. Although these amounts are included with administrative services fees
     in the accompanying  financial statements,  the Commonwealth of Virginia is
     not considered a related party.  Administrative services fees are presented
     gross of any payments made by CRMC.

     Expenses under the agreements  described above for the year ended September
     30, 2003, were as follows (dollars in thousands):

                                                                             

- ---------------------------------------------------------------------------------------------------------------
                                                                      ADMINISTRATIVE SERVICES

                                                  -------------------------------------------------------------
                                                                                            COMMONWEALTH OF
                                                          CRMC                                 VIRGINIA
                DISTRIBUTION    TRANSFER AGENT       ADMINISTRATIVE      TRANSFER AGENT    ADMINISTRATIVE
  SHARE CLASS     SERVICES         SERVICES             SERVICES           SERVICES            SERVICES
- ---------------------------------------------------------------------------------------------------------------
    Class A         $11,640           $4,075        Not applicable      Not applicable       Not applicable
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
    Class B          5,165             496          Not applicable      Not applicable       Not applicable
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
    Class C          5,207           Included            $781                $166            Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
    Class F           905            Included             543                 99             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  Class 529-A          16            Included              25                  3                  $17
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  Class 529-B          41            Included               6                  3                    4
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  Class 529-C          97            Included              15                  5                   10
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  Class 529-E           5            Included               1                 -*                    1
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  Class 529-F           1            Included               1                 -*                   -*
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
   Class R-1            5            Included               1                  2             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
   Class R-2           46            Included               9                 63             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
   Class R-3           32            Included              10                 14             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
   Class R-4            5            Included               3                  1             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
   Class R-5     Not applicable      Included             64                   2             Not applicable
                                        in
                                  administrative
                                     services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
     Total        $23,165            $4,571           $1,459                $358                  $32
- ----------------===============================================================================================
* Amount less than one thousand.



DEFERRED   TRUSTEES'   COMPENSATION   -  Since  the  adoption  of  the  deferred
compensation plan in 1993,  Trustees who are unaffiliated with CRMC may elect to
defer the cash  payment  of part or all of their  compensation.  These  deferred
amounts,  which remain as liabilities of the fund, are treated as if invested in
shares of the fund or other American  Funds.  These amounts  represent  general,
unsecured liabilities of the fund and vary according to the total returns of the
selected funds.  Trustees' compensation in the accompanying financial statements
includes  $39,000 in current fees  (either  paid in cash or deferred)  and a net
increase of $5,000 in the value of the deferred amounts.

AFFILIATED OFFICERS AND TRUSTEES - Officers and certain Trustees of the fund are
or may be  considered  to be  affiliated  with CRMC,  AFS and AFD. No affiliated
officers or Trustees received any compensation directly from the fund.

5. CAPITAL SHARE TRANSACTIONS

Capital share  transactions  in the fund were as follows  (dollars and shares in
thousands):


                                                                                                   
                                                                 REINVESTMENTS
                                                                 OF DIVIDENDS
SHARE CLASS(1)                            SALES(2)             AND DISTRIBUTIONS        REPURCHASES(2)            NET INCREASE
                                    AMOUNT       SHARES        AMOUNT     SHARES     AMOUNT        SHARES      AMOUNT      SHARES
Year ended September 30, 2003
Class A                           $2,947,678     269,710     $ 293,946    26,810  $(1,294,863)    (117,608)  $ 1,946,761   178,912
Class B                              401,738      36,762        25,201     2,283      (84,952)      (7,642)      341,987    31,403
Class C                              515,059      47,001        25,987     2,350     (129,541)     (11,555)      411,505    37,796
Class F                              537,925      49,913        19,042     1,721     (313,475)     (28,218)      243,492    23,416
Class 529-A                           17,906       1,629         1,344       121       (1,383)        (123)       17,867     1,627
Class 529-B                            4,996         452           279        25         (282)         (24)        4,993       453
Class 529-C                           10,184         929           683        62         (791)         (72)       10,076       919
Class 529-E                            1,070          98            67         6          (80)          (7)        1,057        97
Class 529-F                              915          82            30         3           -*           -*           945        85
Class R-1                              1,232         110            29         3         (249)         (23)        1,012        90
Class R-2                             15,383       1,383           413        36       (2,374)        (208)       13,422     1,211
Class R-3                             14,631       1,322           452        40       (2,825)        (248)       12,258     1,114
Class R-4                              9,077         800           146        13         (891)         (78)        8,332       735
Class R-5                             32,990       3,070         3,129       287      (15,953)      (1,410)       20,166     1,947
Total net increase
   (decrease)                     $4,510,784     413,261     $ 370,748    33,760 $ (1,847,659)    (167,216)  $ 3,033,873   279,805

Year ended September 30, 2002
Class A                           $1,565,510     142,047     $ 232,348    21,359   $ (841,488)     (78,010)    $ 956,370    85,396
Class B                              246,129      22,036        12,690     1,187      (37,615)      (3,590)      221,204    19,633
Class C                              298,982      26,749        10,115       958      (46,447)      (4,456)      262,650    23,251
Class F                              205,334      18,636         7,125       673      (64,350)      (6,023)      148,109    13,286
Class 529-A                            8,109         752           240        24         (109)         (11)        8,240       765
Class 529-B                            1,618         151            45         4           (2)          -*         1,661       155
Class 529-C                            4,791         444           130        13         (130)         (13)        4,791       444
Class 529-E                              342          32             9         1           (5)          -*           346        33
Class 529-F                                3          -*            -*        -*            -            -             3        -*
Class R-1                                 16           2            -*        -*            -            -            16         2
Class R-2                                328          33             3        -*          (34)          (3)          297        30
Class R-3                                544          56             4         1          (20)          (2)          528        55
Class R-4                                 13           1            -*        -*            -            -            13         1
Class R-5                             45,966       4,376           845        86         (771)         (78)       46,040     4,384
Total net increase
   (decrease)                     $2,377,685     215,315     $ 263,554    24,306   $ (990,971)     (92,186)  $ 1,650,268   147,435



*    Amount less than one thousand.
(1)  Class 529-A,  529-B,  529-C,  529-E and 529-F shares were offered beginning
     February 15,  2002.  Class R-1,  R-2,  R-3, R-4 and R-5 shares were offered
     beginning May 15, 2002.
(2)  Includes exchanges between share classes of the fund.


6. FORWARD CURRENCY CONTRACTS

As of September 30, 2003, the fund had outstanding forward currency contracts to
sell non-U.S. currencies as follows:
                                                           U.S. VALUATIONS AT
                                                           SEPTEMBER 30, 2003
                              CONTRACT AMOUNT
NON-U.S. CONTRACTS                                                  UNREALIZED
                             Non-U.S.       U.S.       AMOUNT     (DEPRECIATION)
                               (000)       (000)        (000)         (000)
Sales:
 Euros expiring
 11/3 to 12/17/2003       Euro 22,475     $24,988     $26,181       $( 1,193)


7. RESTRICTED SECURITIES

The fund has invested in certain  securities  for which resale may be limited to
qualified  buyers  or which  are  otherwise  restricted.  These  securities  are
identified in the  investment  portfolio.  As of September  30, 2003,  the total
value of restricted  securities was $1,695,406,000,  which represented 20.23% of
the net assets of the fund.

8. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities, of $5,317,203,000 and $2,381,098,000,  respectively, during the year
ended September 30, 2003.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
year ended September 30, 2003, the custodian fee of $158,000  included  $149,000
that was offset by this reduction, rather than paid in cash.


FINANCIAL HIGHLIGHTS (1)

                                                                        

                                           INCOME (LOSS) FROM INVESTMENT OPERATIONS(2)
                                                                      NET
                                      NET ASSET                  GAINS(LOSSES)
                                        VALUE,         NET       ON SECURITIES      TOTAL FROM
                                      BEGINNING     INVESTMENT   (BOTH REALIZED     INVESTMENT
                                      OF PERIOD       INCOME     AND UNREALIZED)    OPERATIONS
CLASS A:
 Year ended 9/30/2003                   $9.62         $.93           $2.25            $3.18
 Year ended 9/30/2002                   11.27         1.08          (1.65)             (.57)
 Year ended 9/30/2001                   12.93         1.20          (1.61)             (.41)
 Year ended 9/30/2000                   13.52         1.18           (.48)              .70
 Year ended 9/30/1999                   13.75         1.28           (.17)             1.11
CLASS B:
 Year ended 9/30/2003                    9.62          .84           2.25              3.09
 Year ended 9/30/2002                   11.27         1.00          (1.65)             (.65)
 Year ended 9/30/2001                   12.93         1.10          (1.61)             (.51)
 Period from 3/15/2000 to 9/30/2000     13.57          .52           (.53)             (.01)
CLASS C:
 Year ended 9/30/2003                    9.62          .83           2.25              3.08
 Year ended 9/30/2002                   11.27          .99          (1.65)             (.66)
 Period from 3/15/2001 to 9/30/2001     12.48          .53          (1.15)             (.62)
CLASS F:
 Year ended 9/30/2003                    9.62          .92           2.25              3.17
 Year ended 9/30/2002                   11.27         1.07          (1.65)             (.58)
 Period from 3/15/2001 to 9/30/2001     12.48          .57          (1.15)             (.58)
CLASS 529-A:
 Year ended 9/30/2003                    9.62          .92           2.25              3.17
 Period from 2/19/2002 to 9/30/2002     11.37          .65          (1.76)            (1.11)
CLASS 529-B:
 Year ended 9/30/2003                    9.62          .82           2.25              3.07
 Period from 2/25/2002 to 9/30/2002     11.23          .59          (1.63)            (1.04)
CLASS 529-C:
 Year ended 9/30/2003                    9.62          .82           2.25              3.07
 Period from 2/19/2002 to 9/30/2002     11.37          .60          (1.76)            (1.16)
CLASS 529-E:
 Year ended 9/30/2003                    9.62          .88           2.25              3.13
 Period from 3/15/2002 to 9/30/2002     11.57          .57          (1.96)            (1.39)
CLASS 529-F:
 Year ended 9/30/2003                    9.62          .91           2.25              3.16
 Period from 9/16/2002 to 9/30/2002      9.88          .08           (.30)             (.22)
CLASS R-1:
 Year ended 9/30/2003                    9.62          .83           2.25              3.08
 Period from 7/11/2002 to 9/30/2002     10.00          .23           (.40)             (.17)
CLASS R-2:
 Year ended 9/30/2003                    9.62          .84           2.25              3.09
 Period from 6/18/2002 to 9/30/2002     10.76          .31          (1.18)             (.87)
CLASS R-3:
 Year ended 9/30/2003                    9.62          .88           2.25              3.13
 Period from 6/21/2002 to 9/30/2002     10.60          .31          (1.01)             (.70)
CLASS R-4:
 Year ended 9/30/2003                    9.62          .92           2.25              3.17
 Period from 7/19/2002 to 9/30/2002      9.97          .22           (.38)             (.16)
CLASS R-5:
 Year ended 9/30/2003                    9.62          .95           2.25              3.20
 Period from 5/15/2002 to 9/30/2002     11.30          .42          (1.70)            (1.28)




                                                                                           

                                                                  Dividends and distributions

                                       Dividends
                                       (from net    Distributions         Total          Net asset
                                       investment   (from capital     dividends and      value, end       Total
                                        income)        gains)         distributions      of period        return(3)

CLASS A:
 Year ended 9/30/2003                    $(.92)           $-              $(.92)           $11.88          34.30%
 Year ended 9/30/2002                    (1.08)            -              (1.08)             9.62          (5.88)
 Year ended 9/30/2001                    (1.25)            -              (1.25)            11.27          (3.44)
 Year ended 9/30/2000                    (1.29)            -              (1.29)            12.93           5.29
 Year ended 9/30/1999                    (1.29)          (.05)            (1.34)            13.52           8.11
CLASS B:
 Year ended 9/30/2003                     (.83)            -               (.83)            11.88          33.28
 Year ended 9/30/2002                    (1.00)            -              (1.00)             9.62          (6.57)
 Year ended 9/30/2001                    (1.15)            -              (1.15)            11.27          (4.17)
 Period from 3/15/2000 to 9/30/2000       (.63)            -               (.63)            12.93           (.05)
CLASS C:
 Year ended 9/30/2003                     (.82)            -               (.82)            11.88          33.17
 Year ended 9/30/2002                     (.99)            -               (.99)            9.62           (6.65)
 Period from 3/15/2001 to 9/30/2001       (.59)            -               (.59)            11.27          (5.11)
CLASS F:
 Year ended 9/30/2003                     (.91)            -               (.91)            11.88          34.17
 Year ended 9/30/2002                    (1.07)            -              (1.07)             9.62          (5.95)
 Period from 3/15/2001 to 9/30/2001       (.63)            -               (.63)            11.27          (4.86)
CLASS 529-A:
 Year ended 9/30/2003                     (.91)            -               (.91)            11.88          34.17
 Period from 2/19/2002 to 9/30/2002       (.64)            -               (.64)             9.62         (10.11)
CLASS 529-B:
 Year ended 9/30/2003                     (.81)            -               (.81)            11.88          33.01
 Period from 2/25/2002 to 9/30/2002       (.57)            -               (.57)             9.62          (9.54)
CLASS 529-C:
 Year ended 9/30/2003                     (.81)            -               (.81)            11.88          33.03
 Period from 2/19/2002 to 9/30/2002       (.59)            -               (.59)             9.62         (10.52)
CLASS 529-E:
 Year ended 9/30/2003                     (.87)            -               (.87)            11.88          33.73
 Period from 3/15/2002 to 9/30/2002       (.56)            -               (.56)             9.62         (12.29)
CLASS 529-F:
 Year ended 9/30/2003                     (.90)            -               (.90)            11.88          34.06
 Period from 9/16/2002 to 9/30/2002       (.04)            -               (.04)             9.62          (2.23)
CLASS R-1:
 Year ended 9/30/2003                     (.82)            -               (.82)            11.88          33.16
 Period from 7/11/2002 to 9/30/2002       (.21)            -               (.21)             9.62          (1.70)
CLASS R-2:
 Year ended 9/30/2003                     (.83)            -               (.83)            11.88          33.21
 Period from 6/18/2002 to 9/30/2002       (.27)            -               (.27)             9.62          (8.05)
CLASS R-3:
 Year ended 9/30/2003                     (.87)            -               (.87)            11.88          33.71
 Period from 6/21/2002 to 9/30/2002       (.28)            -               (.28)             9.62          (6.63)
CLASS R-4:
 Year ended 9/30/2003                     (.91)            -               (.91)            11.88          34.17
 Period from 7/19/2002 to 9/30/2002       (.19)            -               (.19)             9.62          (1.58)
CLASS R-5:
 Year ended 9/30/2003                     (.94)            -               (.94)            11.88          34.61
 Period from 5/15/2002 to 9/30/2002       (.40)            -               (.40)             9.62         (11.41)


                                                       RATIO OF       RATIO OF
                                      NET ASSETS,      EXPENSES       NET INCOME
                                      END OF PERIOD    TO AVERAGE     TO AVERAGE
                                      (IN MILLIONS)    NET ASSETS     NET ASSETS

CLASS A:
 Year ended 9/30/2003                    $6,235         .75% (5)       8.49%
 Year ended 9/30/2002                    3,327          .88            9.99
 Year ended 9/30/2001                    2,936          .83            9.75
 Year ended 9/30/2000                    2,788          .82            8.87
 Year ended 9/30/1999                    2,777          .82            9.21
CLASS B:
 Year ended 9/30/2003                     736          1.51  (5)       7.63
 Year ended 9/30/2002                     294          1.59            9.28
 Year ended 9/30/2001                     123          1.57            8.75
 Period from 3/15/2000 to 9/30/2000        27          1.52  (6)       8.18 (6)
CLASS C:
 Year ended 9/30/2003                     772          1.60  (5)       7.49
 Year ended 9/30/2002                     262          1.67            9.21
 Period from 3/15/2001 to 9/30/2001        44          1.70  (6)       8.54 (6)
CLASS F:
 Year ended 9/30/2003                     470           .84  (5)       8.26
 Year ended 9/30/2002                     156           .93            9.95
 Period from 3/15/2001 to 9/30/2001        32           .93  (6)       9.32 (6)
CLASS 529-A:
 Year ended 9/30/2003                      28           .77  (5)       8.36
 Period from 2/19/2002 to 9/30/2002         7          1.07  (6)      10.40 (6)
CLASS 529-B:
 Year ended 9/30/2003                       7          1.73  (5)       7.36
 Period from 2/25/2002 to 9/30/2002         2          1.82  (6)       9.67 (6)
CLASS 529-C:
 Year ended 9/30/2003                      16          1.71  (5)       7.43
 Period from 2/19/2002 to 9/30/2002         4          1.80  (6)       9.65 (6)
CLASS 529-E:
 Year ended 9/30/2003                       2          1.18  (5)       7.94
 Period from 3/15/2002 to 9/30/2002         - (4)      1.27  (6)      10.45 (6)
CLASS 529-F:
 Year ended 9/30/2003                       1           .92  (5)       7.96
 Period from 9/16/2002 to 9/30/2002         - (4)       .05             .77
CLASS R-1:
 Year ended 9/30/2003                       1          1.60  (5)(7)    7.20
 Period from 7/11/2002 to 9/30/2002         - (4)       .38  (7)       2.32
CLASS R-2:
 Year ended 9/30/2003                      15          1.57  (5)(7)    7.34
 Period from 6/18/2002 to 9/30/2002         - (4)       .48  (7)       3.17
CLASS R-3:
 Year ended 9/30/2003                      14          1.18  (5)(7)    7.74
 Period from 6/21/2002 to 9/30/2002         1           .36  (7)       3.21
CLASS R-4:
 Year ended 9/30/2003                       9           .83  (5)(7)    8.13
 Period from 7/19/2002 to 9/30/2002         - (4)       .14  (7)       2.25
CLASS R-5:
 Year ended 9/30/2003                      75           .52  (5)       8.77
 Period from 5/15/2002 to 9/30/2002        42           .23            4.25


                                          Year ended September 30
                                 2003     2002     2001     2000     1999

Portfolio turnover rate
  for all classes of shares       41%      34%      44%      46%      30%


(1)  Based on  operations  for the period shown  (unless  otherwise  noted) and,
     accordingly, may not be representative of a full year.
(2)  Year ended 1999 is based on shares outstanding on the last day of the year;
     all other periods are based on average shares outstanding.
(3)  Total returns  exclude all sales  charges,  including  contingent  deferred
     sales charges.
(4)  Amount less than 1 million.
(5)  CRMC voluntarily agreed to pay a portion of the fees relating to investment
     advisory  fees. The expense ratios for all classes were not affected by any
     payments made by CRMC during the year ended September 30, 2003.
(6)  Annualized.
(7)  During the start-up period for this class, CRMC voluntarily agreed to pay a
     portion of the fees relating to transfer agent services.  Had CRMC not paid
     such fees, expense ratios would have been 2.01%,  2.31%, 1.28% and .86% for
     classes  R-1,  R-2,  R-3 and  R-4,  respectively,  during  the  year  ended
     September 30, 2003, and 2.07%,  .85%,  .51% and 9.55% for classes R-1, R-2,
     R-3 and R-4, respectively, during the period ended September 30, 2002.


INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF AMERICAN HIGH-INCOME TRUST:

We have audited the accompanying statement of assets and liabilities of American
High-Income  Trust (the  "Fund"),  including  the  investment  portfolio,  as of
September 30, 2003,  and the related  statement of operations  for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the period then ended. These financial  statements and financial  highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We conducted  our audits in  accordance  with the auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 2003, by correspondence  with the custodian
and brokers;  where replies were not received from brokers,  we performed  other
auditing procedures.  An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
American  High-Income  Trust  as of  September  30,  2003,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the  five  years  in the  period  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Los Angeles, California
November 7, 2003


TAX INFORMATION (unaudited)

We are  required  to advise  you within 60 days of the  fund's  fiscal  year-end
regarding  the  federal  tax  status  of  certain   distributions   received  by
shareholders during such fiscal year.

As a result of recent tax legislation,  individual shareholders are now eligible
for reduced tax rates on qualified  dividend  income  received  during 2003. For
purposes of computing the dividends  eligible for reduced tax rates, 3.0% of the
dividends paid by the fund from net investment income from January 1 through the
end of the fund's fiscal year are considered qualified dividend income.

Corporate  shareholders may exclude up to 70.0% of qualifying dividends received
during the year. For purposes of computing this exclusion, 3.9% of the dividends
paid by the fund from net investment income represent qualifying dividends.

Certain  states may exempt from income  taxation  that portion of the  dividends
paid from net  investment  income that was derived  from direct U.S.  government
obligations. For purposes of computing this exclusion, .9% of the dividends paid
by the fund from net investment income were derived from interest on direct U.S.
government obligations.


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

SINCE THE  INFORMATION  ABOVE IS REPORTED FOR THE FUND'S FISCAL YEAR AND NOT THE
CALENDAR  YEAR,  SHAREHOLDERS  SHOULD REFER TO THEIR FORM  1099-DIV OR OTHER TAX
INFORMATION  WHICH WILL BE MAILED IN JANUARY 2004 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 2003 TAX RETURNS.  SHAREHOLDERS  SHOULD  CONSULT
THEIR TAX ADVISERS.


OTHER SHARE CLASS RESULTS (unaudited)

Class B, Class C, Class F, and Class 529

RETURNS FOR PERIODS ENDED SEPTEMBER 30, 2003:

                                                                                 

                                                                      1 year           Life of class
CLASS B SHARES
     Reflecting applicable contingent deferred sales charge (CDSC),
         maximum of 5%, payable only if shares are sold within six
         years of purchase                                            +28.28%            +4.44% (1)
     Not reflecting CDSC                                              +33.28%            +5.10% (1)

CLASS C SHARES
     Reflecting CDSC, maximum of 1%, payable only if shares
         are sold within one year of purchase                         +32.17%            +6.71% (2)
     Not reflecting CDSC                                              +33.17%            +6.71% (2)

CLASS F SHARES (3)
     Not reflecting annual asset-based fee charged
         by sponsoring firm                                           +34.17%            +7.45% (2)

CLASS 529-A SHARES
     Reflecting 3.75% maximum sales charge                            +29.20%            +9.71% (4)
     Not reflecting maximum sales charge                              +34.17%           +12.33% (4)

CLASS 529-B SHARES
     Reflecting applicable CDSC, maximum of 5%, payable
         only if shares are sold within six years of purchase         +28.01%            +9.94% (5)
     Not reflecting CDSC                                              +33.01%           +12.30% (5)

CLASS 529-C SHARES
     Reflecting CDSC, maximum of 1%, payable only if shares
         are sold within one year of purchase                         +32.03%           +11.42% (4)
     Not reflecting CDSC                                              +33.03%           +11.42% (4)

CLASS 529-E SHARES (3)                                                +33.73%           +10.88% (6)

Class 529-F shares (3)
     Not reflecting annual asset-based fee charged
         by sponsoring firm                                           +34.06%           +29.76% (7)


(1)  Average  annual total return from March 15, 2000,  when Class B shares were
     first sold.
(2)  Average  annual total return from March 15, 2001,  when Class C and Class F
     shares were first sold.
(3)  These  shares are sold  without any initial or  contingent  deferred  sales
     charge.
(4)  Average  annual total return from  February 19, 2002,  when Class 529-A and
     Class 529-C shares were first sold.
(5)  Average annual total return from February 25, 2002, when Class 529-B shares
     were first sold.
(6)  Average  annual total  return from March 15, 2002,  when Class 529-E shares
     were first sold.
(7)  Average  annual total  return from  September  16,  2002,  when Class 529-F
     shares were first sold.


BOARD OF TRUSTEES

"Non-interested" Trustees

                                                        

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

AMBASSADOR                                      1999          Corporate director and author; former U.S.
RICHARD G. CAPEN, JR., 69                                     Ambassador to Spain; former Vice Chairman,
                                                              Knight-Ridder, Inc.; former Chairman and
                                                              Publisher, The Miami Herald

H. FREDERICK CHRISTIE, 70                       1987          Private investor; former President and CEO,
                                                              The Mission Group (non-utility holding company,
                                                              subsidiary of Southern California Edison Company)

DIANE C. CREEL, 55                              1994          Chairman of the Board and CEO, AnAerobics, Inc.
                                                              (organic waste management)

MARTIN FENTON, 68                               1989          Chairman of the Board and CEO, Senior Resource
                                                              Group LLC (development and management of senior
                                                              living communities)

LEONARD R. FULLER, 57                           1994          President and CEO, Fuller Consulting (financial
                                                              management consulting firm)

RICHARD G. NEWMAN, 69                           1991          Chairman of the Board and CEO, AECOM Technology
                                                              Corporation (engineering, consulting and professional
                                                              services)

FRANK M. SANCHEZ, 60                            1999          Principal, The Sanchez Family Corporation dba
                                                              McDonald's Restaurants (McDonald's licensee)



"Non-interested" Trustees

                                                        
                                             NUMBER OF
                                          BOARDS WITHIN THE
                                          FUND COMPLEX (2)
                                              ON WHICH
NAME AND AGE                               TRUSTEE SERVES     OTHER DIRECTORSHIPS (3) HELD BY TRUSTEE

AMBASSADOR                                       14           Carnival Corporation
RICHARD G. CAPEN, JR., 69

H. FREDERICK CHRISTIE, 70                        19           Ducommun Incorporated; IHOP Corporation;
                                                              Southwest Water Company; Valero L.P.

DIANE C. CREEL, 55                               12           Allegheny Technologies; BF Goodrich;
                                                              Teledyne Technologies

MARTIN FENTON, 68                                16           None

LEONARD R. FULLER, 57                            14           None

RICHARD G. NEWMAN, 69                            13           Sempra Energy; Southwest Water Company

FRANK M. SANCHEZ, 60                             12           None


"Interested" Trustees (4)

                                                        

                                             YEAR FIRST
                                             ELECTED A
                                             TRUSTEE 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

PAUL G. HAAGA, JR., 54                          1987          Executive Vice President and Director, Capital Research
Chairman of the Board                                         and Management Company; Director, The Capital Group
                                                              Companies, Inc. (5); Director, American Funds
                                                              Distributors, Inc. (5)

ABNER D. GOLDSTINE, 73                          1987          Senior Vice President and Director, Capital Research
Vice Chairman of the Board                                    and Management Company

DAVID C. BARCLAY, 47                            1995          Senior Vice President and Director, Capital Research
President                                                     and Management Company; Director, Capital Research Company (5)


"Interested" Trustees (4)
                                             NUMBER OF
                                          BOARDS WITHIN THE    OTHER
                                            FUND COMPLEX (2)   DIRECTORSHIPS (3)
NAME, AGE AND                                 ON WHICH         HELD BY
POSITION WITH FUND                         TRUSTEE SERVES      TRUSTEE

PAUL G. HAAGA, JR., 54                           17            None
Chairman of the Board

ABNER D. GOLDSTINE, 73                           12            None
Vice Chairman of the Board

DAVID C. BARCLAY, 47                              1            None
President

THE STATEMENT OF ADDITIONAL  INFORMATION  INCLUDES ADDITIONAL  INFORMATION ABOUT
FUND TRUSTEES AND IS AVAILABLE  WITHOUT CHARGE UPON REQUEST BY CALLING  AMERICAN
FUNDS SERVICE COMPANY AT 800/421-0180. THE ADDRESS FOR ALL TRUSTEES AND OFFICERS
OF THE FUND IS 333 SOUTH HOPE STREET,  LOS ANGELES,  CA 90071,  ATTENTION:  FUND
SECRETARY.



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

SUSAN M. TOLSON, 41                             1997          Senior Vice President, Capital Research Company (5)
Senior Vice President

MICHAEL J. DOWNER, 48                           1994          Vice President and Secretary, Capital Research and
Vice President                                                Management Company; Secretary, American Funds Distributors, Inc.(5);
                                                              Director, Capital Bank and Trust Company (5)

JENNIFER L. HINMAN, 45                          2001          Vice President and Director, Capital Research Company (5)
Vice President

JULIE F. WILLIAMS, 55                           1987          Vice President-- Fund Business Management
Secretary                                                     Group, Capital Research and Management Company

ANTHONY W. HYNES, JR., 40                       1993          Vice President-- Fund Business Management
Treasurer                                                     Group, Capital Research and Management Company

KIMBERLY S. VERDICK, 39                         1994          Assistant Vice President-- Fund Business
Assistant Secretary                                           Management Group, Capital Research and Management Company

SUSI M. SILVERMAn, 33                           2001          Vice President-- Fund Business Management
Assistant Treasurer                                           Group, Capital Research and Management Company



(1)  Trustees and officers of the fund serve until their resignation, removal or
     retirement.
(2)  Capital  Research  and  Management  Company  manages  the  American  Funds,
     consisting  of 29 funds.  Capital  Research  and  Management  Company  also
     manages  American Funds Insurance  Series(R) and Anchor Pathway Fund, which
     serve as the underlying  investment vehicles for certain variable insurance
     contracts;  and  Endowments,  whose  shareholders  are  limited  to certain
     nonprofit organizations.
(3)  This includes all  directorships  (other than those in the American  Funds)
     that are held by each  Trustee  as a  director  of a  public  company  or a
     registered investment company.
(4)  "Interested  persons"  within  the  meaning of the 1940 Act on the basis of
     their affiliation with the fund's investment adviser,  Capital Research and
     Management  Company, or affiliated entities (including the fund's principal
     underwriter).
(5)  Company affiliated with Capital Research and Management Company.



OFFICES OF THE FUND AND OF THE INVESTMENT ADVISER
Capital Research and Management Company
333 South Hope Street Los Angeles, CA 90071-1406

135 South State College Boulevard
Brea, CA 92821-5823


TRANSFER AGENT FOR SHAREHOLDER ACCOUNTS
American Funds Service Company
(Please write to the address nearest you.)

P.O. Box 25065 Santa Ana, CA 92799-5065

P.O. Box 659522 San Antonio, TX 78265-9522

P.O. Box 6007 Indianapolis, IN 46206-6007

P.O. Box 2280 Norfolk, VA 23501-2280


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


COUNSEL
Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street
Los Angeles, CA 90071-2228


INDEPENDENT AUDITORS
Deloitte & Touche LLP
Two California Plaza
350 South Grand Avenue
Los Angeles, CA 90071-3462


PRINCIPAL UNDERWRITER
American Funds Distributors, Inc.
333 South Hope Street
Los Angeles, CA 90071-1406



There are several ways to invest in American  High-Income  Trust. Class A shares
are subject to a 3.75% maximum  up-front sales charge that declines for accounts
(and aggregated investments) of $100,000 or more. Other share classes, which are
generally not available for certain employer-sponsored retirement plans, have no
up-front sales charges but are subject to additional  annual  expenses and fees.
Annual expenses for Class B shares were 0.76  percentage  points higher than for
Class A shares;  Class B shares  convert to Class A shares  after eight years of
ownership. If redeemed within six years, Class B shares may also be subject to a
contingent  deferred sales charge  ("CDSC") of up to 5% that declines over time.
Class C shares were subject to annual  expenses  0.85  percentage  points higher
than  those for Class A shares and a 1% CDSC if  redeemed  within the first year
after purchase. Class C shares convert to Class F shares after 10 years. Class F
shares,  which are available only through certain fee-based  programs offered by
broker-dealer  firms and  registered  investment  advisers,  had  higher  annual
expenses  (by 0.09  percentage  points)  than did Class A shares,  and an annual
asset-based  fee charged by the  sponsoring  firm.  Expenses are  deducted  from
income earned by the fund. As a result,  dividends and  investment  results will
differ for each share class.

FOR  INFORMATION  ABOUT YOUR  ACCOUNT OR ANY OF THE  FUND'S  SERVICES,  OR FOR A
PROSPECTUS FOR ANY OF THE AMERICAN FUNDS, PLEASE CONTACT YOUR FINANCIAL ADVISER.
YOU MAY ALSO CALL AMERICAN FUNDS SERVICE  COMPANY AT 800/421-0180 OR VISIT US AT
AMERICANFUNDS.COM.  PLEASE READ THE  PROSPECTUS  CAREFULLY  BEFORE YOU INVEST OR
SEND MONEY.

THE AMERICAN  FUNDS PROXY  VOTING  GUIDELINES  -- USED TO DETERMINE  HOW TO VOTE
PROXIES RELATING TO PORTFOLIO SECURITIES -- ARE AVAILABLE UPON REQUEST,  FREE OF
CHARGE,  BY CALLING AMERICAN FUNDS SERVICE COMPANY,  VISITING THE AMERICAN FUNDS
WEBSITE OR ACCESSING  THE U.S.  SECURITIES  AND EXCHANGE  COMMISSION  WEBSITE AT
WWW.SEC.GOV.

This report is for the  information  of  shareholders  of  American  High-Income
Trust,  but it may also be used as sales literature when preceded or accompanied
by  the  current  prospectus,  which  gives  details  about  charges,  expenses,
investment  objectives  and  operating  policies  of the fund.  If used as sales
material after December 31, 2003, this report must be accompanied by an American
Funds statistical update for the most recently completed calendar quarter.

[logo - American Funds(R)]

The right choice for the long term(R)

WHAT MAKES AMERICAN FUNDS DIFFERENT?

For more than 70 years, we have followed a consistent  philosophy that we firmly
believe is in our investors' best interests.  The range of opportunities offered
by our family of just 29  carefully  conceived,  broadly  diversified  funds has
attracted over 20 million shareholder accounts.

Our unique combination of strengths includes these five factors:

o  A LONG-TERM, VALUE-ORIENTED APPROACH
   Rather than follow fads, we pursue a consistent strategy,  focusing on each
   investment's long-term potential.

o  AN UNPARALLELED GLOBAL RESEARCH EFFORT
   American  Funds draws on one of the  industry's  most  globally  integrated
   research networks.

o  THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM
   Every American Fund is divided among a number of portfolio counselors. Each
   takes  responsibility  for a  portion  independently,  within  each  fund's
   objectives; in most cases, research analysts manage a portion as well. Over
   time this method has contributed to a consistency of results and continuity
   of management.

o  EXPERIENCED INVESTMENT PROFESSIONALS
   The  recent  market  decline  was not the first  for most of the  portfolio
   counselors  who serve the  American  Funds.  Nearly 70% of them were in the
   investment business before the sharp market decline of 1987.

o  A COMMITMENT TO LOW OPERATING EXPENSES
   American Funds' operating  expenses are among the lowest in the mutual fund
   industry. Our portfolio turnover rates are low as well, keeping transaction
   costs and tax consequences contained.

29 MUTUAL FUNDS, CONSISTENT PHILOSOPHY, CONSISTENT RESULTS

o  GROWTH FUNDS
   Emphasis on long-term growth through stocks
   AMCAP Fund(R)
   EuroPacific Growth Fund(R)
   The Growth Fund of America(R)
   The New Economy Fund(R)
   New Perspective Fund(R)
   New World FundSM
   SMALLCAP World Fund(R)

o  GROWTH-AND-INCOME FUNDS
   Emphasis on long-term growth and dividends through stocks
   American Mutual Fund(R)
   Capital World Growth and Income FundSM
   Fundamental InvestorsSM
   The Investment Company of America(R)
   Washington Mutual Investors FundSM

o  EQUITY-INCOME FUNDS
   Emphasis on above-average income and growth through stocks and/or bonds
   Capital Income Builder(R)
   The Income Fund of America(R)

o  BALANCED FUND
   Emphasis on long-term growth and current income through stocks and bonds
   American Balanced Fund(R)

o  BOND FUNDS
   Emphasis on current income through bonds
   AMERICAN HIGH-INCOME TRUSTSM
   The Bond Fund of AmericaSM
   Capital World Bond Fund(R)
   Intermediate Bond Fund of America(R)
   U.S. Government Securities FundSM

o  TAX-EXEMPT BOND FUNDS
   Emphasis on tax-free current income through municipal bonds American
   High-Income Municipal Bond Fund(R) Limited Term Tax-Exempt Bond Fund of
   AmericaSM
   The Tax-Exempt Bond Fund of America(R)

   STATE-SPECIFIC TAX-EXEMPT FUNDS
   The Tax-Exempt Fund of California(R)
   The Tax-Exempt Fund of Maryland(R)
   The Tax-Exempt Fund of Virginia(R)

o  MONEY MARKET FUNDS
   The Cash Management Trust of America(R)
   The Tax-Exempt Money Fund of AmericaSM
   The U.S. Treasury Money Fund of AmericaSM

THE CAPITAL GROUP COMPANIES

American Funds
Capital Research and Management
Capital International
Capital Guardian
Capital Bank and Trust

Lit. No. MFGEAR-921-1103

Litho in USA RCG/L/8049

Printed on recycled paper


ITEM 2 - Code of Ethics

The  Registrant  has  adopted a Code of Ethics  that  applies  to its  Principal
Executive Officer and Principal Financial Officer. The Registrant  undertakes to
provide  to any  person  without  charge,  upon  request,  a copy of the Code of
Ethics.  Such  request  can  be  made  to  American  Funds  Service  Company  at
800/421-0180 or to the Secretary of the Registrant,  333 South Hope Street,  Los
Angeles, California 90071.


ITEM 3 - Audit Committee Financial Expert

The Registrant's  Board has determined that H. Frederick  Christie,  a member of
the Registrant's Audit Committee,  is an "audit committee  financial expert" and
"independent," as such terms are defined in this Item. This designation will not
increase  the  designee's  duties,  obligations  or liability as compared to his
duties,  obligations and liability as a member of the Audit Committee and of the
Board;  nor will it  reduce  the  responsibility  of the other  Audit  Committee
members.  There may be other  individuals who, through  education or experience,
would qualify as "audit committee financial experts" if the Board had designated
them as such.  Most  importantly,  the Board  believes  each member of the Audit
Committee   contributes   significantly  to  the  effective   oversight  of  the
Registrant's financial statements and condition.


ITEM 4 - Principal Accountant Fees and Services

Form N-CSR disclosure requirement not yet effective with respect to Registrant.


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 - Reserved


ITEM 9 - Controls and Procedures

(a)  The officers providing the certifications in this report in accordance with
     rule 30a-2 under the Investment  Company Act of 1940 have concluded,  based
     on their evaluation of the Registrant's  disclosure controls and procedures
     (as such term is defined in such rule),  that such controls and  procedures
     are adequate and reasonably  designed to achieve the purposes  described in
     paragraph (c) of such rule.

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


ITEM 10 - Exhibits

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

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

                            American High-Income Trust



                            By:      /s/ David C. Barclay
                                     David C. Barclay, President and PEO

                            Date:    December 9, 2003

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/ David C. Barclay
       David C. Barclay, President and PEO

Date:  December 9, 2003



By:    /s/ Susi M. Silverman
       Susi M. Silverman, Treasurer

Date:  December 9, 2003