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: 811-5888



                            SMALLCAP World Fund, Inc.
               (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





                                 Chad L. Norton
                     Capital Research and Management Company
                              333 South Hope Street
                          Los Angeles, California 90071
                     (name and address of agent for service)


                                   Copies to:
                           Michael J. Fairclough, Esq.
                              O'Melveny & Myers LLP
                              400 South Hope 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)

SMALLCAP WORLD FUND

Our increasing emphasis on Asia

[cover:  global view of Asia]

Annual report for the year ended September 30, 2003

SMALLCAP World Fund(R) seeks long-term growth of capital through investments in
smaller companies in the United States and around the world.

This 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.

Contents
Letter to shareholders                                                1
Chart: The value of a long-term perspective                           3
Feature: Our increasing emphasis on Asia                              4
About your fund                                                      12
Investment portfolio                                                 13
Financial statements                                                 34
Directors and officers                                               48
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 relevant  sales charges  deducted.  Results for other
share  classes  can be found on page 47.  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.  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.  INVESTING  OUTSIDE THE
UNITED STATES IS SUBJECT TO ADDITIONAL RISKS, SUCH AS CURRENCY  FLUCTUATIONS AND
POLITICAL INSTABILITY, WHICH ARE DETAILED IN THE FUND'S PROSPECTUS. INVESTING IN
SMALL-CAPITALIZATION  STOCKS  CAN  INVOLVE  GREATER  RISK  THAN  IS  CUSTOMARILY
ASSOCIATED WITH INVESTING IN STOCKS OF LARGER, MORE ESTABLISHED COMPANIES.

[photograph: global view of Asia]

FELLOW SHAREHOLDERS:

For SMALLCAP World Fund,  fiscal year 2003 has been a tale of two stock markets.
The year  began  with the U.S.  preparing  for war with  Iraq,  a weak  economy,
plunging  interest rates and the climax of the worst bear market in decades.  It
ended  with the  toppling  of the Iraqi  government,  the  economy  growing at a
healthy clip and the stock market staging an impressive rebound.

SMALLCAP  bounced up and down  during the year,  losing  ground in the first six
months but surging in the second.  For the 12-month  period ended  September 30,
2003, the fund's total return was 32.5%, with the entire gain coming in the last
six months of the fiscal  year.  That's  better than the 31.3% gain turned in by
the average global small company fund, as measured by Lipper. But it trailed the
unmanaged  Citigroup World Smallcap Index, which rose 39.6%,  though this figure
doesn't  reflect  expenses.  SMALLCAP did not pay any dividends or capital gains
this year.

THE GLOBAL ECONOMY

We are now in the early stages of a global economic recovery.  Here in the U.S.,
federal  tax  cuts,  low  interest  rates  and a wave  of  mortgage  refinancing
stimulated the economy and all but vanquished talk of a double-dip recession. In
Japan, home to the world's second-largest economy, investor sentiment, corporate
profits and business spending are up. After several false starts, it now appears
that its  14-year  recession  is over.  And there are signs that  Germany -- the
third-largest  economy -- is  reviving.  Its stock  market has soared this year.
When the world's three biggest economies are growing at the same time, it's hard
to be anything but optimistic.

What really excites many of us, though, is China. Since its initial embrace with
capitalism a quarter of a century ago,  China's  economy has grown by an average
8% a year and is on pace to  overtake  the United  States  within the next three
decades. It is history's greatest example of sustained economic growth. Although
there are risks,  we think the investment  opportunities  and  implications  for
Asia,  indeed the world,  are enormous.  It's the subject of this year's feature
article, which begins on page 4.

PORTFOLIO REVIEW

Most of our  investments  did well  this  year.  Of the 288  stocks  held in the
portfolio for the entire 12-month  period,  80% of them rose in value. Of our 10
largest equity  holdings,  nine gained,  including three  technology  companies:
semiconductor manufacturer PMC-Sierra (+240.0%), software maker Novell (+153.8%)
and Cymer, which makes lasers for the semiconductor industry (+121.0%).

[Begin Sidebar]
Where are SMALLCAP's holdings located?

[begin pie chart]
FISCAL YEAR 2003                                Percent of
                                                net assets

o  United States                                   50.2%
o  Asia & Pacific Basin                            20.2
o  Europe                                          15.1
o  Other (including Canada
   & Latin America)                                 6.5
o  Cash & equivalents                               8.0
[end pie chart]

[begin pie chart]
FISCAL YEAR 2002                                Percent of
                                                net assets

o  United States                                   51.9%
o  Asia & Pacific Basin                            18.6
o  Europe                                          15.5
o  Other (including Canada
   & Latin America)                                 6.3
o  Cash & equivalents                               7.7
[end pie chart]
[End Sidebar]

That many  technology  stocks were big winners  this year isn't  surprising.  In
2000,   there   was  too   much   capacity   in  the   technology,   media   and
telecommunications  -- or  TMT  --  sectors.  Stock  valuations  simply  weren't
realistic.  The Internet and tech bubble burst.  The Nasdaq  Composite  crashed,
eventually falling 78%; many stocks fell even more. At the market's low point in
October 2002, stocks of some technology  companies were trading for less than 10
times their earnings;  others could be snapped up for little more than the value
of the cash on their books.  From such a low point,  there's often nowhere to go
but up.

In fact,  if you look  back in time,  you'll  see that  it's not  unusual  for a
growing industry, like technology, to go through fits and starts. Like railroads
150 years ago, cars at the beginning of the 20th century and the Internet at the
end of it, industries are born, grow quickly and stir investor  excitement.  But
at some  point,  things get out of hand.  When the bubble  bursts,  a  Darwinian
survival-of-the-fittest  reality  sets in. A  weeding-out  occurs,  with  weaker
companies being sold or going belly-up.  Eventually, the industry begins growing
again with fewer, but better managed and more profitable,  companies. Once, more
than a hundred American firms made  automobiles;  today, two do. The technology,
media  and   telecommunications   sectors  are  now  emerging   from  a  similar
weeding-out; the survivors will be stronger for it.

In addition  to  technology,  our other  biggest  investments  by sector are all
benefiting from the U.S. economic rebound.  Air travel is picking up. Hotels and
restaurants are busier.  Retail sales are growing and the outlook for the coming
holiday  season is  promising.  Supporting  all of this are  levels of  consumer
confidence  and spending that have by and large remained solid over the last few
years. As we've mentioned,  there are reasons to be optimistic on a global basis
as well.

THE ROAD AHEAD

We think  some of the  changes  we've  been  making to  SMALLCAP  -- being  more
selective about technology, trimming the number of holdings in our portfolio and
stepping up our  exposure  to many fast  growing  global  markets -- are bearing
fruit. We're optimistic about the impact of these changes on the portfolio.

Between 2000 and 2002, we were quite candid about the fund's bear market losses.
That being  said,  it's also fair to look at how  SMALLCAP  has done over a much
longer period of time. Since its inception more than 13 years ago,  SMALLCAP has
posted an average  annual  return of 9.2%,  compared  with 8.0% for the  average
global small-cap fund as measured by Lipper.  The Citigroup World Smallcap Index
has averaged 7.5% -- and again, that's before expenses.

We'd like to remind you about our  feature  story.  As we'll  explain in detail,
Asia -- particularly China -- is likely to grow quickly over the next few years.
We're well-positioned to take advantage of the investment  opportunities in this
part  of  the  world.  SMALLCAP's  investment  advisor,   Capital  Research  and
Management Company, has research offices in Hong Kong, Tokyo and Singapore. Some
of our analysts were raised in  countries,  and worked in  industries,  they now
cover.  They're  part  of a  global  team  of  analysts,  some  75  strong,  who
collectively  hail from two dozen nations and speak as many languages.  We think
their  experience  is as  broad as it is  deep,  and will  help us find the most
promising small companies for SMALLCAP to invest in.

Thank you for your  patience,  continued  support and  commitment  to  long-term
investing.

Cordially,

/s/ Gordon Crawford                     /s/ Gregory W. Wendt
Gordon Crawford                         Gregory W. Wendt
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

This chart shows how a $10,000  investment  in  SMALLCAP  World  Fund's  Class A
shares grew from April 30, 1990 -- the fund's inception -- through September 30,
2003, the end of the fund's latest fiscal year.

As you can see, the $10,000 would have grown to $30,626 even after deducting the
maximum  5.75%  sales  charge.  (Sales  charges  are lower for  accounts  -- and
aggregated  investments -- of $25,000 or more.) This is significantly  more than
the $26,252  generated by the unmanaged  Citigroup World Smallcap  Index,  which
tracks  about  5,000   small-company   stocks   around  the  world  with  market
capitalizations  (price per share  multiplied  by number of shares  outstanding)
between $100 million and $1.5 billion.  These are virtually the same  parameters
we use when selecting stocks for the fund's portfolio.

Please see the inside  back cover for  important  information  about other share
classes.

[begin mountain chart]


Year Ended       SMALLCAP       Citigroup World           Consumer Price          Original
September 30     World Fund(1)  Smallcap Index            Index(2)                Investment
<s>              <c>            <c>                       <c>                     <c>
1990(3)           $8,288         $8,919                   $10,295                 $10,000
1991             $11,307        $11,210                   $10,644                 $10,000
1992             $11,640        $10,999                   $10,962                 $10,000
1993             $15,418        $14,336                   $11,257                 $10,000
1994             $16,744        $15,390                   $11,590                 $10,000
1995             $19,856        $16,888                   $11,885                 $10,000
1996             $22,851        $18,899                   $12,242                 $10,000
1997             $28,689        $21,443                   $12,506                 $10,000
1998             $22,749        $17,195                   $12,692                 $10,000
1999             $32,172        $21,965                   $13,026                 $10,000
2000             $44,532        $24,828                   $13,476                 $10,000
2001             $24,516        $19,352                   $13,832                 $10,000
2002             $23,121        $18,799                   $14,042                 $10,000
2003             $30,626        $26,252                   $14,368                 $10,000

[end mountain chart]

AVERAGE ANNUAL TOTAL RETURNS ON A $1,000 INVESTMENT (for periods ended
September 30, 2003)

                                       1 YEAR           5 YEARS        10 YEARS
CLASS A SHARES
Reflecting 5.75% maximum sales charge  +24.84%          +4.88%          +6.47%

Results  assume  reinvestment  of all  distributions.  Results  for other  share
classes can be found on page 47. For the most current investment results, please
refer to  americanfunds.com.  Past results are not predictive of future results.
The  results  shown  are  before  taxes on fund  distributions  and sale of fund
shares.

(1)  This figure, unlike those shown earlier in this report, reflects payment of
     the maximum sales charge of 5.75% on the $10,000  investment.  Thus the net
     amount  invested  was  $9,425.  There is no sales  charge on  dividends  or
     capital gain distributions that are reinvested in additional shares.
(2)  Computed  from data  supplied by the U.S.  Department  of Labor,  Bureau of
     Labor Statistics.
(3)  For the period  April 30,  1990 (when the fund  began  operations)  through
     September 30, 1990.

[photograph:  man on cell phone walking with woman on crowded street]

OUR INCREASING EMPHASIS ON ASIA

SMALLCAP WORLD FUND'S MANDATE IS TO INVEST IN THE MOST PROMISING SMALL COMPANIES
ON THE  PLANET.  AN  INCREASING  NUMBER OF THEM ARE BASED IN ASIA,  WHICH BY ONE
ESTIMATE COULD ACCOUNT FOR MORE THAN 50% OF THE WORLD'S ECONOMIC GROWTH OVER THE
NEXT  DECADE.* WE THINK THAT CHINA -- A BEHEMOTH  THE SIZE OF THE UNITED  STATES
WITH  FOUR-AND-A-HALF  TIMES THE POPULATION -- IS ESPECIALLY  PROMISING.  ON THE
FOLLOWING PAGES, WE'LL DISCUSS THE POTENTIAL RISKS -- AND REWARDS.

[photograph:  buildings with neon lights at night]

It's one of the more  eye-opening  cab rides one can take: the 18-mile trip from
Capital International  Airport to downtown Beijing.  Hurtling down Shoudujichang
Road, a four-lane  superhighway  (with road signs in both Mandarin and English),
you see a forest of construction cranes racing to erect a Manhattan-like  series
of  skyscrapers.  On one side there are  modern  homes;  on the other,  gleaming
headquarters  of the country's  biggest  telecom and oil  companies.  Billboards
peddle  everything  from cell  phones -- China last year  became the world's top
wireless market -- to cigarettes and sneakers. And off in the distance,  work is
beginning on the Olympic Village. Host to the 2008 summer games, Beijing intends
to show the world that the People's Republic of China has arrived as a political
and economic power.

As far as the latter is  concerned,  there is no doubt  that  China has  already
arrived.  In the quarter-century  since it embarked on economic reform,  China's
economy  has  averaged  growth  of  nearly  8% a year  and is  now  the  world's
sixth-largest.  The dean of Harvard  University's  Kennedy School of Government,
Joseph Nye,  calculates  that even if that  blistering pace were to slow down --
say to 6% -- in just 30 years,  China's  economy would total about $16 trillion,
twice the size of the current American economy.

"I think China is the greatest  growth story in modern  economic  history," says
Gordon Crawford,  SMALLCAP's chairman and one of its portfolio counselors. "It's
growing faster than Great Britain during the industrial revolution, Japan in the
post World War II era and America a century ago."

As it did in Britain, Japan and the U.S., China's spectacular growth is creating
vast  amounts  of fu,  or  wealth.  Much of it is  controlled  by  young,  brash
entrepreneurs -- reminiscent,  perhaps, of America's 19th-century robber barons.
But the  average  citizen is  rapidly  gaining  ground,  too:  Their  income has
quadrupled  in two  decades,  lifting an  estimated  270  million  people out of
poverty.

Like the ripples  from a stone  dropped  into a pond,  this growth is  radiating
beyond China to encompass much of Asia. One sign of the  continent's  incredible
wealth  creation:  East Asia is  minting  new  millionaires  at a healthy  clip.
According  to Forbes,  last year  alone,  while the bear  market was  pushing an
estimated 88,000 people below the millionaire ranks in North America,  more than
100,000 people joined the seven-figure club in Asia.

*Source: Capital Strategy Research, Inc.,SM an affiliate of American Funds.

[Begin Pull Quote]
"I think China is the greatest growth story in modern economic  history."
 Gordon Crawford
[End Pull Quote]

[photograph:  bicycle riders and bus on busy street]

[Begin Sidebar]
                                [Chinese character]
                                       Fu
                               Wealth, Good Luck

                                [Chinese character]
                                       Lu
                                   Prosperity


                                [Chinese character]
                                       Cai
                                  Wealth, Money

                                [Chinese character]
                                       He
                                   Harmonious

[photograph:  Three  people  - one  walking,  one on a cell  phone  and  another
standing  next  to  him  with a  view  out of a  window  across  a  harbor  with
skyscrapers in the background]

[End Sidebar]

But the heart of this story is China. And much of its remarkable rise -- perhaps
"re-emergence"  is more like it, given that it has been the world's economic and
technological  standard  bearer for much of its  5,000-year  history -- is being
fueled by small companies.

"China represents a phenomenal investment opportunity for us," says Winnie Kwan,
a SMALLCAP  analyst based in Hong Kong.  "There is a huge and  expanding  middle
class there now,  especially in the coastal provinces.  Their standard of living
is rising and there is a pent-up demand for goods and services.  Of course, they
are creating,  or  participating  in, the production and  distribution  of these
goods and services themselves,  so it all just feeds on itself. It's an enormous
opportunity  fueled by both investment and consumption,  and it's getting bigger
every day."

SUPPLY AND DEMAND

There  are many  angles  to the  China  story.  The rest of the  world  has long
salivated at the prospect of exporting to the People's Republic,  which with 1.3
billion  people  is, by far,  the  world's  biggest  market.  But that  colossal
population also represents  one-fifth of the world's labor supply -- and with an
average manufacturing wage of 60 cents an hour, one of the cheapest.

That seemingly inexhaustible pool of low-cost workers has transformed China into
the world's  factory.  The  Economist  reports that exports have been growing by
double digits for more than two decades. But here, too, there are nuances. Those
exports are largely  low-tech:  a quarter of the world's  toys; an eighth of its
footwear  and  clothing;  and a third  of  suitcases  and  handbags.  "The  most
important  development  in China  over the last five years is that it has gained
significant market share in global manufacturing," says Winnie.

Shoes,  and  suitcases  to put them in,  are one thing.  But more  sophisticated
goods, which better reflect a country's economic development, are another. Here,
claims portfolio counselor Mark Denning, China is just getting started.

"Yes, China has gone from essentially nothing to the biggest manufacturing power
in the world in relatively short order," he says. "But that doesn't mean it's a
developed market economy. It has a hugely undeveloped infrastructure -- roads,
modern hospitals, water and power distribution, and so forth. China may be good
at low-tech manufacturing, but it's behind its neighbors -- and way behind the
U.S. -- in high technology. China's growth has been spectacular, in large part
because its economy was so backward to begin with."

[photograph:  busy street at night - buildings with neon lights]

REGIONAL OPPORTUNITIES

Another key part of the story: China is not just a giant exporter;  it imports a
staggering amount, too. Last year alone,  imports grew by $55 billion,  and from
1998  to 2002  surged  from  17% to 25% of  GDP.  Given  its  relative  economic
backwardness,  it needs goods, services, expertise and capital. Its neighbors --
and the United States -- are supplying it.

"There's a  misconception  that China's  going to be the  low-cost  provider for
everything  from A to Z and wipe everybody out," says  Tokyo-based  analyst Sung
Lee.  "The fact is China still can't make things like,  for  example,  precision
machinery and machine tools.  That will probably change,  but at the very least,
it will take quite a while." To support his theory,  Sung points to South Korea,
which despite a vibrant market economy and open political  system,  still hasn't
caught up with Japan's  vaunted  technological  prowess.  "The bottom  line," he
says,  "is countries that can provide high value goods and services are going to
profit off China for years to come."

[photograph:  Boy and girl holding hands walking on crowded street]

This helps  explain  why China is now the biggest  export  market for Taiwan and
South  Korea;  when Hong Kong is  factored  in, it's about to become the biggest
market for Japan, Singapore, Malaysia and the Philippines. According to a recent
World Bank study,  China "has had a major positive  impact on the trade of other
East Asian  countries." The study adds that from 1995 to 2001,  Asian exports to
China grew 11.5% a year, while total global trade grew at a 3.8% pace.

China is also at the mercy of other  countries for many basic raw materials.  It
has a seemingly  insatiable  appetite for iron ore and alumina.  Like the United
States, China also imports much of its energy: natural gas from Malaysia and oil
from  Indonesia  and the Persian Gulf. In the next year, in fact, it most likely
will become the second-largest  importer of oil, after the U.S. That China gulps
so much  petroleum is even more  astonishing  when you consider that the biggest
consumer of oil in the U.S. -- the auto  industry -- is only  beginning to shift
into high gear in the People's  Republic.  Half of all Americans own a car; just
one in a hundred Chinese do.

[Begin Sidebar]
"This tidal wave of information,  flowing freely among citizens,  is speeding up
economic  development  and  helping  capital  and  labor  to be  allocated  more
efficiently."

Galen Hoskin

AN EMPHASIS ON INVESTMENT RESEARCH

To find the most promising small companies to invest in -- while  mitigating the
risk -- SMALLCAP relies heavily on its research  analysts.  We mentioned Winnie,
Galen and Sung.  They're just three of dozens of analysts,  all of whom are part
of the global research  network run by the fund's advisor,  Capital Research and
Management  Company.  They are  multilingual  -- speaking a collective two dozen
languages  --  multiethnic  and  multicultural,  invaluable  traits for a global
mutual fund.

Take Winnie, for instance.  Born in Kowloon, a 10-minute ride on the fabled Star
Ferry  from  Hong  Kong  Island,  she grew up in a  Chinese  household,  studied
economics at Cambridge University and spent several years in the fund management
business before joining  Capital in 2000. In addition to English,  she is fluent
in Mandarin and Cantonese, the principal languages of China.

"Being on the ground is an important  part of the research  process,"  she says.
"China is a very big and complicated  country. You really have to spend a lot of
time talking to management,  listening and asking lots of questions. I also talk
to their competitors,  suppliers and customers.  Kicking the tires, so to speak,
is the  only  way to  find  good  companies.  It's  very  challenging  and  very
rewarding."

For his part, Sung Lee was born in Korea,  moved to the United States at age 10,
earned an MBA from Columbia  University  Business  School and joined  Capital in
1994. Based in Tokyo, he speaks English, Korean and Japanese.

"I spend a lot of time on the  road,"  he says.  "That's  because  I think  it's
crucial to visit  companies and get to know the  management.  Good management is
vital for any company,  of course, but especially for a smaller one. I'm excited
about Asia these days because the overall quality of management at the companies
I follow always seems to be getting  better.  I see a lot of managers and owners
whose interests are aligned with shareholders;  those are the kinds of companies
I like."

Capital Research itself has 11 offices around the world,  including Tokyo,  Hong
Kong and  Singapore.  Capital has been  investing in Asia since the 1950s.  Last
year, our analysts made countless  research visits in the region.  Over the last
three years, while some investment  companies were letting research analysts go,
Capital  made several key hires.  In 2002,  its budget for  investment  research
topped $160 million.  "Capital doesn't skimp on research," says Gordy. "It's the
lifeblood of our investment process."

"There's no question that the experience  and judgment of our research  analysts
are  tremendously  helpful,"  says  London-based  portfolio  counselor  Jonathan
Knowles.  "Over the long run, their ability to spot growth  opportunities  early
has generated real value for our shareholders."
[End Sidebar]

[photograph:  two teenagers walking; one of them dialing a cell phone]

[Begin Sidebar]
"The most important development in China over the last five years is that it has
gained significant market share in global manufacturing."
                                                                Winnie Kwan
[End Sidebar]

KARL MARX, MEET ADAM SMITH

It is difficult to stroll through  Tiananmen  Square -- the heart of Beijing and
site of 1989's bloody crackdown on a democracy movement -- without wondering how
a market  economy  can  coexist,  much  less  thrive,  under the  dominion  of a
communist government.  "The Communist party still believes that it's possible to
have a socialist  ideology  and a market  economy,"  Winnie  says.  "Eventually,
something's got to give."

On many  important  fronts,  it is the  government  that  seems to be  blinking.
Although  China has had a de facto  market  economy  for 20  years,  authorities
appear set,  for the first time,  to codify its  underpinnings  with a series of
sweeping laws and regulations.

[photograph:  busy  street  with  automobile  and  pedestrian  traffic  with the
buildings and signs lit up]

China's economy is also becoming more investor friendly thanks to its membership
in the World Trade  Organization,  which it joined in 2001. It is cutting tariff
and nontariff  barriers,  as well as opening up sectors of the economy that have
long been  off-limits  to  foreigners,  such as banking and  telecommunications.
Other  changes are brewing from  pressure  generated by China's  growing army of
entrepreneurs and businessmen  demanding laws on everything from property rights
to contract enforcement.

However,  the government  continues to prohibit political changes such as direct
elections and freedom of speech and assembly.  But here, too,  proponents of the
free  flow of  information  among  private  citizens  -- vital  in an  efficient
capitalist system, but threatening to a one-party state -- are gaining the upper
hand,  literally,  when one sees the  millions  of  Chinese  holding  one of the
country's  400  million  cell  phones up to their  ears.  And when  they're  not
chatting,  they're surfing cyberspace: In the next year or so, China most likely
will pass the U.S. as the nation with the biggest number of Internet users.

"This tidal wave of information,  flowing freely among citizens,  is speeding up
economic  development  and  helping  capital  and  labor  to be  allocated  more
efficiently,"  notes Galen Hoskin,  a SMALLCAP  analyst based in San  Francisco.
"Certainly more efficiently than the government could."

In short,  China is becoming  less  autocratic  by the day,  with an  increasing
number of well-educated,  wired and entrepreneurial  citizens who bow not to the
teachings  of Marx,  but Adam  Smith.  This,  in turn,  is likely to ensure that
China's experiment with communism,  forced upon it in 1949, will likely prove to
be a short chapter in the Middle Kingdom's  ancient  history.  The next chapter,
now being  written,  is likely to have a lot more to do with things like private
ownership and free enterprise than the hammer and sickle.

[photograph:  father (holding a baby) and mother boarding the subway]

CLOSE ATTENTION TO RISK

As is the case with any  emerging  market,  investing  in China  carries  risks.
Politically, the Communist Party's determination to maintain a closed, one-party
system is likely to be tested  severely  by its  citizens  in the years ahead --
recent  demonstrations  in Hong Kong  against a proposed  internal  security law
provided a glimpse of this -- and Beijing's  unresolved dispute with Taiwan over
the future of that  democratic  island  continues to strain  relations  with the
United States.

There are currency risks. As anyone who invested in Mexico,  Russia or Argentina
in recent  years  knows,  currencies  in  emerging  markets  have a nasty way of
suddenly being devalued.  China's currency, the renminbi ("the people's money"),
is not regarded as overvalued. But it is pegged to the U.S. dollar, leading some
investment  analysts  to wonder  what the  renminbi's  true value is. The United
States is  pressuring  China to let its currency  float  freely,  claiming it is
contributing to America's trade deficit.

[Begin Sidebar]

THE VALUE OF INVESTING IN SMALL-CAP STOCKS

As bright as we think the future is for Asia's emerging markets, it's hardly the
first time that those markets and/or small-cap stocks have shined.

Over a period of many years,  small company stocks -- in the U.S. and around the
world -- have  often  been the best or  second-best  performing  segment  of the
equities market.

"When it comes to  investing,  you never know  what's  going to do better in any
given  year,"  Gordy points out.  "For  example,  bond funds did well during the
stock market decline.  But over the long run,  history shows that stocks usually
do much better. It also shows that small company stocks, both U.S. and non-U.S.,
can do quite well."

[begin table]
BEST PERFORMING EQUITY CLASSES OVER THE PAST 15 CALENDAR YEARS
(through 9/30/03)

                  BEST-PERFORMING                         SECOND-BEST

2003*             NON-U.S. SMALL CAP                      EMERGING MARKETS
2002              NON-U.S. SMALL CAP                      EMERGING MARKETS
2001              U.S. SMALL CAP VALUE                    U.S. SMALL CAP
2000              U.S. SMALL CAP VALUE                    U.S. large cap value
1999              EMERGING MARKETS                        U.S. SMALL CAP GROWTH
1998              U.S. large cap growth                   U.S. large cap
1997              U.S. large cap                          U.S. large cap value
1996              U.S. large cap                          U.S. large cap growth
1995              U.S. large cap                          U.S. large cap growth
1994              Non-U.S. large cap                      Global
1993              EMERGING MARKETS                        NON-U.S. SMALL CAP
1992              U.S. SMALL CAP VALUE                    U.S. SMALL CAP
1991              EMERGING MARKETS                        U.S. SMALL CAP GROWTH
1990              U.S. large cap growth                   U.S. large cap
1989              EMERGING MARKETS                        U.S. large cap growth
1988              EMERGING MARKETS                        U.S. SMALL CAP VALUE

[end table]
*Through 9/30/2003.

Sources:
U.S.  large cap  represented  by  Standard & Poor's 500  Composite  Index,  with
  distributions reinvested.
U.S. small cap represented by the Russell 2000 Index.
U.S. small cap value represented by the Russell 2000 Value Index.
U.S. small cap growth  represented by the Russell 2000 Growth Index.  U.S. large
  cap value represented by the Russell 1000 Value Index.
U.S. large cap growth represented by the Russell 1000 Growth Index.
Non-U.S.  small cap represented by the Citigroup World Smallcap  (ex-U.S.) Index
  (companies under $1.2 billion market cap). Index inception was July 1989.
Non-U.S.  large cap represented by the MSCI EAFE(R)  (Europe,  Australasia,  Far
  East) Index with gross dividends reinvested.
Emerging  markets  equity  represented  by the MSCI EMF (Emerging  Markets Free)
  Index,SM with gross dividends reinvested.
Global represented by the MSCI World IndexSM with gross dividends reinvested.
[End Sidebar]

[photograph: night scene of buildings with lights and a lit up fountain spraying
water upward]

[Begin Sidebar]
"There are many good companies in Japan, Taiwan and South Korea with significant
business operations in the People's Republic."
                                                        Winnie Kwan
[End Sidebar]

[three photographs:  blur of dragon's tail; night scene of buildings lit up with
water on one side and  mountains  on the  other;  girl  talking on cell phone in
front of market place]

There are two principal ways to invest in China. The first, and most obvious, is
to  invest  directly  in  Chinese  companies.   "We're  finding  lots  of  great
opportunities,"  notes Gordy.  "For  example,  we've  bought  stakes in Zhejiang
Expressway and Jiangsu  Expressway,  two companies that collect tolls on China's
expanding highway system." With more and more cars zipping around, Gordy figured
it would also make sense to invest in Clear  Media,  China's  leading  billboard
company.  Other examples of Chinese companies that SMALLCAP owns include Yanzhou
Coal Mining Co. and Anhui Conch Cement,  both investment plays on that country's
growing energy and infrastructure needs.

SMALLCAP also invests in foreign  companies  that do a lot of business in China.
"There are many good companies in Japan, Taiwan and South Korea with significant
business  operations in the People's  Republic," Winnie notes.  Examples of this
include  Largan  Precision,   a  lens  manufacturer  for  digital  cameras  with
production facilities in China; and Hung Hing Printing Group of Hong Kong, which
makes  packaging and paper products.  "Companies like these,  which we think are
extremely  well  managed,  have  significant  exposure  to the  growing  Chinese
market."

Sung looks for  Japanese and Korean  companies  with a footprint in the People's
Republic.  "KEC is a good one. It's a small  semiconductor  manufacturer.  Solid
management; very shareholder-oriented."

Because  the  Chinese   don't  yet  have  the   technology   to  make   high-end
semiconductors  on their own, KEC is building a plant  there.  "They'll get high
quality at a low cost," Sung says, predicting KEC will double its sales over the
next four years.

Investing in China  through its  next-door  neighbors  lowers risk,  but doesn't
eliminate it. It has been only six years since  Thailand  devalued its currency,
the baht,  sparking an Asian economic  collapse and a global  financial  crisis.
Could it happen again?

"I suppose anything is possible,"  cautions Mark, who has been investing in Asia
for more than two  decades.  "But there have been many  positive  changes  since
1997-98. The chances of it happening again are much lower now."

[photograph:  shipping yard]

These changes include reforms,  which resulted in the destruction of much of the
cronyism,  protectionism and government  regulation that had burdened many Asian
businesses.  The result,  write  Nicholas  Kristof and Sheryl  WuDunn,  Pulitzer
Prize-winning correspondents for The New York Times, is "a political, social and
economic  revolution  that is still  incomplete but that ultimately will reshape
Asia as greatly as the fall of the Berlin Wall reshaped Europe."

A dramatic observation,  perhaps, but one that Mark generally agrees with. "Most
Asian  countries  learned  some  bitter  lessons  in  the  late  1990s.  They've
restructured  in all sorts of ways and have really gotten their economic  houses
in  order.  I'm  impressed  with  their  levels  of  corporate   governance  and
accountability to shareholders.  On top of that, valuations of many Asian stocks
are extremely low and interest rates are very low. Asia is as attractive as I've
ever seen it."

Still,  he is cautious.  "Although  it's true that many companies are trading at
very low prices,  and  emerging  markets in general are trading at their  lowest
valuations in years,  it's because investors are aware of the risks. You have to
be careful."

[Begin Sidebar]
THE MULTIPLE PORTFOLIO COUNSELOR SYSTEM

[Begin Sidebar]
[photographs]:

Gordon Crawford
32 years with Capital

Claudia Huntington
28 years with Capital

Mark Denning
21 years with Capital

J. Dale Harvey
12 years with Capital

Jonathan Knowles
11 years with Capital

Blair Frank
9 years with Capital

SMALLCAP  World  Fund's  portfolio  counselors  average  19 years of  investment
experience.  Why six people to manage one fund?  Because  Capital  Research  and
Management Company, adviser to the American Funds, has developed a unique method
we call the multiple  portfolio  counselor system. We believe it helps our funds
achieve consistently superior long-term investment results.

Here's how it works:  SMALLCAP's  assets are divided into portions.  Each of the
fund's six portfolio  counselors manages one portion;  another is managed by the
fund's research analysts, who bring their own investment expertise to the table.

The advantages of this system are many:

o    DIVERSITY.  Within the fund's overall guidelines, the counselors get to act
     on  their  own  convictions.  This  offers  the  best  attributes  of  both
     individualism and teamwork, with no need for consensus.

o    CONSISTENCY.  Over time,  having more than one person managing assets tends
     to smooth out the peaks and valleys of investing.

o    CONTINUITY.  Since the fund is not dependent on any single individual, when
     one  person  leaves or  retires,  only a portion of the  portfolio  changes
     hands.  Smooth,  gradual  transitions  help  the  fund  maintain  a  steady
     investment approach.
[End Sidebar]

ABOUT YOUR FUND

Launched in 1990,  SMALLCAP  World Fund is one of the few  small-company  growth
funds that invests globally.  Usually, at least 80% of the fund's assets will be
invested in the stock of companies  with market values  ranging from $50 million
to $1.5 billion.  Because it is a global fund,  SMALLCAP is subject to economic,
social, political,  interest rate or currency-related risk. These risks can mean
added volatility and the potential loss of capital;  shareholders  should have a
long-term perspective when investing in this fund.

[begin table]

SMALLCAP FACTS AND FIGURES (as of September 30, 2003)

Shareholders: 817,666
Assets under management: $8.5 billion
Portfolio counselors: Six
Average amount of investment experience: 19 years
[end table]

SMALLCAP COMPARED WITH ITS BENCHMARKS

                                                                                               
                                                                                                         GLOBAL SMALL-
CUMULATIVE TOTAL RETURNS                              SMALLCAP               CITIGROUP WORLD            COMPANY MUTUAL
ENDING SEPTEMBER 30, 2003+                           WORLD FUND              SMALLCAP INDEX              FUND AVERAGE*

1 year                                                 +32.5%                    +39.6%                    +31.3%
3 years                                                -31.2                      +5.7                     -21.4
5 years                                                +34.6                     +52.7                     +45.0
10 years                                               +98.6                     +83.1                     +81.1
Lifetime (since April 30, 1990)                       +225.0                    +162.5                    +181.3
Lifetime (since April 30, 1990) annualized              +9.2                      +7.5                      +8.0


*As measured by Lipper.
+With distributions reinvested.

OUR LONG-TERM FOCUS HELPS LOWER EXPENSES

SMALLCAP's  Class A expense ratio of 1.19% of portfolio  assets is less than the
average front-end load global small-company fund's 1.57%, as measured by Lipper.
One reason our expenses are lower is because as long-term investors,  we tend to
hold stocks for longer  periods of time.  Over the long run,  holding costs down
can help the total return on your investment.

A TOTAL COMMITMENT TO HONESTY AND INTEGRITY

A key objective of our investment  research process is determining,  to the best
of our ability,  that the companies we invest in adhere to the highest standards
of ethics and openness.  Companies  that do so tend to act in the best interests
of their  shareholders.  We apply these standards to ourselves as well. SMALLCAP
is watched by a board of  Directors  that is  comprised  largely of  independent
outsiders. Our audit committee is completely independent.


INVESTMENT PORTFOLIO, September 30, 2003

[begin pie chart]
                                                       Percent of
INDUSTRY DIVERSIFICATION                               net assets

Semiconductors & semiconductor equipment                  8.0%
Commercial services & supplies                             7.7
Media                                                      6.3
Hotels, restaurants & leisure                              5.3
Specialty retail                                           4.5
All other industries                                      60.2
Cash & equivalents                                         8.0

[end pie chart]
                                                        Percent
                                                         of net
LARGEST EQUITY HOLDINGS                                  assets

Performance Food Group                                    1.41 %
Michaels Stores                                           1.28
PMC-Sierra                                                1.22
Extended Stay America                                     1.09
Education Management                                      1.02
Amylin Pharmaceuticals                                     .99
Cymer                                                      .97
Venture                                                    .97
Novell                                                     .86
Sylvan Learning Systems                                    .84


                                                                                                             
                                                                                                Shares or           Market
                                                                                                principal           value
EQUITY SECURITIES (common and convertible preferred stocks and convertible debentures)            amount            (000)

SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT  -  7.95%
PMC-Sierra, Inc. (USA) (1)                                                                        7,800,000      $  102,890
Cymer, Inc. (USA) (1) (2)                                                                         2,000,000          82,400
Micrel, Inc. (USA) (1) (2)                                                                        4,767,112          58,111
Fairchild Semiconductor International (USA) (1)                                                   3,142,800          52,108
ASM International NV (New York registered) (Netherlands) (1) (2)                                  3,119,100          46,007
Applied Micro Circuits Corp. (USA) (1)                                                            8,500,000          41,395
Cypress Semiconductor Corp. (USA) (1)                                                             2,200,000          38,896
Varian Semiconductor Equipment Associates, Inc. (USA) (1)                                         1,000,000          37,450
Semtech Corp. (USA) (1)                                                                           2,000,000          36,920
Integrated Circuit Systems, Inc. (USA) (1)                                                        1,200,000          36,048
O2Micro International Ltd. (USA) (1)                                                              1,759,500          25,425
Brooks Automation, Inc. (USA) (1)                                                                 1,200,000          25,080
KEC Corp. (South Korea)(2)                                                                          523,540          16,919
PDF Solutions, Inc. (USA) (1) (2)                                                                 1,500,000          16,875
Axcelis Technologies, Inc. (USA) (1)                                                              2,000,000          16,520
ASE Test Ltd. (Taiwan) (1)                                                                        1,500,000          13,035
Faraday Technology Corp. (Taiwan)                                                                 3,539,125           8,244
MKS Instruments, Inc. (USA) (1)                                                                     300,000           6,498
Advanced Energy Industries, Inc. (USA) (1)                                                          211,500           3,991
ASM Pacific Technology Ltd. (Hong Kong)                                                           1,050,000           3,552
MegaChips Corp. (Japan)                                                                             295,000           2,604
Zeevo, Inc., Series C, convertible preferred (USA) (1) (2) (3) (4)                                1,587,301             921
Zeevo, Inc. 5.00% convertible notes 2004 (2)(3)(4)                                               $  398,561             399
Zeevo, Inc., warrants, expire 2008  (1)(2)(3)(4)                                                          3               -
ClearSpeed Technology Ltd. (United Kingdom) (1) (3) (4)                                           2,300,000              28


COMMERCIAL SERVICES & SUPPLIES  -  7.68%
Education Management Corp. (USA) (1)                                                              1,500,000          86,505
Sylvan Learning Systems, Inc. (USA) (1) (2)                                                       2,589,516          70,642
United Rentals, Inc. (USA) (1)                                                                    2,560,000          41,190
S1 Corp. (South Korea)(2)                                                                         2,090,000          40,507
ChoicePoint Inc. (USA) (1)                                                                        1,150,000          38,525
Vedior NV (Netherlands)                                                                           2,948,571          35,987
School Specialty, Inc. (USA) (1) (2)                                                              1,130,000          31,877
Downer EDI Ltd. (Australia)(2)                                                                   51,045,208          30,238
Techem AG (Germany) (1) (2)                                                                       1,413,300          24,356
Arbitron Inc. (USA) (1)                                                                             621,060          21,923
Valassis Communications, Inc. (USA) (1)                                                             800,000          21,120
Imagistics International Inc. (USA) (1)                                                             696,100          20,173
Tetra Tech, Inc. (USA) (1)                                                                        1,000,000          19,910
Kroll Inc. (USA) (1)                                                                              1,000,000          18,600
CoStar Group, Inc. (USA) (1)                                                                        689,700          17,932
Group 4 Falck A/S (Denmark)                                                                         780,000          16,919
Kelly Services, Inc., Class A (USA)                                                                 600,000          14,964
Portfolio Recovery Associates, Inc. (USA) (1)                                                       500,000          12,710
Buhrmann NV (Netherlands)                                                                         1,700,000          12,635
Ionics, Inc. (USA) (1)                                                                              500,000          12,230
Brinks Company (USA)                                                                                700,000          12,152
Duratek, Inc. (USA) (1)                                                                             891,100           7,949
MITIE Group PLC (United Kingdom)                                                                  3,560,000           7,246
DIS Deutscher Industrie Service AG (Germany)                                                        390,000           7,244
Informatics Holdings Ltd. (Singapore)(2)                                                         16,065,000           7,148
Michael Page International PLC (United Kingdom)                                                   2,310,000           5,721
Reliance Security Group PLC (United Kingdom)                                                        440,000           5,117
Oslo Bors Holding ASA (Norway)(3)                                                                   125,000           3,124
Oslo Bors Holding ASA                                                                                31,000             775
Proffice AB, Class B (Sweden)                                                                       900,000           2,495
ZOOTS (USA) (1)(2)(3)(4)                                                                         12,586,913           1,208


MEDIA  -  6.25%
Astral Media Inc., Class A (Canada)                                                               3,349,100          62,118
Gemstar International Group Ltd. (USA) (1)                                                       11,750,000          55,577
Corus Entertainment Inc., Class B, nonvoting (Canada) (1)                                         2,630,000          45,836
SBS Broadcasting SA (Luxembourg) (1) (2)                                                          1,800,000          44,784
UnitedGlobalCom, Inc., Class A (USA) (1)                                                          6,726,675          41,100
CanWest Global Communications Corp. (Canada) (1)                                                  4,729,946          39,113
CanWest Global Communications Corp., nonvoting, Class A (1)                                          14,321             119
EMI Group PLC (United Kingdom)                                                                   15,625,000          38,357
Capital Radio PLC (United Kindgom)                                                                2,412,000          19,156
Modern Times Group MTG AB, Class B (Sweden) (1)                                                     700,000          11,239
Modern Times Group MTG AB 5.50% convertible debenture 2006                                  Euro  7,000,000           7,882
Clear Media Ltd. (Hong Kong) (1) (2)                                                             32,579,000          18,826
Rural Press Ltd. (Australia)                                                                      3,726,466          18,269
Toei Animation Co., Ltd. (Japan)                                                                    290,000          16,114
Sanctuary Group PLC (United Kingdom)(2)                                                          19,470,839          15,528
Fox Kids Europe NV (Netherlands) (1)                                                              2,351,649          14,268
Catalina Marketing Corp. (USA) (1)                                                                  800,000          12,152
Nasionale Pers Beperk, Class N (South Africa)                                                     2,908,534          11,844
Lions Gate Entertainment Corp. (Canada) (1) (2)                                                   2,378,500           7,056
Lions Gate Entertainment Corp., USD denominated (1) (2)                                           1,425,000           4,261
Phoenix Satellite Television Holdings Ltd. (Hong Kong) (1)                                       94,688,000          10,149
Austereo Group Ltd. (Australia)                                                                   9,820,000           9,361
Alliance Atlantis Communications Inc., nonvoting, Class B  (Canada) (1)                             560,000           8,846
Zee Telefilms Ltd. (India)                                                                        2,700,000           7,289
GWR Group PLC (United Kingdom)                                                                    1,250,000           4,439
Woongjin.com Co., Ltd. (South Korea)                                                              1,065,150           2,783
ABS-CBN Holdings Corp. (PDR) (Philippines) (1)                                                    3,500,000           1,548
BKN International AG (Germany) (1)                                                                  244,200             356
Lone Star Research, Inc. (USA) (1)(3)(4)                                                            966,793              10


HOTELS, RESTAURANTS & LEISURE  -  5.35%
Extended Stay America, Inc. (USA) (1) (2)                                                         6,190,000          92,417
Mandalay Resort Group (USA)                                                                       1,062,400          42,082
J D Wetherspoon PLC (United Kingdom) (2)                                                         10,644,724          40,754
IHOP Corp. (USA)                                                                                    915,800          30,084
Triarc Companies, Inc., Class B (USA)                                                             1,900,000          19,760
Triarc Companies, Inc., Class A                                                                     950,000           9,566
Cafe de Coral Holdings Ltd. (Hong Kong) (2)                                                      28,192,000          25,847
Aristocrat Leisure Ltd. (Australia)                                                              19,558,157          25,569
Orient-Express Hotels Ltd., Class A (USA) (1)                                                     1,610,000          25,116
William Hill PLC (United Kingdom)                                                                 4,015,000          20,680
P.F. Chang's China Bistro, Inc. (USA) (1)                                                           437,000          19,818
Luminar PLC (United Kingdom)                                                                      2,000,000          15,984
Stanley Leisure PLC (United Kingdom)                                                              2,740,000          15,661
Steak n Shake Co. (USA) (1)                                                                       1,024,750          15,269
City Centre Restaurants PLC (United Kingdom)                                                      7,710,000           9,447
Pinnacle Entertainment, Inc. (USA) (1)                                                            1,000,000           7,000
California Pizza Kitchen, Inc. (USA) (1)                                                            400,000           6,960
Applebee's International, Inc. (USA)                                                                200,000           6,296
Panera Bread Co., Class A (USA) (1)                                                                 150,000           6,144
Greene King PLC (United Kingdom)                                                                    430,000           6,026
O'Charley's Inc. (USA) (1)                                                                          400,000           5,932
Sky City Ltd. (New Zealand)                                                                       1,094,800           5,662


SPECIALTY RETAIL  -  4.51%
Michaels Stores, Inc. (USA)                                                                       2,650,000         108,014
CarMax, Inc. (USA) (1)                                                                            1,800,000          58,788
Big Lots, Inc. (USA) (1)                                                                          2,771,400          43,816
JJB Sports PLC (United Kingdom)                                                                   6,744,080          29,022
Sharper Image Corp. (USA) (1) (2)                                                                   950,000          21,907
Williams-Sonoma, Inc. (USA) (1)                                                                     750,000          20,235
Payless ShoeSource, Inc. (USA) (1)                                                                1,425,000          18,439
Culture Convenience Club Co., Ltd. (Japan)                                                        1,686,100          15,081
KOMERI Co., Ltd. (Japan)                                                                            567,100          14,078
DFS Furniture Co. PLC (United Kingdom)                                                            1,545,300          10,527
Nobia AB (Sweden)                                                                                 1,255,000          10,116
Miller's Retail Ltd. (Australia)                                                                  7,650,000           9,324
Chico's FAS, Inc. (USA) (1)                                                                         235,000           7,200
Lithia Motors, Inc., Class A (USA)                                                                  325,000           6,490
Restoration Hardware, Inc. (USA) (1)                                                                713,000           4,143
Carpetright PLC (United Kingdom)                                                                    307,213           4,017


ELECTRONIC EQUIPMENT & INSTRUMENTS  -  4.22%
Venture Corp. Ltd. (Singapore)                                                                    7,099,600          82,048
Kingboard Chemical Holdings Ltd. (Hong Kong)(2)                                                  34,662,000          36,702
Kingboard Chemical Holdings Ltd., warrants, expire 2003 (1) (2)                                   2,772,000             859
Renishaw PLC (United Kingdom)                                                                     3,630,308          33,597
National Instruments Corp. (USA)                                                                    825,000          33,206
Citizen Electronics Co., Ltd. (Japan)                                                               368,600          27,749
Orbotech Ltd. (Israel) (1)                                                                        1,316,500          26,909
Rogers Corp. (USA) (1) (2)                                                                          856,800          26,578
Vaisala Oyj, Class A (Finland)                                                                      876,095          21,426
Micronic Laser Systems AB (Sweden) (1) (2)                                                        2,638,952          18,888
Littelfuse, Inc. (USA) (1)                                                                          800,000          18,400
Hana Microelectronics PCL (Thailand)                                                              4,991,400          11,730
Hankuk Electric Glass Co., Ltd. (South Korea)                                                       119,810           7,932
TTM Technologies, Inc. (USA) (1)                                                                    450,000           6,426
Jahwa Electronics Co., Ltd. (South Korea)                                                           540,000           3,862


INTERNET SOFTWARE & SERVICES  -  3.80%
DoubleClick Inc. (USA) (1)                                                                        6,514,400          70,160
CNET Networks, Inc. (USA) (1)                                                                     7,000,000          49,560
Ask Jeeves, Inc. (USA) (1)                                                                        2,800,000          48,720
InfoSpace.com, Inc. (USA) (1) (2)                                                                 2,005,000          40,922
RealNetworks, Inc. (USA) (1)                                                                      4,000,000          26,200
Retek Inc. (USA) (1)                                                                              2,500,000          16,875
FindWhat.com (USA) (1)                                                                              900,000          15,552
EarthLink, Inc. (USA) (1)                                                                         1,577,300          12,981
Homestore, Inc. (USA) (1)                                                                         4,600,000          12,742
MatrixOne, Inc. (USA) (1) (2)                                                                     2,500,000          12,325
LookSmart, Ltd. (USA) (1)                                                                         3,000,000           9,420
Autobytel Inc. (USA) (1)                                                                            496,600           4,728
Orbiscom Ltd. (Ireland) (1)(3)(4)                                                                 3,905,874             453
Meet World Trade, Series C, convertible preferred (USA) (1)(3)(4)                                   389,416             362
Muse Prime Software, Inc., Series B, convertible preferred (USA) (1)(2)(3)(4)                     1,770,000             230
ProcurePoint Travel Solutions Inc., Series B, convertible preferred (USA) (1)(3)(4)                 514,933              50



BIOTECHNOLOGY  -  3.26%
Amylin Pharmaceuticals, Inc. (USA) (1)                                                            2,959,400          83,573
IDEXX Laboratories, Inc. (USA) (1)                                                                  869,700          36,954
Neurocrine Biosciences, Inc. (USA) (1)                                                              600,000          29,712
Q-Med AB (Sweden) (1) (2)                                                                         1,610,000          29,691
NPS Pharmaceuticals, Inc. (USA) (1)                                                                 905,900          25,229
ImClone Systems Inc. (USA) (1)                                                                      400,000          15,488
Transkaryotic Therapies, Inc. (USA) (1)                                                           1,208,300          12,627
QIAGEN NV (Netherlands) (1)                                                                       1,176,500          12,494
InterMune Inc. (USA) (1)                                                                            600,000          11,448
OSI Pharmaceuticals, Inc. (USA) (1)                                                                 287,000           9,319
Alkermes, Inc. (USA) (1)                                                                            500,000           6,860
Vical Inc. (USA) (1)                                                                                282,000           1,641
Control Delivery Systems Inc., Series A, convertible preferred (USA) (1)(3) (4)                      55,824             750


COMMERCIAL BANKS  -  2.91%
Pusan Bank (South Korea)(2)                                                                       9,520,500          45,446
Cathay Bancorp, Inc. (USA) (2)                                                                    1,015,000          44,914
Fulton Financial Corp. (USA)                                                                      1,540,350          30,930
Daegu Bank, Ltd. (South Korea)                                                                    6,606,100          27,995
ICICI Bank Ltd. (India)                                                                           5,584,503          24,973
Southwest Bancorporation of Texas, Inc. (USA)                                                       510,000          18,620
Citizens Banking Corp. (USA)                                                                        549,900          14,523
Republic Bancshares Inc. (USA)                                                                      506,400          14,463
Korea Exchange Bank (South Korea) (1)                                                             3,540,140          14,247
Southern Financial Bancorp, Inc. (USA)                                                              240,350           9,465


SOFTWARE  -  2.66%
Novell, Inc. (USA) (1)                                                                           13,658,130          72,798
Creo Inc., USD denominated (Canada) (1) (2)                                                       2,486,000          26,227
Creo Inc.(1) (2)                                                                                    430,000           4,503
Borland Software Corp. (USA) (1)                                                                  2,925,000          26,939
Documentum, Inc. (USA) (1)                                                                        1,000,000          21,310
Manhattan Associates, Inc. (USA) (1)                                                                800,000          20,712
Macromedia, Inc. (USA) (1)                                                                          800,000          19,792
Lawson Software, Inc. (USA) (1)                                                                   1,405,000           9,961
Mentor Graphics Corp. (USA) (1)                                                                     500,000           8,765
Fair Isaac Corp. (formerly Fair, Isaac and Company, Inc.) (USA)                                     100,000           5,896
Jack Henry & Associates, Inc. (USA)                                                                 320,000           5,565
Infoteria Corp. (Japan) (1)(2)(3)(4)                                                                  2,672           1,497
SuSE Linux AG (Germany) (1)(3)(4)                                                                    75,626             290
diCarta (USA) (1)(3)(4)                                                                             103,135             105
Monterey Design Systems Inc. (formerly Monterey Design Systems Inc.,                                100,000              90
    Series E, convertible preferred) (USA) (1)(3)(4)
MMC AS (Norway) (1)(3)(4)                                                                         4,150,000               6
Aspen Technology, Inc., warrants, expire 2007 (USA) (1)(3)(4)                                        84,060               -


HEALTH CARE PROVIDERS & SERVICES  -  2.64%
Rhon-Klinikum AG (Germany)                                                                          863,800          40,114
Rhon-Klinikum AG, nonvoting preferred                                                               561,300          24,560
American Healthways, Inc. (USA) (1) (2)                                                             850,000          35,691
Service Corp. International (USA) (1)                                                             7,000,000          31,990
Centene Corp. (USA) (1)                                                                             812,500          24,692
Odyssey HealthCare, Inc. (USA) (1)                                                                  751,875          22,421
Sonic Healthcare Ltd. (Australia)                                                                 2,615,800          11,951
Ramsay Health Care Ltd. (Australia)                                                               3,450,000          10,219
AMERIGROUP Corp. (USA) (1)                                                                          188,900           8,431
Triad Hospitals, Inc. (USA) (1)                                                                     250,000           7,570
LifePoint Hospitals, Inc. (USA) (1)                                                                 225,000           5,411


PHARMACEUTICALS  -  2.61%
Medicis Pharmaceutical Corp., Class A (USA)                                                       1,055,000          61,823
Recordati SpA (Italy)(2)                                                                          2,652,000          45,796
ICN Pharmaceuticals, Inc. (USA)                                                                   2,400,000          41,184
MGI PHARMA, Inc. (USA) (1)                                                                          600,000          23,556
Inspire Pharmaceuticals, Inc. (USA) (1)                                                           1,250,000          21,500
Penwest Pharmaceuticals Co. (USA) (1)                                                               500,000          10,750
Eon Labs, Inc (USA) (1)                                                                             275,000          10,546
NexMed, Inc. (USA) (1)                                                                            1,100,000           4,455
NexMed, Inc. (1) (3)                                                                                152,355             617
NexMed, Inc., warrants, expire 2004 (1)(3)(4)                                                        30,471              39
Generex Biotechnology Corp., warrants, expire 2005 (USA) (1)(3)(4)                                  164,467               -


OIL & GAS  -  2.49%
Western Oil Sands Inc., Class A (Canada) (1)                                                      1,320,000          26,431
Patina Oil & Gas Corp. (USA)                                                                        660,000          23,918
Quicksilver Resources Inc. (USA) (1)                                                                810,000          19,788
First Calgary Petroleums Ltd., GBP denominated (Canada) (1)                                       4,800,000          15,073
First Calgary Petroleums Ltd. (1)                                                                 1,376,000           4,347
Premcor Inc. (USA) (1)                                                                              778,112          18,029
Encore Acquisition Co. (USA) (1)                                                                    715,000          15,408
Canadian Oil Sands Trust (Canada)                                                                   514,720          14,964
Venture Production Company Ltd.  (United Kingdom) (1) (2)                                         6,500,000          14,256
OPTI Canada Inc., Class C (Canada) (1)(3)(4)                                                      1,099,000          12,429
Sibir Energy PLC (United Kingdom) (1)                                                            35,784,282           9,662
Tullow Oil PLC (Ireland) (1)                                                                      7,734,133           9,618
Tsakos Energy Navigation Ltd. (Norway)                                                              669,500           9,574
Australian Worldwide Exploration Ltd. (Australia) (1)                                            10,000,000           7,694
Penn West Petroleum Ltd. (Canada) (1)                                                               225,000           7,632
InterOil Corp. (Canada) (1)(3)                                                                       81,700           1,990


CHEMICALS  -  1.95%
Millennium Chemicals Inc. (USA)(2)                                                                3,995,000          38,152
Asian Paints (India) Ltd. (India)                                                                 4,789,500          31,797
Cambrex Corp. (USA)(2)                                                                            1,300,000          29,510
Georgia Gulf Corp. (USA)                                                                            800,000          18,680
Hyosung Corp. (South Korea)(2)                                                                    1,773,200          16,682
Ferro Corp. (USA)                                                                                   700,000          14,952
Valspar Corp. (USA)                                                                                 237,000          11,056
Crompton Corp. (USA)                                                                                671,200           3,900


HEALTH CARE EQUIPMENT & SUPPLIES  -  1.84%
ResMed Inc (USA) (1)                                                                                451,000          19,835
ResMed Inc, AUD denominated (1)                                                                     750,000           3,253
Cochlear Ltd. (Australia)                                                                         1,037,000          22,157
Kobayashi Pharmaceutical Co., Ltd. (Japan)                                                          538,200          12,541
Kobayashi Pharmaceutical Co., Ltd. (1) (4) (5)                                                      269,100           6,270
Wilson Greatbatch Technologies, Inc. (USA) (1)                                                      465,800          16,792
Tecan Group Ltd., Mannedorf (Switzerland)                                                           493,242          16,670
Nobel Biocare Holding AG (Switzerland)                                                              168,000          14,656
Coloplast A/S, Class B (Denmark)                                                                    137,000          11,499
Straumann Holding AG (Switzerland)                                                                   74,000           7,747
TriPath Imaging, Inc. (USA) (1)                                                                     886,242           7,710
Aspect Medical Systems, Inc. (USA) (1)                                                              562,000           5,772
Moulin International Holdings Ltd. (Hong Kong)                                                    6,000,000           3,525
Lumenis Ltd. (Israel) (1) (2)                                                                     2,270,000           3,042
MedSource Technologies, Inc. (USA) (1)                                                              400,000           1,996
Vision-Sciences, Inc. (USA) (1)                                                                     984,500           1,713


FOOD PRODUCTS  -  1.81%
Nestle India Ltd. (India)                                                                         3,874,650          49,689
IOI Corp. Bhd. (Malaysia)                                                                        20,000,000          32,368
Lindt & Sprungli AG, participation certificate (Switzerland)                                         19,166          13,929
Lindt & Sprungli AG                                                                                   1,694          12,915
Burns, Philp & Co. Ltd. (Australia) (1)                                                          39,624,066          18,886
Interstate Bakeries Corp. (USA)                                                                     800,000          12,000
DyDo Drinco (Japan)                                                                                 350,000           7,701
Binggrae Co., Ltd. (South Korea)                                                                    495,000           5,519


FOOD & STAPLES RETAILING  -  1.74%
Performance Food Group Co. (USA) (1) (2)                                                          2,935,000         119,484
Cawachi Ltd. (Japan)                                                                                219,000          16,212
Whole Foods Market, Inc. (USA) (1)                                                                  200,000          11,036


BUILDING PRODUCTS  -  1.69%
Uponor Oyj (Finland)                                                                              1,470,050          34,991
Geberit AG (Switzerland)                                                                             65,901          24,497
Noritz Corp. (Japan)                                                                              1,460,000          20,007
Royal Group Technologies Ltd. (Canada) (1)                                                        1,846,000          16,565
Masonite International Corp. (Canada) (1)                                                           635,000          15,018
Kumgang Korea Chemical Co., Ltd. (South Korea)                                                      145,000          12,252
York International Corp. (USA)                                                                      300,000          10,377
Ultraframe PLC (United Kingdom)                                                                   1,575,000           9,041


HOUSEHOLD DURABLES  -  1.67%
Yankee Candle Company, Inc. (USA) (1) (2)                                                         2,769,600          70,569
Ekornes ASA (Norway)(2)                                                                           1,725,598          27,693
Rational AG (Germany)                                                                               272,100          12,652
Palm Harbor Homes, Inc. (USA) (1)                                                                   663,906          11,373
Fisher & Paykel Appliances Holdings Ltd. (New Zealand)                                            1,043,000           8,958
Rinnai Corp. (Japan)                                                                                230,000           5,741
Compass East Industry (Thailand) PCL (Thailand)                                                   9,000,000           4,500


METALS & MINING  -  1.51%
CONSOL Energy Inc. (USA)                                                                          1,000,000          18,580
Wheaton River Minerals Ltd. (Canada) (1)(3)                                                       7,275,500          14,515
Wheaton River Minerals Ltd., warrants, expire 2007 (1)(3)                                         2,379,500           2,294
Wheaton River Minerals Ltd., warrants, expire 2008 (1)(3)                                           441,250             327
First Quantum Minerals Ltd. (Canada) (1)                                                          2,540,000          15,258
Yanzhou Coal Mining Co. Ltd., Class H (China)                                                    26,400,000          14,829
Gabriel Resources Ltd. (Canada) (1)                                                               6,160,000          14,710
Peter Hambro Mining PLC (United Kingdom) (1)                                                      1,726,011          10,611
Hindalco Industries Ltd. (India)                                                                    500,000          10,060
Northern Orion Resources Inc. (Canada) (1)(3)                                                     4,200,000           6,292
Northern Orion Resources Inc., warrants, expires 2008  (1)(3)                                     2,100,000           1,246
Haganas AB, Class B (Sweden)                                                                        260,000           5,449
Thistle Mining Inc. (Canada) (1)                                                                  6,264,309           2,602
Thistle Mining Inc., GBP denominated (1)                                                          4,525,000           1,880
Thistle Mining Inc., warrants, expire 2004 (1)(3)(4)                                                750,000              19
Bema Gold Corp. (Canada) (1)(3)                                                                   1,500,000           3,805
Kenmare Resources PLC (Ireland) (1)                                                               7,200,000           2,165
Kenmare Resources PLC (1)(3)                                                                      2,500,000             752
America Mineral Fields Inc. (Canada) (1)(3)                                                       2,625,000           2,394
Navan Mining PLC (United Kingdom) (1)(2)(4)                                                      13,800,000               0


TRANSPORTATION INFRASTRUCTURE  -  1.44%
Zhejiang Expressway Co. Ltd., Class H (China)                                                    75,000,000          42,371
SembCorp Logistics Ltd. (Singapore)                                                              39,605,200          38,447
Jiangsu Expressway Co. Ltd., Class H (China)                                                     79,250,000          34,027
Anhui Expressway Co. Ltd., Class H (China)                                                       24,000,000           7,051


COMMUNICATIONS EQUIPMENT  -  1.17%
Polycom, Inc. (USA) (1)                                                                           2,950,000          48,999
CIENA Corp. (USA) (1)                                                                             3,900,000          23,049
Ixia (USA) (1)                                                                                    1,305,000          14,119
Brocade Communications Systems, Inc. (USA) (1)                                                    1,470,000           7,673
Cambridge Silicon Radio, Series II, convertible preferred                                         1,512,607           5,037
  (United Kingdom) (1)(3)(4)


THRIFTS & MORTGAGE FINANCE  -  1.15%
Housing Development Finance Corp. Ltd. (India)                                                    2,212,480          24,128
Hudson River Bancorp, Inc. (USA)                                                                    718,100          23,073
Saxon Capital, Inc. (USA) (1)                                                                     1,200,000          20,568
Federal Agricultural Mortgage Corp., Class C (USA) (1)                                              630,000          17,010
IndyMac Bancorp, Inc. (USA)                                                                         550,000          12,743


REAL ESTATE  -  1.08%
Central Pattana Public Co., Ltd. (Thailand)                                                      16,413,400          19,696
Unibail Holding (France)                                                                            222,000          17,484
Corrections Corporation of America (USA) (1)                                                        700,000          17,269
FelCor Lodging Trust Inc. (USA)                                                                   1,300,000          13,468
Ascendas Real Estate Investment Trust (Singapore)                                                12,400,000           7,523
Golden Land Property Development PLC, non-voting                                                 20,000,000           6,800
  depositary receipt (Thailand) (1)
Gladstone Commercial Corp. (USA) (1) (2)                                                            428,000           6,313
Shanghai Real Estate Ltd. (Hong Kong)                                                            33,842,000           2,404

AIRLINES  -  1.04%
WestJet Airlines Ltd. (Canada) (1)                                                                2,866,000          51,649
AMR Corp. (USA) (1)                                                                               3,200,000          36,640


ENERGY EQUIPMENT & SERVICES  -  0.92%
Rowan Companies, Inc. (USA) (1)                                                                     770,600          18,941
China Oilfield Services Ltd., Class H (China)                                                    60,637,100          15,661
Enerflex Systems Ltd. (Canada)                                                                      895,000          11,118
FMC Technologies, Inc. (USA) (1)                                                                    350,000           7,497
Ramco Energy PLC (United Kingdom) (1)                                                             1,140,000           6,914
Newpark Resources, Inc. (USA) (1)                                                                 1,500,000           6,450
Hydril Co. (USA) (1)                                                                                317,500           6,433
Cie. Generale de Geophysique (France) (1)                                                           215,000           4,879


CONSTRUCTION & ENGINEERING  -  0.87%
Daelim Industrial Co., Ltd. (South Korea)                                                         1,536,640          32,393
Hyundai Development Co. (South Korea)                                                             2,600,000          22,422
LG Engineering & Construction Co., Ltd. (South Korea)                                             1,100,000          18,685


CONSTRUCTION MATERIALS  -  0.86%
Associated Cement Companies Ltd. (India)                                                          8,250,000          36,695
Hanil Cement Co., Ltd. (South Korea) (2)                                                            447,000          18,924
Anhui Conch Cement Co. Ltd., Class H (China)                                                     23,000,000          17,078


COMPUTERS & PERIPHERALS  -  0.83%
Hutchinson Technology Inc. (USA) (1) (2)                                                          1,300,000          43,030
High Tech Computer Corp. (Taiwan)                                                                 3,804,960          13,831
Anoto Group AB (Sweden) (1) (2)                                                                   6,623,244           7,602
Opticom ASA (Norway) (1)                                                                            553,600           5,661


INSURANCE  -  0.72%
China Insurance International Holdings Co. Ltd. (Hong Kong)                                      36,408,000          21,861
LG Insurance Co., Ltd. (South Korea)(2)                                                           3,000,000          12,413
Hilb, Rogal and Hamilton Co. (USA)                                                                  355,000          11,019
Euler Hermes SA (France)                                                                            220,051           8,447
First American Corp. (USA)                                                                          300,000           7,470


INTERNET & CATALOG RETAIL  -  0.70%
drugstore.com, inc. (USA) (1)                                                                     2,830,700          21,655
Internet Auction Co. Ltd. (South Korea) (1)                                                         400,000          17,247
1-800-FLOWERS.COM, Inc., Class A (USA) (1)                                                        1,300,000           9,776
Alloy, Inc. (USA) (1)                                                                             1,304,000           7,302
RedEnvelope, Inc. (formerly RedEnvelope, Inc., Series E and F,                                      257,665           3,067
  convertible preferred)(USA)(1)(3)(4)



BEVERAGES  -  0.67%
Anadolu Efes Biracilik ve Malt Sanayii AS (Turkey)                                            2,160,000,000          25,719
Cott Corp. (Canada) (1)                                                                           1,080,000          25,246
Robert Mondavi Corp., Class A (USA) (1)                                                             193,200           5,985


WIRELESS TELECOMMUNICATION SERVICES  -  0.61%
GLOBE TELECOM, Inc. (Philippines)                                                                 1,127,500          14,294
Tele Celular Sul Participacoes SA, preferred nominative (ADR) (Brazil)                            1,132,400          10,633
Tele Celular Sul Participacoes SA, ordinary nominative                                        2,247,692,036           1,675
Nextel Partners, Inc., Class A (USA) (1)                                                          1,400,000          10,990
Tele Nordeste Celular Participacoes SA, preferred nominative (ADR) (Brazil)                         401,700           8,114
Mobistar NV (Belgium) (1)                                                                           102,500           5,165
Total Access Communication PCL (Thailand) (1)                                                       667,700           1,008


IT SERVICES  -  0.60%
Baycorp Advantage Ltd. (Australia)(1)(2)                                                         13,892,100          21,567
Teleca AB, Class B (Sweden)                                                                       2,893,241          16,939
iPayment, Inc. (USA) (1)                                                                            300,000           6,828
Titan Corp. (USA) (1)                                                                               273,400           5,698


MACHINERY  -  0.58%
Cummins Inc. (USA)                                                                                  400,000          17,772
Kaulin Manufacturing Co. Ltd. (Taiwan)                                                            4,915,000           7,876
Seco Tools AB, Class B (Sweden)                                                                     225,000           7,472
ZENON Environmental Inc. (Canada) (1)                                                               575,000           6,652
Spirax-Sarco Engineering PLC (United Kingdom)                                                       500,000           4,520
Munters AB (Sweden)                                                                                 130,000           2,817
LTG Technologies PLC (United Kingdom) (1) (2)                                                    17,785,714           2,308



TEXTILES, APPAREL & LUXURY GOODS  -  0.57%
Phillips-Van Heusen Corp. (USA)                                                                   1,300,000          19,513
Columbia Sportswear Co. (USA) (1)                                                                   250,000          13,188
Cheil Industries Inc. (South Korea)                                                                 750,000           8,395
Nien Hsing Textile Co., Ltd. (Taiwan)                                                             7,000,000           7,104


DIVERSIFIED FINANCIAL SERVICES  -  0.50%
GATX Corp. (USA)                                                                                    950,000          20,093
Hong Kong Exchanges and Clearing Ltd. (Hong Kong)                                                 5,554,000          11,834
TSX Group Inc. (Canada)                                                                             437,200          10,538



TRADING COMPANIES & DISTRIBUTORS  -  0.47%
MSC Industrial Direct Co., Inc., Class A (USA)                                                      992,500          20,694
Hughes Supply, Inc. (USA)                                                                           575,000          18,659


CONTAINERS & PACKAGING  -  0.39%
Owens-Illinois, Inc. (USA) (1)                                                                    1,650,000          18,843
Hung Hing Printing Group Ltd. (Hong Kong)                                                        17,199,000          14,214


GAS UTILITIES  -  0.35%
Xinao Gas Holdings Ltd. (Hong Kong) (1) (2)                                                      37,300,000          17,581
International Energy Group Ltd. (United Kingdom)(2)                                               4,640,000          11,950


ELECTRICAL EQUIPMENT  -  0.35%
BYD Co. Ltd., Class H (China)                                                                     4,000,000           9,917
Bharat Heavy Electricals Ltd. (India)                                                               852,700           7,523
Korea Electric Terminal Co., Ltd. (South Korea)                                                     350,000           6,052
Gamesa Corporacion Technologica, SA  (Spain) (1)                                                    143,000           3,417
Moatech Co., Ltd. (South Korea)                                                                     266,000           2,526


AUTO COMPONENTS  -  0.33%
Cheng Shin Rubber (Xiamen) Ind., Ltd. (Taiwan)                                                   18,750,000          24,091
Nokian Renkaat Oyj (Finland)                                                                         60,000           3,661


PAPER & FOREST PRODUCTS  -  0.28%
M-real Oyj, Class B (Finland)                                                                     2,610,000          23,815


ROAD & RAIL  -  0.27%
Container Corp. of India Ltd. (India)                                                             2,033,457          22,536


OTHER  -  1.73%
WD-40 Co. (USA)                                                                                     640,900          20,310
MEDION AG (Germany)                                                                                 476,600          18,713
American Capital Strategies, Ltd. (USA)                                                             600,000          14,916
Grasim Industries Ltd. (India)                                                                      951,284          13,860
Cleco Corp. (USA)                                                                                   700,000          11,438
Warehouse Group Ltd. (New Zealand)                                                                3,150,000          10,335
Perusahaan Perseroan (Persero) PT Indonesian Satellite                                              850,000           9,605
   Corp. Tbk (ADR) (Indonesia)
Wilh. Wilhelmsen ASA, Class A (Norway)                                                              399,800           8,403
Zebra Technologies Corp., Class A (USA)(1)                                                          135,000           6,962
JCG Holdings Ltd. (Hong Kong)                                                                     7,990,000           5,726
Engineered Support Systems, Inc. (USA)                                                               91,700           5,548
TECMO, Ltd. (Japan)                                                                                 450,000           4,440
China Shipping Development Co. Ltd., Class H (China)                                              8,142,000           3,995
Wan Hai Lines Ltd. (Taiwan)                                                                       4,247,600           3,832
Maruti Udyog Ltd. (India) (1)                                                                       750,000           3,814
Hero Honda Motors Ltd. (India)                                                                      500,000           3,375
Cogent Communications, Inc., Series C, convertible preferred (USA) (1)(3)(4)                      4,973,129             486
Cogent Communications, Inc., Series B, convertible preferred  (1)(3)(4)                           1,098,901             139
Multiplex, Inc., Series C, convertible preferred (USA) (1)(3)(4)                                  1,358,696             223


Miscellaneous  -  4.99%
Other equity securities in initial period of acquisition                                                            422,029

Total equity securities (cost: $6,604,536,000)                                                                    7,777,879


                                                                                                   Principal        Market
                                                                                                     amount          value
Short-term securities                                                                                 (000)          (000)

Corporate short-term notes  -  6.78%
Spintab AB (Swedmortgage) 1.06%-1.07% due 11/21-12/11/2003                                          $50,100         $50,002
BMW U.S. Capital Corp. 1.04% due 10/21/2003                                                          50,000          49,970
Toyota Motor Credit Corp. 1.05% due 10/10-11/6/2003 (3)                                              50,000          49,967
Shell Finance (U.K.) 1.04% PLC due 11/7/2003                                                         29,600          29,567
Shell Finance (U.K.) 1.01% PLC due 10/1/2003 (3)                                                     20,400          20,399
American Honda Finance Corp. 1.03%-1.04% due 10/22-10/28/2003                                        50,000          49,963
Aventis S.A. 1.05%-1.07% due 10/20-12/5/2003 (3)                                                     50,000          49,924
Rabobank Nederland NV 1.05% due 12/16/2003                                                           50,000          49,887
Nestle Capital Corp 1.04% due 10/15/2003 (3)                                                         28,600          28,587
Electricite de France 1.03% due 10/7/2003                                                            25,000          24,995
Rio Tinto PLC 1.05%-1.06% due 10/7-10/8/2003 (3)                                                     25,000          24,994
Dexia Delaware 1.04% LLC due 10/22/2003                                                              25,000          24,984
Gaz de France 1.04% due 11/4/2003                                                                    25,000          24,975
Bank of Ireland 1.07% due 11/5/2003 (3)                                                              25,000          24,973
Credit Lyonnais N.A. Inc. 1.04% due 10/16/2003                                                       24,700          24,689
ANZ (Delaware) Inc. 1.01% due 10/6/2003                                                              22,600          22,596
Stadshypotek Delaware Inc. 1.08% due 10/14/2003 (3)                                                  22,500          22,491


Certificates of deposit  -  0.89%
Royal Bank of Scotland PLC 1.07%-1.08% due 11/5-12/17/2003                                           50,000          50,000
Svenska Handelsbanken Inc. 1.07% due 11/26/2003                                                      25,000          25,000


U.S. Treasuries  -  0.49%
U.S. Treasury Bills 0.85%-0.935% due 10/9-11/20/2003                                                 41,250          41,210



Total short-term securities (cost: $689,177,000)                                                                    689,173

Total investment securities (cost: $7,293,713,000)                                                                8,467,052

New Taiwanese Dollar (cost: $4,244,000)                                                          NT$141,073           4,186

Other assets less liabilities                                                                                       (18,273)

Net assets                                                                                                       $8,452,965




(1)  Security did not produce income during the last 12 months.
(2)  Represents an affiliated  company as defined under the  Investment  Company
     Act of 1940.
(3)  Purchased  in a private  placement  transaction;  resale  may be limited to
     qualified   institutional   buyers;   resale  to  the  public  may  require
     registration.
(4)  Valued  under fair value  procedures  adopted by  authority of the Board of
     Directors.
(5)  This security has been authorized but has not yet been issued.

ADR = American Depositary Receipts
PDR = Philippine Depositary Receipts

The  descriptions of the companies  shown in the portfolio,  which were obtained
from  published  reports  and  other  sources  believed  to  be  reliable,   are
supplemental and are not covered by the Independent Auditors' Report.

See Notes to Financial Statements


EQUITY SECURITIES APPEARING IN THE PORTFOLIO SINCE MARCH 31, 2003

Alkermes
American Mineral Fields
AMR
ASE Test
Ask Jeeves
Australian Worldwide Exploration
Autobytel
Axcelis Technologies
Bema Gold
Bharat Heavy Electricals
Binggrae
Borland Software
Brinks
Brocade Communications Systems
Brooks Automation
California Pizza Kitchen
Carpetright
Catalina Marketing
Cathay Bancorp
Cheng Shin Rubber (Xiamen) Ind.
China Insurance International Holdings
China Oilfield Services
China Shipping Development
Cie. Generale de Geophysique
Cleco
CNET Networks
Cochlear
Compass East Industry (Thailand)
CONSOL Energy
Container Corp. of India
Corrections Corporation of America
Documentum
Downer EDI
drugstore.com
EMI Group
Engineered Support Systems
Fairchild Semiconductor International
FelCor Lodging Trust
FindWhat.com
First Calgary Petroleums
GATX
Gladstone Commercial
Golden Land Property Development
Grasim Industries
Greene King
GWR Group
Hanil Cement
Hero Honda Motors
Hindalco Industries
Hughes Supply
ICN Pharmaceuticals
IHOP
IndyMac Bancorp
InfoSpace.com
InterOil
Interstate Bakeries
iPayment
Jack Henry & Associates
Jahwa Electronics
Kaulin Manufacturing
Kelly Services
Kenmare Resources
Korea Electric Terminal
Lawson Software
LG Insurance
LookSmart
Manhattan Associates
Maruti Udyog
Masonite International
MatrixOne
MGI PHARMA
Millennium Chemicals
Moatech
Moulin International Holdings
Nextel Partners
Nien Hsing Textile
Nokian Renkaat
Northern Orion Resources
O'Charley's
OPTI Canada
Owens-Illinois
Patina Oil & Gas
Penwest Pharmaceuticals
Portfolio Recovery Associates
QIAGEN
Quicksilver Resources
RealNetworks
Retek
Royal Group Technologies
Seco Tools
Sonic Healthcare
Southwest Bancorporation of Texas
Stanley Leisure
Straumann Holding
Tecan Group
Total Access Communication
TSX Group
TTM Technologies
United Rentals
Valassis Communications
Varian Semiconductor Equipment Associates
Wan Hai Lines
Warehouse Group
Wilh. Wilhelmsen
Zee Telefilms


EQUITY SECURITIES ELIMINATED FROM THE PORTFOLIO SINCE MARCH 31, 2003

Accton Technology
AFC Enterprises
Ameristar Casinos
Arthur J. Gallagher
Ashtead Group
Avigen
Bally Total Fitness Holding
Barnes & Noble
Bonavista Petroleum
Business Objects
Cadence Design Systems
Cadiz
Cairn Energy
Caliper Technologies
Career Education
Centerpulse
Cheil Communications
CIMA LABS
Claire's Stores
Continental Airlines
Cooper Companies
dELiA*s
Digitas
E-LOAN
Emmis Communications
Everlight Chemical Industrial
Fairmont Hotels & Resorts
Fidelity National Information Solutions
Fitness First
Genetronics Biomedical
Gray Television
Groupe
Gunnebo
Highpoint Telecommunications
ICON
Incisive Media
Integrated Production and Test Engineering
International Game Technology
Ivanhoe Energy
J.D. Edwards
Korea Gas
KOSE
Kyowa Exeo
Leefung-Asco Printers Holdings
LendingTree
Mandarin Oriental International
Melexis
Mercury Computer Systems
Microlife
M.I.M. Holdings
Neptune Orient Lines
NetRatings
Neurobiological Technologies
New Focus
Newhall Land and Farming
99 Cents Only Stores
Novus Petroleum
Oil Search
OM Group
OPNET Technologies
Overstock.com
Overture Services
Pacific Northwest Bancorp
Paladin Resources
Philadelphia Consolidated Holding
Pogo Producing
PT Indofood Sukses Makmur
Radio One
Reinsurance Group of America
Robert Walters
Scios
Sealed Air
SGL Carbon
Sindo Ricoh
Sixt
Software
Solutia
Sumitomo Forestry
SwitchCore
TECHNE
Test-Rite International
Texwinca Holdings
Transgenomic
Ubizen
UMB Financial
Urologix
Vail Resorts
Verisity
Village Roadshow
Western Gas Resources
Westwood One
YM BioSciences
Zenith National Insurance



FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES at September 30, 2003

                     (dollars and shares in thousands, except per-share amounts)
ASSETS:
 Investment securities at market:
   Unaffiliated issuers (cost: $5,862,992)         $6,936,719
   Affiliated issuers (cost: $1,430,721)            1,530,333       $8,467,052
 Cash denominated in non-U.S. currencies
   (cost: $4,244)                                                        4,186
 Cash                                                                    1,828
 Receivables for:
   Sales of investments                                44,211
   Sales of fund's shares                              15,555
   Dividends and interest                               7,617           67,383
                                                                     8,540,449
LIABILITIES:
 Payables for:
   Purchases of investments                            64,433
   Repurchases of fund's shares                        10,797
  Investment advisory services                          4,735
   Services provided by affiliates                      2,800
   Deferred Directors' compensation                       643
   Other fees and expenses                              4,076           87,484
NET ASSETS AT SEPTEMBER 30, 2003                                    $8,452,965

NET ASSETS CONSIST OF:
 Capital paid in on shares of capital stock                         $9,720,727
 Accumulated net investment loss                                       (20,150)
 Accumulated net realized loss                                      (2,417,417)
 Net unrealized appreciation                                         1,169,805
NET ASSETS AT SEPTEMBER 30, 2003                                    $8,452,965

TOTAL AUTHORIZED CAPITAL STOCK - 800,000 SHARES,$0.01 PAR VALUE

                                                  Shares          Net asset
                              Net assets        outstanding    value per share

Class A                       $7,832,765           337,370        $23.22
Class B                          201,222             8,905        22.60
Class C                          124,337             5,517        22.54
Class F                           56,950             2,459        23.16
Class 529-A                       42,457             1,827        23.24
Class 529-B                       10,214               446        22.88
Class 529-C                       19,479               851        22.89
Class 529-E                        2,636               114        23.09
Class 529-F                        2,852               123        23.20
Class R-1                          2,026                88        23.00
Class R-2                         45,889             1,995        23.00
Class R-3                         30,407             1,315        23.12
Class R-4                         10,018               431        23.22
Class R-5                         71,713             3,074        23.33

(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  $24.64 and
     $24.66, respectively.


See Notes to Financial Statements

STATEMENT OF OPERATIONS for the year ended September 30, 2003
                                                         (dollars in thousands)
INVESTMENT INCOME:
 Income:
   Interest                                            $9,415
   Dividends (net of non-U.S. withholding
            tax of $6,438; also includes
            $11,736 from affiliates)                   68,468          $77,883

 Fees and expenses:
   Investment advisory services                        47,110
   Distribution services                               19,309
   Transfer agent services                             12,655
   Administrative services                                754
   Reports to shareholders                                571
   Registration statement and prospectus                  269
   Postage, stationery and supplies                     1,458
   Directors' compensation                                293
   Auditing and legal                                     250
   Custodian                                            1,550
   State and local taxes                                  182
   Other                                                  124
   Total expenses before reimbursement                 84,525
   Reimbursement of expenses                              165           84,360
 Net investment loss                                                    (6,477)

NET REALIZED LOSS AND UNREALIZED
 APPRECIATION ON INVESTMENTS
 AND NON-U.S. CURRENCY:
 Net realized loss on:
   Investments (including $232,441                   (246,930)
net loss from affiliates)
   Non-U.S. currency transactions                        (456)        (247,386)
 Net unrealized appreciation (depreciation) on:
   Investments                                      2,282,537
   Non-U.S. currency translations                      (3,455)       2,279,082
   Net realized loss and
    unrealized appreciation
    on investments and non-U.S. currency                             2,031,696
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS                                                    $2,025,219




STATEMENT OF CHANGES IN NET ASSETS                       (dollars in thousands)

                                                         Year ended September 30
                                                             2003        2002
OPERATIONS:
 Net investment loss                                      $ (6,477)   $ (27,698)
 Net realized loss on investments and
   non-U.S. currency transactions                         (247,386)  (1,019,399)
 Net unrealized appreciation
   on investments and non-U.S. currency translations     2,279,082      682,878
   Net increase (decrease) in net assets
   resulting from operations                             2,025,219     (364,219)

DIVIDENDS PAID TO SHAREHOLDERS                                   -      (14,969)
FROM NET INVESTMENT INCOME

CAPITAL SHARE TRANSACTIONS                                (136,746)    (431,741)

TOTAL INCREASE (DECREASE) IN NET ASSETS                  1,888,473     (810,929)

NET ASSETS:
 Beginning of year                                       6,564,492    7,375,421
 End of year (including accumulated
   net investment loss: $20,150 and $51,687,
   respectively)                                        $8,452,965   $6,564,492

See Notes to Financial Statements


Notes to financial statements


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization  - SMALLCAP World Fund,  Inc. (the "fund") is registered  under the
Investment Company Act of 1940 as an open-end, diversified management investment
company.  The fund seeks  long-term  growth of capital  through  investments  in
smaller companies in the U.S. and around the world.

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:


                                                                        

- -------------------------------------------------------------------------------------------------------
                                                Contingent deferred
Share class             Initial sales            sales charge upon
                           charge                    redemption                  Conversion feature
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Classes A and 529-A      Up to 5.75%           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
                                               of 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, R-3,   None                   None                              None
    R-4 and R-5
- ---------------------------------------------------------------------------------------------------------


Holders of all share classes have equal pro rata rights to assets, dividends and
liquidation.  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.  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 Directors.

     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 and  distributions
     paid to shareholders are recorded on the ex-dividend date.

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

     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.
Gains  realized by the fund on the sale of securities  in certain  countries are
subject to non-U.S.  taxes.  The fund  records a liability  based on  unrealized
gains to provide for  potential  non-U.S.  taxes  payable upon the sale of these
securities.  For the year  ended  September  30,  2003,  non-U.S.  taxes paid on
realized gains were $17,000. As of September 30, 2003,  non-U.S.  taxes provided
on unrealized gains were $3,828,000.

3. FEDERAL INCOME TAXATION AND DISTRIBUTIONS

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

DISTRIBUTIONS - Distributions  paid to shareholders  are based on net investment
income and net realized gains  determined on a tax basis,  which may differ from
net investment income and net realized gains for financial  reporting  purposes.
These  differences  are due  primarily to differing  treatment for items such as
non-U.S. currency gains and losses; short-term capital gains and losses; capital
losses  related to sales of  securities  within 30 days of purchase;  unrealized
appreciation of certain investments in non-U.S.  securities;  deferred expenses;
cost of investments  sold; net capital  losses;  and net operating  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 and cash denominated in
non-U.S. currencies for federal income tax purposes was $7,328,776,000.

During the year ended September 30, 2003, the fund reclassified $15,000,000 from
additional   paid-in  capital  and  $23,014,000   from  net  realized  gains  to
undistributed  net  investment  income  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                $10,941
Loss deferrals related to non-U.S. currency that were
 realized during the period November 1, 2002 through
 September 30, 2003                                                      (109)
Short-term and long-term capital loss deferrals                    (2,416,937)
Gross unrealized appreciation on investment securities              1,815,625
Gross unrealized depreciation on investment securities               (673,163)

Short-term  and long-term  capital loss  deferrals  above  include  capital loss
carryforwards  of $53,865,000,  $1,186,404,000  and  $1,122,269,000  expiring in
2009, 2010 and 2011,  respectively.  The capital loss carryforwards will be used
to offset any capital  gains  realized by the fund in future  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
$54,399,000  that were  realized  during the  period  November  1, 2002  through
September 30, 2003.

No distributions  were paid to shareholders  during the year ended September 30,
2003. For the year ended September 30, 2002  distributions  paid to shareholders
from net  investment  income and currency  gains were  $14,919,000  for Class A,
$6,000 for Class C and $44,000 for Class F, totaling $14,969,000 as shown in the
accompanying financial statements.

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 0.800% on the first $1 billion
of daily net assets  and  decreasing  to 0.595% on such  assets in excess of $27
billion. For the year ended September 30, 2003, the investment advisory services
fee was  $47,110,000,  which was  equivalent to an annualized  rate of 0.677% of
average daily net assets.

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

     DISTRIBUTION  SERVICES - The fund has adopted plans of distribution for all
     share classes,  except Class R-5.  Under the plans,  the Board of Directors
     approves certain categories of expenses that are used to finance activities
     primarily  intended  to sell fund  shares.  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 Directors  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  Directors  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. 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         $16,513          $12,328        Not applicable     Not applicable       Not applicable
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
    Class B          1,457             327          Not applicable     Not applicable       Not applicable
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
    Class C            799          Included             $120                $63            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
    Class F             88          Included               53                 18            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Class 529-A           21          Included               39                  9                 $26
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Class 529-B           60          Included                9                  6                   6
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Class 529-C          118          Included               18                  9                  12
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Class 529-E            8          Included                2                  1                   1
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
  Class 529-F            3          Included                2                  -*                  2
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
   Class R-1             8          Included                1                  4            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
   Class R-2           149          Included               30                192            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
   Class R-3            70          Included               21                 40            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
   Class R-4            15          Included                9                  2            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
   Class R-5     Not applicable     Included               57                  2            Not applicable
                                       in
                                 administrative
                                    services
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
     Total         $19,309          $12,655              $361               $346                 $47
- ----------------==============================================================================================
 * Amount less than one thousand.


DEFERRED   DIRECTORS'   COMPENSATION  -  Since  the  adoption  of  the  deferred
compensation plan in 1993, Directors who are unaffiliated with CRMC may elect to
defer the cash  payment  of part or all of their  compensation.  These  deferred
amounts,  which remain as liabilities of the fund, are treated as if invested in
shares of the fund or other American  Funds.  These amounts  represent  general,
unsecured liabilities of the fund and vary according to the total returns of the
selected funds. Directors' compensation in the accompanying financial statements
includes  $186,000 in current fees  (either paid in cash or deferred)  and a net
increase of $107,000 in the value of the deferred amounts.

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

5.  CAPITAL SHARE TRANSACTIONS

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

YEAR ENDED SEPTEMBER 30, 2003

                                    SALES(2)        REINVESTMENTS OF DIVIDENDS
SHARE CLASS(1)                 AMOUNT     SHARES       AMOUNT   SHARES

Class A                    $ 1,130,418    58,444          -       -
Class B                         62,773     3,257          -       -
Class C                         86,227     4,503          -       -
Class F                         48,187     2,475          -       -
Class 529-A                     19,948     1,027          -       -
Class 529-B                      5,233       272          -       -
Class 529-C                      9,480       494          -       -
Class 529-E                      1,507        79          -       -
Class 529-F                      2,385       124          -       -
Class R-1                        1,936        98          -       -
Class R-2                       43,636     2,264          -       -
Class R-3                       30,982     1,612          -       -
Class R-4                       11,864       641          -       -
Class R-5                       11,090       544          -       -
Total net increase
   (decrease)              $ 1,465,666    75,834          -       -


                           REPURCHASES(2)         NET (DECREASE) INCREASE
SHARE CLASS(1)         AMOUNT           SHARES     AMOUNT         SHARES

Class A                $(1,479,092)    (79,492)   $ (348,674)    (21,048)
Class B                    (23,085)     (1,233)       39,688       2,024
Class C                    (42,533)     (2,269)       43,694       2,234
Class F                    (26,459)     (1,397)       21,728       1,078
Class 529-A                 (1,191)        (64)       18,757         963
Class 529-B                   (178)        (10)        5,055         262
Class 529-C                   (419)        (22)        9,061         472
Class 529-E                    (75)         (3)        1,432          76
Class 529-F                    (27)         (1)        2,358         123
Class R-1                     (211)        (11)        1,725          87
Class R-2                   (7,789)       (404)       35,847       1,860
Class R-3                   (8,304)       (433)       22,678       1,179
Class R-4                   (3,997)       (211)        7,867         430
Class R-5                   (9,052)       (467)        2,038          77
Total net increase
   (decrease)          $(1,602,412)    (86,017)   $ (136,746)    (10,183)


YEAR ENDED SEPTEMBER 30, 2002
                                    SALES(2)        REINVESTMENTS OF DIVIDENDS
SHARE CLASS(1)                 AMOUNT     SHARES        AMOUNT  SHARES

Class A                    $ 1,421,738    66,536    $ 14,140     631
Class B                         67,429     3,183           -       -
Class C                         83,268     4,003           6     - *
Class F                         46,726     2,199          38       2
Class 529-A                     18,779       875           -       -
Class 529-B                      3,915       185           -       -
Class 529-C                      8,196       384           -       -
Class 529-E                        798        38           -       -
Class 529-F                          1       - *           -       -
Class R-1                           21         1           -       -
Class R-2                        2,903       157           -       -
Class R-3                        2,790       154           -       -
Class R-4                           14         1           -       -
Class R-5                       70,305     3,177           -       -
Total net increase
   (decrease)              $ 1,726,883    80,893    $ 14,184     633


                           REPURCHASES(2)         NET (DECREASE) INCREASE
SHARE CLASS(1)         AMOUNT           SHARES     AMOUNT         SHARES

Class A                $(2,088,680)    (98,892)   $ (652,802)    (31,725)
Class B                    (20,798)     (1,007)       46,631       2,176
Class C                    (32,956)     (1,644)       50,318       2,359
Class F                    (25,762)     (1,219)       21,002         982
Class 529-A                   (214)        (11)       18,565         864
Class 529-B                    (16)         (1)        3,899         184
Class 529-C                    (94)         (5)        8,102         379
Class 529-E                    - *         - *           798          38
Class 529-F                      -           -             1         - *
Class R-1                      - *         - *            21           1
Class R-2                     (390)        (22)        2,513         135
Class R-3                     (328)        (18)        2,462         136
Class R-4                        -           -            14           1
Class R-5                   (3,570)       (180)       66,735       2,997
Total net increase
   (decrease)          $(2,172,808)   (102,999)   $ (431,741)    (21,473)

* 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.  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 $286,529,000,  which represented 3.39% of the
net assets of the fund.

7. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities, of $3,135,162,000 and $3,437,624,000  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 $1,550,000  included $9,000
that was offset by this reduction, rather than paid in cash.

8.  TRANSACTIONS WITH AFFILIATES

If the fund's  holdings  of an issuer  represent  5% or more of the  outstanding
voting  securities of the issuer,  that issuer is considered to be an affiliated
issuer,  as defined under the  Investment  Company Act of 1940. A summary of the
fund's  transactions  in the  securities of affiliated  issuers  during the year
ended September 30, 2003 is as follows:


                                                                                      
                                                                                                           Market
                                                                                                          Value of
                                                                                              Dividend   Affiliates
                                       Beginning                                    Ending     Income    at 9/30/03
Company                                 Shares     Purchases         Sales          Shares      (000)      (000)

Aldata Solution(1)                    4,237,300            -       4,237,300              -       $ -          $ -
Alphameric(1)                         6,625,000            -       6,625,000              -         -            -
alphyra group(1)                      1,848,200            -       1,848,200              -         -            -
American Healthways                     900,000       90,000         140,000        850,000         -       35,691
Anoto Group                           9,934,866    1,655,811       4,967,433      6,623,244         -        7,602
ASM International                     2,746,800      372,300               -      3,119,100         -       46,007
Aspect Medical Systems(1)             1,137,000            -         575,000        562,000         -            -
Baycorp Advantage                    13,892,100            -               -     13,892,100         -       21,567
BKN International(1)                    500,000            -         255,800        244,200         -            -
Cadiz(1)                              2,300,000            -       2,300,000              -         -            -
Cafe de Coral Holdings               28,192,000            -               -     28,192,000       882       25,847
Cambrex                               1,300,000            -               -      1,300,000       156       29,510
Cathay Bancorp                                -    1,015,000               -      1,015,000       190       44,914
Centene(1)                              650,000      362,500         200,000        812,500         -            -
Cheil Communications(1)                 298,000            -         298,000              -       416            -
Clear Media                          24,950,000    7,629,000               -     32,579,000         -       18,826
Creo                                  1,000,000    1,916,000               -      2,916,000         -       30,730
Cymer                                   400,000    1,700,000         100,000      2,000,000         -       82,400
Daelim Industrial(1)                  2,425,000      256,640       1,145,000      1,536,640     1,058            -
dELiA*s(1)                            2,750,000            -       2,750,000              -         -            -
Downer EDI                                    -   51,045,208               -     51,045,208       718       30,238
EarthLink(1)                          7,531,700    1,000,000       6,954,400      1,577,300         -            -
Education Management(1)               1,825,000       75,000         400,000      1,500,000         -            -
Ekornes                               2,230,000            -         504,402      1,725,598     1,283       27,693
E-LOAN(1)                                     -    3,160,850       3,160,850              -         -            -
Extended Stay America                 6,190,000            -               -      6,190,000         -       92,417
First Quantum Minerals(1)             2,540,000            -               -      2,540,000         -            -
Fitness First(1)                      6,662,500      850,000       7,512,500              -         -            -
Gabriel Resources(1)                  6,160,000            -               -      6,160,000         -            -
Gladstone Commercial                          -      428,000               -        428,000         -        6,313
Hana Microelectronics(1)              8,649,400            -       3,658,000      4,991,400       758            -
Hanil Cement                                  -      447,000               -        447,000         -       18,924
Hilb, Rogal and Hamilton(1)           1,780,000      150,000       1,575,000        355,000       497            -
HiQ International(1)                  2,415,500            -       2,415,500              -         -            -
Hutchinson Technology                         -    1,300,000               -      1,300,000         -       43,030
Hyosung                               1,720,000      368,200         315,000      1,773,200       119       16,682
Imagistics International(1)           1,001,100            -         305,000        696,100         -            -
Informatics Holdings                 16,065,000            -               -     16,065,000       107        7,148
InfoSpace.com                                 -    2,005,000               -      2,005,000         -       40,922
Infoteria                                 2,672            -               -          2,672         -        1,497
Integrated Defense Technologies(1)      996,300            -         996,300              -         -            -
International Energy Group            4,640,000            -               -      4,640,000       396       11,950
Internet Auction(1)                     677,443            -         277,443        400,000         -            -
J D Wetherspoon                      11,385,616    1,024,763       1,765,655     10,644,724       211       40,754
KEC                                     391,040      132,500               -        523,540       521       16,919
Kingboard Chemical Holdings          35,042,000    2,392,000               -     37,434,000       414       37,561
LG Insurance                                  -    3,000,000               -      3,000,000         -       12,413
Lions Gate Entertainment              2,803,500    1,000,000               -      3,803,500         -       11,317
LTG Technologies                     17,785,714            -               -     17,785,714         -        2,308
Lumenis                               2,270,000            -               -      2,270,000         -        3,042
Mandarin Oriental International(1)   53,000,000            -      53,000,000              -         -            -
MatrixOne                             1,500,000    2,500,000       1,500,000      2,500,000         -       12,325
Mercury Computer Systems(1)           1,435,700            -       1,435,700              -         -            -
Micrel                                1,750,000    3,017,112               -      4,767,112         -       58,111
Micronic Laser Systems                1,319,476    1,319,476               -      2,638,952         -       18,888
Millennium Chemicals                          -    3,995,000               -      3,995,000       148       38,152
Muse Prime Software                   1,770,000            -               -      1,770,000         -          230
Navan Mining                         13,800,000            -               -     13,800,000         -            -
OPNET Technologies(1)                 1,045,500            -       1,045,500              -         -            -
O2Micro International(1)              2,150,000      911,700       1,302,200      1,759,500         -            -
Paladin Resources(1)                 16,083,990    4,026,693      20,110,683              -       317            -
PDF Solutions                                 -    2,100,000         600,000      1,500,000         -       16,875
Performance Food Group                2,920,000       15,000               -      2,935,000         -      119,484
P4 Radio Hele Norge(1)                1,648,000            -       1,648,000              -         -            -
Province Healthcare(1)                3,095,000            -       3,095,000              -         -            -
PSD Group(1)                          1,628,000            -       1,628,000              -         -            -
Pusan Bank                            3,690,000    5,830,500               -      9,520,500       982       45,446
Q-Med                                 1,610,000            -               -      1,610,000         -       29,691
Recordati                             2,256,000      396,000               -      2,652,000       918       45,796
Redenvelope(1)                        3,543,805      257,665       3,543,805        257,665         -            -
Robert Walters(1)                     5,000,000            -       5,000,000              -       169            -
Rogers                                  956,800            -         100,000        856,800         -       26,578
Sanctuary Group                      19,470,839            -               -     19,470,839       108       15,528
SBS Broadcasting                      1,800,000            -               -      1,800,000         -       44,784
School Specialty                      1,080,000       50,000               -      1,130,000         -       31,877
Semtech1                              1,350,000    2,800,000       2,150,000      2,000,000         -            -
Sharper Image                           775,000      175,000               -        950,000         -       21,907
S1                                    1,670,000      420,000               -      2,090,000       254       40,507
Steak n Shake(1)                      1,699,150            -         674,400      1,024,750         -            -
Sylvan Learning Systems               2,620,000      129,516         160,000      2,589,516         -       70,642
Techem AG                             1,567,335       35,965         190,000      1,413,300         -       24,356
Telelogic(1)                         12,452,500            -      12,452,500              -         -            -
Transgenomic(1)                       1,525,000            -       1,525,000              -         -            -
Urologix(1)                             900,000            -         900,000              -         -            -
Venture Production                    6,021,600      478,400               -      6,500,000         -       14,256
Western Oil Sands(1)                  3,278,333            -       1,958,333      1,320,000         -            -
Woongjin.com(1)                       1,956,980            -         891,830      1,065,150       170            -
Xinao Gas Holdings                   37,300,000            -               -     37,300,000         -       17,581
Yankee Candle                           800,000    1,969,600               -      2,769,600         -       70,569
Zeevo                                 1,587,301      398,564               -      1,985,865         5        1,320
Zenith National Insurance(1)          1,050,000      165,000       1,215,000              -       939            -
ZOOTS                                12,582,994        3,919               -     12,586,913         -        1,208
                                                                                              $11,736   $1,530,333
(1)  Unaffiliated issuer at 09/30/2003



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    (loss) income     and unrealized)    operations
CLASS A:
 Year ended 9/30/2003                       $17.53       $(.01)              $5.70              $5.69
 Year ended 9/30/2002                        18.62        (.07)               (.98)             (1.05)
 Year ended 9/30/2001                        40.24          -   (3)         (16.33)            (16.33)
 Year ended 9/30/2000                        29.57          -   (3)          11.29              11.29
 Year ended 9/30/1999                        22.14         .03                8.78               8.81
CLASS B:
 Year ended 9/30/2003                        17.20        (.16)               5.56               5.40
 Year ended 9/30/2002                        18.38        (.23)               (.95)             (1.18)
 Year ended 9/30/2001                        40.08        (.21)             (16.20)            (16.41)
 Period from 3/15/2000 to 9/30/2000          47.11        (.12)              (6.91)             (7.03)
CLASS C:
 Year ended 9/30/2003                        17.15        (.16)               5.55               5.39
 Year ended 9/30/2002                        18.33        (.22)               (.95)             (1.17)
 Period from 3/15/2001 to 9/30/2001          23.06        (.16)              (4.57)             (4.73)
CLASS F:
 Year ended 9/30/2003                        17.48        (.01)               5.69               5.68
 Year ended 9/30/2002                        18.60        (.07)               (.98)             (1.05)
 Period from 3/15/2001 to 9/30/2001          23.27        (.03)              (4.64)             (4.67)
CLASS 529-A:
 Year ended 9/30/2003                        17.53         .01                5.70               5.71
 Period from 2/19/2002 to 9/30/2002          21.68        (.03)              (4.12)             (4.15)
CLASS 529-B:
 Year ended 9/30/2003                        17.43        (.19)               5.64               5.45
 Period from 2/20/2002 to 9/30/2002          21.82        (.14)              (4.25)             (4.39)
CLASS 529-C:
 Year ended 9/30/2003                        17.44        (.18)               5.63               5.45
 Period from 2/20/2002 to 9/30/2002          21.82        (.14)              (4.24)             (4.38)
CLASS 529-E:
 Year ended 9/30/2003                        17.50        (.07)               5.66               5.59
 Period from 3/15/2002 to 9/30/2002          23.21        (.06)              (5.65)             (5.71)
CLASS 529-F:
 Year ended 9/30/2003                        17.53        (.02)               5.69               5.67
 Period from 9/17/2002 to 9/30/2002          18.24          -   (3)           (.71)              (.71)
CLASS R-1:
 Year ended 9/30/2003                        17.49        (.16)               5.67               5.51
 Period from 6/19/2002 to 9/30/2002          21.60        (.04)              (4.07)             (4.11)
CLASS R-2:
 Year ended 9/30/2003                        17.49        (.15)               5.66               5.51
 Period from 5/31/2002 to 9/30/2002          22.62        (.05)              (5.08)             (5.13)
CLASS R-3:
 Year ended 9/30/2003                        17.51        (.07)               5.68               5.61
 Period from 6/20/2002 to 9/30/2002          21.43        (.02)              (3.90)             (3.92)
CLASS R-4:
 Year ended 9/30/2003                        17.53          -   (3)           5.69               5.69
 Period from 7/24/2002 to 9/30/2002          18.55        (.01)              (1.01)             (1.02)
CLASS R-5:
 Year ended 9/30/2003                        17.55         .05                5.73               5.78
 Period from 5/15/2002 to 9/30/2002          23.36          -   (3)          (5.81)             (5.81)




                                                                                       

                                                            Dividends and distributions

                                       Dividends
                                      (from net       Distributions     Total          Net asset
                                      investment      (from capital   dividends and    value, end      Total
                                        income)          gains)       distributions    of period      return(4)

CLASS A:
 Year ended 9/30/2003                   $  -             $  -             $  -          $23.22          32.46%
 Year ended 9/30/2002                    (.04)              -             (.04)          17.53          (5.69)
 Year ended 9/30/2001                      -             (5.29)          (5.29)          18.62         (44.95)
 Year ended 9/30/2000                    (.02)            (.60)           (.62)          40.24          38.42
 Year ended 9/30/1999                    (.09)           (1.29)          (1.38)          29.57          41.42
CLASS B:
 Year ended 9/30/2003                      -               -               -             22.60          31.40
 Year ended 9/30/2002                      -               -               -             17.20          (6.42)
 Year ended 9/30/2001                      -             (5.29)          (5.29)          18.38         (45.38)
 Period from 3/15/2000 to 9/30/2000        -               -               -             40.08         (14.92)
CLASS C:
 Year ended 9/30/2003                      -               -               -             22.54          31.43
 Year ended 9/30/2002                    (.01)             -             (.01)           17.15          (6.42)
 Period from 3/15/2001 to 9/30/2001        -               -               -             18.33         (20.51)
CLASS F:
 Year ended 9/30/2003                      -               -               -             23.16          32.49
 Year ended 9/30/2002                    (.07)             -             (.07)           17.48          (5.73)
 Period from 3/15/2001 to 9/30/2001        -               -               -             18.60         (20.07)
CLASS 529-A:
 Year ended 9/30/2003                      -               -               -             23.24          32.57
 Period from 2/19/2002 to 9/30/2002        -               -               -             17.53         (19.14)
CLASS 529-B:
 Year ended 9/30/2003                      -               -               -             22.88          31.27
 Period from 2/20/2002 to 9/30/2002        -               -               -             17.43         (20.12)
CLASS 529-C:
 Year ended 9/30/2003                      -               -               -             22.89          31.25
 Period from 2/20/2002 to 9/30/2002        -               -               -             17.44         (20.07)
CLASS 529-E:
 Year ended 9/30/2003                      -               -               -             23.09          31.94
 Period from 3/15/2002 to 9/30/2002        -               -               -             17.50         (24.60)
CLASS 529-F:
 Year ended 9/30/2003                      -               -               -             23.20          32.34
 Period from 9/17/2002 to 9/30/2002        -               -               -             17.53          (3.89)
CLASS R-1:
 Year ended 9/30/2003                      -               -               -             23.00          31.50
 Period from 6/19/2002 to 9/30/2002        -               -               -             17.49         (19.03)
CLASS R-2:
 Year ended 9/30/2003                      -               -               -             23.00          31.50
 Period from 5/31/2002 to 9/30/2002        -               -               -             17.49         (22.68)
CLASS R-3:
 Year ended 9/30/2003                      -               -               -             23.12          32.04
 Period from 6/20/2002 to 9/30/2002        -               -               -             17.51         (18.29)
CLASS R-4:
 Year ended 9/30/2003                      -               -               -             23.22          32.46
 Period from 7/24/2002 to 9/30/2002        -               -               -             17.53          (5.50)
CLASS R-5:
 Year ended 9/30/2003                      -               -               -             23.33          32.93
 Period from 5/15/2002 to 9/30/2002        -               -               -             17.55         (24.87)

                                                    Ratio of      Ratio of net
                                     Net assets,    expenses      (loss) income
                                    end of period   to average    to average
                                    (in millions)   net assets    net assets

CLASS A:
 Year ended 9/30/2003                   $7,833          1.19%         (.07)%
 Year ended 9/30/2002                    6,283          1.17          (.32)
 Year ended 9/30/2001                    7,265          1.09          (.01)
 Year ended 9/30/2000                   14,098          1.10            -   (8)
 Year ended 9/30/1999                    8,983          1.09           .12
CLASS B:
 Year ended 9/30/2003                    201            1.97          (.85)
 Year ended 9/30/2002                    118            1.95          (1.09)
 Year ended 9/30/2001                     86            1.89          (.81)
 Period from 3/15/2000 to 9/30/2000       73            1.84  (6)     (.57)  (6)
CLASS C:
 Year ended 9/30/2003                    124            1.97          (.85)
 Year ended 9/30/2002                     56            1.96          (1.08)
 Period from 3/15/2001 to 9/30/2001       17            2.11  (6)     (1.11) (6)
CLASS F:
 Year ended 9/30/2003                     57            1.18          (.06)
 Year ended 9/30/2002                     24            1.20          (.32)
 Period from 3/15/2001 to 9/30/2001        7            1.23  (6)     (.21)  (6)
CLASS 529-A:
 Year ended 9/30/2003                     42            1.11           .03
 Period from 2/19/2002 to 9/30/2002       15            1.18  (6)     (.25)  (6)
CLASS 529-B:
 Year ended 9/30/2003                     10            2.09          (.95)
 Period from 2/20/2002 to 9/30/2002        3            2.08  (6)     (1.15) (6)
CLASS 529-C:
 Year ended 9/30/2003                     20            2.07          (.94)
 Period from 2/20/2002 to 9/30/2002        7            2.05  (6)     (1.12) (6)
CLASS 529-E:
 Year ended 9/30/2003                      3            1.53          (.38)
 Period from 3/15/2002 to 9/30/2002        1            1.51  (6)     (.60)  (6)
CLASS 529-F:
 Year ended 9/30/2003                      3            1.27          (.10)
 Period from 9/17/2002 to 9/30/2002        -  (5)        .04           .01
CLASS R-1:
 Year ended 9/30/2003                      2            1.93  (7)     (.78)
 Period from 6/19/2002 to 9/30/2002        -  (5)        .54  (7)     (.22)
CLASS R-2:
 Year ended 9/30/2003                     46            1.89  (7)     (.75)
 Period from 5/31/2002 to 9/30/2002        2             .63  (7)     (.29)
CLASS R-3:
 Year ended 9/30/2003                     30            1.51  (7)     (.37)
 Period from 6/20/2002 to 9/30/2002        2             .42  (7)     (.11)
CLASS R-4:
 Year ended 9/30/2003                     10            1.16  (7)     (.02)
 Period from 7/24/2002 to 9/30/2002        -  (5)        .21  (7)     (.03)
CLASS R-5:
 Year ended 9/30/2003                     72            .83            .28
 Period from 5/15/2002 to 9/30/2002       53            .31            .01



                                                                           
                                                               Year ended September 30
                                                      2003     2002     2001     2000     1999


Portfolio turnover rate for all classes of shares      49%      51%      60%      63%      50%



(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)  Amount less than one cent.
(4)  Total returns  exclude all sales  charges,  including  contingent  deferred
     sales charges.
(5)  Amount less than 1 million.
(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 2.43%, 2.59%, 1.67% and 1.17% for
     classes R-1, R-2, R-3 and R-4, respectively during the year ended September
     30, 2003, and 7.56%,  .85%, .52% and .70% for class R-1, R-2, R-3, and R-4,
     respectively, during the period ended September 30, 2002.
(8)  Amount less than .01 percent.


Independent auditors' report

To the Board of Directors and Shareholders of SMALLCAP World Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of SMALLCAP
World Fund,  Inc.  (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
SMALLCAP  World  Fund,  Inc.  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.  No  distributions  were made by the fund
during the last fiscal year.

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                    +26.40%           -15.22% (1)
Not reflecting CDSC                                                     +31.40%           -14.60% (1)

CLASS C SHARES
Reflecting CDSC, maximum of 1%, payable only
     if shares are sold within one year of purchase                     +30.43%           - 0.88% (2)
Not reflecting CDSC                                                     +31.43%           - 0.88% (2)

CLASS F SHARES (3)
Not reflecting annual asset-based fee charged
     by sponsoring firm                                                 +32.49%           - 0.07% (2)

CLASS 529-A SHARES
Reflecting 5.75% maximum sales charge                                   +24.95%           + 0.65% (4)
Not reflecting maximum sales charge                                     +32.57%           + 4.41% (4)

CLASS 529-B SHARES
Reflecting applicable CDSC, maximum of 5%, payable
     only if shares are sold within six years of purchase               +26.27%           + 0.53% (5)
Not reflecting CDSC                                                     +31.27%           + 2.99% (5)

CLASS 529-C SHARES
Reflecting applicable CDSC, maximum of 1%, payable
     only if shares are sold within one year of purchase                +30.25%           + 3.02% (5)
Not reflecting CDSC                                                     +31.25%           + 3.02% (5)

CLASS 529-E SHARES (3)                                                  +31.94%           - 0.33% (6)

CLASS 529-F SHARES (3)
Not reflecting annual asset-based fee charged by
     sponsoring firm                                                    +32.34%           +26.15% (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 sales charge.
(4)  Average annual total return from February 19, 2002, when Class 529-A shares
     were first sold.
(5)  Average  annual total return from  February 20, 2002,  when Class 529-B and
     Class 529-C 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  17,  2002,  when Class 529-F
     shares were first sold.

BOARD OF DIRECTORS

"Non-interested" Directors

                                                 

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

JOSEPH C. BERENATO, 57                   2000          Chairman of the Board and CEO, Ducommun Incorporated

AMBASSADOR RICHARD G.                    1993          Corporate director and author; former U.S. Ambassador
CAPEN, JR., 69                                         to Spain; former Vice Chairman, Knight-Ridder, Inc.;
                                                       former Chairman and Publisher, The Miami Herald

H. FREDERICK CHRISTIE, 70                1990          Private investor; former President and CEO, The Mission Group
                                                       (non-utility holding company, subsidiary of Southern
                                                       California Edison Company)

JOHN G. FREUND, 50                       2000          Founder and Managing Director, Skyline Ventures; former
                                                       Managing Director -- Alternative Asset Management Group,
                                                       Chancellor Capital Management

LEONADE D. JONES, 56                     1995          Co-founder, VentureThink LLC (developed and managed
                                                       e-commerce businesses) and Versura Inc. (education loan
                                                       exchange); former Treasurer, The Washington Post Company

WILLIAM H. KLING, 61                     1990          President, American Public Media Group

NORMAN R. WELDON, 69                     1990          Managing Director, Partisan Management Group, Inc.;
                                                       former Chairman of the Board, Novoste Corporation;
                                                       former President and Director, Corvita Corporation

PATRICIA K. WOOLF, PH.D., 69             1990          Private investor; corporate director; lecturer,
                                                       Department of Molecular Biology, Princeton University



"Non-interested" Directors

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

JOSEPH C. BERENATO, 57                 2               Ducommun Incorporated

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

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

JOHN G. FREUND, 50                     2               None

LEONADE D. JONES, 56                   6               None

WILLIAM H. KLING, 61                   6               Irwin Financial Corporation; St. Paul Companies

NORMAN R. WELDON, 69                   3               Novoste Corporation

PATRICIA K. WOOLF, PH.D., 69           6               Crompton Corporation; First Energy Corporation;
                                                       National Life Holding Co.


"Interested" Directors (4)

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

GORDON CRAWFORD, 56                      1992          Senior Vice President and Director, Capital
Chairman of the Board                                  Research and Management Company;
                                                       Director, The Capital Group Companies, Inc. (5)

GREGORY W. WENDT, 42                     1992          Senior Vice President, Capital Research Company (5);
President                                              Director, American Funds Distributors, Inc. (5);
                                                       Director, Capital Management Services, Inc. (5)


"Interested" Directors (4)

                                    NUMBER OF
                                 BOARDS WITHIN THE
                                  FUND COMPLEX (2)
NAME, AGE AND                        ON WHICH          OTHER DIRECTORSHIPS (3)
POSITION WITH FUND                DIRECTOR SERVES      HELD BY DIRECTOr

GORDON CRAWFORD, 56                     2              None
Chairman of the Board

GREGORY W. WENDT, 42                    1              None
President


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

(1)  Directors and officers of the fund serve until their  resignation,  removal
     or retirement.
(2)  Capital  Research  and  Management  Company  manages  the  American  Funds,
     consisting  of 29 funds.  Capital  Research  and  Management  Company  also
     manages  American Funds Insurance  Series(R) 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  Director  as a  director  of a public  company  or a
     registered investment company.
(4)  "Interested  persons"  within  the  meaning of the 1940 Act on the basis of
     their affiliation with the fund's investment adviser,  Capital Research and
     Management  Company, or affiliated entities (including the fund's principal
     underwriter).
(5)  Company affiliated with Capital Research and Management Company.


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

GRANT L. CAMBRIDGE, 41                   2001          Vice President, Capital Research Company (5)
Vice President

VINCENT P. CORTI, 47                     1990          Vice President-- Fund Business Management
Vice President                                         Group, Capital Research and Management Company

J. BLAIR FRANK, 37                       1999          Vice President, Capital Research Company (5)
Vice President

JONATHAN O. KNOWLES, 42                  2000          Executive Vice President and Director, Capital
Vice President                                         Research Company (5)

CHAD L. NORTON, 43                       1990          Vice President-- Fund Business Management
Secretary                                              Group, Capital Research and Management Company

DAVID A. PRITCHETT, 37                   1999          Vice President-- Fund Business Management
Treasurer                                              Group, Capital Research and Management Company

SHERYL F. JOHNSON, 35                    1998          Vice President-- Fund Business Management
Assistant Treasurer                                    Group, 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
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02105-1713

COUNSEL
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071-2899

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 SMALLCAP  World  Fund.  Class A shares are
subject to a 5.75% maximum up-front sales charge that declines for accounts (and
aggregated  investments)  of $25,000 or more.  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 0.78  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  0.78  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  lower  annual
expenses  (by 0.01  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 SMALLCAP World Fund, but
it may also be used as sales  literature  when  preceded or  accompanied  by the
current  prospectus,  which gives details about  charges,  expenses,  investment
objectives  and operating  policies of the fund. 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-935-1103

Litho in USA BDC/L/8067

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 Joseph C. Berenato,  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.

                                SMALLCAP World Fund, Inc.



                                By:   /s/ Gordon Crawford
                                      ----------------------------------
                                      Gordon Crawford, Chairman and PEO

                                Date: December 8, 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/ Gordon Crawford
      ----------------------------------
      Gordon Crawford, Chairman and PEO

Date: December 8, 2003



By:  /s/ David A. Pritchett
     ----------------------------------
     David A. Pritchett, Treasurer

Date: December 8, 2003