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: 811-7338



                   Capital World Growth and Income 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: November 30, 2004

                   Date of reporting period: November 30, 2004





                                Vincent P. Corti
                     Capital Research and Management Company
                              333 South Hope Street
                          Los Angeles, California 90071
                     (name and address of agent for service)


                                   Copies to:
                            Eric A.S. Richards, 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)

CAPITAL WORLD GROWTH AND INCOME FUND

The ingredients for total returns

[photo of small bowls filled with spices]

Annual report for the year ended November 30, 2004

CAPITAL WORLD GROWTH AND INCOME  FUND(SM) seeks  long-term  capital growth while
providing  current  income.  It  invests  on a  global  basis  in a  diversified
portfolio consisting primarily of common stocks and other equity securities.

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
The value of a long-term perspective                                  4
The ingredients for total returns                                     6
Summary investment portfolio                                         10
Financial statements                                                 14
Directors and officers                                               27
The American Funds family                                    back cover

FIGURES  SHOWN ARE PAST  RESULTS  FOR CLASS A SHARES AND ARE NOT  PREDICTIVE  OF
RESULTS IN FUTURE  PERIODS.  CURRENT  AND FUTURE  RESULTS MAY BE LOWER OR HIGHER
THAN THOSE  SHOWN.  SHARE PRICES AND RETURNS  WILL VARY,  SO INVESTORS  MAY LOSE
MONEY. INVESTING FOR SHORT PERIODS MAKES LOSSES MORE LIKELY. INVESTMENTS ARE NOT
FDIC-INSURED,  NOR ARE THEY  DEPOSITS  OF OR  GUARANTEED  BY A BANK OR ANY OTHER
ENTITY.  FOR  THE  MOST  CURRENT   INFORMATION  AND  MONTH-END  RESULTS,   VISIT
AMERICANFUNDS.COM  FUND RESULTS SHOWN,  UNLESS OTHERWISE  INDICATED,  ARE AT NET
ASSET VALUE. IF A SALES CHARGE  (MAXIMUM  5.75%) HAD BEEN DEDUCTED,  THE RESULTS
WOULD HAVE BEEN LOWER.

Here are the  average  annual  total  returns  on a $1,000  investment  with all
distributions  reinvested  for periods ended  December 31, 2004 (the most recent
calendar quarter):

                                                                                                      
                                                                             1 year           5 years          10 years
Class A shares
Reflecting 5.75% maximum sales charge                                        +12.56%          +6.97%            +13.68%


Results  for other  share  classes can be found on page 5. Please see the inside
back cover for important information about other share classes.

The fund's investment adviser is waiving 5% of its management fee for the period
September 1, 2004,  through August 31, 2005. Over this one-year period,  the fee
waiver will amount to an approximate two basis point reduction in fund expenses.
Accordingly,  without the waiver the returns and distributions rates of the fund
might have been lower by a similar order of magnitude.

The fund's  30-day yield for Class A shares as of December 31, 2004,  reflecting
the 5.75% maximum sales charge and calculated in accordance  with the Securities
and Exchange Commission  formula,  was 1.79%, which reflects a fee waiver (1.77%
without the fee waiver).

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.

FELLOW SHAREHOLDERS:

[photo of small bowls filled with spices]

The recovery in global stock markets that occurred during the fund's 2003 fiscal
year continued into the 2004 fiscal year, lifting most markets in which the fund
invests. A strengthening of major currencies against the U.S. dollar late in the
year gave an additional boost to many of our non-U.S. investments.

For the 12 months ended November 30, 2004,  Capital World Growth and Income Fund
produced a total return of 22.2%.  That return assumes  shareholders  reinvested
their quarterly dividends totaling 73 cents a share, as well as the capital gain
distribution of 29.3 cents a share made December 2003.  Shareholders who elected
to take dividends in cash, but reinvested capital gains, had an income return of
2.6% and saw the value of their investment rise 19.3%.

The fund's total return for the fiscal year handily topped those of its relevant
benchmarks.  The  unmanaged  MSCI World  Index,  which  measures  23 major stock
markets including the United States, recorded a total return of 18.0%, while the
average return of the fund's peer group,  as tracked by Lipper,  was 16.0%.  The
table below ("Results at a glance") offers an historical  snapshot of the fund's
returns plus a quick comparison with its benchmarks.

A LOOK AT GLOBAL MARKETS

U.S.  stocks began the fiscal year with positive  momentum,  supported by rising
corporate profits and strong economic growth.  But tailwinds turned to headwinds
by early spring as higher oil prices,  growing  insurgency in Iraq, the prospect
of rising  interest  rates,  uncertainty  about the  presidential  election  and
renewed  concerns about the pace of economic growth curbed investor  enthusiasm.
As a result,  stock prices  slumped  through the summer  months.  Then,  in late
October, market optimism revived,  sending stock prices higher through year end.
For the 12 months ended  November 30, U.S.  stocks,  which  account for 20.8% of
portfolio holdings, rose 12.5%.*

*Country returns are based on MSCI indexes, in U.S. dollars (except where noted)
and with gross dividends reinvested.

[Begin Sidebar]
RESULTS AT A GLANCE
(as of November 30, 2004, with all distributions reinvested)

                                                                                                 
                                                                                   Average annual total returns
                                                                                                               Lifetime
                                                           1 year            5 years         10 years       (since 3/26/93)

Capital World Growth and Income Fund                       +22.2%             +9.5%           +14.0%            +13.9%
MSCI World Index(1)                                        +18.0              -1.3             +8.2              +8.7
Lipper global funds average(2)                             +16.0              +0.9             +8.6              +9.0


(1) The MSCI World Index is unmanaged and does not reflect the effects of sales
    charges, commissions or expenses.
(2) The Lipper global funds average consists of funds that invest at least 25%
    of their portfolios in securities traded outside the U.S. Lipper averages
    do not reflect the effects of sales charges.
[End Sidebar]

In many respects, the U.S. economy, fueled by domestic consumption,  has been an
engine of global growth and a pacesetter for global markets. Consequently, major
markets in Europe largely mirrored  directional  trends of U.S.  stocks.  Market
returns for France,  Germany  and the United  Kingdom -- the leading  markets of
Europe -- were in line with the United  States in local  currency  terms.  But a
strengthening  of the  euro  and the  British  pound  against  the  U.S.  dollar
magnified  results  for U.S.  investors.  When  translated  into  U.S.  dollars,
France's stock market posted a total return of +24.9%, Germany logged +23.3% and
the United Kingdom  delivered  +24.5%.  Other European  countries  compiled even
better returns,  which were similarly  amplified by strong currencies.  Here's a
sampling from countries where the fund has a presence: Austria (+72.2%), Denmark
(+35.3%), Italy (+30.0%),  Netherlands (+18.2%), Norway (+64.8%), Spain (+36.9%)
and Sweden (+45.8%).  Altogether, Europe accounts for 38.4% of fund holdings and
contributed significantly to this year's results.

[Begin Sidebar]
LARGEST EQUITY HOLDINGS
(as of November 30, 2004)


                                                                                  
Company                                              Country                            Percent of net assets

"Shell" Transport and Trading/
     Royal Dutch Petroleum                           U.K./Netherlands                           2.01%
Altria Group                                         U.S.                                       1.91
Vodafone                                             U.K.                                       1.37
HSBC Holdings                                        U.K./Hong Kong                             1.12
Unilever                                             Netherlands                                1.02
Diageo                                               U.K.                                       1.01
France Telecom                                       France                                      .97
CVRD                                                 Brazil                                      .87
Continental                                          Germany                                     .87
Lloyds TSB Group                                     U.K.                                        .86

[End Sidebar]

Elsewhere,  the  Commonwealth  countries  of  Australia  and Canada also enjoyed
strong returns that were lifted further by the strengthening of their respective
currencies  against the greenback.  The result was a gain of 37.3% for Australia
and 27.1% for Canada.

Like the United  States,  Japanese  stocks  began the year on a strong  footing,
buoyed by indications of a strengthening  economy.  But as the year  progressed,
economic  momentum  proved less hardy than investors  anticipated.  Returns were
nonetheless  favorable  -- up 17.9% for the year -- boosted  by a stronger  yen.
Except for Taiwan  (+5.3%),  strong  returns  prevailed for other key markets in
Asia: Hong Kong (+24.6%) and Korea (+22.9%).

STRENGTH IN PORTFOLIO HOLDINGS

While  country  returns  sketch the backdrop for stocks in general,  results for
Capital  World Growth and Income Fund are largely  determined by the strength or
weakness  of  individual  companies'  stocks held in the  portfolio.  Company by
company, the portfolio was built of carefully selected stocks that represent the
best ideas of the fund's portfolio  counselors.  Collectively,  these ideas have
benefited  shareholders by generating  returns that exceed  relevant  benchmarks
both for the current year and over its lifetime,  as can be seen in the table on
page 1.

The fund's 10 largest  holdings,  representing the portfolio's  broad geographic
reach, are shown in the table at left.  During the past year, all but one posted
gains, most running to double digits. In fact, three posted gains well in excess
of the fund's return:  "Shell"  Transport and Trading/ Royal Dutch  Petroleum (a
multinational  energy  concern),  CVRD (a  South  American  mining  group),  and
Continental (a German tire manufacturer).

The strength of the fund's  results  goes much deeper than the largest  holdings
listed here and includes a variety of companies,  many of which are noted in the
summary  investment  portfolio that begins on page 10. Among the biggest gainers
for the year  were  industry  holdings  in oil and gas,  chemicals,  metals  and
mining, non-U.S.  telecommunications,  as well as several banks and insurers. In
all, the portfolio holds stocks of nearly 300 companies worldwide.

SOLID GROWTH, ENDURING OBJECTIVES

During the past two years,  Capital  World  Growth and Income Fund has enjoyed a
remarkable resurgence, following the difficult period for stocks that marked the
early years of this decade.  In the past year alone, net assets of the fund have
grown 84%,  reflecting,  in large part,  many new  additions to our  shareholder
family and a greater  willingness  among  investors  to  diversify  into  global
stocks.  We take this  opportunity  to  welcome  those of you who have  recently
joined the fund.

While the fund's recent growth owes much to external  factors,  its results stem
largely  from the  diligent  efforts of its  portfolio  counselors  and research
analysts.  Their focus  remains  firmly fixed on the fund's  objective:  finding
companies with long-term  growth  potential  while providing  shareholders  with
current income.  To learn more about the components of the fund's  objective and
some of the  investment  practices we use to achieve them, we invite you to read
our special report beginning on page 6, "The ingredients for total returns."

Finally,  we recognize  that you have more than money invested with us; you have
placed your trust in our hands.  We honor that trust and hope that Capital World
Growth and Income Fund will remain an important part of your financial future.

Cordially,

/s/ Gina H. Despres

Gina H. Despres
Chairman of the Board

/s/ Stephen E. Bepler

Stephen E. Bepler
President

January 12, 2005

For current information about the fund, visit americanfunds.com.

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

Percent of net assets by country as of November 30, 2004

[begin pie chart]
The Americas 26.9%

Asia/Pacific 21.5%

Bonds, cash & equivalents 11.2%

Europe 38.4%

Other 2.0%
[end pie chart]


                                                                     
                                           Capital World Growth               MSCI
                                              and Income Fund              World Index

o  The Americas                                    26.9%                      56.3%
   United States                                   20.8                       53.3
   Canada                                           3.8                        3.0
   Brazil                                           1.2                         --
   Mexico                                           1.1                         --

o  Europe                                          38.4%                      30.7%
   United Kingdom                                  11.6                       11.0
   Netherlands                                      5.1                        2.1
   Germany                                          4.7                        3.0
   France                                           4.5                        4.1
   Spain                                            2.1                        1.8
   Norway                                           1.7                         .3
   Sweden                                           1.7                        1.1
   Austria                                          1.2                         .1
   Denmark                                          1.2                         .3
   Switzerland                                      1.2                        3.0
   Italy                                            1.0                        1.8
   Belgium                                           .9                         .6
   Portugal                                          .6                         .2
   Other Europe                                      .9                        1.3

o  Asia/Pacific                                    21.5%                      13.0%
   Japan                                            7.2                        9.6
   South Korea                                      3.9                         --
   Australia                                        3.7                        2.2
   Taiwan                                           2.9                         --
   India                                            1.3                         --
   Hong Kong                                        1.1                         .7
   Other Asia/Pacific                               1.4                         .5

o  Other                                            2.0%                        --

o  Bonds, cash & equivalents                       11.2%                        --


The MSCI World Index is weighted by market capitalization.
[End Sidebar]


THE VALUE OF A LONG-TERM PERSPECTIVE

How a $10,000 investment has grown since March 26, 1993

Figures  shown are past  results  for Class A shares and are not  predictive  of
results in future  periods.  Current  and future  results may be lower or higher
than those  shown.  Share prices and returns  will vary,  so investors  may lose
money.  For  the  most  current   information  and  month-end   results,   visit
americanfunds.com. Fund figures reflect deduction of the maximum sales charge of
5.75% on the $10,000 investment.(1) Thus the net amount invested was $9,425.

[mountain chart]


DATE         CAPITAL
             WORLD GROWTH                                  CAPITAL WORLD       U.S.
             AND INCOME            MSCI                    GROWTH FUND         CONSUMER
             FUND WITH             WORLD INDEX             INCOME FUND         PRICE
             DIVIDENDS             WITH DIVIDENDS          WITH DIVIDENDS      INDEX              ORIGINAL
             REINVESTED(1)(2)      REINVESTED (4)          EXCLUDED (3)        (INFLATION) (5)    INVESTMENT

<s>          <c>                   <c>                     <c>                 <c>                <c>
3/26/93      $9,425                $10,000                 $9,425              $10,000            $10,000

5/31/93*     $9,719                $10,837                 $9,719              $10,042            $10,000

8/31/93      $10,401               $11,475                 $10,313             $10,084            $10,000

11/30/93     $10,782               $10,924                 $10,625             $10,153            $10,000

2/28/94      $11,615               $12,062                 $11,388             $10,216            $10,000

5/31/94      $11,315               $11,936                 $11,044             $10,272            $10,000

8/31/94      $12,038               $12,501                 $11,656             $10,376            $10,000

11/30/94     $11,592               $11,982                 $11,131             $10,425            $10,000

2/28/95      $11,860               $12,097                 $11,293             $10,508            $10,000

5/31/95      $12,788               $13,242                 $12,094             $10,599            $10,000

8/31/95      $13,412               $13,598                 $12,557             $10,648            $10,000

11/30/95     $13,841               $14,260                 $12,850             $10,696            $10,000

2/29/96      $14,700               $15,042                 $13,553             $10,787            $10,000

5/31/96      $15,327               $15,673                 $14,031             $10,905            $10,000

8/31/96      $15,414               $15,379                 $13,947             $10,954            $10,000

11/30/96     $17,118               $17,004                 $15,362             $11,045            $10,000

2/28/97      $17,849               $17,136                 $15,936             $11,114            $10,000

5/31/97      $18,908               $18,427                 $16,782             $11,149            $10,000

8/31/97      $19,755               $18,892                 $17,380             $11,198            $10,000

11/30/97     $19,917               $19,212                 $17,414             $11,247            $10,000

2/28/98      $21,881               $21,351                 $19,050             $11,274            $10,000

5/31/98      $22,801               $22,198                 $19,763             $11,337            $10,000

8/31/98      $19,885               $19,671                 $17,104             $11,379            $10,000

11/30/98     $23,007               $23,138                 $19,676             $11,421            $10,000

2/28/99      $23,904               $24,151                 $20,375             $11,455            $10,000

5/31/99      $25,004               $25,203                 $21,214             $11,574            $10,000

8/31/99      $26,177               $26,263                 $22,063             $11,636            $10,000

11/30/99     $27,396               $28,141                 $23,014             $11,720            $10,000

2/29/00      $29,908               $28,765                 $25,027             $11,825            $10,000

5/31/00      $30,124               $28,718                 $25,119             $11,943            $10,000

8/31/00      $31,516               $29,799                 $26,121             $12,033            $10,000

11/30/00     $29,142               $26,067                 $24,016             $12,124            $10,000

2/28/01      $30,810               $24,728                 $25,334             $12,242            $10,000

5/31/01      $31,113               $24,514                 $25,404             $12,375            $10,000

8/31/01      $29,274               $22,316                 $23,786             $12,361            $10,000

11/30/01     $28,613               $21,975                 $23,111             $12,354            $10,000

2/28/02      $28,826               $21,266                 $23,225             $12,382            $10,000

5/31/02      $30,788               $21,514                 $24,700             $12,521            $10,000

8/31/02      $26,985               $18,550                 $21,503             $12,584            $10,000

11/30/02     $27,405               $18,697                 $21,693             $12,625            $10,000

2/28/03      $25,681               $16,961                 $20,237             $12,751            $10,000

5/31/03      $29,144               $19,487                 $22,806             $12,779            $10,000

8/31/03      $31,622               $20,680                 $24,576             $12,855            $10,000

11/30/03     $35,220               $22,391                 $27,230             $12,848            $10,000

2/29/04      $39,110               $24,603                 $30,063             $12,967            $10,000

5/31/04      $37,996               $24,197                 $29,064             $13,169            $10,000

8/31/04      $38,489               $24,018                 $29,275             $13,196            $10,000

11/30/04     $43,044               $26,414                 $32,485             $13,301            $10,000




                                                                                                     
Year ended November 30                      1993*         1994         1995         1996         1997          1998         1999
TOTAL VALUE
Dividends reinvested                         $144          295          421          506          488           478          440
Value at year-end(1)                      $10,782       11,592       13,841       17,118       19,917        23,007       27,396
WGI total return                             7.8%          7.5         19.4         23.7         16.4          15.5         19.1

Year ended November 30                       2000         2001         2002         2003         2004
TOTAL VALUE
Dividends reinvested                          577          578          569          679          914
Value at year-end(1)                       29,142       28,613       27,405       35,220       43,044
WGI total return                              6.4        (1.8)        (4.2)         28.5         22.2


Average annual total return for 11 1/2 years   13.3%(2)



AVERAGE ANNUAL TOTAL RETURNS
(based on a $1,000 investment with all distributions reinvested)

                                                           
                                                              For periods ended 11/30/04
Class A shares (reflecting 5.75% maximum sales charge)

1 year                                                                           +15.17%
5 years                                                                           +8.17%
10 years                                                                         +13.34%


*For the period March 26, 1993 (when the fund began operations) through
 November 30, 1993.
(1) As outlined in the prospectus, the sales charge is reduced for accounts
    (and aggregated investments) of $25,000 or more and is eliminated for
    purchases of $1 million or more.  There is no sales charge on dividends or
    capital gain distributions that are reinvested in additional shares.
(2) Includes reinvested dividends of $6,088 and reinvested capital gain
    distributions of $9,959.
(3) Results calculated with capital gains reinvested.
(4) The World Index is unmanaged and does not reflect the effects of sales
    charges, commissions or expenses, and cannot be invested in directly.
(5) Computed from data supplied by the U.S. Department of Labor, Bureau of
    Labor Statistics.

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


OTHER SHARE CLASS RESULTS (unaudited)

CLASS B, CLASS C, CLASS F AND CLASS 529

Figures  shown are past  results  and are not  predictive  of  results in future
periods.  Current and future  results  may be lower or higher than those  shown.
Share prices and returns will vary,  so investors  may lose money.  For the most
current information and month-end results, visit americanfunds.com.

RETURNS FOR PERIODS ENDED DECEMBER 31, 2004 (THE MOST RECENT CALENDAR QUARTER):


                                                                                                         
                                                                                               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                                                        +13.50%            +7.40%(1)
Not reflecting CDSC                                                                           +18.50%            +7.71%(1)

CLASS C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +17.43%           +10.44%(2)
Not reflecting CDSC                                                                           +18.43%           +10.44%(2)

CLASS F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +19.31%           +11.31%(2)

CLASS 529-A SHARES
Reflecting 5.75% maximum sales charge                                                         +12.43%           +14.10%(4)
Not reflecting maximum sales charge                                                           +19.29%           +16.47%(4)

CLASS 529-B SHARES
Reflecting applicable CDSC, maximum of 5%, payable
     only if shares are sold within six years of purchase                                     +13.28%           +15.09%(5)
Not reflecting CDSC                                                                           +18.28%           +16.16%(5)

CLASS 529-C SHARES
Reflecting CDSC, maximum of 1%, payable only if shares
     are sold within one year of purchase                                                     +17.26%           +16.15%(6)
Not reflecting CDSC                                                                           +18.26%           +16.15%(6)

CLASS 529-E SHARES(3)                                                                         +18.86%           +15.04%(7)

CLASS 529-F SHARES(3)
Not reflecting annual asset-based fee charged by sponsoring firm                              +19.21%           +26.38%(8)


The fund's investment adviser is waiving 5% of its management fee for the period
September 1, 2004,  through August 31, 2005. Over this one-year period,  the fee
waiver will amount to an approximate two basis point reduction in fund expenses.
Accordingly,  without the waiver the returns and distribution  rates of the fund
might have been lower by a similar order of magnitude.

(1) Average annual total return from March 15, 2000, when Class B shares were
    first sold.
(2) Average annual total return from March 15, 2001, when Class C and Class F
    shares were first sold.
(3) These shares are sold without any initial or contingent deferred sales
    charge.
(4) Average annual total return from February 15, 2002, when Class 529-A shares
    were first sold.
(5) Average annual total return from February 21, 2002, when Class 529-B shares
    were first sold.
(6) Average annual total return from February 22, 2002, when Class 529-C shares
    were first sold.
(7) Average annual total return from March 4, 2002, when Class 529-E shares were
    first sold.
(8) Average annual total return from September 17, 2002, when Class 529-F shares
    were first sold.



THE INGREDIENTS FOR TOTAL RETURNS
Understanding the fund's objective

Capital World Growth and Income Fund is one of five  growth-and-income  funds in
the American Funds family.  Its broad global mandate  distinguishes  it from the
other four.  But what  distinguishes  Capital  World Growth and Income Fund from
other  global funds in its Lipper peer group?  The answer lies in its  objective
and how the fund's portfolio  counselors serve that objective.  Embedded in that
answer are clues to its solid  track  record and  qualities  that help make it a
core holding for many long-term investors.

In this article, we will take a closer look at the fund's dual objectives, we'll
hear from some of the people who manage the fund,  and we'll attempt to identify
some of the investment  practices that serve to distinguish Capital World Growth
and Income Fund from its peers. As we explore the ingredients that contribute to
the fund's  identity,  we hope that you will gain a better  appreciation  of the
fund's strengths and its potential for compiling attractive long-term results.

GROWTH AND INCOME WORKING TOGETHER

Growth and income funds are  sometimes  referred to as total return  funds.  The
concept of total return is fundamental to the investment profession,  but may be
less familiar to some of our shareholders. At the most basic level, total return
combines the growth or loss of value (capital  appreciation or  depreciation) of
an investment  with the income that it  generates.  For Capital World Growth and
Income shareholders, the fund's annual total return reflects the 12-month change
in net asset  value of the fund plus  income  (dividends  and any  capital  gain
distributions)  generated by the fund.  (Returns vary among share  classes,  and
results are lower when sales charges are included.)

For  investors  seeking a middle path  toward  attractive  long-term  investment
results,  growth  and  income  work  in  a  complementary  way.  Growth-oriented
investments  tend to boost  returns when  economies are thriving and markets are
rising,  while  income-oriented  investments  offer a measure of reliability and
often serve to cushion results when markets falter. Over time, income reinvested
also helps compound returns,  which provides a decisive advantage for those with
long-term investment goals.

While growth and income are the two components of total return,  it is selecting
the most promising  stocks that is critical to producing  superior  returns.  In
this selection  process,  Capital World Growth and Income Fund benefits from the
research expertise of its adviser,  Capital Research and Management Company, and
from its unique method of asset  management,  the multiple  portfolio  counselor
system. In addition, the fund's global perspective expands the process, allowing
research  analysts  and  portfolio  counselors  to scout  the world for the most
attractive equity investments.

DISCIPLINE IN STOCK SELECTION

The  vital  task of stock  selection  is the  daily  business  of some 70 equity
analysts of Capital  Research,  which has offices located around the world.  The
in-depth  research and  recommendations  made by these analysts are the building
blocks of the fund. As Gina Despres,  chairman of the fund's board,  points out,
"We invest in companies,  not countries, so each stock is first evaluated on its
fundamental  merits."  Analysts  and  portfolio  counselors  must also  consider
whether the stock is appropriate for the fund's objectives.

The fund's particular  approach to its  growth-and-income  objective affords its
portfolio counselors  considerable  latitude when weighing investment decisions.
Some  stocks may  exhibit  more growth  characteristics,  while  others are more
prized for the income they offer;  in many  instances,  analysts  strive to find
elements  of both in a single  stock.  But there is no  formula,  no  mandate to
achieve an exact balance. In fact, the mix of stocks with these  characteristics
will  often vary in the fund's  portfolio  over the course of a market  cycle in
order to optimize  total  returns over the long term. In the words of the fund's
president,  Steve  Bepler,  "We seek a full  cycle of above  average  returns by
looking at all sorts of values,  within the  discipline  of  achieving  a market
equivalent yield for shareholders."


[Begin Sidebar]
THERE ARE MANY INGREDIENTS THAT CONTRIBUTE TO THE FUND'S IDENTITY.

[photo of spices in jars, in a mortar with pestle, and in various small bowls]
[End Sidebar]

The fund's income objective is central to the  "discipline"  Steve refers to and
is an important  consideration in the selection  process.  He notes, "We look at
dividends as a measure of investment  attractiveness." Stocks that pay dividends
are typically those of  well-established  companies with consistent and reliable
cash flows.  Portfolio counselor Gregg Ireland explains,  "Dividends are often a
meaningful expression of management's confidence in the company's earnings power
and its willingness to share profits with  shareholders.  Moreover,  stocks that
pay  dividends  are  typically  less  volatile  over time than those that pay no
dividend." Portfolio counselor Carl Kawaja adds, "The long-term growth rate of a
company's  dividend is usually the long-term  growth rate of the company itself.
This makes  companies with a history of raising  dividends more appealing to the
fund." Over its  lifetime,  this income  discipline  has helped the fund achieve
lower volatility than its benchmarks, as noted in the table below.

[Begin Sidebar]
[photo of flour in a bucket, eggs in a basket and various pastas and cooking
items]
SOLID RETURNS WITH LESS VOLATILITY

Over its  lifetime,  Capital World Growth and Income Fund has returned more than
twice that of its benchmark  index or peer group  average.  It has  accomplished
this with a comparatively lower level of volatility.

Figures  shown are past  results  for Class A shares and are not  predictive  of
results in future  periods.  Current  and future  results may be lower or higher
than those shown.  Share prices will vary, so investors may lose money.  For the
most current information and month-end results,  visit  americanfunds.com.  Fund
results  shown,unless  otherwise  indicated,  are at net asset value. If a sales
charge (maximum 5.75%) had been deducted, the results would have been lower.


                                                                                      
                                                                           Cumulative
Lifetime results (3/26/93 - 11/30/04)                                     total return      Volatility(1)

MSCI World Index(2)                                                          164.1%            14.1%
Lipper global funds average(3)                                               172.3             15.4
Capital World Growth and Income Fund                                         356.7             12.4


(1) Volatility calculated by Lipper using standard deviation, a measure of how
    returns over time have varied from the mean; a lower number signifies lower
    volatility.
(2) The MSCI World Index is an unmanaged measure of 23 major stock markets and
    does not reflect sales charges, commissions or expenses.
3 Average for 28 global funds, calculated at net asset value by Lipper.
[End Sidebar]

THE BENEFIT OF EXPERIENCE

Like all funds in the American  Funds  family,  Capital  World Growth and Income
Fund employs the multiple  portfolio  counselor  system to manage its portfolio.
With this system,  each of the fund's five  portfolio  counselors  independently
manages a portion of its assets.  In addition,  a team of global equity analysts
manages a separate portion, known as the research portfolio.  Under this system,
the portfolio counselors and research analysts are free to invest based on their
strongest convictions and in accordance with the fund's objectives.

This system allows  shareholders to benefit from the multiple  perspectives  and
varied expertise of the fund's investment professionals.  While some may be more
inclined  to  pursue  growth  opportunities,  others  may  be  drawn  to  income
opportunities.  Similarly,  some  analysts  and  counselors  look far  afield to
uncover  investment   values,   while  others  canvass  more  familiar  markets.
Importantly, each counselor and analyst brings to the fund a wealth of knowledge
and a depth of experience  that nurtures the selection  process.  These multiple
perspectives not only broaden the scope of investment possibilities, but through
the daily interactions of counselors and analysts, they also develop, refine and
enrich the pool of investment ideas that serve the fund.

A WORLD OF OPPORTUNITY

The search for attractive investments is not restricted to any geographic region
or country  market.  Gregg Ireland  observes,  "The fund's global reach gives us
enormous  flexibility and a lot more geography to look at. Shareholders  benefit
from this because,  in many cases, stock markets outside the United States offer
greater  yields." The table at right shows the dividend  yield for world markets
in which the fund is invested.

The tradition of paying  attractive  dividends is well established in many major
developed   markets,   notably   Europe  and  the  current  and  former  British
Commonwealth  countries.  Dividend yields in the United States, for that matter,
used to be much higher than they are currently.  In fact,  during the first half
of the 20th century,  U.S. stocks frequently  yielded more than U.S.  government
bonds. That relationship  shifted during the latter half of the century, as more
and more  corporations  hoarded cash or used earnings to repurchase shares in an
effort to boost their stock's  price.  Although that penchant has recently begun
to  change  toward  a  more   dividend-friendly   policy,   interesting   income
opportunities remain more prevalent overseas.

The ability to invest overseas has also provided the fund with an expanded array
of growth opportunities.  While globalization has helped spur economic growth in
many developing  markets around the world, the pace of growth varies from region
to region.  Economic cycles are not usually in sync and often are constrained by
local  practices  or  barriers  --  be  they  fiscal,  monetary  or  regulatory.
Consequently,  the fund's broad geographic  diversification  helps to smooth out
returns  and  lessen  the  effects  of  a  single  market's   volatility.   More
importantly,  our research analysts are able to use their global  perspective to
help  identify  individual  companies  poised to benefit from  economic  growth,
wherever  it may occur.  A company  in Europe,  where  growth is  sluggish,  may
thrive,  for example,  from its operations in China,  where growth is strong. In
today's world, a global viewpoint is essential.

QUALITY IN THE MIX

Capital World Growth and Income Fund is tailored for investors  with a long-term
investment  horizon.  In a  single  package,  the  fund  provides  many  of  the
ingredients  that  discerning  investors  seek  from a core  holding.  Its  twin
objectives serve those seeking  attractive  total returns,  and its global reach
means those objectives can be pursued wherever  opportunity arises. Gina Despres
succinctly  refers to the fund and its objectives as "an all-weather  investment
philosophy with international diversification."

Over the long  term,  the fund has  consistently  topped its  benchmark  and the
average  returns of its peers, as shown in the results table on page 1. While we
cannot promise that will always be the case, we can assure  shareholders that we
strive  for above  average  results  with  every  investment  decision  we make.
Moreover,  decades of investment experience have taught us that it takes quality
ingredients to produce consistently superior results.

[Begin Sidebar]
DIVIDEND YIELDS FOR WORLD MARKETS

As shown in the table  below,  dividend  yields  for many of the  world's  stock
markets  are higher  than that of the United  States,  making  overseas  markets
fertile ground for pursuing the fund's income objective.

[photo of vegetables on a table]


                                                     
                                                        Dividend yields

MSCI WORLD INDEX                                             2.1%

EUROPE
         Austria                                             1.4
         Belgium                                             3.3
         Denmark                                             2.2
         Finland                                             3.4
         France                                              3.2
         Germany                                             2.0
         Greece                                              2.8
         Ireland                                             2.5
         Italy                                               3.4
         Netherlands                                         3.6
         Norway                                              2.7
         Portugal                                            2.9
         Spain                                               3.0
         Sweden                                              2.1
         Switzerland                                         1.7
         United Kingdom                                      3.3

FAR EAST
         Hong Kong                                           2.8
         Japan                                               1.1
         Singapore                                           2.3

PACIFIC
         Australia                                           3.8
         New Zealand                                         4.2

NORTH AMERICA
         Canada                                              1.7
         United States                                       1.7

Source: MSCI Country Index yields as of 11/30/04

MSCI DEFINITION OF YIELD
Annualized  dividend  per share  divided  by price.  Yields  are  gross,  before
withholding tax, and take into account special tax credits when applicable.  The
gross yield of French  companies  takes into account  special tax  credits.  For
Singapore companies, yield is based on net dividend, after corporate tax.
[End Sidebar]


SUMMARY INVESTMENT PORTFOLIO, November 30, 2004

Beginning with this report, a summary portfolio, approved under rules adopted by
the  Securities  and Exchange  Commission  this year,  will replace the complete
listing of portfolio holdings used in previous shareholder reports. This summary
portfolio is designed to streamline the report and help  investors  better focus
on a fund's  principal  holdings.  The schedule  includes  each of the fund's 50
largest  holdings and investments of any issuer for which the total value of all
holdings in that issuer exceeds 1% of the fund's net assets. A complete schedule
of portfolio  holdings is available  upon  request,  free of charge,  by calling
American Funds Service Company at 800/421-0180 or accessing the U.S.  Securities
and Exchange Commission website at www.sec.gov.


[begin pie chart]
                                                        PERCENT
                                                         OF NET
INDUSTRY SECTOR DIVERSIFICATION                          ASSETS

Financials                                                17.36 %
Consumer Discretionary                                    10.47
Consumer Staples                                           9.85
Telecommunication Services                                 9.69
Materials                                                  8.67
Convertible securities                                     1.80
Bonds & notes                                               .63
Cash & equivalents                                        10.60
Other industries                                          30.93
[end pie chart]



                                                                                                              
                                                                                       Shares           Market         Percent
                                                                                                         value          of net
COMMON STOCKS  - 86.97%                                                                                  (000)          assets

FINANCIALS  - 17.36%
HSBC Holdings PLC (United Kingdom)                                                 17,588,049       $  299,488
HSBC Holdings PLC (Hong Kong)                                                       2,749,236           47,028           1.12%
Lloyds TSB Group PLC                                                               33,015,000          265,788             .86
Societe Generale                                                                    2,560,000          247,098             .80
ING Groep NV                                                                        8,771,575          241,236             .78
Fortis                                                                              9,084,100          239,452             .78
Bank Austria Creditanstalt                                                          2,517,406          214,056             .69
J.P. Morgan Chase & Co.                                                             5,300,000          199,545             .65
ABN AMRO Holding NV                                                                 7,058,458          173,303             .56
Shinhan Financial Group Co., Ltd.                                                   8,155,100          170,806             .55
Other securities                                                                                     3,261,516           10.57
                                                                                                     5,359,316           17.36

CONSUMER DISCRETIONARY  - 10.47%
Continental AG                                                                      4,404,650          268,315             .87
Daito Trust Construction Co., Ltd.                                                  4,596,700          207,886             .68
Toyota Motor Corp.                                                                  4,500,000          168,575             .55
Yamada Denki Co., Ltd.                                                              3,766,000          161,546             .52
Other securities                                                                                     2,424,085            7.85
                                                                                                     3,230,407           10.47

CONSUMER STAPLES  - 9.85%
Altria Group, Inc.                                                                 10,257,000          589,675            1.91
Unilever NV                                                                         2,525,000          158,712
Unilever NV (New York registered)                                                   2,478,000          156,114            1.02
Diageo PLC                                                                         22,350,000          312,660            1.01
Nestle SA                                                                             933,000          239,577             .78
Imperial Tobacco Group PLC                                                          7,191,413          187,324             .61
Foster's Group Ltd.                                                                44,635,814          186,198             .60
Other securities                                                                                     1,209,076            3.92
                                                                                                     3,039,336            9.85

TELECOMMUNICATION SERVICES  - 9.69%
Vodafone Group PLC                                                                156,000,000          423,347            1.37
France Telecom, SA                                                                  9,516,000          298,753             .97
Chunghwa Telecom Co., Ltd.                                                         64,829,000          128,853
Chunghwa Telecom Co., Ltd. (ADR)                                                    4,335,000           90,385             .71
Portugal Telecom, SGPS, SA                                                         16,803,550          198,694             .65
Telekom Austria AG                                                                  8,949,197          152,191             .49
Other securities                                                                                     1,698,165            5.50
                                                                                                     2,990,388            9.69

MATERIALS  - 8.67%
Barrick Gold Corp.                                                                  9,449,100          232,353             .75
Dow Chemical Co.                                                                    4,250,000          214,497             .69
Cia. Vale do Rio Doce, preferred nominative, Class A                                9,854,400          202,661             .66
BASF AG                                                                             2,840,000          191,076             .62
AngloGold Ashanti Ltd.                                                              4,650,000          187,437             .61
Other securities                                                                                     1,649,434            5.34
                                                                                                     2,677,458            8.67

ENERGY  - 7.20%
"Shell" Transport and Trading Co., PLC                                             37,390,000          314,407
"Shell" Transport and Trading Co., PLC (ADR) (New York registered)                  1,325,000           67,071
Royal Dutch Petroleum Co. (New York registered)                                     3,280,000          187,813
Royal Dutch Petroleum Co.                                                             887,000           50,792            2.01
TOTAL SA                                                                              940,000          205,691             .66
ENI SpA                                                                             6,415,000          157,402             .51
Husky Energy Inc.                                                                   5,165,000          150,684             .49
Other securities                                                                                     1,090,179            3.53
                                                                                                     2,224,039            7.20

HEALTH CARE  - 5.76%
Novo Nordisk A/S, Class B                                                           4,966,000          263,823             .85
AstraZeneca PLC (Sweden)                                                            6,399,800          251,859             .82
Sanofi-Aventis                                                                      3,204,900          241,217             .78
Fresenius Medical Care AG                                                           2,050,000          159,877             .52
Other securities                                                                                       862,408            2.79
                                                                                                     1,779,184            5.76

INDUSTRIALS  - 4.50%
Sandvik AB                                                                          6,162,500          249,397             .81
Wesfarmers Ltd.                                                                     6,435,000          189,894             .61
Other securities                                                                                       950,451            3.08
                                                                                                     1,389,742            4.50

UTILITIES  - 4.31%
E.ON AG                                                                             2,970,714          249,957             .81
Scottish Power PLC                                                                 25,760,000          190,274             .62
Gas Natural SDG, SA                                                                 6,344,500          181,230             .59
Other securities                                                                                       708,498            2.29
                                                                                                     1,329,959            4.31

OTHER - 4.34%                                                                                        1,339,028            4.34


MISCELLANEOUS  -  4.82%
Other common stocks in initial period of acquisition                                                 1,487,375            4.82


TOTAL COMMON STOCKS (cost: $20,669,690,000)                                                         26,846,232           86.97



                                                                                                        Market         Percent
                                                                                                         value          of net
CONVERTIBLE SECURITIES  - 1.80%                                                                          (000)          assets

Total convertible securities (cost: $503,271,000)                                                      556,037            1.80



                                                                                                        Market         Percent
                                                                                                         value          of net
BONDS AND NOTES  - 0.63%                                                                                 (000)          assets

Total bonds and notes (cost: $176,061,000)                                                             195,856             .63



                                                                                    Principal           Market         Percent
                                                                                       amount            value          of net
SHORT-TERM SECURITIES  - 10.35%                                                         (000)            (000)          assets


Danske Corp. 1.85%-2.24% due 12/9/2004-1/31/2005                                    $ 150,000          149,714             .49
Sheffield Receivables Corp. 2.02%-2.17% due 12/8/2004-1/24/2005 (1)                   150,000          149,695             .49
Spintab AB (Swedmortgage) 1.87%-2.27% due 12/15/2004-1/31/2005                        150,000          149,657             .48
Dexia Delaware LLC 1.955%-2.205% due 12/29/2004-1/28/2005                             150,000          149,589             .48
HBOS Treasury Services PLC 2.05%-2.33% due 1/10-2/28/2005                             150,000          149,407             .48
Barton Capital Corp. 1.98%-2.13% due 12/10/2004-1/19/2005 (1)                         100,000           99,774
Societe Generale North America Inc. 1.93% due 12/28/2004                               26,100           26,060             .41
HSBC USA Inc. 1.825%-2.09% due 12/15/2004-1/10/2005                                    75,000           74,899             .24
Shell Finance (U.K.) PLC 2.20% due 2/2/2005                                            30,000           29,881             .10
Other securities                                                                                     2,215,661            7.18

TOTAL SHORT-TERM SECURITIES (cost: $3,194,550,000)                                                   3,194,337           10.35


TOTAL INVESTMENT SECURITIES (cost: $24,543,572,000)                                                 30,792,462           99.75
Other assets less liabilities                                                                           76,486             .25

NET ASSETS                                                                                         $30,868,948         100.00%


Miscellaneous securities include holdings in their initial period of acquisition
that have not previously been publicly disclosed.
"Other securities" includes all issues that are not required to be disclosed in
the summary investment portfolio.


INVESTMENTS IN AFFILIATES

A company is  considered  to be an  affiliate  of the fund under the  Investment
Company Act of 1940 if the fund's holdings in that company  represent 5% or more
of the outstanding voting shares of that company. The market value of the fund's
holdings in affiliated  companies is included in "Other  securities" under their
respective  industry  sectors in the  preceding  summary  investment  portfolio.
Further details on these holdings and related transactions during the year ended
November 30, 2004 appear below.


                                                                                                         
                                                                                                           Dividend         Market
Company                                          Beginning     Purchases       Sales          Ending         income          value
                                                    shares                                    shares          (000)          (000)
Asahi Diamond Industrial Co., Ltd.               3,950,000             -           -       3,950,000          $424         $21,429


(1) Purchased in a private placement transaction; resale may be limited to
    qualified institutional buyers; resale to the public may require
    registration. The total value of all such restricted securities, including
    those included in "Other securities" in the summary investment portfolio,
    was $1,197,610,000, which  represented 3.88% of the net assets of the fund.

ADR = American Depositary Receipts

See Notes to Financial Statements


FINANCIAL STATEMENTS

Statement of assets and liabilities
at November 30, 2004                          (dollars and shares in thousands,
                                                      except per-share amounts)

                                                                                                                
ASSETS:
 Investment securities at market:
  Unaffiliated issuers (cost: $24,522,477)                                               $30,771,033
  Affiliated issuers (cost: $21,095)                                                          21,429                  $30,792,462
 Cash denominated in non-U.S. currencies
  (cost: $5,522)                                                                                                            5,822
 Cash                                                                                                                         194
 Receivables for:
  Sales of investments                                                                        44,337
  Sales of fund's shares                                                                     122,876
  Dividends and interest                                                                      59,504
  Other                                                                                          466                      227,183
                                                                                                                       31,025,661
LIABILITIES:
 Payables for:
  Purchases of investments                                                                   112,644
  Repurchases of fund's shares                                                                15,667
  Investment advisory services                                                                 9,191
  Services provided by affiliates                                                             15,235
  Deferred Directors' compensation                                                               742
  Other fees and expenses                                                                      3,234                      156,713
NET ASSETS AT NOVEMBER 30, 2004                                                                                       $30,868,948

NET ASSETS CONSIST OF:
 Capital paid in on shares of capital stock                                                                           $23,584,628
 Undistributed net investment income                                                                                      304,176
 Undistributed net realized gain                                                                                          732,463
 Net unrealized appreciation                                                                                            6,247,681
NET ASSETS AT NOVEMBER 30, 2004                                                                                       $30,868,948


Total authorized capital stock - 1,000,000 shares, $.01 par value (914,107 total
shares outstanding)


                                                                                                       
                                                                                                                Net asset value
                                                                 Net assets         Shares outstanding            per share (1)

Class A                                                        $ 25,137,264                    743,762                  $ 33.80
Class B                                                           1,264,875                     37,609                    33.63
Class C                                                           1,835,859                     54,730                    33.54
Class F                                                           1,242,907                     36,825                    33.75
Class 529-A                                                         271,768                      8,053                    33.75
Class 529-B                                                          44,274                      1,316                    33.64
Class 529-C                                                          79,988                      2,378                    33.63
Class 529-E                                                          14,455                        429                    33.71
Class 529-F                                                           5,640                        167                    33.75
Class R-1                                                            17,013                        506                    33.63
Class R-2                                                           200,908                      5,988                    33.55
Class R-3                                                           284,911                      8,462                    33.67
Class R-4                                                           182,195                      5,397                    33.76
Class R-5                                                           286,891                      8,485                    33.81


(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 $35.86 and $35.81,
    respectively.

See Notes to Financial Statements


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

                                                                                                              
INVESTMENT INCOME:
 Income:
  Dividends (net of non-U.S. withholding
            tax of $47,671; also includes
            $424 from affiliates)                                                           $582,278
  Interest (net of non-U.S. withholding
            tax of $111)                                                                     130,961                $713,239


 Fees and expenses:
  Investment advisory services                                                                94,017
  Distribution services                                                                       72,385
  Transfer agent services                                                                     18,614
  Administrative services                                                                      5,925
  Reports to shareholders                                                                        701
  Registration statement and prospectus                                                        1,242
  Postage, stationery and supplies                                                             1,716
  Directors' compensation                                                                        389
  Auditing and legal                                                                             209
  Custodian                                                                                    6,025
  State and local taxes                                                                          184
  Other                                                                                          153
  Total expenses before reimbursement/waiver                                                 201,560
   Reimbursement/waiver of expenses                                                            1,874                 199,686
 Net investment income                                                                                               513,553

NET REALIZED GAIN AND UNREALIZED
 APPRECIATION ON INVESTMENTS
 AND NON-U.S. CURRENCY:
 Net realized gain (loss) on:
  Investments                                                                              1,005,767
  Non-U.S. currency transactions                                                                (770)              1,004,997
 Net unrealized appreciation on:
  Investments                                                                              3,218,531
  Non-U.S. currency translations                                                                 459               3,218,990
   Net realized gain and
    unrealized appreciation
    on investments and non-U.S. currency                                                                           4,223,987
NET INCREASE IN NET ASSETS RESULTING
 FROM OPERATIONS                                                                                                  $4,737,540


See Notes to Financial Statements




STATEMENT OF CHANGES IN NET ASSETS                      (dollars in thousands)

                                                                                          Year ended              Year ended
                                                                                        November 30,            November 30,
                                                                                                2004                    2003
OPERATIONS:
 Net investment income                                                                      $513,553                $322,900
 Net realized gain on investments and
  non-U.S. currency transactions                                                           1,004,997                 236,987
 Net unrealized appreciation
  on investments and non-U.S. currency translations                                        3,218,990               2,768,342
  Net increase in net assets
   resulting from operations                                                               4,737,540               3,328,229

DIVIDENDS AND DISTRIBUTIONS PAID TO
 SHAREHOLDERS:
 Dividends from net investment income and currency gains                                    (525,779)               (272,642)
 Distributions from net realized gain
  on investments                                                                            (174,979)                      -
   Total dividends and distributions paid
    to shareholders                                                                         (700,758)               (272,642)

CAPITAL SHARE TRANSACTIONS                                                                10,088,401               3,020,303

TOTAL INCREASE IN NET ASSETS                                                              14,125,183               6,075,890

NET ASSETS:
 Beginning of year                                                                        16,743,765              10,667,875
 End of year (including undistributed
  net investment income: $304,176 and $72,260,
  respectively)                                                                          $30,868,948             $16,743,765


See Notes to Financial Statements



NOTES TO FINANCIAL STATEMENTS

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION  - Capital  World  Growth and Income  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  capital growth while
providing current income.

The fund offers 14 share classes  consisting of four retail share classes,  five
CollegeAmerica(R)  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:


                                                                      
- ---------------------------------------------------------------------------------------------------------
      Share class       Initial sales charge Contingent deferred sales         Conversion feature
                                               charge upon redemption
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
  Classes A and 529-A       Up to 5.75%         None (except 1% for                   None
                                                certain redemptions
                                                 within one year of
                                                purchase without an
                                               initial sales charge)
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
  Classes B and 529-B           None          Declines from 5% to zero   Classes B and 529-B convert to
                                               for redemptions within         classes A and 529-A,
                                               six years of purchase    respectively, after eight years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
        Class C                 None         1% for redemptions within    Class C converts to Class F
                                                one year of purchase             after 10 years
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
      Class 529-C               None         1% for redemptions within                None
                                                one 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  proceeds.  Each share class has identical voting rights, except for
the exclusive right to vote on matters  affecting only its class.  Share classes
have different fees and expenses ("class-specific fees and expenses"), primarily
due to different  arrangements for distribution,  administrative and shareholder
services.  Differences  in  class-specific  fees and  expenses  will  result  in
differences in net investment  income and,  therefore,  the payment of different
per-share dividends by each class.

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

          SECURITY  VALUATION  - Equity  securities  are valued at the  official
          closing  price of, or the last reported sale price on, the exchange or
          market  on  which  such  securities  are  traded,  as of the  close of
          business on the day the  securities  are being valued or,  lacking any
          sales,  at the last available bid price.  Prices for each security are
          taken  from the  principal  exchange  or market in which the  security
          trades.  Fixed-income securities are valued at prices obtained from an
          independent pricing service, when such prices are available.  However,
          where the investment  adviser deems it  appropriate,  such  securities
          will be valued at the mean quoted bid and asked prices (or bid prices,
          if asked  prices are not  available)  or at prices for  securities  of
          comparable   maturity,   quality  and  type.   Securities   with  both
          fixed-income and equity  characteristics  or equity  securities traded
          principally  among  fixed-income  dealers,  are  valued in the  manner
          described  above  for  either  equity  or   fixed-income   securities,
          depending on which method is deemed most appropriate by the investment
          adviser.  Short-term  securities  purchased within 60 days to maturity
          are valued at amortized cost,  which  approximates  market value.  The
          value of short-term  securities purchased with greater than 60 days to
          maturity  with 60 days or less  remaining  to maturity  is  determined
          based on the market  value on the 61st day. 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
          representative  quoted  bid and  asked  prices.  Securities  and other
          assets for which  representative  market  quotations  are not  readily
          available are fair valued as determined in good faith under procedures
          adopted by authority of the fund's Board of Directors. Various factors
          may be  reviewed  in order  to make a good  faith  determination  of a
          security's fair value. These factors include,  but are not limited to,
          the type and cost of the security;  contractual or legal  restrictions
          on resale of the security; relevant financial or business developments
          of  the  issuer;   actively  traded  similar  or  related  securities;
          conversion  or  exchange  rights on the  security;  related  corporate
          actions;  and changes in overall  market  conditions.  If events occur
          that materially affect the value of securities  (particularly non-U.S.
          securities)  between the close of trading in those  securities and the
          close  of  regular  trading  on  the  New  York  Stock  Exchange,  the
          securities are fair valued.

          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.  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.

CollegeAmerica  is a  registered  trademark  of  the  Virginia  College  Savings
Plan./sm/

          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  November  30,  2004,  non-U.S.  taxes  paid on
realized  gains were  $12,951,000.  As of  November  30,  2004,  non-U.S.  taxes
provided on unrealized gains were $2,531,000.

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  certain  securities  within  30 days of  purchase;
unrealized appreciation of certain investments in non-U.S. securities;  deferred
expenses;  and  amortization  of premiums.  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 November 30, 2004,  the cost of
investment securities for federal income tax purposes was $24,600,921,000.

During the year ended November 30, 2004, the fund reclassified $244,263,000 from
undistributed  net realized gains to undistributed  net investment  income,  and
$121,000 from net  investment  income and  $25,691,000  from  undistributed  net
realized gains to additional  paid-in capital to align financial  reporting with
tax reporting.

As of November 30, 2004, the components of distributable earnings on a tax basis
were as follows (dollars in thousands):


                                                                                                         
Undistributed net investment income and currency gains                                                       $359,463
Undistributed long-term capital gains                                                                         735,290
Gross unrealized appreciation on investment securities                                                      6,552,030
Gross unrealized depreciation on investment securities                                                       (360,489)
Net unrealized appreciation on investment securities                                                        6,191,541


During the year ended November 30, 2004,  the fund  realized,  on a tax basis, a
net capital gain of $761,671,000.

The tax character of distributions  paid to shareholders was as follows (dollars
in thousands):


                                                                                                      
YEAR ENDED NOVEMBER 30, 2004
                                               Distributions from ordinary income
                                  Net investment income                                     Distributions from                Total
Share class                              currency gains    Short-term capital gains    long-term capital gains   distributions paid
Class A                                       $ 456,755                    $ 39,669                  $ 113,264            $ 609,688
Class B                                          14,515                       1,491                      4,257               20,263
Class C                                          19,082                       1,751                      4,999               25,832
Class F                                          18,277                       1,305                      3,727               23,309
Class 529-A                                       3,920                         256                        731                4,907
Class 529-B                                         443                          48                        139                  630
Class 529-C                                         797                          82                        236                1,115
Class 529-E                                         183                          14                         40                  237
Class 529-F                                          73                           4                         11                   88
Class R-1                                           164                          14                         39                  217
Class R-2                                         1,979                         160                        456                2,595
Class R-3                                         3,248                         220                        627                4,095
Class R-4                                         1,911                          72                        204                2,187
Class R-5                                         4,432                         302                        861                5,595
Total                                         $ 525,779                    $ 45,388                  $ 129,591            $ 700,758


YEAR ENDED NOVEMBER 30, 2003
                                               Distributions from ordinary income
                                  Net investment income                                     Distributions from               Total
Share class                          and currency gains    Short-term capital gains    long-term capital gains  distributions paid
Class A                                       $ 254,064                         $ -                        $ -           $ 254,064
Class B                                           4,808                           -                          -               4,808
Class C                                           4,321                           -                          -               4,321
Class F                                           5,139                           -                          -               5,139
Class 529-A                                       1,080                           -                          -               1,080
Class 529-B                                         138                           -                          -                 138
Class 529-C                                         225                           -                          -                 225
Class 529-E                                          49                           -                          -                  49
Class 529-F                                          16                           -                          -                  16
Class R-1                                            27                           -                          -                  27
Class R-2                                           421                           -                          -                 421
Class R-3                                           512                           -                          -                 512
Class R-4                                           146                           -                          -                 146
Class R-5                                         1,696                           -                          -               1,696
Total                                         $ 272,642                         $ -                        $ -           $ 272,642



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  provided  for monthly  fees accrued  daily.  At the  beginning of the
period,  these fees were based on a declining  series of annual rates  beginning
with  0.600% on the first $500  million of daily net  assets and  decreasing  to
0.385% on such assets in excess of $17 billion.  The Board of Directors approved
an amended agreement effective November 1, 2004,  continuing the series of rates
to include  additional  annual  rates of 0.380% on daily net assets in excess of
$21 billion but not  exceeding  $27 billion,  0.375% on such assets in excess of
$27 billion but not  exceeding  $34 billion,  0.370% on such assets in excess of
$34 billion but not exceeding $44 billion and 0.365% on such assets in excess of
$44  billion.  Effective  February 1, 2004,  CRMC  reduced  investment  advisory
services fees to the rates provided by the amended agreement.  CRMC also reduced
investment advisory services fees by an additional $1,367,000.  As a result, for
the year ended  November 30, 2004, the fee shown on the  accompanying  financial
statements of $94,017,000, which was equivalent to an annualized rate of 0.402%,
was reduced by $1,474,000 to $92,543,000, or 0.395% 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.  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 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
          November  30, 2004,  there were no  unreimbursed  expenses  subject to
          reimbursement for classes A or 529-A.


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

          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 year ended November
          30, 2004,  CRMC agreed to pay a portion of these fees for classes R-1,
          R-2 and R-3. For the year ended November 30, 2004, the total fees paid
          by CRMC were $2,000,  $397,000 and $1,000 for Class R-1, Class R-2 and
          Class R-3,  respectively.  Administrative  services fees are presented
          gross of any payments made by CRMC. 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.

          Expenses under the  agreements  described on the previous page for the
          year ended November 30, 2004, were as follows (dollars in thousands):

         
                                                                                      
         --------------------------------------------------------------------------------------------------------------
           Share class    Distribution    Transfer agent                     Administrative services
                            services         services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
                                                                  CRMC          Transfer agent      Commonwealth of
                                                             administrative        services             Virginia
                                                                services                             administrative
                                                                                                        services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class A         $45,982          $17,649        Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class B          8,936             965          Not applicable     Not applicable       Not applicable
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class C          12,121         Included            $1,818              $285            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
             Class F          2,063          Included             1,238               135            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-A         262           Included              267                 25                $ 178
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-B         305           Included              46                  16                  31
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-C         544           Included              82                  21                  54
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-E          48           Included              14                  1                   10
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
           Class 529-F          9            Included               5                  1                    3
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-1          104           Included              16                  8             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-2          926           Included              185                726            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-3          853           Included              256                177            Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-4          232           Included              139                 8             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
            Class R-5    Not applicable      Included              175                 5             Not applicable
                                                in
                                          administrative
                                             services
         --------------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------------
              Total          $72,385          $18,614            $4,241             $1,408                $276
         --------------------------------------------------------------------------------------------------------------
         


          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 share 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  $269,000 in current fees (either paid in cash or
          deferred)  and a net increase of $120,000 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):


                                                                                                              
                                                                                                            Reinvestments of
Share class                                                             Sales(1)                     dividends and distributions
                                                                 Amount          Shares                Amount            Shares
Year ended November 30, 2004
Class A                                                     $ 8,021,373         260,909             $ 577,069            19,368
Class B                                                         610,421          19,944                19,572               659
Class C                                                       1,089,541          35,628                24,563               827
Class F                                                         726,908          23,572                20,887               700
Class 529-A                                                     148,325           4,838                 4,906               164
Class 529-B                                                      21,250             696                   630                21
Class 529-C                                                      42,859           1,403                 1,115                38
Class 529-E                                                       7,786             253                   236                 8
Class 529-F                                                       3,713             121                    88                 3
Class R-1                                                        11,722             381                   217                 8
Class R-2                                                       139,249           4,560                 2,593                87
Class R-3                                                       208,769           6,826                 4,023               135
Class R-4                                                       157,343           5,119                 2,187                72
Class R-5                                                       163,934           5,299                 4,798               161
Total net increase
   (decrease)                                              $ 11,353,193         369,549             $ 662,884            22,251

Year ended November 30, 2003
Class A                                                     $ 3,476,313         140,934             $ 237,800            10,000
Class B                                                         259,243          10,380                 4,639               194
Class C                                                         418,374          16,667                 4,056               169
Class F                                                         433,428          17,892                 4,586               190
Class 529-A                                                      50,028           2,023                 1,080                45
Class 529-B                                                       9,652             396                   138                 6
Class 529-C                                                      16,305             665                   225                 9
Class 529-E                                                       3,123             128                    49                 2
Class 529-F                                                       1,100              46                    16                 1
Class R-1                                                         4,397             180                    27                 1
Class R-2                                                        49,218           2,044                   421                17
Class R-3                                                        69,964           2,827                   511                21
Class R-4                                                        24,692             964                   145                 6
Class R-5                                                        41,012           1,628                 1,282                53
Total net increase
   (decrease)                                               $ 4,856,849         196,774             $ 254,975            10,714




Share class                                                          Repurchases(1)                           Net increase
                                                                 Amount          Shares                Amount            Shares
Year ended November 30, 2004
Class A                                                    $ (1,538,478)        (50,257)          $ 7,059,964           230,020
Class B                                                         (55,630)         (1,824)              574,363            18,779
Class C                                                        (101,576)         (3,337)            1,012,528            33,118
Class F                                                        (118,713)         (3,881)              629,082            20,391
Class 529-A                                                      (5,639)           (183)              147,592             4,819
Class 529-B                                                        (601)            (20)               21,279               697
Class 529-C                                                      (2,680)            (88)               41,294             1,353
Class 529-E                                                        (308)            (10)                7,714               251
Class 529-F                                                        (270)             (9)                3,531               115
Class R-1                                                        (1,721)            (57)               10,218               332
Class R-2                                                       (20,563)           (674)              121,279             3,973
Class R-3                                                       (35,973)         (1,178)              176,819             5,783
Class R-4                                                       (20,264)           (657)              139,266             4,534
Class R-5                                                       (25,260)           (828)              143,472             4,632
Total net increase
   (decrease)                                              $ (1,927,676)        (63,003)         $ 10,088,401           328,797

Year ended November 30, 2003
Class A                                                    $ (1,776,963)        (76,452)          $ 1,937,150            74,482
Class B                                                         (32,120)         (1,375)              231,762             9,199
Class C                                                         (71,149)         (3,097)              351,281            13,739
Class F                                                        (185,371)         (8,093)              252,643             9,989
Class 529-A                                                      (1,204)            (51)               49,904             2,017
Class 529-B                                                        (166)             (7)                9,624               395
Class 529-C                                                        (336)            (14)               16,194               660
Class 529-E                                                         (92)             (4)                3,080               126
Class 529-F                                                          -*              (1)                1,116                46
Class R-1                                                          (341)            (13)                4,083               168
Class R-2                                                        (6,714)           (281)               42,925             1,780
Class R-3                                                        (9,216)           (382)               61,259             2,466
Class R-4                                                        (4,158)           (175)               20,679               795
Class R-5                                                        (3,691)           (152)               38,603             1,529
Total net increase
   (decrease)                                              $ (2,091,521)        (90,097)          $ 3,020,303           117,391


* Amount less than one thousand.
(1) Includes exchanges between share classes of the fund.


6.       INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES

The fund made purchases and sales of investment securities, excluding short-term
securities, of $13,207,918,000 and $4,453,132,000, respectively, during the year
ended November 30, 2004.

The fund  receives  a  reduction  in its  custodian  fee equal to the  amount of
interest calculated on certain cash balances held at the custodian bank. For the
year ended November 30, 2004, the custodian fee of $6,025,000  included  $20,000
that was offset by this reduction, rather than paid in cash.


FINANCIAL HIGHLIGHTS (1)

                                                                                                             
                                                                                     Income (loss) from investment operations(2)
                                                                                                              Net
                                                                    Net asset                       gains (losses)
                                                                       value,             Net       on securities        Total from
                                                                    beginning      investment      (both realized        investment
                                                                    of period          income      and unrealized)       operations
Class A:
 Year ended 11/30/2004                                                 $28.62            $.70               $5.50             $6.20
 Year ended 11/30/2003                                                  22.80             .65                5.73              6.38
 Year ended 11/30/2002                                                  24.29             .52               (1.53)            (1.01)
 Year ended 11/30/2001                                                  28.29             .53                (.90)             (.37)
 Year ended 11/30/2000                                                  29.03             .62                1.20              1.82
Class B:
 Year ended 11/30/2004                                                  28.50             .46                5.47              5.93
 Year ended 11/30/2003                                                  22.72             .45                5.72              6.17
 Year ended 11/30/2002                                                  24.21             .27               (1.45)            (1.18)
 Year ended 11/30/2001                                                  28.21             .31                (.87)             (.56)
 Period from 3/15/2000 to 11/30/2000                                    29.57             .32               (1.41)            (1.09)
Class C:
 Year ended 11/30/2004                                                  28.43             .45                5.45              5.90
 Year ended 11/30/2003                                                  22.68             .42                5.71              6.13
 Year ended 11/30/2002                                                  24.18             .20               (1.40)            (1.20)
 Period from 3/15/2001 to 11/30/2001                                    25.35             .12               (1.15)            (1.03)
Class F:
 Year ended 11/30/2004                                                  28.59             .68                5.48              6.16
 Year ended 11/30/2003                                                  22.78             .61                5.75              6.36
 Year ended 11/30/2002                                                  24.27             .31               (1.34)            (1.03)
 Period from 3/15/2001 to 11/30/2001                                    25.40             .27               (1.15)             (.88)
Class 529-A:
 Year ended 11/30/2004                                                  28.59             .68                5.48              6.16
 Year ended 11/30/2003                                                  22.78             .63                5.73              6.36
 Period from 2/15/2002 to 11/30/2002                                    24.29             .36               (1.47)            (1.11)
Class 529-B:
 Year ended 11/30/2004                                                  28.51             .40                5.48              5.88
 Year ended 11/30/2003                                                  22.74             .40                5.73              6.13
 Period from 2/21/2002 to 11/30/2002                                    23.96             .23               (1.13)             (.90)
Class 529-C:
 Year ended 11/30/2004                                                  28.50             .41                5.47              5.88
 Year ended 11/30/2003                                                  22.74             .41                5.71              6.12
 Period from 2/22/2002 to 11/30/2002                                    23.98             .23               (1.15)             (.92)
Class 529-E:
 Year ended 11/30/2004                                                  28.56             .57                5.48              6.05
 Year ended 11/30/2003                                                  22.77             .54                5.73              6.27
 Period from 3/4/2002 to 11/30/2002                                     25.12             .31               (2.28)            (1.97)
Class 529-F:
 Year ended 11/30/2004                                                  28.59             .65                5.49              6.14
 Year ended 11/30/2003                                                  22.80             .61                5.72              6.33
 Period from 9/17/2002 to 11/30/2002                                    21.79             .08                1.07              1.15




FINANCIAL HIGHLIGHTS (1)                                            (continued)

                                                                                     Income (loss) from investment operations(2)
                                                                                                             Net
                                                                    Net asset                       gains(losses)
                                                                       value,             Net       on securities        Total from
                                                                    beginning      investment      (both realized        investment
                                                                    of period          income      and unrealized)       operations
Class R-1:
 Year ended 11/30/2004                                                 $28.50            $.44               $5.48             $5.92
 Year ended 11/30/2003                                                  22.75             .38                5.77              6.15
 Period from 6/7/2002 to 11/30/2002                                     25.08             .14               (2.37)            (2.23)
Class R-2:
 Year ended 11/30/2004                                                  28.45             .45                5.45              5.90
 Year ended 11/30/2003                                                  22.73             .43                5.71              6.14
 Period from 6/7/2002 to 11/30/2002                                     25.08             .13               (2.35)            (2.22)
Class R-3:
 Year ended 11/30/2004                                                  28.53             .57                5.47              6.04
 Year ended 11/30/2003                                                  22.77             .50                5.75              6.25
 Period from 6/6/2002 to 11/30/2002                                     25.42             .17               (2.52)            (2.35)
Class R-4:
 Year ended 11/30/2004                                                  28.60             .68                5.49              6.17
 Year ended 11/30/2003                                                  22.81             .55                5.80              6.35
 Period from 6/27/2002 to 11/30/2002                                    23.78             .20               (1.02)             (.82)
Class R-5:
 Year ended 11/30/2004                                                  28.63             .76                5.51              6.27
 Year ended 11/30/2003                                                  22.81             .70                5.74              6.44
 Period from 5/15/2002 to 11/30/2002                                    26.11             .30               (3.27)            (2.97)




FINANCIAL HIGHLIGHTS (1)

                                                                                Dividends and distributions

                                                                     Dividends
                                                                     (from net   Distributions               Total        Net asset
                                                                    investment   (from capital       dividends and       value, end
                                                                       income)          gains)       distributions        of period
Class A:
 Year ended 11/30/2004                                                  $(.73)          $(.29)             $(1.02)           $33.80
 Year ended 11/30/2003                                                   (.56)              -                (.56)            28.62
 Year ended 11/30/2002                                                   (.48)              -                (.48)            22.80
 Year ended 11/30/2001                                                   (.50)          (3.13)              (3.63)            24.29
 Year ended 11/30/2000                                                   (.58)          (1.98)              (2.56)            28.29
Class B:
 Year ended 11/30/2004                                                   (.51)           (.29)               (.80)            33.63
 Year ended 11/30/2003                                                   (.39)              -                (.39)            28.50
 Year ended 11/30/2002                                                   (.31)              -                (.31)            22.72
 Year ended 11/30/2001                                                   (.31)          (3.13)              (3.44)            24.21
 Period from 3/15/2000 to 11/30/2000                                     (.27)              -                (.27)            28.21
Class C:
 Year ended 11/30/2004                                                   (.50)           (.29)               (.79)            33.54
 Year ended 11/30/2003                                                   (.38)              -                (.38)            28.43
 Year ended 11/30/2002                                                   (.30)              -                (.30)            22.68
 Period from 3/15/2001 to 11/30/2001                                     (.14)              -                (.14)            24.18
Class F:
 Year ended 11/30/2004                                                   (.71)           (.29)              (1.00)            33.75
 Year ended 11/30/2003                                                   (.55)              -                (.55)            28.59
 Year ended 11/30/2002                                                   (.46)              -                (.46)            22.78
 Period from 3/15/2001 to 11/30/2001                                     (.25)              -                (.25)            24.27
Class 529-A:
 Year ended 11/30/2004                                                   (.71)           (.29)              (1.00)            33.75
 Year ended 11/30/2003                                                   (.55)              -                (.55)            28.59
 Period from 2/15/2002 to 11/30/2002                                     (.40)              -                (.40)            22.78
Class 529-B:
 Year ended 11/30/2004                                                   (.46)           (.29)               (.75)            33.64
 Year ended 11/30/2003                                                   (.36)              -                (.36)            28.51
 Period from 2/21/2002 to 11/30/2002                                     (.32)              -                (.32)            22.74
Class 529-C:
 Year ended 11/30/2004                                                   (.46)           (.29)               (.75)            33.63
 Year ended 11/30/2003                                                   (.36)              -                (.36)            28.50
 Period from 2/22/2002 to 11/30/2002                                     (.32)              -                (.32)            22.74
Class 529-E:
 Year ended 11/30/2004                                                   (.61)           (.29)               (.90)            33.71
 Year ended 11/30/2003                                                   (.48)              -                (.48)            28.56
 Period from 3/4/2002 to 11/30/2002                                      (.38)              -                (.38)            22.77
Class 529-F:
 Year ended 11/30/2004                                                   (.69)           (.29)               (.98)            33.75
 Year ended 11/30/2003                                                   (.54)              -                (.54)            28.59
 Period from 9/17/2002 to 11/30/2002                                     (.14)              -                (.14)            22.80




FINANCIAL HIGHLIGHTS (1)                                            (continued)

                                                                                Dividends and distributions

                                                                    Dividends
                                                                    (from net    Distributions               Total        Net asset
                                                                   investment    (from capital       dividends and       value, end
                                                                      income)           gains)       distributions        of period
Class R-1:
 Year ended 11/30/2004                                                  $(.50)          $(.29)              $(.79)           $33.63
 Year ended 11/30/2003                                                   (.40)              -                (.40)            28.50
 Period from 6/7/2002 to 11/30/2002                                      (.10)              -                (.10)            22.75
Class R-2:
 Year ended 11/30/2004                                                   (.51)           (.29)               (.80)            33.55
 Year ended 11/30/2003                                                   (.42)              -                (.42)            28.45
 Period from 6/7/2002 to 11/30/2002                                      (.13)              -                (.13)            22.73
Class R-3:
 Year ended 11/30/2004                                                   (.61)           (.29)               (.90)            33.67
 Year ended 11/30/2003                                                   (.49)              -                (.49)            28.53
 Period from 6/6/2002 to 11/30/2002                                      (.30)              -                (.30)            22.77
Class R-4:
 Year ended 11/30/2004                                                   (.72)           (.29)              (1.01)            33.76
 Year ended 11/30/2003                                                   (.56)              -                (.56)            28.60
 Period from 6/27/2002 to 11/30/2002                                     (.15)              -                (.15)            22.81
Class R-5:
 Year ended 11/30/2004                                                   (.80)           (.29)              (1.09)            33.81
 Year ended 11/30/2003                                                   (.62)              -                (.62)            28.63
 Period from 5/15/2002 to 11/30/2002                                     (.33)              -                (.33)            22.81





FINANCIAL HIGHLIGHTS (1)


                                                                                                         
                                                                          Ratio of expenses      Ratio of expenses
                                                                             to average net         to average net        Ratio of
                                                           Net assets,        assets before           assets after      net income
                                                 Total   end of period              waiver/                waiver/      to average
                                            return (3)    (in millions)       reimbursement      reimbursement (4)      net assets
Class A:
 Year ended 11/30/2004                          22.21%         $25,137                 .77%                  .77%           2.28%
 Year ended 11/30/2003                          28.52           14,703                 .81                   .81            2.70
 Year ended 11/30/2002                          (4.22)          10,016                 .82                   .82            2.22
 Year ended 11/30/2001                          (1.81)          10,346                 .78                   .78            2.05
 Year ended 11/30/2000                           6.37           10,716                 .79                   .79            2.08
Class B:
 Year ended 11/30/2004                          21.25            1,265                1.55                  1.55            1.52
 Year ended 11/30/2003                          27.52              537                1.58                  1.58            1.85
 Year ended 11/30/2002                          (4.93)             219                1.59                  1.59            1.47
 Year ended 11/30/2001                          (2.57)             126                1.56                  1.56            1.21
 Period from 3/15/2000 to 11/30/2000            (3.73)              55                1.55 (5)              1.55 (5)        1.45 (5)
Class C:
 Year ended 11/30/2004                          21.17            1,836                1.62                  1.61            1.46
 Year ended 11/30/2003                          27.40              615                1.65                  1.65            1.71
 Year ended 11/30/2002                          (4.95)             179                1.65                  1.65            1.43
 Period from 3/15/2001 to 11/30/2001            (4.08)              50                1.78 (5)              1.78 (5)         .73 (5)
Class F:
 Year ended 11/30/2004                          22.09            1,243                 .86                   .85            2.21
 Year ended 11/30/2003                          28.43              470                 .89                   .89            2.49
 Year ended 11/30/2002                          (4.29)             147                 .91                   .91            2.17
 Period from 3/15/2001 to 11/30/2001            (3.45)              47                 .92 (5)               .92 (5)        1.55 (5)
Class 529-A:
 Year ended 11/30/2004                          22.08              272                 .86                   .85            2.21
 Year ended 11/30/2003                          28.43               93                 .87                   .87            2.55
 Period from 2/15/2002 to 11/30/2002            (4.61)              28                1.03 (5)              1.03 (5)        2.08 (5)
Class 529-B:
 Year ended 11/30/2004                          21.02               44                1.75                  1.74            1.32
 Year ended 11/30/2003                          27.28               18                1.78                  1.78            1.64
 Period from 2/21/2002 to 11/30/2002            (3.82)               5                1.79 (5)              1.79 (5)        1.31 (5)
Class 529-C:
 Year ended 11/30/2004                          21.04               80                1.74                  1.73            1.34
 Year ended 11/30/2003                          27.25               29                1.76                  1.76            1.66
 Period from 2/22/2002 to 11/30/2002            (3.90)               8                1.77 (5)              1.77 (5)        1.33 (5)
Class 529-E:
 Year ended 11/30/2004                          21.67               14                1.21                  1.20            1.86
 Year ended 11/30/2003                          27.97                5                1.23                  1.23            2.17
 Period from 3/4/2002 to 11/30/2002             (7.88)               1                1.23 (5)              1.23 (5)        1.85 (5)
Class 529-F:
 Year ended 11/30/2004                          21.98                6                 .96                   .95            2.12
 Year ended 11/30/2003                          28.31                1                 .98                   .98            2.48
 Period from 9/17/2002 to 11/30/2002             5.33                - (6)             .20                   .20             .39




Financial highlights (1)                                            (continued)


                                                                          Ratio of expenses      Ratio of expenses
                                                                             to average net         to average net        Ratio of
                                                           Net assets,        assets before           assets after      net income
                                                Total    end of period              waiver/                waiver/      to average
                                               return     (in millions)       reimbursement      reimbursement (4)      net assets
Class R-1:
 Year ended 11/30/2004                          21.18%             $17                1.67%                 1.64%           1.44%
 Year ended 11/30/2003                          27.43                5                1.78                  1.66            1.48
 Period from 6/7/2002 to 11/30/2002             (8.85)               - (6)            1.41                   .80             .66
Class R-2:
 Year ended 11/30/2004                          21.15              201                1.93                  1.60            1.47
 Year ended 11/30/2003                          27.44               57                2.23                  1.62            1.72
 Period from 6/7/2002 to 11/30/2002             (8.80)               5                 .93                   .79             .61
Class R-3:
 Year ended 11/30/2004                          21.67              285                1.20                  1.19            1.87
 Year ended 11/30/2003                          27.90               76                1.29                  1.24            1.98
 Period from 6/6/2002 to 11/30/2002             (9.25)               5                 .69                   .60             .80
Class R-4:
 Year ended 11/30/2004                          22.10              182                 .85                   .84            2.22
 Year ended 11/30/2003                          28.36               25                 .90                   .89            2.18
 Period from 6/27/2002 to 11/30/2002            (3.42)               2                 .46                   .38             .92
Class R-5:
 Year ended 11/30/2004                          22.49              287                 .54                   .54            2.48
 Year ended 11/30/2003                          28.82              110                 .56                   .56            2.88
 Period from 5/15/2002 to 11/30/2002           (11.37)              53                 .56 (5)               .56 (5)        2.48 (5)




                                                                                                          
                                                                                    Year ended November 30
                                                                  2004           2003         2002         2001          2000

Portfolio turnover rate for all classes of shares                  21%            27%          32%          45%           41%



(1) Based on operations for the period shown (unless otherwise noted) and,
    accordingly, may not be representative of a full year.
(2) Based on average shares outstanding.
(3) Total returns exclude all sales charges, including contingent deferred
    sales charges.
(4) The ratios in this column reflect the impact, if any, of certain
    reimbursements/waivers from CRMC.  During the year ended 11/30/2004, CRMC
    reduced fees for investment advisory services for all share classes. In
    addition, during the start-up period for the retirement plan share classes
    (except Class R-5), CRMC agreed to pay a portion of the fees related to
    transfer agent services.
(5) Annualized.
(6) Amount less than $1 million.


See Notes to Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS  AND  SHAREHOLDERS  OF CAPITAL WORLD GROWTH AND INCOME
FUND, INC.:


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


PriceWaterhouseCoopers LLP

Los Angeles, California
January 3, 2005


TAX INFORMATION (unaudited)

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

During  the  fiscal  year  ended,  the  fund  paid  a  long-term   capital  gain
distribution  of  $129,591,000.  The fund  also  designated  as a  capital  gain
distribution  a  portion  of  earnings  and  profits  paid  to  shareholders  in
redemption of their shares.

The fund makes an election  under the Internal  Revenue Code Section 853 to pass
through certain non-U.S. taxes paid by the fund to its shareholders as a foreign
tax credit.  The amount of foreign tax credit passed through to shareholders for
the fiscal year is $60,379,000. Foreign source income earned by the fund for the
fiscal year was $513,210,000.  Shareholders are entitled to a foreign tax credit
or  an  itemized  deduction,   at  their  discretion.   Generally,  it  is  more
advantageous to claim a credit than to take a deduction.

Individual shareholders are eligible for reduced tax rates on qualified dividend
income.  For purposes of computing the dividends eligible for reduced tax rates,
$605,965,000  of the  dividends  paid by the fund from  ordinary  income  earned
during the fiscal year are considered qualified dividend income.

Corporate  shareholders  may  exclude  up to 70% of  qualifying  dividends.  For
purposes of computing this exclusion,  $146,383,000 of the dividends paid by the
fund from ordinary  income earned during the fiscal year  represents  qualifying
dividends.

Certain states may exempt from income taxation that portion of dividends paid by
the fund from  ordinary  income  that was derived  from  direct U.S.  government
obligations. For purposes of computing this exclusion, $924,000 of the dividends
paid by the fund from ordinary  income earned during the fiscal year was derived
from interest on direct U.S. government obligations.

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

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


EXPENSE EXAMPLE (unaudited)

As a  shareholder  of the fund,  you incur two types of costs:  (1)  transaction
costs such as initial sales charges on purchase payments and contingent deferred
sales  charges  on  redemptions  (loads);  and  (2)  ongoing  costs,   including
management fees; distribution and service (12b-1) fees; and other expenses. This
example is intended to help you  understand  your ongoing  costs (in dollars) of
investing in the fund so you can compare  these costs with the ongoing  costs of
investing in other mutual funds. The example is based on an investment of $1,000
invested at the  beginning of the period and held for the entire period (June 1,
2004 through November 30, 2004).

ACTUAL EXPENSES:
The  first  line of each  share  class in the  table on the next  page  provides
information  about actual  account values and actual  expenses.  You may use the
information in this line, together with the amount you invested, to estimate the
expenses  that you paid over the period.  Simply  divide your  account  value by
$1,000 (for example,  an $8,600  account  value  divided by $1,000 = 8.6),  then
multiply  the result by the number in the first line under the heading  entitled
"Expenses  paid during period" to estimate the expenses you paid on your account
during  this  period.  There are some  account  fees that are charged to certain
types of accounts,  such as Individual  Retirement  Accounts and  CollegeAmerica
accounts  (generally,  a $10  fee  is  charged  to set  up  the  account  and an
additional  $10 fee is charged to the account  annually) that would increase the
amount  of  expenses  paid  on  your  account.  In  addition,   retirement  plan
participants  may be subject to certain  fees charged by the plan  sponsor,  and
Class F and Class 529-F shareholders may be subject to fees charged by financial
intermediaries,  typically  ranging  from  0.50%  to 3.00%  of  assets  annually
depending  on services  offered.  You can  estimate  the impact of these fees by
adding the amount of the fees to the total  estimated  expenses you paid on your
account during the period as calculated above. In addition,  your ending account
value would also be lower by the amount of these fees.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES:
The  second  line of each  share  class in the table on the next  page  provides
information about hypothetical account values and hypothetical expenses based on
the actual  expense  ratio for the share class and an assumed  rate of return of
5.00% per year  before  expenses,  which is not the  actual  return of the share
class. The hypothetical  account values and expenses may not be used to estimate
the actual ending account  balance or expenses you paid for the period.  You may
use this  information  to compare the ongoing costs of investing in the fund and
other funds.  To do so, compare this 5.00%  hypothetical  example with the 5.00%
hypothetical examples that appear in the shareholder reports of the other funds.
There are some  account fees that are charged to certain  shareholders,  such as
Individual Retirement Accounts and CollegeAmerica accounts (generally, a $10 fee
is charged to set up the  account  and an  additional  $10 fee is charged to the
account  annually)  that  would  increase  the amount of  expenses  paid on your
account.  In addition,  retirement plan  participants  may be subject to certain
fees charged by the plan sponsor,  and Class F and Class 529-F  shareholders may
be subject to fees charged by financial  intermediaries,  typically ranging from
0.50% to  3.00% of  assets  annually  depending  on  services  offered.  You can
estimate  the impact of these fees by adding the amount of the fees to the total
estimated  expenses  you paid on your  account  during the period as  calculated
above. In addition,  your ending account value would also be lower by the amount
of these fees.

Please note that the  expenses  shown in the table are meant to  highlight  your
ongoing  costs only and do not reflect any  transactional  costs,  such as sales
charges (loads).  Therefore, the second line of each share class in the table is
useful in comparing  ongoing  costs only,  and will not help you  determine  the
relative  total  costs  of  owning  different  funds.  In  addition,   if  these
transactional costs were included, your costs would have been higher.



                                                                                                       
                                               Beginning account         Ending account          Expenses paid        Annualized
                                                  value 6/1/2004       value 11/30/2004       during period(1)     expense ratio

Class A -- actual return                         $      1,000.00              $1,132.87                  $3.89              .73%
Class A -- assumed 5% return                            1,000.00               1,021.35                   3.69              .73
Class B -- actual return                                1,000.00               1,128.29                   8.19             1.54
Class B -- assumed 5% return                            1,000.00               1,017.30                   7.77             1.54
Class C -- actual return                                1,000.00               1,127.68                   8.51             1.60
Class C -- assumed 5% return                            1,000.00               1,017.00                   8.07             1.60
Class F -- actual return                                1,000.00               1,132.25                   4.42              .83
Class F -- assumed 5% return                            1,000.00               1,020.85                   4.19              .83
Class 529-A -- actual return                            1,000.00               1,132.35                   4.37              .82
Class 529-A -- assumed 5% return                        1,000.00               1,020.90                   4.14              .82
Class 529-B -- actual return                            1,000.00               1,127.28                   9.20             1.73
Class 529-B -- assumed 5% return                        1,000.00               1,016.35                   8.72             1.73
Class 529-C -- actual return                            1,000.00               1,127.41                   9.15             1.72
Class 529-C -- assumed 5% return                        1,000.00               1,016.40                   8.67             1.72
Class 529-E -- actual return                            1,000.00               1,130.23                   6.34             1.19
Class 529-E -- assumed 5% return                        1,000.00               1,019.05                   6.01             1.19
Class 529-F -- actual return                            1,000.00               1,131.77                   5.01              .94
Class 529-F -- assumed 5% return                        1,000.00               1,020.30                   4.75              .94
Class R-1 -- actual return                              1,000.00               1,127.75                   8.67             1.63
Class R-1 -- assumed 5% return                          1,000.00               1,016.85                   8.22             1.63
Class R-2 -- actual return                              1,000.00               1,127.88                   8.46             1.59
Class R-2 -- assumed 5% return                          1,000.00               1,017.05                   8.02             1.59
Class R-3 -- actual return                              1,000.00               1,130.44                   6.18             1.16
Class R-3 -- assumed 5% return                          1,000.00               1,019.20                   5.86             1.16
Class R-4 -- actual return                              1,000.00               1,131.97                   4.42              .83
Class R-4 -- assumed 5% return                          1,000.00               1,020.85                   4.19              .83
Class R-5 -- actual return                              1,000.00               1,133.99                   2.83              .53
Class R-5 -- assumed 5% return                          1,000.00               1,022.35                   2.68              .53


(1) Expenses are equal to the annualized expense ratio, multiplied by the
    average account value over the period, multiplied by the number of days in
    the period (183), and divided by 366 (to reflect the one-half year period).


BOARD OF DIRECTORS AND OTHER OFFICERS


                                                        
"NON-INTERESTED" DIRECTORS

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

H. Frederick Christie, 71                       1993          Private investor; former President and CEO, The Mission Group
                                                              (non-utility holding company, subsidiary of Southern California Edison
                                                              Company)

Merit E. Janow, 46                              2001          Professor, Columbia University, School of International and Public
                                                              Affairs

Mary Myers Kauppila, 50                         1993          Private investor; Chairman of the Board and CEO, Ladera Management
                                                              Company (venture capital and agriculture); former owner and President,
                                                              Energy Investment, Inc.

Gail L. Neale, 69                               1993          President, The Lovejoy Consulting Group, Inc. (a pro bono consulting
                                                              group advising nonprofit organizations)

Robert J. O'Neill, Ph.D., 68                    1993          Deputy Chairman of the Council and Chairman of the International
                                                              Advisory Panel, Graduate School of Government, University of Sydney,
                                                              Australia; Member of the Board of Directors, The Lowy Institute for
                                                              International Policy Studies, Sydney, Australia; Chairman of the
                                                              Council, Australian Strategic Policy Institute; former Chichele
                                                              Professor of the History of War and Fellow, All Souls College,
                                                              University of Oxford; former Chairman of the Council, International
                                                              Institute for Strategic Studies

Donald E. Petersen, 78                          1993          Retired; former Chairman of the Board and CEO, Ford Motor Company

Stefanie Powers, 62                           1993-1996       Actor, Producer; Co-founder and President of The
                                                1997          William Holden Wildlife Foundation; conservation consultant to Land
                                                              Rover and Jaguar North America; author of The Jaguar Conservation
                                                              Trust

Steadman Upham, 55                              2001          President and Professor of Anthropology, The University of Tulsa;
                                                              former President and Professor of Archaeology, Claremont Graduate
                                                              University

Charles Wolf, Jr., Ph.D., 80                    1993          Senior Economic Adviser and Corporate Fellow in International
                                                              Economics, The RAND Corporation; former Dean, The RAND Graduate School


"NON-INTERESTED" DIRECTORS

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

H. Frederick Christie, 71                        19           Ducommun Incorporated; IHOP Corporation; Southwest Water Company;
                                                              Valero L.P.

Merit E. Janow, 46                                2           None

Mary Myers Kauppila, 50                           5           None

Gail L. Neale, 69                                 5           None

Robert J. O'Neill, Ph.D., 68                      3           None

Donald E. Petersen, 78                            2           None

Stefanie Powers, 62                               2           None

Steadman Upham, 55                                2           None

Charles Wolf, Jr., Ph.D., 80                      2           None


"INTERESTED" DIRECTORS(4)
                                           YEAR FIRST
                                            ELECTED A
                                          DIRECTOR OR         PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND
NAME, AGE AND                              OFFICER OF         POSITIONS HELD WITH AFFILIATED ENTITIES OR THE PRINCIPAL
POSITION WITH FUND                        THE FUND(1)         UNDERWRITER OF THE FUND

Gina H. Despres, 63                             1999          Senior Vice President, Capital Research and
Chairman of the Board                                         Management Company; Vice President, Capital Strategy Research, Inc.(5)

Paul G. Haaga, Jr., 56                          1993          Executive Vice President and Director, Capital Research and Management
Vice Chairman of the Board                                    Company; Director, The Capital Group Companies, Inc.(5)


"INTERESTED" DIRECTORS(4)

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

Gina H. Despres, 63                               4           None
Chairman of the Board

Paul G. Haaga, Jr., 56                           17           None
Vice Chairman of the Board


FOUNDING DIRECTOR EMERITUS

Frank Stanton, 96                                             Retired; former President, CBS Inc. (1946-1973)


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.



                                                        
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

Stephen E. Bepler, 62                           1993          Senior Vice President, Capital Research Company(5)
President

Gregg E. Ireland, 55                            1999          Senior Vice President, Capital Research and
Executive Vice President                                      Management Company

Mark E. Denning, 47                             1993          Director, Capital Research and Management
Senior Vice President                                         Company; Director, The Capital Group Companies, Inc.;(5) Senior Vice
                                                              President, Capital Research Company(5)

Jeanne K. Carroll, 56                           2001          Senior Vice President, Capital Research Company(5)
Vice President

Carl M. Kawaja, 40                              1997          Senior Vice President, Capital Research Company;(5)
Vice President                                                Director, Capital International, Inc.(5)

Andrew B. Suzman, 37                            2003          Executive Vice President and Director, Capital
Vice President                                                Research Company;(5) Director, Capital International Research, Inc.(5)

Steven T. Watson, 49                            2001          Senior Vice President and Director, Capital
Vice President                                                Research Company(5)

Vincent P. Corti, 48                            1993          Vice President -- Fund Business Management
Secretary                                                     Group, Capital Research and Management Company

Jeffrey P. Regal, 33                            2003          Vice President -- Fund Business Management
Treasurer                                                     Group, Capital Research and Management Company

Sheryl F. Johnson, 36                           2003          Vice President -- Fund Business Management
Assistant Treasurer                                           Group, Capital Research and Management Company



(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) which serves as the underlying
    investment vehicle 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.


OFFICES

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

135 South State College Boulevard
Brea, CA 92821-5823

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

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

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

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

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

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

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

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

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

There are several ways to invest in Capital World Growth and Income 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 and is eliminated for
purchases of $1 million 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 0.84 percentage  points higher than those
for  Class A shares  and a 1% CDSC if  redeemed  within  the  first  year  after
purchase.  Class C shares  convert  to Class F shares  after 10  years.  Class F
shares,  which are available only through certain fee-based  programs offered by
broker-dealer  firms and  registered  investment  advisers,  had  higher  annual
expenses  (by 0.08  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.

INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT  OBJECTIVES,  RISKS,  CHARGES
AND EXPENSES OF THE AMERICAN FUNDS AND COLLEGEAMERICA.  THIS AND OTHER IMPORTANT
INFORMATION IS CONTAINED IN THE FUND'S PROSPECTUS AND THE COLLEGEAMERICA PROGRAM
DESCRIPTION,  WHICH CAN BE OBTAINED  FROM YOUR  FINANCIAL  ADVISER AND SHOULD BE
READ  CAREFULLY  BEFORE  INVESTING.  YOU MAY ALSO CALL  AMERICAN  FUNDS  SERVICE
COMPANY  (AFS)  AT   800/421-0180   OR  VISIT  THE  AMERICAN  FUNDS  WEBSITE  AT
AMERICANFUNDS.COM.

"AMERICAN FUNDS PROXY VOTING  GUIDELINES" -- WHICH DESCRIBES HOW WE VOTE PROXIES
RELATING TO  PORTFOLIO  SECURITIES  -- IS  AVAILABLE  FREE OF CHARGE ON THE U.S.
SECURITIES AND EXCHANGE COMMISSION (SEC) WEBSITE AT WWW.SEC.GOV, ON THE AMERICAN
FUNDS WEBSITE OR UPON REQUEST BY CALLING AFS. THE FUND'S PROXY VOTING RECORD FOR
THE 12 MONTHS  ENDED JUNE 30,  2004,  IS ALSO  AVAILABLE ON THE SEC AND AMERICAN
FUNDS WEBSITES.

A complete  portfolio of Capital World Growth and Income Fund's  investments  is
available free of charge on the SEC website or upon request by calling AFS.

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

This report is for the  information of  shareholders of Capital World Growth and
Income  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 March 31,  2005,  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 25 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. More than half 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 Fund(SM)
   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 Fund(SM)
   Fundamental Investors(SM)
   The Investment Company of America(R)
   Washington Mutual Investors Fund(SM)

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 Trust(SM)
   The Bond Fund of America(SM)
   Capital World Bond Fund(R)
   Intermediate Bond Fund of America(R)
   U.S. Government Securities Fund(SM)

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 America(SM)
   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 America(SM)
   The U.S. Treasury Money Fund of America(SM)

THE CAPITAL GROUP COMPANIES

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

Lit. No. MFGEAR-933-0105P

Litho in USA WG/CG/8072-S1924

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 Steadman  Upham,  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

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

                  Registrant:
a)       Audit Fees:
                                    2003             $65,000
                                    2004             $73,000
b) Audit- Related Fees:
                                    2003             none
2004     none
c)       Tax Fees:
                                    2003             $10,000
                                    2004             $10,000
                                    The tax fees consist of professional
                                    services relating to the preparation of the
                                    Registrant's tax returns including returns
                                    relating to the registrant's investments in
                                    non-U.S. jurisdictions.
d) All Other Fees:
                                    2003             none
                                    2004             none






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

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

Aggregate non-audit fees paid to the Registrant's  auditors,  including fees for
all  services  billed to the  Registrant  and the  adviser and  affiliates  that
provide ongoing services to the Registrant were $10,000 for fiscal year 2003 and
$10,000  for fiscal  year 2004.  The  non-audit  services  represented  by these
amounts were brought to the  attention of the  Committee  and  considered  to be
compatible with maintaining the auditors' independence.


ITEM 5 - Audit Committee of Listed Registrants

Not applicable.


ITEM 6 - Schedule of Investments

[logo - American Funds (r)]

CAPITAL WORLD GROWTH AND INCOME FUND
INVESTMENT PORTFOLIO
November 30, 2004

                                                                                                           
                                                                                                                 Market value
COMMON STOCKS -- 86.97%                                                                               Shares            (000)

FINANCIALS -- 17.36%
HSBC Holdings PLC (United Kingdom)                                                                17,588,049         $299,488
HSBC Holdings PLC (Hong Kong)                                                                      2,749,236           47,028
Lloyds TSB Group PLC                                                                              33,015,000          265,788
Societe Generale                                                                                   2,560,000          247,098
ING Groep NV                                                                                       8,771,575          241,236
Fortis                                                                                             9,084,100          239,452
Bank Austria Creditanstalt                                                                         2,517,406          214,056
J.P. Morgan Chase & Co.                                                                            5,300,000          199,545
ABN AMRO Holding NV                                                                                7,058,458          173,303
Shinhan Financial Group Co., Ltd.                                                                  8,155,100          170,806
Royal Bank of Scotland Group PLC                                                                   4,655,000          143,050
Bank of America Corp.                                                                              2,955,300          136,742
Fubon Financial Holding Co., Ltd.                                                                136,046,000          136,468
Mitsui Sumitomo Insurance Co., Ltd.                                                               14,509,000          127,855
PartnerRe Holdings Ltd.                                                                            2,070,000          126,725
Washington Mutual, Inc.                                                                            3,030,000          123,351
UFJ Holdings, Inc.(1)                                                                                 23,000          121,875
Allied Capital Corp.                                                                               3,798,000          104,901
Willis Group Holdings Ltd.                                                                         2,750,000          104,087
Sompo Japan Insurance Inc.                                                                        10,744,000          102,810
DnB NOR ASA                                                                                       10,680,600          100,663
National Savings and Commercial Bank Ltd. (GDR)                                                    1,550,000           89,125
Allstate Corp.                                                                                     1,700,000           85,850
Deutsche Borse AG                                                                                  1,350,000           79,905
Cathay Financial Holding Co., Ltd.                                                                39,000,000           75,093
St. George Bank Ltd.                                                                               3,502,460           65,314
Hongkong Land Holdings Ltd.                                                                       25,421,800           64,826
NIPPONKOA Insurance Co., Ltd.                                                                     10,072,000           60,800
Berkshire Hathaway Inc., Class A(1)                                                                      718           60,097
Credit Agricole SA                                                                                 2,000,000           59,202
Fannie Mae                                                                                           840,000           57,708
Marsh & McLennan Companies, Inc.                                                                   2,000,000           57,180
Chubb Corp.                                                                                          750,000           57,157
Swire Pacific Ltd., Class A                                                                        7,000,000           56,269
Hang Lung Group Ltd.                                                                              27,537,000           51,709
Westpac Banking Corp.                                                                              3,595,111           51,490
ICICI Bank Ltd.                                                                                    6,569,700           50,170
Hang Lung Properties Ltd.                                                                         30,762,000           48,071
Unibail Holding                                                                                      304,000           43,136
Skandinaviska Enskilda Banken AB, Class A                                                          2,180,000           41,518
Freddie Mac                                                                                          600,000           40,956
ForeningsSparbanken AB, Class A                                                                    1,600,000           39,399
Millea Holdings, Inc.                                                                                  2,766           38,924
Developers Diversified Realty Corp.                                                                  900,000           38,745
Bank of Nova Scotia                                                                                1,200,000           37,787
Wachovia Corp.                                                                                       724,000           37,467
U.S. Bancorp                                                                                       1,200,000           35,556
Hysan Development Co. Ltd.                                                                        16,918,847           34,381
Nippon Building Fund, Inc.                                                                             3,850           33,590
QBE Insurance Group Ltd.                                                                           2,950,970           31,801
Wells Fargo & Co.                                                                                    500,000           30,885
Chinatrust Financial Holding Co. Ltd.                                                             26,331,099           30,093
Kimco Realty Corp.                                                                                   525,000           29,862
Brascan Corp., Class A                                                                               785,000           28,064
Royal Bank of Canada                                                                                 518,400           27,236
XL Capital Ltd., Class A                                                                             355,000           26,753
Genworth Financial, Inc., Class A                                                                  1,000,000           26,300
Aioi Insurance Co. Ltd.                                                                            5,561,000           24,556
Malayan Banking Bhd.                                                                               7,535,300           23,796
American International Group, Inc.                                                                   370,000           23,439
Sun Life Financial Inc.                                                                              726,480           23,329
National Australia Bank Ltd.                                                                       1,000,000           21,676
Erste Bank der oesterreichischen Sparkassen AG                                                       380,000           19,331
Japan Real Estate Investment Corp.                                                                     2,241           18,617
Fairfax Financial Holdings Ltd.                                                                      111,000           18,477
HBOS PLC                                                                                           1,087,214           15,220
Bank of the Philippine Islands                                                                    14,403,696           13,092
Deutsche Bank AG                                                                                      60,000            5,082
HKR International Ltd.                                                                             4,824,800            2,560
Security Capital European Realty(1),(2),(3)                                                           82,516            1,395
                                                                                                                    5,359,316

CONSUMER DISCRETIONARY -- 10.47%
Continental AG                                                                                     4,404,650          268,315
Daito Trust Construction Co., Ltd.                                                                 4,596,700          207,886
Toyota Motor Corp.                                                                                 4,500,000          168,575
Yamada Denki Co., Ltd.                                                                             3,766,000          161,546
Lowe's Companies, Inc.                                                                             2,575,000          142,475
Publishing & Broadcasting Ltd.                                                                    10,565,000          127,727
InterContinental Hotels Group PLC                                                                  9,823,267          125,124
Target Corp.                                                                                       2,327,500          119,215
Daimaru, Inc.                                                                                     13,518,000          113,087
Time Warner Inc.(1)                                                                                6,180,000          109,448
Reuters Group PLC                                                                                 13,736,600          100,808
Harrah's Entertainment, Inc.                                                                       1,620,000           99,468
Bayerische Motoren Werke AG                                                                        2,355,000           99,435
Kingfisher PLC                                                                                    17,280,197           95,110
Carnival Corp., units                                                                              1,760,000           93,298
Dixons Group PLC                                                                                  32,882,596           91,592
News Corp. Inc., Class A                                                                           2,960,191           52,366
News Corp. Inc., Class B                                                                           1,755,003           31,748
Pearson PLC                                                                                        6,954,000           81,599
Volkswagen AG, nonvoting preferred                                                                 2,000,000           65,473
Kesa Electricals PLC                                                                              15,105,010           78,086
Limited Brands, Inc.                                                                               3,107,517           75,948
Rank Group PLC                                                                                    12,500,000           72,502
Fairmont Hotels & Resorts Inc.                                                                     1,750,000           54,285
TJX Companies, Inc.                                                                                2,200,000           51,788
Suzuki Motor Corp.                                                                                 2,865,000           51,689
Makita Corp.                                                                                       3,335,000           51,494
Hyundai Motor Co., nonvoting preferred, Series (2)                                                 1,757,190           50,301
Fuji Heavy Industries Ltd.                                                                        10,869,000           50,210
John Fairfax Holdings Ltd.                                                                        15,223,960           50,100
Honda Motor Co., Ltd.                                                                              1,005,000           48,085
Li & Fung Ltd.                                                                                    22,026,000           36,828
DaimlerChrysler AG                                                                                   784,200           35,060
Best Buy Co., Inc.                                                                                   500,000           28,190
Gap, Inc.                                                                                          1,100,000           24,035
CarMax, Inc.(1)                                                                                      850,000           23,672
Comcast Corp., Class A(1)                                                                            700,000           21,028
LG Electronics Inc.                                                                                  340,000           20,536
Mediaset SpA                                                                                       1,400,000           16,943
Metropole Television                                                                                 615,000           15,933
General Motors Corp.                                                                                 375,000           14,471
Sony Corp.                                                                                           135,400            4,928
TI Automotive Ltd., Class A(1),(3)                                                                 1,068,000               --
                                                                                                                    3,230,407

CONSUMER STAPLES -- 9.85%
Altria Group, Inc.                                                                                10,257,000          589,675
Unilever NV                                                                                        2,525,000          158,712
Unilever NV (New York registered)                                                                  2,478,000          156,114
Diageo PLC                                                                                        22,350,000          312,660
Nestle SA                                                                                            933,000          239,577
Imperial Tobacco Group PLC                                                                         7,191,413          187,324
Foster's Group Ltd.                                                                               44,635,814          186,198
Reynolds American Inc.                                                                             1,900,000          143,697
Nissin Food Products Co., Ltd.                                                                     4,986,500          123,888
Gallaher Group PLC                                                                                 7,650,000          106,214
Kimberly-Clark de Mexico, SA de CV, Class A, ordinary participation certificates                  28,746,100           95,935
Orkla AS                                                                                           2,985,714           92,094
Altadis, SA                                                                                        2,240,000           91,425
Loblaw Companies Ltd.                                                                              1,440,000           82,651
Woolworths Ltd.                                                                                    5,591,041           64,786
Swedish Match AB                                                                                   5,500,550           62,404
Uni-Charm Corp.                                                                                    1,305,000           60,412
Groupe Danone                                                                                        593,000           52,826
Fomento Economico Mexicano, SA de CV (ADR)                                                         1,053,700           50,346
Coca-Cola Co.                                                                                      1,150,000           45,206
UST Inc.                                                                                             655,900           28,879
Koninklijke Ahold NV(1)                                                                            3,590,000           26,424
Unilever PLC                                                                                       2,100,000           19,224
SABMiller PLC                                                                                        850,716           14,315
Procter & Gamble Co.                                                                                 225,000           12,033
Royal Numico NV(1)                                                                                   310,000           11,038
KT&G Corp.                                                                                           330,980           10,548
Coca-Cola HBC SA                                                                                     352,182            8,684
AEON CO., LTD.                                                                                       188,200            3,176
Wolverhampton & Dudley Breweries, PLC                                                                164,256            2,871
                                                                                                                    3,039,336

TELECOMMUNICATION SERVICES -- 9.69%
Vodafone Group PLC                                                                               156,000,000          423,347
France Telecom, SA                                                                                 9,516,000          298,753
Chunghwa Telecom Co., Ltd.                                                                        64,829,000          128,853
Chunghwa Telecom Co., Ltd. (ADR)                                                                   4,335,000           90,385
Portugal Telecom, SGPS, SA                                                                        16,803,550          198,694
KT Corp. (ADR)                                                                                     6,865,120          148,630
KT Corp.                                                                                             859,940           34,709
Telekom Austria AG                                                                                 8,949,197          152,191
Telefonica, SA                                                                                     7,498,120          131,698
Telecom Italia SpA, nonvoting                                                                     44,856,571          123,722
Royal KPN NV                                                                                      14,194,600          123,149
TDC A/S                                                                                            2,661,165          109,127
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, Class B                          196,175,000          108,708
Swisscom AG                                                                                          259,389          101,845
SBC Communications Inc.                                                                            4,000,000          100,680
Telefonos de Mexico, SA de CV, Class L (ADR)                                                       2,741,737           95,988
America Movil SA de CV, Series L (ADR)                                                             1,998,400           93,345
Advanced Info Service PCL                                                                         36,520,100           90,883
Verizon Communications Inc.                                                                        2,150,000           88,644
BT Group PLC                                                                                      15,000,000           55,756
COSMOTE Mobile Telecommunications SA                                                               2,729,270           49,388
China Unicom Ltd.                                                                                 54,134,600           41,775
BellSouth Corp.                                                                                    1,554,000           41,678
Sprint Corp. -- FON Group                                                                          1,800,000           41,058
Eircom Group PLC(1)                                                                               16,149,984           36,477
KDDI Corp.                                                                                             7,200           35,497
Deutsche Telekom AG(1)                                                                             1,265,000           26,857
Telecom Corp. of New Zealand Ltd.                                                                  2,400,000           10,368
BCE Inc.                                                                                             336,865            8,183
                                                                                                                    2,990,388

MATERIALS -- 8.67%
Cia. Vale do Rio Doce, Class A, preferred nominative                                               9,854,400          202,661
Cia. Vale do Rio Doce, ordinary nominative (ADR)                                                   2,671,000           66,294
Barrick Gold Corp.                                                                                 9,449,100          232,353
Dow Chemical Co.                                                                                   4,250,000          214,497
BASF AG                                                                                            2,840,000          191,076
AngloGold Ashanti Ltd.                                                                             4,650,000          187,437
Phelps Dodge Corp.                                                                                 1,500,000          145,695
Freeport-McMoRan Copper & Gold Inc., Class B                                                       3,569,800          139,686
Potash Corp. of Saskatchewan Inc.                                                                  1,600,000          122,528
Norske Skogindustrier ASA, Class A                                                                 4,870,000          103,323
L'Air Liquide                                                                                        554,500           95,846
Gold Fields Ltd.                                                                                   6,500,000           92,256
Formosa Chemicals & Fibre Corp.                                                                   48,200,000           89,814
Newcrest Mining Ltd.                                                                               6,000,000           81,020
James Hardie Industries Ltd.                                                                      17,450,000           78,050
Formosa Plastics Corp.                                                                            47,400,000           75,811
Georgia-Pacific Corp., Georgia-Pacific Group                                                       1,998,300           73,158
UPM-Kymmene Corp.                                                                                  2,784,000           62,695
Impala Platinum Holdings Ltd.                                                                        702,389           60,155
Lyondell Chemical Co.(1)                                                                           1,820,500           51,083
DSM NV                                                                                               834,828           50,200
POSCO                                                                                                256,730           47,892
Nan Ya Plastics Corp.                                                                             26,200,000           37,673
Weyerhaeuser Co.                                                                                     540,000           35,640
Sonoco Products Co.                                                                                1,200,000           34,128
International Paper Co.                                                                              600,000           24,912
Smurfit-Stone Container Corp.(1)                                                                     974,200           17,497
Stora Enso Oyj (ADR)                                                                               1,086,300           17,261
Sappi Ltd.                                                                                         1,239,000           16,845
M-real Oyj, Class B                                                                                2,369,500           15,426
Yara International ASA(1)                                                                          1,131,800           14,546
                                                                                                                    2,677,458

ENERGY -- 7.20%
"Shell" Transport and Trading Co., PLC                                                            37,390,000          314,407
Royal Dutch Petroleum Co. (New York registered)                                                    3,280,000          187,813
"Shell" Transport and Trading Co., PLC (ADR) (New York registered)                                 1,325,000           67,071
Royal Dutch Petroleum Co.                                                                            887,000           50,792
TOTAL SA                                                                                             940,000          205,691
TOTAL SA (ADR)                                                                                       250,000           27,400
ENI SpA                                                                                            6,415,000          157,402
Husky Energy Inc.                                                                                  5,165,000          150,684
Norsk Hydro ASA                                                                                    1,665,900          136,346
SK Corp.                                                                                           1,810,400          114,186
Petroleo Brasileiro SA -- Petrobras, ordinary nominative (ADR)                                      1,550,000           59,148
Petroleo Brasileiro SA -- Petrobras, preferred nominative (ADR)                                     1,560,000           53,789
Oil & Natural Gas Corp. Ltd.                                                                       5,858,000          107,298
Shell Canada Ltd.                                                                                  1,425,300           95,092
Petro-Canada                                                                                       1,533,000           87,499
Canadian Oil Sands Trust(2)                                                                        1,100,000           59,413
Canadian Oil Sands Trust                                                                              30,041            1,623
Sunoco, Inc.                                                                                         658,900           54,399
Reliance Industries Ltd.                                                                           4,367,000           50,752
Williams Companies, Inc.                                                                           2,815,000           46,926
Exxon Mobil Corp.                                                                                    800,000           41,000
Kinder Morgan, Inc.                                                                                  516,590           35,800
Marathon Oil Corp.                                                                                   670,000           26,425
IHC Caland NV                                                                                        418,259           25,579
Sasol Ltd.                                                                                         1,100,000           21,947
Schlumberger Ltd.                                                                                    300,000           19,689
Unocal Corp.                                                                                         320,000           14,733
Enbridge Inc.                                                                                        230,000           11,135
                                                                                                                    2,224,039

HEALTH CARE -- 5.76%
Novo Nordisk A/S, Class B                                                                          4,966,000          263,823
AstraZeneca PLC (Sweden)                                                                           6,399,800          251,859
Sanofi-Aventis                                                                                     3,204,900          241,217
Fresenius Medical Care AG                                                                          2,050,000          159,877
Fresenius Medical Care AG, preferred                                                               1,300,000           72,386
Bristol-Myers Squibb Co.                                                                           4,540,000          106,690
Merck KGaA                                                                                         1,791,000          103,723
Eli Lilly and Co.                                                                                  1,550,000           82,661
Kuraya Sanseido Inc.                                                                               8,397,600           77,831
Forest Laboratories, Inc.(1)                                                                       1,865,000           72,679
CIGNA Corp.                                                                                          900,000           63,018
Pfizer Inc                                                                                         2,235,000           62,066
Shionogi & Co., Ltd.                                                                               4,494,000           60,536
HCA Inc.                                                                                           1,180,000           46,516
Sepracor Inc.(1)                                                                                   1,000,000           44,510
Ranbaxy Laboratories Ltd.                                                                          1,665,000           41,979
ALTANA AG                                                                                            508,600           27,813
                                                                                                                    1,779,184

INDUSTRIALS -- 4.50%
Sandvik AB                                                                                         6,162,500          249,397
Wesfarmers Ltd.                                                                                    6,435,000          189,894
General Electric Co.                                                                               3,800,000          134,368
Singapore Technologies Engineering Ltd.                                                           92,500,000          119,734
Qantas Airways Ltd.                                                                               39,605,128          109,530
Atlas Copco AB, Class A                                                                            2,240,000           98,652
Tyco International Ltd.                                                                            2,500,000           84,925
3M Co.                                                                                               975,000           77,600
Multiplex Group                                                                                   15,241,585           53,101
Furukawa Electric Co., Ltd.(1)                                                                     9,900,000           49,096
Brambles Industries Ltd.                                                                           6,600,000           35,944
United Parcel Service, Inc., Class B                                                                 410,000           34,502
Vedior NV                                                                                          2,000,000           33,534
FANUC LTD                                                                                            400,000           24,961
Tostem Inax Holding Corp.                                                                          1,300,000           22,899
Asahi Diamond Industrial Co., Ltd.(4)                                                              3,950,000           21,429
Brambles Industries PLC                                                                            4,000,000           19,952
Singapore Post Private Ltd.                                                                       32,160,000           16,789
Fluor Corp.                                                                                          257,900           13,385
Ainax AB(1)                                                                                            1,251               50
                                                                                                                    1,389,742

INFORMATION TECHNOLOGY -- 4.34%
ASML Holding NV (New York registered)(1)                                                           5,105,000           77,851
ASML Holding NV(1)                                                                                 4,868,000           74,636
Sun Microsystems, Inc.(1)                                                                         20,500,000          113,775
Murata Manufacturing Co., Ltd.                                                                     2,116,000          110,482
Taiwan Semiconductor Manufacturing Co. Ltd.                                                       69,976,131          102,791
Hewlett-Packard Co.                                                                                5,130,000          102,600
Xerox Corp.(1)                                                                                     6,500,000           99,580
Microsoft Corp.                                                                                    3,450,000           92,495
Intersil Corp., Class A                                                                            5,250,000           84,525
Samsung SDI Co., Ltd.                                                                                765,000           78,471
Samsung Electronics Co., Ltd.                                                                        148,600           61,609
International Business Machines Corp.                                                                590,000           55,602
Solectron Corp.(1)                                                                                 8,788,720           54,930
Delta Electronics, Inc.                                                                           24,122,700           37,458
Compuware Corp.(1)                                                                                 6,050,600           34,912
Hoya Corp.                                                                                           300,000           31,211
STMicroelectronics NV                                                                              1,450,000           29,128
Texas Instruments Inc.                                                                             1,000,000           24,180
Analog Devices, Inc.                                                                                 600,000           22,170
Agilent Technologies, Inc.(1)                                                                        950,000           21,746
Motorola, Inc.                                                                                       578,040           11,133
Agere Systems Inc., Class A(1)                                                                     6,465,156            8,857
Quanta Computer Inc.                                                                               4,635,516            7,558
Kyoden Co., Ltd.                                                                                     200,000            1,328
                                                                                                                    1,339,028

UTILITIES -- 4.31%
E.ON AG                                                                                            2,970,714          249,957
Scottish Power PLC                                                                                25,760,000          190,274
Gas Natural SDG, SA                                                                                6,344,500          181,230
National Grid Transco PLC                                                                         13,745,000          125,758
National Grid Transco PLC (ADR)                                                                      439,725           20,219
Korea Electric Power Corp.                                                                         5,343,280          133,582
GAIL (India) Ltd.                                                                                 15,440,000           75,656
Southern Co.                                                                                       1,450,000           47,546
Dominion Resources, Inc.                                                                             698,531           45,733
Hong Kong and China Gas Co. Ltd.                                                                  19,118,000           39,465
Exelon Corp.                                                                                         875,000           36,496
FirstEnergy Corp.                                                                                    780,000           32,939
Equitable Resources, Inc.                                                                            525,000           31,238
American Electric Power Co., Inc.                                                                    700,000           23,919
FPL Group, Inc.                                                                                      300,000           21,099
NiSource Inc.                                                                                        900,000           19,611
Xcel Energy Inc.                                                                                     925,000           16,706
United Utilities PLC                                                                               1,000,000           10,759
United Utilities PLC, Class A                                                                        555,555            3,952
Ameren Corp.                                                                                         250,000           12,105
Consolidated Edison, Inc.                                                                            180,000            7,893
DTE Energy Co.                                                                                        87,100            3,822
                                                                                                                    1,329,959

MISCELLANEOUS -- 4.82%
Other common stocks in initial period of acquisition                                                                1,487,375


TOTAL COMMON STOCKS (cost: $20,669,690,000)                                                                        26,846,232


                                                                                                   Shares or
CONVERTIBLE SECURITIES -- 1.80%                                                             principal amount

INFORMATION TECHNOLOGY -- 0.61%
ASML Holding NV 5.50% convertible notes 2010                                               Euro   38,000,000           61,014
Xerox Capital Trust II 7.50% convertible preferred 2021(2)                                           500,000           42,370
Nortel Networks Corp. 4.25% convertible notes 2008                                               $40,000,000           38,550
Agere Systems Inc. 6.50% convertible notes 2009                                                  $34,000,000           35,955
Corning Inc. 3.50% convertible debentures 2008                                                    $7,000,000            9,161
                                                                                                                      187,050

CONSUMER DISCRETIONARY -- 0.49%
Ford Motor Co. Capital Trust II 6.50% cumulative convertible trust preferred
     2032                                                                                          2,496,050          130,918
Gap, Inc. 5.75% convertible notes 2009(2)                                                        $15,000,000           20,737
                                                                                                                      151,655

FINANCIALS -- 0.26%
Capital One Financial Corp. 6.25% Upper DECS 2005, units                                             600,000 units     32,340
LG Card Co., Ltd., 3.00% convertible bond-warrants, expire 2009(1)                        KRW 29,463,900,000           25,106
Travelers Property Casualty Corp. 4.50% convertible subordinated note 2032                          $500,000           11,550
SMFG Finance (Cayman) Ltd. 2.25% mandatorily exchangeable preferred 2005, units                  510,000,000           11,304
                                                                                                                       80,300

TELECOMMUNICATION SERVICES -- 0.14%
Crown Castle International Corp. 6.25% convertible preferred 2012(1)                                 571,200           27,852
Deutsche Telekom International Finance BV 6.50% convertible bonds 2006                      Euro  10,000,000           15,893
                                                                                                                       43,745

MATERIALS -- 0.08%
Freeport-McMoRan Copper & Gold Inc. 5.50% convertible preferred(2)                                    20,000           19,550
Arcelor SA 3.875% convertible preferred 2005                                                         210,000            6,130
                                                                                                                       25,680

INDUSTRIALS -- 0.08%
Tyco International Group SA, Series B, 3.125% convertible debentures 2023                        $15,000,000        $  24,431

UTILITIES -- 0.07%
Korea Deposit Insurance Corp. 2.25% convertible debentures 2005(2)                               $17,700,000           21,948

HEALTH CARE -- 0.07%
Baxter International Inc. 7.00% convertible preferred 2006                                           400,000 units     21,228


TOTAL CONVERTIBLE SECURITIES (cost: $503,271,000)                                                                     556,037


                                                                                             Principal amount
BONDS AND NOTES -- 0.63%                                                                                (000)

GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS -- 0.19%
United Mexican States Government, Series MI1, 8.00% 2013                                        MXP  400,916           31,008
United Mexican States Government, Series M20, 8.00% 2023                                             399,084           27,638
                                                                                                                       58,646

INFORMATION TECHNOLOGY -- 0.17%
Solectron Corp. 9.625% 2009                                                                          $40,000           44,300
Flextronics International Ltd. 6.50% 2013                                                             10,000           10,150
                                                                                                                       54,450

CONSUMER STAPLES -- 0.08%
Ahold Finance U.S.A., Inc. 6.25% 2009                                                                  9,065            9,450
Ahold Finance U.S.A., Inc. 8.25% 2010                                                                 12,990           14,744
                                                                                                                       24,194

TELECOMMUNICATION SERVICES -- 0.08%
AT&T Wireless Services, Inc. 8.125% 2012                                                              20,000           23,978

ENERGY -- 0.08%
El Paso Corp. 7.875% 2012                                                                             14,500           15,007
Premcor Refining Group Inc. 7.50% 2015                                                                 8,000            8,760
                                                                                                                       23,767

HEALTH CARE -- 0.03%
HCA -- The Healthcare Co. 8.75% 2010                                                                   9,000           10,240

MATERIALS -- 0.00%
APP International Finance Co. BV 11.75% 2005(5)                                                        1,150              581


TOTAL BONDS AND NOTES (cost: $176,061,000)                                                                            195,856



                                                                                            Principal amount     Market value
SHORT-TERM SECURITIES -- 10.35%                                                                        (000)            (000)

Danske Corp. 1.85%-2.24% due 12/9/2004-1/31/2005                                                     150,000          149,714
Sheffield Receivables Corp. 2.02%-2.17% due 12/8/2004-1/24/2005(2)                                   115,000          114,814
Barclays U.S. Funding Corp. 2.22% due 1/24/2005                                                       35,000           34,881
Spintab AB (Swedmortgage) 1.87%-2.27% due 12/15/2004-1/31/2005                                       150,000          149,657
Dexia Delaware LLC 1.955%-2.205% due 12/29/2004-1/28/2005                                            150,000          149,589
HBOS Treasury Services PLC 2.05%-2.33% due 1/10-2/28/2005                                            150,000          149,407
IXIS Commercial Paper Corp. 2.20%-2.23% due 1/27-2/10/2005(2)                                        150,000          149,356
Barton Capital Corp. 1.98%-2.13% due 12/10/2004-1/19/2005(2)                                         100,000           99,774
Societe Generale North America Inc. 1.93% due 12/28/2004                                              26,100           26,060
ANZ (Delaware) Inc. 2.00%-2.215% due 12/17/2004-2/14/2005                                            125,000          124,643
Stadshypotek Delaware Inc. 2.165% due 1/18-1/20/2005(2)                                              100,000           99,692
Svenska Handelsbanken Inc. 2.26% due 2/2/2005                                                         25,000           24,899
Amersterdam Funding Corp. 1.88%-2.05% due 12/3/2004-1/5/2005(2)                                      115,000          114,873
Bank of Ireland 1.97%-2.24% due 12/17/2004-2/11/2005(2)                                              114,900          114,455
Calyon North America Inc. 1.93%-2.185% due 12/22/2004-1/21/2005                                      100,000           99,998
BNP Paribas Finance Inc. 1.82%-2.18% due 12/2/2004-1/21/2005                                         100,000           99,839
CBA (Delaware) Finance Inc. 2.02%-2.25% due 1/5-2/22/2005                                            100,000           99,588
Toyota Motor Credit Corp. 2.04%-2.05% due 1/11-1/19/2005                                              91,800           91,545
Westpac Capital Corp. 2.00%-2.01% due 1/6-1/18/2005                                                   63,350           63,183
Westpac Trust Securities NZ Ltd. 2.115% due 1/27/2005                                                 22,300           22,220
KfW International Finance Inc. 2.01%-2.22% due 12/14/2004-2/18/2005(2)                                85,000           84,747
DaimlerChrysler Revolving Auto Conduit LLC II 2.00%-2.25% due
     12/20/2004-1/19/2005                                                                             83,114           82,974
HSBC USA Inc. 1.825%-2.09% due 12/15/2004-1/10/2005                                                   75,000           74,899
Ciesco LLC 2.00%-2.13% due 1/6/2005(2)                                                                75,000           74,839
Bank of Nova Scotia 1.89%-2.17% due 12/20/2004-1/20/2005                                              75,000           74,816
American Honda Finance Corp. 2.05%-2.14% due 1/5-1/12/2005                                            60,000           59,860
Royal Bank of Scotland PLC 1.86%-2.05% due 12/14/2004-1/14/2005                                       57,000           56,909
Toronto-Dominion Bank 1.87%-2.205% due 12/13/2004-1/24/2005                                           50,000           49,999
Rabobank USA Financial Corp. 1.80%-1.84% due 12/1-12/7/2004                                           50,000           49,990
Siemens Capital Co. LLC 2.02% due 12/16/2004                                                          50,000           49,955
Canadian Imperial Holdings Inc. 2.11% due 1/12/2005                                                   50,000           49,872
Allied Irish Banks N.A. Inc. 1.93%-2.245% due 12/22/2004-2/15/2005(2)                                 50,000           49,848
GlaxoSmithKline Finance PLC 2.03%-2.19% due 1/20-1/27/2005                                            50,000           49,833
Freddie Mac 2.15% due 1/26/2005                                                                       50,000           49,822
U.S. Treasury Bills 2.03% due 2/3/2005                                                                50,000           49,818
Caisse d'Amortissement de la Dette Sociale 1.92%-1.97% due 12/6-12/13/2004                            49,400           49,374
Wells Fargo & Co. 2.03%-2.20% due 1/11-2/4/2005                                                       44,500           44,495
Edison Asset Securitization LLC 2.25% due 1/28/2005(2)                                                40,000           39,852
Total Capital SA 2.01%-2.04% due 12/30/2004(2)                                                        39,500           39,433
Shell Finance (U.K.) PLC 2.20% due 2/2/2005                                                           30,000           29,881
Thunder Bay Funding, LLC 2.00%-2.20% due 1/7-1/13/2005(2)                                             25,600           25,535
Nestle Capital Corp. 1.85% due 12/16/2004(2)                                                          25,000           24,979
European Investment Bank 2.00% due 1/4/2005                                                           25,000           24,950
Gaz de France 2.01% due 12/13/2004                                                                    21,800           21,784
Telstra Corp. Ltd. 1.95% due 12/30/2004                                                                7,700            7,686


TOTAL SHORT-TERM SECURITIES (cost: $3,194,550,000)                                                                  3,194,337


TOTAL INVESTMENT SECURITIES (cost: $24,543,572,000)                                                                30,792,462
Other assets less liabilities                                                                                          76,486

NET ASSETS                                                                                                        $30,868,948



Miscellaneous securities include holdings in their initial period of acquisition
that have not previously been publicly disclosed.

(1) Security did not produce income during the last 12 months.
(2) Purchased in a private placement transaction; resale may be limited to
    qualified institutional buyers; resale to the public may require
    registration. The total value of all such restricted securities was
    $1,197,610,000, which represented 3.88% of the net assets of the fund.
(3) Valued under fair value procedures adopted by authority of the Board of
    Directors.
(4) Represents an affiliated company as defined under the Investment Company
    Act of 1940.
(5) Company not making scheduled interest payments; bankruptcy proceedings
    pending.

ADR = American Depositary Receipts
GDR = Global Depositary Receipts



             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Capital World Growth and Income, Inc.:

We have audited, in accordance with standards of the Public Company Accounting
Oversight Board (United States), the financial statements of Capital World
Growth and Income, Inc. (the "Fund") as of November 30, 2004, and for the year
then ended and have issued our unqualified report thereon dated January 3, 2005
(which report and financial statements are included in Item 1 of this Certified
Shareholder Report on Form N-CSR). Our audit included an audit of the Fund's
investment portfolio (the "Portfolio") as of November 30, 2004 appearing in Item
6 of this Form N-CSR. This Portfolio is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this portfolio based
on our audit.

In our opinion, the Portfolio referred to above, when read in conjunction with
the financial statements of the Fund referred to above, presents fairly, in all
material respects, the information set forth therein.



PricewaterhouseCoopers LLP
Los Angeles, California
January 3, 2005



ITEM 7 - Disclosure  of Proxy  Voting  Policies and  Procedures  for  Closed-End
Management Investment Companies

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







ITEM 8 - Purchases of Equity  Securities  by  Closed-End  Management  Investment
Company and Affiliated Purchasers Not applicable to this Registrant,  insofar as
the Registrant is not a closed-end management investment company.

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

There have been no material changes to the procedures by which  shareholders may
recommend  nominees to the Registrant's  Board of Directors since the Registrant
last  submitted a proxy  statement to its  shareholders.  The  procedures are as
follows.  The Registrant has a nominating  committee comprised solely of persons
who are not considered "interested persons" of the Registrant within the meaning
of the Investment  Company Act of 1940, as amended.  The committee  periodically
reviews such issues as the Board's  composition,  responsibilities,  committees,
compensation and other relevant issues,  and recommends any appropriate  changes
to the full Board of Directors. While the committee normally is able to identify
from its own resources an ample number of qualified candidates, it will consider
shareholder  suggestions  of persons to be considered as nominees to fill future
vacancies  on the  Board.  Such  suggestions  must  be sent  in  writing  to the
nominating committee of the Registrant, c/o the Registrant's Secretary, and must
be accompanied by complete biographical and occupational data on the prospective
nominee,   along  with  a  written  consent  of  the  prospective   nominee  for
consideration of his or her name by the nominating committee.


ITEM 10 - Controls and Procedures

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

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







ITEM 11 - Exhibits

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

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

                                      Capital World Growth and Income Fund, Inc.


                                      By /s/ Stephen E. Bepler
                                    --------------------------------------------
                                      Stephen E. Bepler, President and PEO

                                      Date: February 7, 2005

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



By   /s/ Stephen E. Bepler
   --------------------------------------------------
         Stephen E. Bepler, President and PEO

Date: February 7, 2005



By   /s/ Jeffrey P. Regal
   --------------------------------------------------
         Jeffrey P. Regal, Treasurer and PFO

Date: February 7, 2005