MARKED TO SHOW CHANGES
 
                                               SEC. File Nos. 2-12967
                                                             811-5085
                                                                             
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
 
                                 FORM N-1A
                          Registration Statement
                                   Under
                         the Securities Act of 1933
 
                       Post-Effective Amendment No. 14
                                    and
                            Registration Statement
                                   Under
                     The Investment Company Act of 1940
                               Amendment No. 16
 
                       CAPITAL  INCOME  BUILDER,  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
 
                               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:
                          MICHAEL  J. FAIRCLOUGH, ESQ.
                             O'Melveny & Myers LLP
                             400 South Hope Street
                        Los Angeles, California  90071
                          (Counsel for the Registrant)
 
                 Approximate date of proposed public offering:
It is proposed that this filing become effective on January 1, 1999, pursuant 
                        to paragraph (b) of rule 485.
 
<PAGE>
 
                            The American Funds Logo
 
--------------------------------------------------------------------------------
 
                                 Capital Income
 
                                    Builder
                                   Prospectus
 
                                JANUARY 1, 1999
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<PAGE>
 
CAPITAL INCOME BUILDER, INC.
333 South Hope Street
Los Angeles, CA 90071
TICKER SYMBOL: CAIBX            NEWSPAPER ABBREV.: CapIB            FUND NO.: 12
 
--------------------------------------------------------------------------------
TABLE OF CONTENTS
 
<TABLE>
<S>                                                           <C>
Risk/Return Summary                                             2
 ..................................................................
Fees and Expenses of the Fund                                   5
 ..................................................................
Investment Objectives, Strategies and Risks                     6
 ..................................................................
Year 2000                                                       8
 ..................................................................
Management and Organization                                     9
 ..................................................................
Shareholder Information                                        11
 ..................................................................
Purchase and Exchange of Shares                                12
 ..................................................................
Distribution Arrangements                                      16
 .................................................................
Financial Highlights                                           17
</TABLE>
 
--------------------------------------------------------------------------------
 
12-010-0199/B
                                        CAPITAL INCOME BUILDER / PROSPECTUS    1
 
<PAGE>
 
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
   
The fund primarily seeks to provide you with a level of current income which
exceeds the average yield on U.S. stocks generally and a growing stream of
income over the years. Secondarily, the fund strives to make your investment
grow over time. The fund invests primarily in a broad range of income-producing
securities, including stocks with a history of, or potential for, increasing
dividends. Normally, the fund will invest at least 90% of its assets in
income-producing securities (with at least 50% of its assets in common stocks).
The fund may also invest significantly in non-U.S. securities.    
 
The fund is designed for investors seeking current income and capital
appreciation through a mix of investments that provide above-average price
stability. An investment in the fund is subject to various risks, including the
possibility that its share price and total return may decline in response to
certain events, such as changes in the market or general economy. The prices of
equity securities held by the fund may be affected by events involving the
issuers of these securities. The value of debt securities may be affected by
changing interest rates and credit ratings. In addition, the prices of non-U.S.
securities can decline in response to various factors, including currency
fluctuations and political, social and economic instability. Accordingly, you
may lose money by investing in the fund. The likelihood of loss is greater if
you invest for a shorter period of time.
 
Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.
 
  2   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
INVESTMENT RESULTS
 
The following information illustrates how fund results may vary:
 
  Here are the fund's results calculated without a sales charge on a calendar
  year basis. (If a sales charge were included, results would be lower.)
<TABLE>
<CAPTION>
88               89           90          91         92          93           94          95           96           97
<S>             <C>          <C>         <C>         <C>        <C>          <C>         <C>          <C>          <C>
12.45           19.98        3.89        25.7        10         15.28        -2.26       25.05        17.64        23.33
</TABLE>
 
  The fund's year-to-date return for the nine months ended September 30, 1998
was 3.67%.
 
 The fund's highest/lowest quarterly results during this time period were:
   
 X HIGHEST  11.08%  (quarter ended December 31, 1990)
 
 X LOWEST   -7.02%  (quarter ended September 30, 1990)
    
                                        CAPITAL INCOME BUILDER / PROSPECTUS    3
 
<PAGE>
 
For periods ended December 31, 1997:
   
<TABLE>
<CAPTION>
                                              THE FUND WITH
                                                 MAXIMUM
             AVERAGE ANNUAL                   SALES CHARGE
              TOTAL RETURN                     DEDUCTED(1)       S&P 500(2)
---------------------------------------------------------------------------
<S>                                           <C>                <C>
One Year                                         16.25%            33.32%
 .........................................................................
Five Years                                       14.02%            20.23%
 .........................................................................
Ten Years                                        14.08%            18.01%
 .........................................................................
Lifetime(3)                                      12.99%            14.58%
</TABLE>
    
Yield(1): 3.48%
 
(For current yield information call American FundsLine(R) at 1-800-325-3590)
 
(1) These fund results were calculated according to a formula which requires
    that the maximum sales charge of 5.75% be deducted. Results would be higher
    if they were calculated at net asset value.
 
(2) The Standard & Poor's 500 Composite Index represents stocks. This index is
    unmanaged and does not reflect sales charges, commissions or expenses.
 
(3) The fund began investment operations on July 30, 1987.
 
These results illustrate the potential fluctuations on the fund's results over
shorter periods of time. In addition, past results are not an indication of
future results.
 
  4   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
 
The following describes the fees and expenses that you may pay if you buy and
hold shares of the fund.
 
SHAREHOLDER FEES
(fees paid directly from your investment)
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
Maximum sales charge imposed on purchases
(as a percentage of offering price)                       5.75%(1)
 .................................................................
Maximum sales charge imposed on reinvested dividends           0%
 .................................................................
Maximum deferred sales charge                               0%(2)
 .................................................................
Redemption or exchange fees                                    0%
</TABLE>
 
(1) Sales charges are reduced or eliminated for larger purchases.
 
(2) A contingent deferred sales charge of 1% applies on certain redemptions made
    within 12 months following any purchases you made without a sales charge.
   
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the fund assets)
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>
Management Fees                                             0.32%
 .................................................................
Service (12b-1) Fees                                       0.22%*
 .................................................................
Other Expenses                                              0.10%
 .................................................................
Total Annual Fund Operating Expenses                        0.64%
</TABLE>
    
* 12b-1 expenses may not exceed 0.30% of the fund's average net assets annually.
 
EXAMPLE
 
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
 
The Example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
   
<TABLE>
<S>                                                        <C>
One Year                                                     $637
 .................................................................
Three Years                                                  $768
 .................................................................
Five Years                                                   $911
 .................................................................
Ten Years                                                  $1,327
</TABLE>
    
                                        CAPITAL INCOME BUILDER / PROSPECTUS    5
 
<PAGE>
 
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
 
The fund has two primary investment objectives -- 1) to provide you with a level
of current income which exceeds the average yield on U.S. stocks generally and
2) to provide you with a growing stream of income over the years. The fund's
secondary objective is to provide you with growth of capital. The fund invests
primarily in a broad range of income-producing securities, including stocks and
bonds. The fund may also invest significantly in securities of issuers domiciled
outside the U.S.
   
The fund, normally will invest at least 90% of its assets in income-producing
securities (with at least 50% of its assets in common stocks). The prices of
common stocks and other equity-type securities held by the fund may decline in
response to certain events including those directly involving issuers of these
securities, adverse conditions affecting the general economy, or overall market
declines. The values of debt securities held by the fund may be affected by
changing interest rates, effective maturities and credit ratings. For example,
the values of bonds in the fund's portfolio generally will decline when interest
rates rise and vice versa.    
 
The fund may also invest up to 40% of its assets in non-U.S. securities. The
prices of non-U.S. securities can decline in response to currency fluctuations,
political, social and economic instability, differing securities regulations,
and administrative difficulties such as delays in clearing and settling
portfolio transactions.
   
The fund may also invest in cash and cash equivalents, for example, in response
to abnormal market conditions. The extent of the fund's cash position will
depend on market conditions, fund purchases and redemptions, and other factors.
This may detract from achievement of the fund's objectives over the short-term
or it may protect the fund during a market downturn.    
 
The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
securities. The basic investment philosophy of Capital Research and Management
Company is to seek undervalued securities that represent good long-term
investment opportunities.
 
  6   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
   
  CAPITAL INCOME BUILDER'S ANNUAL DIVIDEND RATE OVER ITS LIFETIME
 
  Compared with the average of equity-income funds and Standard & Poor's 500
  Stock Composite Index.
 
<TABLE>
<CAPTION>
                                                 CAPITAL INCOME BUILDER        EQUITY-INCOME FUNDS               S&P 500
                                                 ----------------------        -------------------               -------
<S>                                             <C>                         <C>                         <C>
10/31/88                                                  5.08                        3.87                        3.29
10/31/89                                                  5.14                        4.37                        3.21
10/31/90                                                   5.6                        5.92                        3.91
10/31/91                                                  5.07                        4.23                        3.09
10/31/92                                                   4.7                        3.59                        2.95
10/31/93                                                  4.43                        2.85                        2.68
10/31/94                                                   5.3                        2.92                        2.76
10/31/95                                                  4.66                        2.74                        2.35
10/31/96                                                  4.89                        2.22                         2.1
10/31/97                                                  3.83                        1.81                        1.68
10/31/98                                                  4.33                        1.61                        1.48
</TABLE>
 
  All numbers are calculated by Lipper Analytical Services.
 
  The 12-month dividend rate is calculated by taking the total of the trailing
  12 months' dividends and dividing by the month-end net asset value adjusted
  for capital gains.
 
<TABLE>
   <S>                                                           <C>
                                                                  PERCENT OF
   TEN LARGEST INDIVIDUAL EQUITY HOLDINGS
   (AS OF THE END OF THE FUND'S FISCAL YEAR, OCTOBER 31, 1998)    NET ASSETS
   -------------------------------------------------------------------------
   First Union                                                      3.07%
   ......................................................................
   United Utilities                                                 2.13
   ......................................................................
   Wachovia                                                         1.97
   ......................................................................
   BANK ONE                                                         1.81
   ......................................................................
   Philip Morris                                                    1.58
   ......................................................................
   Ameritech                                                        1.54
   ......................................................................
   Southern Electric                                                1.52
   ......................................................................
   Deutsche Telekom                                                 1.44
   ......................................................................
   Thames Water                                                     1.38
   ......................................................................
   Telefonica                                                       1.19
   ......................................................................
</TABLE>
 
  Because the fund is actively managed, its holdings will change from time to
  time.
    
                                        CAPITAL INCOME BUILDER / PROSPECTUS    7
 
<PAGE>
 
--------------------------------------------------------------------------------
YEAR 2000
 
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the fund and its
shareholders. However, the fund understands that its key service providers --
including the investment adviser and its affiliates -- are taking steps to
address the issue. In addition, the Year 2000 problem may adversely affect the
issuers in which the fund invests. For example, issuers may incur substantial
costs to address the problem. They may also suffer losses caused by corporate
and governmental data processing errors. The fund and its investment adviser
will continue to monitor developments relating to this issue.
 
  8   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
MANAGEMENT AND ORGANIZATION
 
INVESTMENT ADVISER
 
Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including those in The American Funds Group. Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital
Research and Management Company manages the investment portfolio and business
affairs of the fund. The total management fee paid by the fund, as a percentage
of average net assets, for the previous fiscal year is discussed earlier under
"Fees and Expenses of the Fund."
 
Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company Institute's
Advisory Group on Personal Investing. This policy has also been incorporated
into the fund's code of ethics.
 
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
 
Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this system the portfolio of a
fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested (within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee). In addition, Capital Research
and Management Company's research professionals may make investment decisions
with respect to a portion of a fund's portfolio. The primary individual
portfolio counselors for Capital Income Builder are listed on the following
page.
 
                                        CAPITAL INCOME BUILDER / PROSPECTUS    9
 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                              YEARS OF EXPERIENCE
                                                                                AS AN INVESTMENT
                                                                                  PROFESSIONAL
                                                                          (INCLUDING THE LAST 5 YEARS)
                                                                 .....................................
                                                 YEARS OF EXPERIENCE      WITH CAPITAL
                                             AS PORTFOLIO COUNSELOR (AND  RESEARCH AND
                                               RESEARCH PROFESSIONAL,      MANAGEMENT
 PORTFOLIO COUNSELORS                            IF APPLICABLE) FOR          COMPANY
  FOR CAPITAL INCOME                           CAPITAL INCOME BUILDER        OR ITS
       BUILDER           PRIMARY TITLE(S)           (APPROXIMATE)          AFFILIATES     TOTAL YEARS
 -----------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                          <C>            <C>
 
 JAMES B. LOVELACE     President and         10 years                     17 years       17 years
                       Director of the
                       fund. Senior Vice
                       President, Capital
                       Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 JON B. LOVELACE       Vice Chairman of the  11 years (since the fund     47 years       47 years
                       Board of the fund.    began operations)
                       Chairman Emeritus,
                       Capital Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 JANET A. MCKINLEY     Senior Vice           11 years (since the fund     17 years       23 years
                       President of the      began operations)
                       fund. Director,
                       Capital Research and
                       Management Company.
 -----------------------------------------------------------------------------------------------------
 WILLIAM R. GRIMSLEY   Senior Vice           11 years (since the fund     29 years       36 years
                       President and         began operations)
                       Director, Capital
                       Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 THIERRY VANDEVENTER   Director, Capital     11 years (since the fund     36 years       36 years
                       Research and          began operations)
                       Management Company
 -----------------------------------------------------------------------------------------------------
 The fund began investment operations on July 30, 1987.
 * Company affiliated with Capital Research and Management Company.
</TABLE>
 
  10   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
 
SHAREHOLDER SERVICES
 
American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your needs
and circumstances change. These services are available only in states where they
may be legally offered and may be terminated or modified at any time upon 60
days' written notice. For your convenience, American Funds Service Company has
four service centers across the country.
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    CALL TOLL-FREE FROM ANYWHERE IN THE U.S.
                             (8 A.M. TO 8 P.M. ET):
                                  800/421-0180
 
                           #U.S. CALL TOLL-FREE MAP#
 
<TABLE>
      <S>                <C>                <C>                  <C>
      WESTERN SERVICE    WESTERN CENTRAL        EASTERN CENTRAL  EASTERN SERVICE
      CENTER             SERVICE CENTER          SERVICE CENTER  CENTER
      American Funds     American Funds          American Funds  American Funds
      Service Company    Service Company        Service Company  Service Company
      P.O. Box 2205      P.O. Box 659522          P.O. Box 6007  P.O. Box 2280
      Brea, California   San Antonio,             Indianapolis,  Norfolk, Virginia
      92822-2205         Texas                          Indiana  23501-2280
      Fax: 714/671-7080  78265-9522                  46206-6007  Fax: 757/670-4773
                         Fax: 210/474-4050    Fax: 317/735-6620
</TABLE>
 
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS DESCRIBED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is sent
to new shareholders and is available by writing or calling American Funds
Service Company.
 
YOU MAY INVEST IN THE FUND THROUGH VARIOUS RETIREMENT PLANS. However, some
retirement plans or accounts held by investment dealers may not offer certain
services. If you have any questions, please contact your plan administrator/
trustee or dealer.
                                       CAPITAL INCOME BUILDER / PROSPECTUS    11
 
<PAGE>
 
--------------------------------------------------------------------------------
PURCHASE AND EXCHANGE OF SHARES
 
PURCHASE
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."
 
EXCHANGE
 
You may exchange your shares into other funds in The American Funds Group
generally without a sales charge. Exchanges of shares from the money market
funds initially purchased without a sales charge generally will be subject to
the appropriate sales charge. Exchanges have the same tax consequences as
ordinary sales and purchases. See "Transactions by Telephone . . ." for
information regarding electronic exchanges.
 
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS
CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD
OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT
ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY INVESTOR
WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR
POTENTIAL HARM TO THE FUND.
 
INVESTMENT MINIMUMS
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                      <C>
To establish an account                                  $1,000
   For a retirement plan account                         $  250
   For a retirement plan account through payroll         $   25
      deduction
To add to an account                                     $   50
   For a retirement plan account through payroll         $   25
      deduction
</TABLE>
 
SHARE PRICE
 
The fund calculates its share price, also called net asset value, as of 4:00
p.m. New York time, which is the normal close of trading on the New York Stock
Exchange, every day the Exchange is open. In calculating net asset value, market
prices are used when available. If a market price for a particular security is
not available, the fund will determine the appropriate price for the security.
 
Your shares will be purchased at the offering price, or sold at the net asset
value, next determined after American Funds Service Company receives and accepts
  12   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
your request. The offering price is the net asset value plus a sales charge, if
applicable.
 
SALES CHARGE
 
A sales charge may apply to your purchase. Your sales charge may be reduced for
larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                SALES CHARGE AS A PERCENTAGE OF
                               .................................
                                                        NET         DEALER CONCESSION
                                  OFFERING            AMOUNT             AS % OF
         INVESTMENT                 PRICE            INVESTED        OFFERING PRICE
--------------------------------------------------------------------------------------
<S>                            <C>                <C>              <C>
Less than $50,000                 5.75%              6.10%                5.00%
 ......................................................................................
$50,000 but less than
  $100,000                        4.50%              4.71%                3.75%
 ......................................................................................
$100,000 but less than
  $250,000                        3.50%              3.63%                2.75%
 ......................................................................................
$250,000 but less than
  $500,000                        2.50%              2.56%                2.00%
 ......................................................................................
$500,000 but less than $1
  million                         2.00%              2.04%                1.60%
 ......................................................................................
$1 million or more and
certain other investments
described below                 see below          see below            see below
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGE
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 100 or more eligible employees are sold
with no initial sales charge. A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS BY ACCOUNTS THAT INVEST WITH NO INITIAL SALES
CHARGE (OTHER THAN EMPLOYER-SPONSORED PLANS), IF REDEMPTIONS ARE MADE WITHIN ONE
YEAR OF PURCHASE. A dealer concession of up to 1% may be paid by the fund under
its Plan of Distribution and/or by American Funds Distributors on investments
made with no initial sales charge.
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your sales
charge. You must let your investment dealer or American Funds Service Company
know if you qualify for a reduction in your sales charge using one or any
combination of the methods described in the statement of additional information
and "Welcome to the Family."
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. Up to 0.25%
of average net assets is paid annually to qualified dealers for providing
certain services pursuant to the fund's Plan of Distribution. The 12b-1 fee, as
a
                                       CAPITAL INCOME BUILDER / PROSPECTUS    13
 
<PAGE>
 
percentage of average net assets, paid by the fund for the previous fiscal year
is indicated earlier under "Fees and Expenses of the Fund." Since these fees are
paid out of the fund's assets on an ongoing basis, over time they will increase
the cost of an investment and may cost you more than paying higher initial sales
charges.
 
OTHER COMPENSATION TO DEALERS
 
American Funds Distributors may provide additional compensation to, or sponsor
informational meetings for, dealers as described in the statement of additional
information.
 
HOW TO SELL SHARES
 
Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) those shares in any
of the following ways:
 
  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
 
  -  Shares held for you in your dealer's name must be sold through the dealer.
 
  WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
  -  Requests must be signed by the registered shareholder(s)
 
  -  A signature guarantee is required if the redemption is:
 
     -- Over $50,000;
 
     -- Made payable to someone other than the registered shareholder(s); or
 
     -- Sent to an address other than the address of record, or an address of
        record which has been changed within the last 10 days.
 
  -  Additional documentation may be required for sales of shares held in
     corporate, partnership or fiduciary accounts.
 
  TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
  FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(R)
 
  -  Redemptions by telephone or fax (including American FundsLine and American
     FundsLine OnLine) are limited to $50,000 per shareholder each day
 
  -  Checks must be made payable to the registered shareholder
 
  -  Checks must be mailed to an address of record that has been used with the
     account for at least 10 days.
 
  14   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE(R), OR AMERICAN FUNDSLINE
ONLINE(R)
 
Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all of
these services. You may reinstate these services at any time.
 
Unless you decide not to have telephone, fax, or computer services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from any
losses, expenses, costs or liabilities (including attorney fees) which may be
incurred in connection with the exercise of these privileges, provided American
Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, the fund may be liable for
losses due to unauthorized or fraudulent instructions.
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    15
 
<PAGE>
 
--------------------------------------------------------------------------------
DISTRIBUTION ARRANGEMENTS
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund intends to distribute dividends to you, usually in March, June,
September and December. Capital gains, if any, are usually distributed in
December.
 
You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash.
 
TAX CONSEQUENCES
 
Dividends and capital gains are generally taxable whether they are reinvested or
received in cash -- unless you are exempt from taxation or entitled to tax
deferral. Capital gains may be taxed at different rates depending on the length
of time the fund holds its assets.
 
The tax treatment of redemptions from a retirement plan account may differ from
redemptions from an ordinary shareholder account.
 
You must provide the fund with a certified correct taxpayer identification
number (generally your Social Security Number) and certify that you are not
subject to backup withholding. If you fail to do so, the IRS can require the
fund to withhold 31% of your taxable distributions and redemptions. Federal law
also requires the fund to withhold 30% of the applicable tax treaty rate from
dividends paid to certain non-resident alien, non-U.S. partnership and non-U.S.
corporation shareholder accounts.
 
Please see the statement of additional information, "Welcome to the Family," and
your tax adviser for further information.
 
  16   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the fund's
results for the past five years. Certain information reflects financial results
for a single fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with the fund's
financial statements, are included in the statement of additional information,
which is available upon request.
   
<TABLE>
<CAPTION>
                                                   YEARS ENDED OCTOBER 31
                                               ...............................
                                1998          1997          1996          1995          1994
                               -------------------------------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of
period                          $46.14        $39.70        $36.27        $32.68        $34.42
----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income             2.09          1.74          1.95          1.69          1.73
 ..............................................................................................
Net gains or losses on
securities (both realized and
unrealized)                       3.87          7.20          3.92          3.69         (1.62)
----------------------------------------------------------------------------------------------
Total from investment
operations                        5.96          8.94          5.87          5.38           .11
----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net
investment income)               (2.09)        (1.77)        (1.94)        (1.69)        (1.73)
 ..............................................................................................
Distributions (from capital
gains)                           (1.61)         (.73)         (.50)         (.10)         (.12)
----------------------------------------------------------------------------------------------
Total distributions              (3.70)        (2.50)        (2.44)        (1.79)        (1.85)
 ..............................................................................................
Net asset value, end of
period                          $48.40        $46.14        $39.70        $36.27       $ 32.68
----------------------------------------------------------------------------------------------
Total return(1)                 13.33%        23.16%        16.76%        16.98%          .47%
----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in
millions)                       $8,747        $7,301        $5,418        $4,533       $ 3,629
 ..............................................................................................
Ratios of expenses to average
net assets                        .64%          .65%          .71%          .72%          .73%
 ..............................................................................................
Ratio of net income to
average net assets               4.35%         4.04%         5.19%         4.96%         5.29%
 ..............................................................................................
Portfolio turnover rate         24.38%        27.65%        27.56%        18.06%        36.19%
</TABLE>
    
(1) Excludes maximum sales charge of 5.75%.
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    17
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
  18   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    19
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
  20   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    21
 
<PAGE>
 
<TABLE>
   <S>                    <C>                  <C>
   FOR SHAREHOLDER        FOR RETIREMENT PLAN  FOR DEALER
   SERVICES               SERVICES             SERVICES
   American Funds         Call your employer   American Funds
   Service Company        or                   Distributors
   800/421-0180           plan administrator   800/421-9900
                                               ext. 11
</TABLE>
 
<TABLE>
   <S>                             <C>
                     FOR 24-HOUR INFORMATION
 
             American              American Funds
             FundsLine(R)          Internet Web site
             800/325-3590          http://www.americanfunds.com
 
   Telephone conversations may be recorded or monitored for
   verification, recordkeeping and quality assurance purposes.
 
   ------------------------------------------------------------
 
   MULTIPLE TRANSLATIONS
 
   This prospectus may be translated into other languages. In
   the event of any inconsistencies or ambiguity as to the
   meaning of any word or phrase in a translation, the English
   text will prevail.
 
   ------------------------------------------------------------
 
                      OTHER FUND INFORMATION
 
   ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
 
   Contains additional information about the fund including
   financial statements, investments results, portfolio
   holdings, a statement from portfolio management discussing
   market conditions and the fund's investment strategies, and
   the independent accountants' report (in the annual report).
 
   STATEMENT OF ADDITIONAL INFORMATION (SAI)
 
   Contains more detailed information on all aspects of the
   fund, including the fund's financial statements.
   A current SAI has been filed with the Securities and
   Exchange Commission ("SEC") and is incorporated by reference
   into this prospectus. The SAI and other related materials
   about the fund are available for review or to be copied at
   the SEC's Public Reference Room (1-800-SEC-0330) or on the 
   SEC's Internet Web site at http://www.sec.gov.
 
   CODE OF ETHICS
 
   Includes a description of the fund's personal investing
   policy.
 
   To request a free copy of any of the documents above:
 
      Call American Funds    or    Write to the Secretary of
      Service Company              the fund
      800/421-0180 ext. 1          333 South Hope Street
                                   Los Angeles, CA 90071
</TABLE>
 
  Investment Company File No. 811-5085
  
                                  LOGO  Printed on recycled paper
 
 
THE FUND PROVIDES SPANISH TRANSLATIONS IN CONNECTION WITH THE PUBLIC OFFERING
AND SALE OF ITS SHARES.  THE FOLLOWING IS A FAIR AND ACCURATE ENGLISH
TRANSLATION OF A SPANISH LANGUAGE PROSPECTUS FOR THE FUND.
 
/s/ Vincent P. Corti
    Vincent P. Corti
    Secretary
 
<PAGE>
 
                            The American Funds Logo
 
--------------------------------------------------------------------------------
 
                                 Capital Income
 
                                    Builder
                                   Prospectus
 
                                JANUARY 1, 1999
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES. FURTHER, IT HAS NOT
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<PAGE>
 
CAPITAL INCOME BUILDER, INC.
333 South Hope Street
Los Angeles, CA 90071
TICKER SYMBOL: CAIBX            NEWSPAPER ABBREV.: CapIB            FUND NO.: 12
 
--------------------------------------------------------------------------------
TABLE OF CONTENTS
 
<TABLE>
<S>                                                           <C>
Risk/Return Summary                                             2
 ..................................................................
Fees and Expenses of the Fund                                   5
 ..................................................................
Investment Objectives, Strategies and Risks                     6
 ..................................................................
Year 2000                                                       8
 ..................................................................
Management and Organization                                     9
 ..................................................................
Shareholder Information                                        11
 ..................................................................
Purchase and Exchange of Shares                                12
 ..................................................................
Distribution Arrangements                                      16
 .................................................................
Financial Highlights                                           17
</TABLE>
 
--------------------------------------------------------------------------------
 
12-010-0199/B
                                        CAPITAL INCOME BUILDER / PROSPECTUS    1
 
<PAGE>
 
--------------------------------------------------------------------------------
RISK/RETURN SUMMARY
 
The fund primarily seeks to provide you with a level of current income which
exceeds the average yield on U.S. stocks generally and a growing stream of
income over the years. Secondarily, the fund strives to make your investment
grow over time. The fund invests primarily in a broad range of income-producing
securities, including stocks with a history of, or potential for, increasing
dividends. Normally, the fund will invest at least 90% of its assets in
income-producing securities (with at least 50% of its assets in common stocks).
The fund may also invest significantly in non-U.S. securities.
 
The fund is designed for investors seeking current income and capital
appreciation through a mix of investments that provide above-average price
stability. An investment in the fund is subject to various risks, including the
possibility that its share price and total return may decline in response to
certain events, such as changes in the market or general economy. The prices of
equity securities held by the fund may be affected by events involving the
issuers of these securities. The value of debt securities may be affected by
changing interest rates and credit ratings. In addition, the prices of non-U.S.
securities can decline in response to various factors, including currency
fluctuations and political, social and economic instability. Accordingly, you
may lose money by investing in the fund. The likelihood of loss is greater if
you invest for a shorter period of time.
 
Your investment in the fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency, entity or person.
 
  2   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
INVESTMENT RESULTS
 
The following information illustrates how fund results may vary:
 
  Here are the fund's results calculated without a sales charge on a calendar
  year basis. (If a sales charge were included, results would be lower.)
<TABLE>
<CAPTION>
88               89           90          91         92          93           94          95           96           97
<S>             <C>          <C>         <C>         <C>        <C>          <C>         <C>          <C>          <C>
12.45           19.98        3.89        25.7        10         15.28        -2.26       25.05        17.64        23.33
</TABLE>
 
  The fund's year-to-date return for the nine months ended September 30, 1998
was 3.67%.
 
 The fund's highest/lowest quarterly results during this time period were:
 
 X HIGHEST  11.08%  (quarter ended December 31, 1990)
 
 X LOWEST   -7.02%  (quarter ended September 30, 1990)
 
                                        CAPITAL INCOME BUILDER / PROSPECTUS    3
 
<PAGE>
 
For periods ended December 31, 1997:
 
<TABLE>
<CAPTION>
                                              THE FUND WITH
                                                 MAXIMUM
             AVERAGE ANNUAL                   SALES CHARGE
              TOTAL RETURN                     DEDUCTED(1)       S&P 500(2)
---------------------------------------------------------------------------
<S>                                           <C>                <C>
One Year                                         16.25%            33.32%
 .........................................................................
Five Years                                       14.02%            20.23%
 .........................................................................
Ten Years                                        14.08%            18.01%
 .........................................................................
Lifetime(3)                                      12.99%            14.58%
</TABLE>
 
Yield(1): 3.48%
 
(For current yield information call American FundsLine(R) at 1-800-325-3590)
 
(1) These fund results were calculated according to a formula which requires
    that the maximum sales charge of 5.75% be deducted. Results would be higher
    if they were calculated at net asset value.
 
(2) The Standard & Poor's 500 Composite Index represents stocks. This index is
    unmanaged and does not reflect sales charges, commissions or expenses.
 
(3) The fund began investment operations on July 30, 1987.
 
These results illustrate the potential fluctuations on the fund's results over
shorter periods of time. In addition, past results are not an indication of
future results.
 
  4   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
 
The following describes the fees and expenses that you may pay if you buy and
hold shares of the fund.
 
SHAREHOLDER FEES
(fees paid directly from your investment)
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
Maximum sales charge imposed on purchases
(as a percentage of offering price)                       5.75%(1)
 .................................................................
Maximum sales charge imposed on reinvested dividends           0%
 .................................................................
Maximum deferred sales charge                               0%(2)
 .................................................................
Redemption or exchange fees                                    0%
</TABLE>
 
(1) Sales charges are reduced or eliminated for larger purchases.
 
(2) A contingent deferred sales charge of 1% applies on certain redemptions made
    within 12 months following any purchases you made without a sales charge.
 
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the fund assets)
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>
Management Fees                                             0.32%
 .................................................................
Service (12b-1) Fees                                       0.22%*
 .................................................................
Other Expenses                                              0.10%
 .................................................................
Total Annual Fund Operating Expenses                        0.64%
</TABLE>
 
* 12b-1 expenses may not exceed 0.30% of the fund's average net assets annually.
 
EXAMPLE
 
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
 
The Example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                        <C>
One Year                                                     $637
 .................................................................
Three Years                                                  $768
 .................................................................
Five Years                                                   $911
 .................................................................
Ten Years                                                  $1,327
</TABLE>
 
                                        CAPITAL INCOME BUILDER / PROSPECTUS    5
 
<PAGE>
 
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
 
The fund has two primary investment objectives -- 1) to provide you with a level
of current income which exceeds the average yield on U.S. stocks generally and
2) to provide you with a growing stream of income over the years. The fund's
secondary objective is to provide you with growth of capital. The fund invests
primarily in a broad range of income-producing securities, including stocks and
bonds. The fund may also invest significantly in securities of issuers domiciled
outside the U.S.
 
The fund, normally will invest at least 90% of its assets in income-producing
securities (with at least 50% of its assets in common stocks). The prices of
common stocks and other equity-type securities held by the fund may decline in
response to certain events including those directly involving issuers of these
securities, adverse conditions affecting the general economy, or overall market
declines. The values of debt securities held by the fund may be affected by
changing interest rates, effective maturities and credit ratings. For example,
the values of bonds in the fund's portfolio generally will decline when interest
rates rise and vice versa.
 
The fund may also invest up to 40% of its assets in non-U.S. securities. The
prices of non-U.S. securities can decline in response to currency fluctuations,
political, social and economic instability, differing securities regulations,
and administrative difficulties such as delays in clearing and settling
portfolio transactions.
 
The fund may also invest in cash and cash equivalents, for example, in response
to abnormal market conditions. The extent of the fund's cash position will
depend on market conditions, fund purchases and redemptions, and other factors.
This may detract from achievement of the fund's objectives over the short-term
or it may protect the fund during a market downturn.
 
The fund relies on the professional judgment of its investment adviser, Capital
Research and Management Company, to make decisions about the fund's portfolio
securities. The basic investment philosophy of Capital Research and Management
Company is to seek undervalued securities that represent good long-term
investment opportunities.
 
  6   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
  CAPITAL INCOME BUILDER'S ANNUAL DIVIDEND RATE OVER ITS LIFETIME
 
  Compared with the average of equity-income funds and Standard & Poor's 500
  Stock Composite Index.
 
<TABLE>
<CAPTION>
                                                 CAPITAL INCOME BUILDER        EQUITY-INCOME FUNDS               S&P 500
                                                 ----------------------        -------------------               -------
<S>                                             <C>                         <C>                         <C>
10/31/88                                                  5.08                        3.87                        3.29
10/31/89                                                  5.14                        4.37                        3.21
10/31/90                                                   5.6                        5.92                        3.91
10/31/91                                                  5.07                        4.23                        3.09
10/31/92                                                   4.7                        3.59                        2.95
10/31/93                                                  4.43                        2.85                        2.68
10/31/94                                                   5.3                        2.92                        2.76
10/31/95                                                  4.66                        2.74                        2.35
10/31/96                                                  4.89                        2.22                         2.1
10/31/97                                                  3.83                        1.81                        1.68
10/31/98                                                  4.33                        1.61                        1.48
</TABLE>
 
  All numbers are calculated by Lipper Analytical Services.
 
  The 12-month dividend rate is calculated by taking the total of the trailing
  12 months' dividends and dividing by the month-end net asset value adjusted
  for capital gains.
 
<TABLE>
   <S>                                                           <C>
                                                                  PERCENT OF
   TEN LARGEST INDIVIDUAL EQUITY HOLDINGS
   (AS OF THE END OF THE FUND'S FISCAL YEAR, OCTOBER 31, 1998)    NET ASSETS
   -------------------------------------------------------------------------
   First Union                                                      3.07%
   ......................................................................
   United Utilities                                                 2.13
   ......................................................................
   Wachovia                                                         1.97
   ......................................................................
   BANK ONE                                                         1.81
   ......................................................................
   Philip Morris                                                    1.58
   ......................................................................
   Ameritech                                                        1.54
   ......................................................................
   Southern Electric                                                1.52
   ......................................................................
   Deutsche Telekom                                                 1.44
   ......................................................................
   Thames Water                                                     1.38
   ......................................................................
   Telefonica                                                       1.19
   ......................................................................
</TABLE>
 
  Because the fund is actively managed, its holdings will change from time to
  time.
 
                                        CAPITAL INCOME BUILDER / PROSPECTUS    7
 
<PAGE>
 
--------------------------------------------------------------------------------
YEAR 2000
 
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the fund and its
shareholders. However, the fund understands that its key service providers --
including the investment adviser and its affiliates -- are taking steps to
address the issue. In addition, the Year 2000 problem may adversely affect the
issuers in which the fund invests. For example, issuers may incur substantial
costs to address the problem. They may also suffer losses caused by corporate
and governmental data processing errors. The fund and its investment adviser
will continue to monitor developments relating to this issue.
 
  8   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
MANAGEMENT AND ORGANIZATION
 
INVESTMENT ADVISER
 
Capital Research and Management Company, an experienced investment management
organization founded in 1931, serves as investment adviser to the fund and other
funds, including those in The American Funds Group. Capital Research and
Management Company, a wholly owned subsidiary of The Capital Group Companies,
Inc., is headquartered at 333 South Hope Street, Los Angeles, CA 90071. Capital
Research and Management Company manages the investment portfolio and business
affairs of the fund. The total management fee paid by the fund, as a percentage
of average net assets, for the previous fiscal year is discussed earlier under
"Fees and Expenses of the Fund."
 
Capital Research and Management Company and its affiliated companies have
adopted a personal investing policy that is consistent with the recommendations
contained in the May 9, 1994 report issued by the Investment Company Institute's
Advisory Group on Personal Investing. This policy has also been incorporated
into the fund's code of ethics.
 
MULTIPLE PORTFOLIO COUNSELOR SYSTEM
 
Capital Research and Management Company uses a system of multiple portfolio
counselors in managing mutual fund assets. Under this system the portfolio of a
fund is divided into segments which are managed by individual counselors.
Counselors decide how their respective segments will be invested (within the
limits provided by a fund's objective(s) and policies and by Capital Research
and Management Company's investment committee). In addition, Capital Research
and Management Company's research professionals may make investment decisions
with respect to a portion of a fund's portfolio. The primary individual
portfolio counselors for Capital Income Builder are listed on the following
page.
 
                                        CAPITAL INCOME BUILDER / PROSPECTUS    9
 
<PAGE>
 
<TABLE>
<CAPTION>
                                                                              YEARS OF EXPERIENCE
                                                                                AS AN INVESTMENT
                                                                                  PROFESSIONAL
                                                                          (INCLUDING THE LAST 5 YEARS)
                                                                 .....................................
                                                 YEARS OF EXPERIENCE      WITH CAPITAL
                                             AS PORTFOLIO COUNSELOR (AND  RESEARCH AND
                                               RESEARCH PROFESSIONAL,      MANAGEMENT
 PORTFOLIO COUNSELORS                            IF APPLICABLE) FOR          COMPANY
  FOR CAPITAL INCOME                           CAPITAL INCOME BUILDER        OR ITS
       BUILDER           PRIMARY TITLE(S)           (APPROXIMATE)          AFFILIATES     TOTAL YEARS
 -----------------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                          <C>            <C>
 
 JAMES B. LOVELACE     President and         10 years                     17 years       17 years
                       Director of the
                       fund. Senior Vice
                       President, Capital
                       Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 JON B. LOVELACE       Vice Chairman of the  11 years (since the fund     47 years       47 years
                       Board of the fund.    began operations)
                       Chairman Emeritus,
                       Capital Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 JANET A. MCKINLEY     Senior Vice           11 years (since the fund     17 years       23 years
                       President of the      began operations)
                       fund. Director,
                       Capital Research and
                       Management Company.
 -----------------------------------------------------------------------------------------------------
 WILLIAM R. GRIMSLEY   Senior Vice           11 years (since the fund     29 years       36 years
                       President and         began operations)
                       Director, Capital
                       Research and
                       Management Company
 -----------------------------------------------------------------------------------------------------
 THIERRY VANDEVENTER   Director, Capital     11 years (since the fund     36 years       36 years
                       Research and          began operations)
                       Management Company
 -----------------------------------------------------------------------------------------------------
 The fund began investment operations on July 30, 1987.
 * Company affiliated with Capital Research and Management Company.
</TABLE>
 
  10   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
SHAREHOLDER INFORMATION
 
SHAREHOLDER SERVICES
 
American Funds Service Company, the fund's transfer agent, offers you a wide
range of services you can use to alter your investment program should your needs
and circumstances change. These services are available only in states where they
may be legally offered and may be terminated or modified at any time upon 60
days' written notice. For your convenience, American Funds Service Company has
four service centers across the country.
 
                  AMERICAN FUNDS SERVICE COMPANY SERVICE AREAS
 
                    CALL TOLL-FREE FROM ANYWHERE IN THE U.S.
                             (8 A.M. TO 8 P.M. ET):
                                  800/421-0180
 
                           #U.S. CALL TOLL-FREE MAP#
 
<TABLE>
      <S>                <C>                <C>                  <C>
      WESTERN SERVICE    WESTERN CENTRAL        EASTERN CENTRAL  EASTERN SERVICE
      CENTER             SERVICE CENTER          SERVICE CENTER  CENTER
      American Funds     American Funds          American Funds  American Funds
      Service Company    Service Company        Service Company  Service Company
      P.O. Box 2205      P.O. Box 659522          P.O. Box 6007  P.O. Box 2280
      Brea, California   San Antonio,             Indianapolis,  Norfolk, Virginia
      92822-2205         Texas                          Indiana  23501-2280
      Fax: 714/671-7080  78265-9522                  46206-6007  Fax: 757/670-4773
                         Fax: 210/474-4050    Fax: 317/735-6620
</TABLE>
 
A COMPLETE DESCRIPTION OF THE SERVICES WE OFFER IS DESCRIBED IN THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION. In addition, an easy-to-read guide to
owning a fund in The American Funds Group titled "Welcome to the Family" is sent
to new shareholders and is available by writing or calling American Funds
Service Company.
 
YOU MAY INVEST IN THE FUND THROUGH VARIOUS RETIREMENT PLANS. However, some
retirement plans or accounts held by investment dealers may not offer certain
services. If you have any questions, please contact your plan administrator/
trustee or dealer.
                                       CAPITAL INCOME BUILDER / PROSPECTUS    11
 
<PAGE>
 
--------------------------------------------------------------------------------
PURCHASE AND EXCHANGE OF SHARES
 
PURCHASE
 
Generally, you may open an account by contacting any investment dealer
authorized to sell the fund's shares. You may purchase additional shares using
various options described in the statement of additional information and
"Welcome to the Family."
 
EXCHANGE
 
You may exchange your shares into other funds in The American Funds Group
generally without a sales charge. Exchanges of shares from the money market
funds initially purchased without a sales charge generally will be subject to
the appropriate sales charge. Exchanges have the same tax consequences as
ordinary sales and purchases. See "Transactions by Telephone . . ." for
information regarding electronic exchanges.
 
THE FUND AND AMERICAN FUNDS DISTRIBUTORS, THE FUND'S PRINCIPAL UNDERWRITER,
RESERVE THE RIGHT TO REJECT ANY PURCHASE ORDER FOR ANY REASON. ALTHOUGH THERE IS
CURRENTLY NO SPECIFIC LIMIT ON THE NUMBER OF EXCHANGES YOU CAN MAKE IN A PERIOD
OF TIME, THE FUND AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT
ANY PURCHASE ORDER AND MAY TERMINATE THE EXCHANGE PRIVILEGE OF ANY INVESTOR
WHOSE PATTERN OF EXCHANGE ACTIVITY THEY HAVE DETERMINED INVOLVES ACTUAL OR
POTENTIAL HARM TO THE FUND.
 
INVESTMENT MINIMUMS
--------------------------------------------------------------------------------
 
<TABLE>
<S>                                                      <C>
To establish an account                                  $1,000
   For a retirement plan account                         $  250
   For a retirement plan account through payroll         $   25
      deduction
To add to an account                                     $   50
   For a retirement plan account through payroll         $   25
      deduction
</TABLE>
 
SHARE PRICE
 
The fund calculates its share price, also called net asset value, as of 4:00
p.m. New York time, which is the normal close of trading on the New York Stock
Exchange, every day the Exchange is open. In calculating net asset value, market
prices are used when available. If a market price for a particular security is
not available, the fund will determine the appropriate price for the security.
 
Your shares will be purchased at the offering price, or sold at the net asset
value, next determined after American Funds Service Company receives and accepts
  12   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
your request. The offering price is the net asset value plus a sales charge, if
applicable.
 
SALES CHARGE
 
A sales charge may apply to your purchase. Your sales charge may be reduced for
larger purchases as indicated below.
 
<TABLE>
<CAPTION>
                                SALES CHARGE AS A PERCENTAGE OF
                               .................................
                                                        NET         DEALER CONCESSION
                                  OFFERING            AMOUNT             AS % OF
         INVESTMENT                 PRICE            INVESTED        OFFERING PRICE
--------------------------------------------------------------------------------------
<S>                            <C>                <C>              <C>
Less than $50,000                 5.75%              6.10%                5.00%
 ......................................................................................
$50,000 but less than
  $100,000                        4.50%              4.71%                3.75%
 ......................................................................................
$100,000 but less than
  $250,000                        3.50%              3.63%                2.75%
 ......................................................................................
$250,000 but less than
  $500,000                        2.50%              2.56%                2.00%
 ......................................................................................
$500,000 but less than $1
  million                         2.00%              2.04%                1.60%
 ......................................................................................
$1 million or more and
certain other investments
described below                 see below          see below            see below
</TABLE>
 
PURCHASES NOT SUBJECT TO SALES CHARGE
 
Investments of $1 million or more and investments made by employer-sponsored
defined contribution-type plans with 100 or more eligible employees are sold
with no initial sales charge. A 1% CONTINGENT DEFERRED SALES CHARGE MAY BE
IMPOSED ON CERTAIN REDEMPTIONS BY ACCOUNTS THAT INVEST WITH NO INITIAL SALES
CHARGE (OTHER THAN EMPLOYER-SPONSORED PLANS), IF REDEMPTIONS ARE MADE WITHIN ONE
YEAR OF PURCHASE. A dealer concession of up to 1% may be paid by the fund under
its Plan of Distribution and/or by American Funds Distributors on investments
made with no initial sales charge.
 
REDUCING YOUR SALES CHARGE
 
You and your immediate family may combine investments to reduce your sales
charge. You must let your investment dealer or American Funds Service Company
know if you qualify for a reduction in your sales charge using one or any
combination of the methods described in the statement of additional information
and "Welcome to the Family."
 
PLAN OF DISTRIBUTION
 
The fund has a Plan of Distribution or "12b-1 Plan" under which it may finance
activities primarily intended to sell shares, provided the categories of
expenses are approved in advance by the fund's board of directors. Up to 0.25%
of average net assets is paid annually to qualified dealers for providing
certain services pursuant to the fund's Plan of Distribution. The 12b-1 fee, as
a
                                       CAPITAL INCOME BUILDER / PROSPECTUS    13
 
<PAGE>
 
percentage of average net assets, paid by the fund for the previous fiscal year
is indicated earlier under "Fees and Expenses of the Fund." Since these fees are
paid out of the fund's assets on an ongoing basis, over time they will increase
the cost of an investment and may cost you more than paying higher initial sales
charges.
 
OTHER COMPENSATION TO DEALERS
 
American Funds Distributors may provide additional compensation to, or sponsor
informational meetings for, dealers as described in the statement of additional
information.
 
HOW TO SELL SHARES
 
Once a sufficient period of time has passed to reasonably assure that checks or
drafts (including certified or cashiers' checks) for shares purchased have
cleared (normally 15 calendar days), you may sell (redeem) those shares in any
of the following ways:
 
  THROUGH YOUR DEALER (CERTAIN CHARGES MAY APPLY)
 
  -  Shares held for you in your dealer's name must be sold through the dealer.
 
  WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
  -  Requests must be signed by the registered shareholder(s)
 
  -  A signature guarantee is required if the redemption is:
 
     -- Over $50,000;
 
     -- Made payable to someone other than the registered shareholder(s); or
 
     -- Sent to an address other than the address of record, or an address of
        record which has been changed within the last 10 days.
 
  -  Additional documentation may be required for sales of shares held in
     corporate, partnership or fiduciary accounts.
 
  TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
  FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(R)
 
  -  Redemptions by telephone or fax (including American FundsLine and American
     FundsLine OnLine) are limited to $50,000 per shareholder each day
 
  -  Checks must be made payable to the registered shareholder
 
  -  Checks must be mailed to an address of record that has been used with the
     account for at least 10 days.
 
  14   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
TRANSACTIONS BY TELEPHONE, FAX, AMERICAN FUNDSLINE(R), OR AMERICAN FUNDSLINE
ONLINE(R)
 
Generally, you are automatically eligible to use these services for redemptions
and exchanges unless you notify us in writing that you do not want any or all of
these services. You may reinstate these services at any time.
 
Unless you decide not to have telephone, fax, or computer services on your
account(s), you agree to hold the fund, American Funds Service Company, any of
its affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from any
losses, expenses, costs or liabilities (including attorney fees) which may be
incurred in connection with the exercise of these privileges, provided American
Funds Service Company employs reasonable procedures to confirm that the
instructions received from any person with appropriate account information are
genuine. If reasonable procedures are not employed, the fund may be liable for
losses due to unauthorized or fraudulent instructions.
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    15
 
<PAGE>
 
--------------------------------------------------------------------------------
DISTRIBUTION ARRANGEMENTS
 
DIVIDENDS AND DISTRIBUTIONS
 
The fund intends to distribute dividends to you, usually in March, June,
September and December. Capital gains, if any, are usually distributed in
December.
 
You may elect to reinvest dividends and/or capital gain distributions to
purchase additional shares of this fund or any other fund in The American Funds
Group or you may elect to receive them in cash.
 
TAX CONSEQUENCES
 
Dividends and capital gains are generally taxable whether they are reinvested or
received in cash -- unless you are exempt from taxation or entitled to tax
deferral. Capital gains may be taxed at different rates depending on the length
of time the fund holds its assets.
 
The tax treatment of redemptions from a retirement plan account may differ from
redemptions from an ordinary shareholder account.
 
You must provide the fund with a certified correct taxpayer identification
number (generally your Social Security Number) and certify that you are not
subject to backup withholding. If you fail to do so, the IRS can require the
fund to withhold 31% of your taxable distributions and redemptions. Federal law
also requires the fund to withhold 30% of the applicable tax treaty rate from
dividends paid to certain non-resident alien, non-U.S. partnership and non-U.S.
corporation shareholder accounts.
 
Please see the statement of additional information, "Welcome to the Family," and
your tax adviser for further information.
 
  16   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
The financial highlights table is intended to help you understand the fund's
results for the past five years. Certain information reflects financial results
for a single fund share. The total returns in the table represent the rate that
an investor would have earned or lost on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with the fund's
financial statements, are included in the statement of additional information,
which is available upon request.
 
<TABLE>
<CAPTION>
                                                   YEARS ENDED OCTOBER 31
                                               ...............................
                                1998          1997          1996          1995          1994
                               -------------------------------------------------------
<S>                            <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of
period                          $46.14        $39.70        $36.27        $32.68        $34.42
----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income             2.09          1.74          1.95          1.69          1.73
 ..............................................................................................
Net gains or losses on
securities (both realized and
unrealized)                       3.87          7.20          3.92          3.69         (1.62)
----------------------------------------------------------------------------------------------
Total from investment
operations                        5.96          8.94          5.87          5.38           .11
----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends (from net
investment income)               (2.09)        (1.77)        (1.94)        (1.69)        (1.73)
 ..............................................................................................
Distributions (from capital
gains)                           (1.61)         (.73)         (.50)         (.10)         (.12)
----------------------------------------------------------------------------------------------
Total distributions              (3.70)        (2.50)        (2.44)        (1.79)        (1.85)
 ..............................................................................................
Net asset value, end of
period                          $48.40        $46.14        $39.70        $36.27       $ 32.68
----------------------------------------------------------------------------------------------
Total return(1)                 13.33%        23.16%        16.76%        16.98%          .47%
----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in
millions)                       $8,747        $7,301        $5,418        $4,533       $ 3,629
 ..............................................................................................
Ratios of expenses to average
net assets                        .64%          .65%          .71%          .72%          .73%
 ..............................................................................................
Ratio of net income to
average net assets               4.35%         4.04%         5.19%         4.96%         5.29%
 ..............................................................................................
Portfolio turnover rate         24.38%        27.65%        27.56%        18.06%        36.19%
</TABLE>
 
(1) Excludes maximum sales charge of 5.75%.
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    17
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
  18   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    19
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
  20   CAPITAL INCOME BUILDER / PROSPECTUS
 
<PAGE>
 
--------------------------------------------------------------------------------
NOTES
 
                                       CAPITAL INCOME BUILDER / PROSPECTUS    21
 
<PAGE>
 
<TABLE>
   <S>                    <C>                  <C>
   FOR SHAREHOLDER        FOR RETIREMENT PLAN  FOR DEALER
   SERVICES               SERVICES             SERVICES
   American Funds         Call your employer   American Funds
   Service Company        or                   Distributors
   800/421-0180           plan administrator   800/421-9900
                                               ext. 11
</TABLE>
 
<TABLE>
   <S>                             <C>
                     FOR 24-HOUR INFORMATION
 
             American              American Funds
             FundsLine(R)          Internet Web site
             800/325-3590          http://www.americanfunds.com
 
   Telephone conversations may be recorded or monitored for
   verification, recordkeeping and quality assurance purposes.
 
   ------------------------------------------------------------
 
   MULTIPLE TRANSLATIONS
 
   This prospectus may be translated into other languages. In
   the event of any inconsistencies or ambiguity as to the
   meaning of any word or phrase in a translation, the English
   text will prevail.
 
   ------------------------------------------------------------
 
                      OTHER FUND INFORMATION
 
   ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS
 
   Contains additional information about the fund including
   financial statements, investments results, portfolio
   holdings, a statement from portfolio management discussing
   market conditions and the fund's investment strategies, and
   the independent accountants' report (in the annual report).
 
   STATEMENT OF ADDITIONAL INFORMATION (SAI)
 
   Contains more detailed information on all aspects of the
   fund, including the fund's financial statements.
   A current SAI has been filed with the Securities and
   Exchange Commission ("SEC") and is incorporated by reference
   into this prospectus. The SAI and other related materials
   about the fund are available for review or to be copied at
   the SEC's Public Reference Room (1-800-SEC-0330) or on the 
   SEC's Internet Web site at http://www.sec.gov.
 
   CODE OF ETHICS
 
   Includes a description of the fund's personal investing
   policy.
 
   To request a free copy of any of the documents above:
 
      Call American Funds    or    Write to the Secretary of
      Service Company              the fund
      800/421-0180 ext. 1          333 South Hope Street
                                   Los Angeles, CA 90071
</TABLE>
 
  Investment Company File No. 811-5085
  
                                  LOGO  Printed on recycled paper
 
<PAGE>
                        CAPITAL  INCOME  BUILDER,  INC.
 
                                    Part B
                      Statement of Additional Information
 
                                JANUARY 1, 1999
 
This document is not a prospectus but should be read in conjunction with the
current Prospectus of Capital Income Builder, Inc. (the fund or CIB) dated
January 1, 1999.  The Prospectus may be obtained from your investment dealer or
financial planner or by writing to the fund at the following address:
 
                         Capital Income Builder, Inc.
                           Attention:  Secretary
                           333 South Hope Street
                           Los Angeles, CA  90071
                                (213) 486-9200
 
Shareholders who purchase shares at net asset value through eligible retirement
plans should note that not all of the services or features described below may
be available to them, and they should contact their employer for details.
 
<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                             
 
ITEM                                                             PAGE NO.     
 
<S>                                                              <C>          
Certain Investment Limitations and Guidelines                    2            
 
Description of Certain Securities and Investment Techniques      2            
 
Investment Restrictions                                          7            
 
Fund Organization                                                9            
 
Fund Directors and Officers                                      10           
 
Management                                                       14           
 
Dividends, Distributions and Federal Taxes                       17           
 
Purchase of Shares                                               19           
 
Selling Shares                                                   25           
 
Shareholder Account Services and Privileges                      27           
 
Execution of Portfolio Transactions                              29           
 
General Information                                              30           
 
Investment Results and Related Statistics                        32           
 
Description of Commercial Paper and Bond Ratings                 35           
 
Financial Statements                                             Attached     
 
</TABLE>
 
                 CERTAIN INVESTMENT LIMITATIONS AND GUIDELINES
 
The following limitations and guidelines are considered at the time of
purchase, under normal market conditions, and are based on a percentage of the
fund's net assets unless otherwise noted.  This summary is not intended to
reflect all of the fund's investment limitations.
 
OBJECTIVE
 
- The fund will invest at least 90% of its assets in income-producing
securities.
 
EQUITY SECURITIES 
 
- The fund will invest at least 50% of its assets in common stocks.
 
DEBT SECURITIES
   
- The fund may invest up to 5% of its assets in fixed-income securities rated
Ba/BB or below or unrated but determined to be of equivalent quality.    
 
NON-U.S. SECURITIES
- The fund may invest up to 40% of its assets in securities of issuers
domiciled outside the U.S.
 
          DESCRIPTION OF CERTAIN SECURITIES AND INVESTMENT TECHNIQUES
   
THE FUND MAY EXPERIENCE DIFFICULTY LIQUIDATING CERTAIN PORTFOLIO SECURITIES
DURING SIGNIFICANT MARKET DECLINES OR PERIODS OF HEAVY REDEMPTIONS.    
 
THE DESCRIPTIONS BELOW ARE INTENDED TO SUPPLEMENT THE MATERIAL IN THE
PROSPECTUS UNDER "INVESTMENT OBJECTIVES, STRATEGIES AND RISKS."
   
EQUITY SECURITIES -- Equity securities represent an ownership position in a
company.  The prices of equity securities fluctuate based on changes in the
financial condition of their issuers and on market and economic conditions. 
The fund's results will be related to the overall market for these securities. 
Certain securities purchased by the fund, particularly smaller capitalization
stocks, may involve large price swings and potential for loss.    
 
DEBT SECURITIES -- Bonds and other debt securities are used by issuers to
borrow money. Issuers pay investors interest, and must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon bonds, do not
pay current interest, but are purchased at a discount from their face values.
 
The prices of debt securities fluctuate depending on such factors as interest
rates, credit quality and maturity. In general their prices decline when
interest rates rise and vice versa.
 
The fund may invest up to 5% of its assets in debt securities rated Ba and BB
or below by Moody's Investors Service, Inc. or Standard & Poor's Corporation or
in unrated securities that are determined to be of equivalent quality. These
securities are commonly known as "high-yield, high-risk" or "junk" bonds. The
market prices of these securities may fluctuate more than higher-quality
securities and may decline significantly in periods of general economic
difficulty.
 
Capital Research and Management Company attempts to reduce the risks described
above through diversification of the portfolio and by credit analysis of each
issuer as well as by monitoring broad economic trends and corporate and
legislative developments.
 
 Certain risk factors relating to investing in below investment grade
securities ("high-yield, high-risk bonds") are discussed below.
Sensitivity to Interest Rate and Economic Changes -- High-yield, high-risk
bonds can be sensitive to adverse economic changes and corporate developments. 
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress that would adversely
affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional
financing.  If the issuer of a bond defaulted on its obligations to pay
interest or principal or entered into bankruptcy proceedings, the fund may
incur losses or expenses in seeking recovery of amounts owed to it.  In
addition, periods of economic uncertainty and changes can be expected to result
in increased volatility of market prices of high-yield, high-risk bonds.
 
Payment Expectations -- High-yield, high-risk bonds may contain redemption or
call provisions.  If an issuer exercised these provisions in a declining
interest rate market, the fund would have to replace the security with a lower
yielding security, resulting in a decreased return for investors.  Conversely,
a high-yield, high-risk bond's value will decrease in a rising interest rate
market, as it will with all bonds.
 
LIQUIDITY AND VALUATION -- There may be little trading in the secondary market
for particular bonds, which may affect adversely the fund's ability to value
accurately or dispose of such bonds.  Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high-yield, high-risk bonds, especially in a thin
market.
 
U.S. GOVERNMENT SECURITIES -- Securities guaranteed by the U.S. Government
include: (1) direct obligations of the U.S. Treasury (such as Treasury bills,
notes and bonds) and (2) federal agency obligations guaranteed as to principal
and interest by the U.S. Treasury. 
 
Certain securities issued by U.S. Government instrumentalities and certain
federal agencies are neither direct obligations of, nor guaranteed by, the
Treasury. However, they generally involve federal sponsorship in one way or
another; some are backed by specific types of collateral; some are supported by
the issuer's right to borrow from the Treasury; some are supported by the
discretionary authority of the Treasury to purchase certain obligations of the
issuer; and others are supported only by the credit of the issuing government
agency or instrumentality.
 
INVESTING IN VARIOUS COUNTRIES  -- The fund has the flexibility to invest
outside the U.S. Investing outside the U.S. involves special risks,
particularly in certain developing countries, caused by, among other things:
currency controls; fluctuating currency values; different accounting, auditing,
and financial reporting regulations and practices in some countries;
expropriation or confiscatory taxation; changing local and regional economic,
political, and social conditions; greater market volatility; differing
securities market structures; and various administrative difficulties such as
delays in clearing and settling portfolio transactions or in receiving payment
of dividends. However, in the opinion of Capital Research and Management
Company, investing outside the U.S. also can reduce certain portfolio risks due
to greater diversification opportunities.
 
The risks described above are potentially heightened in connection with
investments in developing countries.  Although there is no universally accepted
definition, a developing country is generally considered to be a country which
is in the initial stages of its industrialization cycle with a low per capita
gross national product.  For example, political and/or economic structures in
these countries may be in their infancy and developing rapidly.  Historically,
the markets of developing countries have been more volatile than the markets of
developed countries.  The fund may only invest in securities of issuers in
developing countries to a limited extent.
 
Additional costs could be incurred in connection with the fund's investment
activities outside the U.S. Brokerage commissions may be higher outside the
U.S., and the fund will bear certain expenses in connection with its currency
transactions. Furthermore, increased custodian costs may be associated with the
maintenance of assets in certain jurisdictions.
 
RESTRICTED SECURITIES AND LIQUIDITY -- The fund may purchase securities subject
to restrictions on resale. All such securities whose principal trading market
is in the U.S. will be considered illiquid unless they have been specifically
determined to be liquid under procedures which may be adopted by the fund's
board of directors, taking into account factors such as the frequency and
volume of trading, the commitment of dealers to make markets and the
availability of qualified investors, all of which can change from time to time.
The fund may incur certain additional costs in disposing of illiquid
securities.
 
CURRENCY TRANSACTIONS -- The fund may enter into forward currency contracts
("forward contracts") in connection with its investments in securities of
non-U.S. issuers.  A forward contract is an obligation to purchase or sell a
currency against another currency at a future date and price as agreed upon by
the parties.  The fund may either accept or make delivery of the currency at
the maturity of the forward contract or, prior to maturity, enter into a
closing transaction involving the purchase or sale of an offsetting contract. 
The fund engages in forward contracts in anticipation of, or to protect itself
against, fluctuations in exchange rates. The fund might sell a particular
currency forward, for example, when it wanted to hold securities denominated in
that currency but anticipated, and wished to be protected against, a decline in
the currency against the U.S. dollar.  Similarly it might purchase a currency
forward to "lock in" the U.S. dollar price of securities denominated in that
currency which it anticipated purchasing.  Although forward contracts typically
will involve the purchase and sale of a non-U.S. currency against the U.S.
dollar, the fund also may purchase or sell one non-U.S. currency forward
against another non-U.S. currency.
 
PORTFOLIO TRADING -- The fund intends to engage in portfolio trading when
Capital Research and Management Company (the "Investment Adviser") believes
that the sale of a security owned by the fund and the purchase of another
security of better value can enhance principal and/or increase income.  A
security may be sold to avoid any prospective decline in market value in light
of what is evaluated as an expected rise in prevailing yields, or a security
may be purchased in anticipation of a market rise (a decline in prevailing
yields).  A security also may be sold and a comparable security purchased
coincidentally in order to take advantage of what is believed to be a disparity
in the normal yield and price relationship between the two securities, or in
connection with a "roll" transaction as described below.
 
LOANS OF PORTFOLIO SECURITIES -- Although the fund has no current intention of
doing so during the next 12 months, the fund is authorized to lend portfolio
securities to selected securities dealers or to other institutional investors
whose financial condition is monitored by the Investment Adviser.  The borrower
must maintain with the fund's custodian collateral consisting of cash, cash
equivalents or U.S. Government securities equal to at least 100% of the value
of the borrowed securities, plus any accrued interest.  The Investment Adviser
will monitor the adequacy of the collateral on a daily basis.  The fund may at
any time call a loan of its portfolio securities and obtain the return of the
loaned securities.  The fund will receive any interest paid on the loaned
securities and a fee or a portion of the interest earned on the collateral. 
The fund will limit its loans of portfolio securities to an aggregate of
one-third of the value of its total assets, measured at the time any such loan
is made.
   
FORWARD COMMITMENTS -- The fund may purchase or sell securities under which it
gives or receives a commitment to complete the transaction beyond the normal
settlement period.  When the fund purchases such securities it assumes the risk
of any decline in value of the securities beginning on the date of the
agreement or purchase.  When the fund sells such securities, it does not
participate in further gains or losses with respect to the securities.  If the
other party to such a transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could experience
a loss.    
 
As the fund's aggregate commitments under these transactions increase, the
opportunity for leverage similarly increases.
 
The fund also may enter into "roll" transactions, which is the sale of
mortgage-backed securities or other securities together with a commitment to
purchase similar, but not identical, securities at a later date.  The fund
intends to treat roll transactions as two separate transactions: one involving
the purchase of a security and a separate transaction involving the sale of a
security.  Since the fund does not intend to enter into roll transactions for
financing purposes, it may treat these transactions as not falling within the
definition of "borrowing" set forth in Section 2(a)(23) of the Investment
Company Act of 1940 (the "1940 Act").  
 
The fund will segregate liquid assets which will be marked to market daily  in
an amount sufficient to meet its payment obligations under "roll" transactions
and reverse repurchase agreements with broker-dealers (but no collateral is
required on reverse repurchase agreements with banks).  Although these
transactions will not be entered into for leveraging purposes, to the extent
the fund's aggregate commitments under these transactions exceed its segregated
assets  the fund temporarily could  be in a leveraged position (because it may 
have an amount greater than its net assets subject to market risk).  Should
market values of the fund's portfolio securities decline while the fund is in a
leveraged position, greater depreciation of its net assets would likely occur
than were it not in such a position.  The fund will not borrow money to settle
these transactions and, therefore, will liquidate other portfolio securities in
advance of settlement if necessary to generate additional cash to meet its
obligations thereunder. 
 
REPURCHASE AGREEMENTS -- The fund may enter into repurchase agreements, under
which it buys a security and obtains a simultaneous commitment from the seller
to repurchase the security at a specified time and price. The seller must
maintain with the fund's custodian collateral equal to at least 100% of the
repurchase price including accrued interest as monitored daily by Capital
Research and Management Company.  If the seller under the repurchase agreement
defaults, the fund may incur a loss if the value of the collareral securing the
repurchase agreement has declined and may occur disposition costs in connection
with liquidating the collateral.  If bankruptcy proceedings are commenced with
respect to the seller, liquidation of the collateral by the fund may be delayed
or limited.
 
Although the fund has no current intention of doing so during the next 12
months, the fund is authorized to enter into reverse repurchase agreements.  A
reverse repurchase agreement is the sale of a security by a fund and its
agreement to repurchase the security at a specified time and price. 
 
PASS-THROUGH SECURITIES -- The fund may invest in various debt obligations
backed by a pool of mortgages or other assets including loans on single family
residences, home equity loans, mortgages on commercial buildings, credit card
receivables, and leases on airplanes or other equipment.  Principal and
interest payments made on the underlying asset pools backing these obligations
are typically passed through to investors.  Pass-through securities may have
either fixed or adjustable coupons. These securities include those discussed
below.
 
"Mortgage-backed securities" are issued both by U.S. government agencies,
including the Government National Mortgage Association (GNMA), the Federal
National Mortgage Association (FNMA), and the Federal Home Loan Mortgage
Corporation (FHLMC), and by private entities. The payment of interest and
principal on securities issued by U.S. government agencies is guaranteed by the
full faith and credit of the U.S. government (in the case of GNMA securities)
or the issuer (in the case of FNMA and FHLMC securities). However, the
guarantees do not apply to the market prices and yields of these securities,
which vary with changes in interest rates.
 
Mortgage-backed securities issued by private entities are structured similarly
to mortgage-backed securities issued by GNMA, FNMA, and FHLMC. These securities
and the underlying mortgages are not guaranteed by government agencies. In
addition, these securities generally are structured with one or more types of
credit enhancement. Mortgage-backed securities do not affect the rights of
borrowers to prepay their underlying  mortgages.  Prepayments can alter the
effective maturity of these instruments. 
 
"Collateralized mortgage obligations" (CMOs) are also backed by a pool of
mortgages or mortgage loans, which are divided into two or more separate bond
issues. CMOs issued by U.S. government agencies are backed by agency mortgages,
while privately issued CMOs may be backed by either government agency mortgages
or private mortgages.  Payments of principal and interest are passed-through to
each bond at varying schedules resulting in bonds with different coupons,
effective maturities, and sensitivities to interest rates. In fact, some CMOs
may be structured in a way that when interest rates change the impact of
changing prepayment rates on these securities' effective maturities is
magnified. 
 
"Commercial mortgage-backed securities" are backed by mortgages of commercial
property, such as hotels, office buildings, retail stores, hospitals, and other
commercial buildings. These securities may have a lower prepayment risk than
other mortgage-related securities because commercial mortgage loans generally
prohibit or impose penalties on prepayments of principal. In addition,
commercial mortgage-related securities often are structured with some form of
credit enhancement to protect against potential losses on the underlying
mortgage loans. Many of the risks of investing in commercial mortgage-backed
securities reflect the risks of investing in the real estate securing the
underlying mortgage loans, including the effects of local and other economic
conditions on real estate markets, the ability of tenants to make loan
payments, and the ability of a property to attract and retain tenants.
 
"Asset-backed securities" are backed by other assets such as credit card,
automobile or consumer loan receivables, retail installment loans, or
participations in pools of leases. Credit support for these securities may be
based on the underlying assets and/or provided through credit enhancements by a
third party. The values of these securities are sensitive to changes in the
credit quality of the underlying collateral, the credit strength of the credit
enhancement, changes in interest rates, and at times the financial condition of
the issuer.  Some asset-backed securities also may receive prepayments which
can change the securities' effective maturities.
 
MATURITY -- There are no restrictions on the maturity composition of the
portfolio.  Under normal market conditions, longer term securities yield more
than shorter term securities, but are subject to greater price fluctuations.
 
VARIABLE AND FLOATING RATE OBLIGATIONS -- The fund may invest in securities
with interest rates that are not fixed but fluctuate based upon changes in
market rates or designated indexes.  Variable rate obligations have interest
rates that are adjusted at designated intervals, and interest rates on floating
rate obligations are adjusted whenever there are exchanges in the indexes or
market rates on which their interest rates are based.  In some cases the fund
has the ability to demand payment from the dealer or issuer at par plus accrued
interest on short notice (seven days or less).  The effective maturity of a
floating or variable rate obligation is deemed to be the longer of (i) the
notice period required before the fund is entitled to receive payment of the
obligation upon demand or (ii) the period remaining until the obligation's next
interest rate adjustment.  If not sold or redeemed by the fund through the
demand feature, these obligations would mature on a specified date which may
range up to 30 years or more from the date of issuance.
 
                            INVESTMENT RESTRICTIONS
 
The fund has adopted the following fundamental policies and investment
restrictions which may not be changed without a majority vote of its
outstanding shares.  Such majority is defined within the 1940 Act as the vote
of the lesser of (i) 67% or more of the outstanding voting securities present
at a meeting, if the holders of more than 50% of the outstanding voting
securities are present in person or by proxy, or (ii) more than 50% of the
outstanding voting securities.  Investment limitations expressed in the
following restrictions are considered at the time securities are purchased and
are based on the fund's net assets unless otherwise indicated.  These
restrictions provide that the fund may not:
 
1. Purchase any security (other than securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities) if immediately after and
as a result of such investment, more than 5% of the fund's total assets would
be invested in securities of the issuer; except that, as to 25% of the fund's
total assets, up to 10% of its total assets may be invested in securities
issued or guaranteed as to payment of interest and principal by a foreign
government or its agencies or instrumentalities or by a multinational agency;
 
2. Invest 25% or more of the value of its total assets in the securities of
issuers conducting their principal business activities in the same industry;
 
3. Invest in companies for the purpose of exercising control or management;
 
4. Knowingly purchase securities of other management investment companies,
except in connection with a merger, consolidation, acquisition, or
reorganization;
 
5. Buy or sell real estate or commodities or commodity contracts; however, the
fund may invest in debt securities secured by real estate or interests therein
or issued by companies which invest in real estate or interests therein,
including real estate investment trusts, and may purchase or sell currencies
(including forward currency contracts);
 
6. Acquire securities subject to restrictions on disposition or securities for
which there is no readily available market, or enter into repurchase agreements
or purchase time deposits maturing in more than seven days, if, immediately
after and as a result, the value of such securities would exceed, in the
aggregate, 10% of the fund's total assets;
 
7. Engage in the business of underwriting securities of other issuers, except
to the extent that the disposal of an investment position may technically cause
it to be considered an underwriter as that term is defined under the Securities
Act of 1933;
 
8. Make loans, except that the fund may purchase debt securities, enter into
repurchase agreements and make loans of portfolio securities;
 
9. Sell securities short, except to the extent that the fund contemporaneously
owns or has the right to acquire at no additional cost securities identical to
those sold short;
 
10. Purchase securities on margin, except that the fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;
 
11. Borrow money, except from banks for temporary or emergency purposes not in
excess of 5% of the value of the fund's total assets (in the event that the
asset coverage for such borrowings falls below 300%, the fund will reduce,
within three days, the amount of its borrowings in order to provide for 300%
asset coverage), and except that the fund may enter into reverse repurchase
agreements and engage in "roll" transactions, provided that reverse repurchase
agreements, "roll" transactions and any other transactions constituting
borrowing by the fund may not exceed one-third of the fund's total assets;
 
12. Mortgage, pledge, or hypothecate any of its assets, provided that this
restriction shall not apply to the transfer of securities in connection with
any permissible borrowing;
 
13. Purchase or retain the securities of any issuer, if those individual
officers and Directors of the fund, its investment adviser, or distributor,
each owning beneficially more than 1/2 of 1% of the securities of such issuer,
together own more than 5% of the securities of such issuer;
 
14. Invest in interests in oil, gas, or other mineral exploration or
development programs;
 
15. Invest more than 5% of its total assets in securities of companies having,
together with their predecessors, a record of less than three years of
continuous operation;
 
16. Write, purchase or sell put options, call options or combinations thereof;
 
A further investment policy of the fund, which may be changed by action of the
Board of Directors without shareholder approval, is that the fund will not
invest in securities of an issuer if the investment would cause the fund to own
more than 10% of any class of securities of any one issuer.
 
With respect to investment restriction number 2, in determining industry
classifications for issuers domiciled outside the U.S., the fund will use
reasonable classifications that are not so broad that the primary economic
characteristic of the companies in a single class is materially different.  The
fund will determine such classifications of issuers domiciled outside the U.S.
based on the issuer's principal or major business activities.
 
Notwithstanding investment restriction number 4, the fund may invest in
securities of other investment companies if deemed advisable by its officers in
connection with the administration of a deferred compensation plan adopted by
Directors pursuant to an exemptive order granted by the Securities and Exchange
Commission.
   
                               FUND ORGANIZATION    
 
The fund is an open-end, diversified management investment company.  It was
organized as a Maryland corporation on June 8, 1987.
   
All fund operations are supervised by the fund's board of directors.  The board
meets periodically and performs duties required by applicable state and federal
laws.  Members of the board who are not employed by Capital Research and
Management Company or its affiliates are paid certain fees for services
rendered to the fund as described in "Fund Directors and Officers - Directors
and Director Compensation"  below.  They may elect to defer all or a portion of
these fees through a deferred compensation plan in effect for the fund.    
 
                          FUND DIRECTORS AND OFFICERS
                      DIRECTORS AND DIRECTOR COMPENSATION
   
<TABLE>
<CAPTION>
NAME,                      POSITION         PRINCIPAL               AGGREGATE             TOTAL                  TOTAL           
ADDRESS                    WITH             OCCUPATION(S)           COMPENSATION          COMPENSATION           NUMBER          
AND AGE                    REGISTRANT       DURING                  (INCLUDING            (INCLUDING             OF FUND         
                                            PAST 5 YEARS            VOLUNTARILY           VOLUNTARILY            BOARDS ON       
                                                                    DEFERRED              DEFERRED               WHICH           
                                                                    COMPENSATION          COMPENSATION           DIRECTOR        
                                                                    /1/)FROM THE          /1/) FROM ALL          SERVES          
                                                                    FUND DURING           FUNDS MANAGED          /2/             
                                                                    FISCAL YEAR           BY CAPITAL                             
                                                                    ENDED 10/31/98        RESEARCH AND                           
                                                                                          MANAGEMENT                             
                                                                                          COMPANY OR ITS                         
                                                                                          AFFILIATES /2/                         
                                                                                          FOR THE YEAR                           
                                                                                          ENDED 10/31/98                         
 
<S>                        <C>              <C>                     <C>                   <C>                    <C>             
H. Frederick               Director         Private investor;       $16,050/3/            $183,000               19              
Christie                                    former President                                                                     
P.O. Box 144                                and Chief                                                                            
Palos Verdes                                Executive                                                                            
Estates, CA  90274                          Officer, The                                                                         
Age:  65                                    Mission Group                                                                        
                                            (non-utility                                                                         
                                            holding company,                                                                     
                                            subsidiary of                                                                        
                                            Southern                                                                             
                                            California Edison                                                                    
                                            Company)                                                                             
 
+Paul G. Haaga, Jr.        Chairman         Executive Vice          None/4/               None/4/                14              
333 South Hope             of the           President and                                                                        
Street                     Board            Director, Capital                                                                    
Los Angeles, CA                             Research and                                                                         
90071                                       Management                                                                           
Age: 50                                     Company                                                                              
 
Mary Myers Kauppila        Director         Private Investor;       $16,850/3/            $97,500/3/             5               
One Winthrop Square                         former Owner and                                                                     
Boston, MA  02110                           President, Energy                                                                    
Age:  44                                    Investment, Inc.                                                                     
 
+James B. Lovelace         President        Senior Vice             None/4/               None/4/                1               
333 South Hope             and              President,                                                                           
Street                     Director         Capital Research                                                                     
Los Angeles, CA                             and Management                                                                       
90071                                       Company                                                                              
Age:  42                                                                                                                         
 
+Jon B. Lovelace           Vice             Chairman                None/4/               None/4/                4               
333 South Hope             Chairman         Emeritus, Capital                                                                    
Street                     of               Research and                                                                         
Los Angeles, CA            the Board        Management                                                                           
90071                                       Company                                                                              
Age:  71                                                                                                                         
 
Gail L. Neale              Director         President, The          $16,450/3/            $68,700/3/             5               
The Lovejoy                                 Lovejoy                                                                              
Consulting Group                            Consulting Group,                                                                    
154 Prospect                                Inc.; former                                                                         
Parkway                                     Executive Vice                                                                       
Burlington, VT                              President of the                                                                     
05401                                       Salzburg Seminar;                                                                    
Age:  63                                    former Director                                                                      
                                            of Development                                                                       
                                            and the Capital                                                                      
                                            Campaign,                                                                            
                                            Hampshire College                                                                    
 
Robert J. O'Neill          Director         Chichele                $16,850               $39,400                3               
Whitney, OXON                               Professor of the                                                                     
United Kingdom                              History of War                                                                       
Age:  62                                    and Fellow, All                                                                      
                                            Souls College,                                                                       
                                            University of                                                                        
                                            Oxford                                                                               
 
Donald E. Petersen         Director         Retired; former          $16,450/3/           $79,800/3/              4              
255 East Brown                              Chairman of the                                                                      
Birmingham, MI                              Board and Chief                                                                      
48009                                       Executive                                                                            
Age:  72                                    Officer, Ford                                                                        
                                            Motor Company                                                                        
 
Stefanie Powers            Director         Actor; President,       $16,050               $31,100                2               
2661 Hutton Drive                           William Holden                                                                       
Beverly Hills, CA                           Wildlife                                                                             
90210                                       Foundation                                                                           
Age:  56                                                                                                                         
 
Frank Stanton              Director         Retired; former         $17,250               $33,600                2               
25 West 52nd Street                         President, CBS                                                                       
New York, NY  10019                         Inc. (1946-1973)                                                                     
Age:  90                                                                                                                         
 
Charles Wolf, Jr.          Director         Dean, The RAND          $15,650               $33,600                2               
1700 Main Street                            Graduate School;                                                                     
Santa Monica, CA                            Senior Economic                                                                      
90407                                       Adviser, The RAND                                                                    
Age:  74                                    Corporation                                                                          
 
</TABLE>
    
+ Directors who are considered "interested persons" of the fund as defined in
the 1940 Act on the basis of their affiliation with the fund's Investment
Adviser, Capital Research and Management Company.
 
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the fund in 1993.  Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director.
 
/2/ Capital Research and Management Company manages The American Funds Group
consisting of 28 funds:  AMCAP Fund, Inc., American Balanced Fund, Inc.,
American High-Income Municipal Bond Fund, Inc., American High-Income Trust,
American Mutual Fund, Inc., The Bond Fund of America, Inc., The Cash Management
Trust of America, Capital Income Builder, Inc., Capital World Growth and Income
Fund, Inc., Capital World Bond Fund, Inc., EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP  World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Fund of California, The Tax-Exempt Fund of
Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt Money Fund of
America, The U.S. Treasury Money Fund of America, U.S. Government Securities
Fund and Washington Mutual Investors Fund Inc.  Capital Research and Management
Company also manages American Variable Insurance Series and Anchor Pathway Fund
which serve as the underlying investment vehicles for certain variable
insurance contracts; and Endowments, Inc. whose shareholders are limited to (i)
any entity exempt from taxation under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended ("501(c)(3) organization"); (ii) any trust, the
present or future beneficiary of which is a 501(c)(3) organization, and (iii)
any other entity formed for the primary purpose of benefiting a 501(c)(3)
organization. An affiliate of Capital Research and Management Company, Capital
International, Inc., manages Emerging Markets Growth Fund, Inc.
   
/3/ Since the deferred compensation plan's adoption, the total amount of
deferred compensation accrued by the fund (plus earnings thereon) as of the
fiscal year ended October 31, 1998 for participating Directors is as follows: 
H. Frederick Christie ($54,848), Mary Myers Kauppila ($113,555), Gail L. Neale
($70,400) and Donald E. Petersen ($53,855).  Amounts deferred and accumulated
earnings thereon are not funded and are general unsecured liabilities of the
fund until paid to the Director.    
 
/4/ Paul G. Haaga, Jr., James B. Lovelace and Jon B. Lovelace are affiliated
with the Investment Adviser and, accordingly, receive no compensation from the
fund.
                                    OFFICERS
 
<TABLE>
<CAPTION>
NAME AND ADDRESS           AGE      POSITION(S)        PRINCIPAL OCCUPATION(S)        
                                    HELD WITH          DURING PAST 5 YEARS            
                                    REGISTRANT                                        
 
<S>                        <C>      <C>                <C>                            
Paul G. Haaga, Jr.                                                                    
 (see above)                                                                          
 
Jon B. Lovelace                                                                       
 (see above)                                                                          
 
James B. Lovelace                                                                     
 (see above)                                                                          
 
Larry P. Clemmensen        51       Senior Vice        Senior Vice President          
333 South Hope                      President          and Director, Capital          
Street                                                 Research and Management        
Los Angeles, CA                                        Company; President and         
90071                                                  Director,                      
                                                       The Capital Group              
                                                       Companies, Inc.                
 
Janet A. McKinley          44       Senior Vice        Director, Capital              
630 Fifth Avenue                    President          Research and Management        
New York, NY  10111                                    Company; Senior Vice           
                                                       President, Capital             
                                                       Research Company               
 
Catherine M. Ward          51       Senior Vice        Senior Vice President          
333 South Hope                      President          and Director,                  
Street                                                 Capital Research and           
Los Angeles, CA                                        Management Company             
90071                                                                                 
 
Joyce E. Gordon            42       Vice               Senior Vice President          
333 South Hope                      President          and Director,                  
Street                                                 Capital Research               
Los Angeles, CA                                        Company                        
90071                                                                                 
 
Darcy B. Kopcho            45       Vice               Executive Vice                 
333 South Hope                      President          President and Director,        
Street                                                 Capital Research               
Los Angeles, CA                                        Company                        
90071                                                                                 
 
Steven T. Watson           43       Vice               Senior Vice President          
25 Bedford Street                   President          and Director, Capital          
London, England                                        Research Company               
 
Vincent P. Corti           42       Secretary          Vice President - Fund          
333 South Hope                                         Business Mangement             
Street                                                 Group, Capital Research        
Los Angeles, CA                                        and Management Company         
90071                                                                                 
 
R. Marcia Gould            44       Treasurer          Vice President - Fund          
135 South State                                        Business Mangement             
College Blvd.                                          Group, Capital Research        
Brea, CA  92821                                        and Management Company         
 
Diana J. Prohoroff         49       Assistant          Assistant Vice                 
135 South State                     Treasurer          President - Fund               
College Blvd.                                          Business Mangement             
Brea, CA  92821                                        Group, Capital Research        
                                                       and Management Company         
 
</TABLE>
 
All of the officers listed are officers or employees of Investment Adviser or
affiliated companies.  No compensation is paid by the fund to any director or
officer who is a director, officer or employee of the Investment Adviser or
affiliated companies.  The fund pays fees of $12,500 per annum to directors who
are not affiliated with the Investment Adviser, plus $1,000 for each Board of
Directors meeting attended, plus $500 for each meeting attended as a member of
a committee of the Board of Directors.  No pension or retirement benefits are
accrued as part of fund expenses.  The Directors may elect, on a voluntary
basis, to defer all or a portion of their fees through a deferred compensation
plan in effect for the fund.  As of December  1, 1998, the officers and
directors and their families as a group, owned beneficially or of record less
than 1% of the outstanding shares of the fund.
 
                                   MANAGEMENT
 
INVESTMENT ADVISER -- The Investment Adviser, founded in 1931, maintains
research facilities in the U.S. and abroad (Los Angeles, San Francisco, New
York, Washington, D.C., London, Geneva, Singapore, Hong Kong and Tokyo), with a
staff of professionals, many of whom have a number of years of investment
experience.  The Investment Adviser is located at 333 South Hope Street, Los
Angeles, CA 90071, and at 135 South State College Boulevard, Brea, CA 92821. 
The Investment Adviser's professionals travel several million miles a year,
making more than 5,000 research visits in more than 50 countries around the
world.  The Investment Adviser believes that it is able to attract and retain
quality personnel.  The Investment Adviser is a wholly owned subsidiary of The
Capital Group Companies, Inc.
 
An affiliate of the Investment Adviser compiles indices for major stock markets
around the world and compiles and edits the Morgan Stanley Capital
International Perspective, providing financial and market information on more
than 2,400 companies around the world.
 
The Investment Adviser is responsible for managing more than $175 billion of
stocks, bonds and money market instruments and serves over eight million
investors of all types.  These investors include privately owned businesses and
large corporations as well as schools, colleges, foundations and other
non-profit and tax-exempt organizations.
 
INVESTMENT ADVISORY AND SERVICE AGREEMENT -- The Investment Advisory and
Service Agreement (the "Agreement") between the fund and the Investment
Adviser, dated March 1, 1995, will continue in effect until October 31, 1999
unless sooner terminated, and may be renewed from year to year thereafter,
provided that any such renewal has been specifically approved at least annually
by (i) the Board of Directors, or by the vote of a majority (as defined in the
1940 Act) of the outstanding voting securities of the fund, and (ii) the vote
of a majority of Directors who are not parties to the Advisory Agreement or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such approval.  The
Agreement provides that the Investment Adviser has no liability to the fund for
its acts or omissions in the performance of its obligations to the fund not
involving willful misconduct, bad faith, gross negligence or reckless disregard
of its obligations under the Agreement.  The Agreement also provides that
either party has the right to terminate, without penalty, upon 60 days' written
notice to the other party and that the Agreement automatically terminates in
the event of its assignment (as defined in the 1940 Act).
 
The Investment Adviser, in addition to providing investment advisory services,
furnishes the services and pays the compensation and travel expenses of
qualified persons to perform the executive and related administrative functions
of the fund, provides necessary office space, all necessary office equipment
and telephone facilities and utilities, and general purpose forms, supplies,
stationery and postage used at the office of the fund relating to the services
furnished by the Investment Adviser.  The fund will pay all expenses not
expressly assumed by the Investment Adviser, including, but not limited to,
compensation and expenses of Directors who are not affiliated persons of the
Investment Adviser; fees and expenses of the transfer agent, dividend
disbursing agent, legal counsel and independent public accountants and
custodian, including charges of such custodian for the preparation and
maintenance of the books of account and records of the fund and the daily
determination of the fund's net asset value per share; costs of designing,
printing, and mailing reports, prospectuses, proxy statements and notices to
shareholders; fees and expenses of sale (including federal and state
registration and qualification), issuance (including costs of any share
certificates) and redemption of shares; expenses pursuant to the fund's Plan of
Distribution (described below); association dues; interest; and taxes.  The
management fee is based on an annual rate of 0.24% of the first $1 billion of
average net assets; 0.20% of such assets in excess of $1 billion but not
exceeding $2 billion; 0.18% of such assets in excess of $2 billion but not
exceeding $3 billion; 0.165% of such assets in excess of $3 billion but not
exceeding $5 billion; 0.155% of such assets in excess of $5 billion but not
exceeding $8 billion; and 0.15% of such assets in excess of $8 billion; plus
3.0% of the fund's gross investment income.  Assuming net assets of  $8 billion
and gross investment income levels of 4%, 5%, 6%, 7% and 8%, management fees
would be 0.31%, 0.34%, 0.37%, 0.40% and 0.43%, respectively.
   
During the fiscal years ended October 31, 1998, 1997 and 1996, the Investment
Adviser's total fees amounted to $26,651,000, $20,097,000 and $18,213,000,
respectively.    
 
Only one state (California) continues to impose expense limitations on funds
registered for sale therein.  The California provision currently limits annual
expenses to the sum of 2-1/2% of the first $30 million of average net assets,
2% of the next $70 million and 1-1/2% of the remaining average net assets. 
Rule 12b-1 distribution plan expenses would be excluded from this limit. 
Expenditures, including costs incurred in connection with the purchase or sale
of portfolio securities, which are capitalized in accordance with generally
accepted accounting principles applicable to investment companies, are
accounted for as capital items and not as expenses.  The fund might be eligible
to exclude certain additional expenses, such as expenses of maintaining foreign
custody of certain of its portfolio securities, or to obtain a waiver of such
limit in its entirety.
   
PRINCIPAL UNDERWRITER -- American Funds Distributors, Inc. (the "Principal
Underwriter") is the principal underwriter of the fund's shares.  The principal
Underwriter is located at 333 South Hope Street, Los Angeles, CA 90071, 135
South State College Boulevard, Brea, CA 92821, 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.  The fund has adopted a Plan of
Distribution (the "Plan"), pursuant to rule 12b-1 under the 1940 Act  The
Principal Underwriter receives amounts payable pursuant to the Plan (see below)
and commissions consisting of that portion of the sales charge remaining after
the discounts which it allows to investment dealers.  Commissions retained by
the Principal Underwriter on sales of fund shares for the fiscal year ended
October 31, 1998 amounted to $6,716,000 after allowance of $32,535,000 to
dealers.  During the fiscal years ended October 31, 1997 and 1996 the Principal
Underwriter retained $6,383,000 and $4,007,000 after allowance of $32,064,000
and $20,341,000, respectively.    
 
As required by rule 12b-1 and the 1940 Act, the Plan (together with the
Principal Underwriting Agreement) has been approved by the full Board of
Directors and separately by a majority of the Directors who are not "interested
persons" of the fund and who have no direct or indirect financial interest in
the operation of the Plan or the Principal Underwriting Agreement, and the Plan
has been approved by the vote of a majority of the outstanding voting
securities of the fund.  The Officers and Directors who are "interested
persons" of the fund may be considered to have a direct or indirect financial
interest in the operation of the Plan due to present or past affiliations with
the Investment Adviser and related companies.  Potential benefits of the Plan
to the fund include improved shareholder services, savings to the fund in
transfer agency costs, savings to the fund in advisory fees and other expenses,
benefits to the investment process from growth or stability of assets and
maintenance of a financially healthy management organization.  The selection
and nomination of Directors who are not "interested persons" of the fund are
committed to the discretion of the Directors who are not "interested persons"
during the existence of the Plan.  The Plan is reviewed quarterly and must be
renewed annually by the Board of Directors.
 
Under the Plan the fund may expend up to 0.30% of its net assets annually to
finance any activity primarily intended to result in the sale of fund shares,
provided the fund's Board of Directors has approved the category of expenses
for which payment is being made.  These include service fees for qualified
dealers and dealer commissions and wholesaler compensation on sales of shares
exceeding $1 million (including purchases by any employer-sponsored 403(b)
plan, any defined contribution plan qualified under section 401(a) of the
Internal Revenue Code including a "401(k)" plan with 100 or more eligible
employees or a community foundation).
   
Commissions on sales of shares exceeding $1 million (including purchases by any
employer-sponsored 403(b) plan or purchases by any defined contribution plan
qualified under Section 401(a) of the Internal Revenue Code, including any
"401(k)" plan with 100 or more eligible employees) in excess of the Plan
limitation not reimbursed during the most recent fiscal quarter are recoverable
for five quarters, provided that such commissions do not exceed the annual
expense limit.  After five quarters, commissions are not recoverable.  During
the fiscal year ended October 31, 1998, the fund paid or accrued $18,508,000
under the Plan.    
 
The Glass-Stegall Act and other applicable laws, among other things, generally
prohibit commercial banks from engaging in the business of underwriting,
selling or distributing securities, but permit banks to make shares of mutual
funds available to their customers and to perform administrative and
shareholder servicing functions.  However, judicial or administrative decisions
or interpretations of such laws, as well as changes in either federal or state
statutes or regulations relating to the permissible activities of banks or
their subsidiaries of affiliates, could prevent a bank from continuing to
perform all or a part of its servicing activities.  If a bank were prohibited
from so acting, shareholder clients of such bank would be permitted to remain
shareholders of the fund and alternate means for continuing the servicing of
such shareholders would be sought.  In such event, changes in the operation of
the fund might occur and shareholders serviced by such bank might no longer be
able to avail themselves of any automatic investment or other services then
being provided by such bank.  It is not expected that shareholders would suffer
adverse financial consequences as a result of any of these occurrences.
 
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and certain banks and
financial institutions may be required to be registered as dealers pursuant to
state law.
 
                   DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES
   
The fund intends to meet all the requirements and has elected the tax status of
a "regulated investment company" under the provisions of Subchapter M of the
Internal Revenue Code of 1986, as amended, (the Code).  Under Subchapter M, if
the fund distributes within specified times at least 90% of the sum of its
investment company taxable income (net investment income and the excess of net
short-term capital gains over net long-term capital losses) and its tax-exempt
interest, if any, it generally will be taxed only on that portion of such
investment company taxable income which it retains.    
   
To qualify, the fund must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans and
gains from the sale or other disposition of stock, securities, currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; and (b) diversify its holdings so that at the end of
each fiscal quarter, (i) at least 50% of the market value of the fund's total
assets is represented by cash, cash items, U.S. Government securities,
securities of other regulated investment companies,  and other securities (but
such other securities must be limited, in respect of any one issuer, to an
amount not greater than 5% of the fund's total assets and to not more than 10%
of the outstanding voting securities of such issuer), and (ii) not more than
25% of the value of its total assets is invested in the securities of any one
issuer (other than U.S. Government securities or the securities of other
regulated investment companies), or in two or more issuers which the fund
controls and which are engaged in the same or similar trades or businesses or
related trades or businesses.    
   
Under the Code, a nondeductible excise tax of 4% is imposed on the excess of a
regulated investment company's "required distribution" for the calendar year
ending within the regulated investment company's taxable year over the
"distributed amount" for such calendar year.  The term "required distribution"
means the sum of (i) 98% of ordinary income (generally net investment income)
for the calendar year, (ii) 98% of capital gains (both long-term and
short-term) for the one-year period ending on October 31 (as though the
one-year period ending on October 31 were the regulated investment company's
taxable year), and (iii) the sum of any untaxed, undistributed net investment
income and net capital gains of the regulated investment company for prior
periods.  The term "distributed amount" generally means the sum of (i) amounts
actually distributed by the fund from its current year's ordinary income and
capital gain net income and (ii) any amount on which the fund pays income tax
for the year. The fund intends to distribute net investment income and net
capital gains so as to minimize or avoid the excise tax liability.    
 
Distributions of investment company taxable income, including short-term
capital gains, generally are taxable to the shareholder as ordinary income,
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the fund.  The fund also intends to continue distributing
to shareholders all of the excess of net long-term capital gain over net
short-term capital loss on sales of securities.  A capital gain distribution,
whether paid in cash or reinvested in shares, is taxable to shareholders as
long-term capital gains, regardless of the length of time a shareholder has
held the shares or whether such gain was realized by the fund before the
shareholder acquired such shares and was reflected in the price paid for the
shares.
 
If a shareholder exchanges or otherwise disposes of shares of the fund within
90 days of having acquired such shares, and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge for
shares of the fund, or of a different fund, the sales charge previously
incurred in acquiring the fund's shares shall not be taken into account (to the
extent such previous sales charges do not exceed the reduction in sales
charges) for the purpose of determining the amount of gain or loss on the
exchange, but will be treated as having been incurred in the acquisition of
such other shares.  Also, any loss realized on a redemption or exchange of
shares of a fund will be disallowed to the extent substantially identical
shares are reacquired within the 61-day period beginning 30 days before and
ending 30 days after the shares are disposed of.
   
Under the Code, distributions of net investment income by the fund to a
shareholder who, as to the U.S., is a nonresident alien individual, foreign
trust or estate, non-U.S. corporation, or non-U.S. partnership (a "non-U.S.
shareholder") will be subject to U.S. withholding tax (at a rate of 30% or
lower treaty rate).  Withholding will not apply if a dividend paid by the fund
to a non-U.S. shareholder is "effectively connected" with a U.S. trade or
business, in which case the reporting and withholding requirements applicable
to U.S. citizens, U.S. residents, or domestic corporations will apply. 
However, if the distribution is effectively connected with the conduct of the
non-U.S. shareholder's trade or business within the U.S., the distribution
would be included in the net income of the shareholder and subject to U.S.
income tax at the applicable marginal rate.  Distributions of net long-term
capital gains are not subject to tax withholding, but in the case of a non-U.S.
shareholder who is a nonresident alien individual, such distributions
ordinarily will be subject to U.S. income tax at a rate of 30% if the
individual is physically present in the U.S. for more than 182 days during the
taxable year.    
 
Under the Code, a fund's taxable income for each year will be computed without
regard to any net foreign currency loss attributable to transactions after
October 31, and any such net foreign currency loss will be treated as arising
on the first day of the following taxable year.
   
As of the date of this statement of additional information, the maximum federal
individual stated tax rate applicable to ordinary income is 39.6% (effective
tax rates may be higher for some individuals due to phase out of exemptions and
elimination of deductions); the maximum individual tax rate applicable to net
capital gains on assets held more than one year is 20%; and, the maximum
corporate tax applicable to ordinary income and net capital gain is 35%. 
(However, to eliminate the benefit of lower marginal corporate income tax
rates, corporations which have taxable income in excess of $100,000 for a
taxable year will be required to pay an additional amount of tax liability of
up to $11,750 and corporations which have taxable income in excess of
$15,000,000 for a taxable year will be required to pay an additional amount of
tax up to $100,000).  Naturally, the amount of tax payable by a shareholder
with respect to either distributions from the fund or disposition of fund
shares will be affected by a combination of tax law rules covering, e.g.,
deductions, credits, deferrals, exemptions, sources of income and other
matters.  Under the Code, an individual is entitled to establish an IRA each
year (prior to the tax return filing deadline for that year) whereby earnings
on investments are tax-deferred.  The maximum amount that an individual may
contribute to all IRA's (deductible, nondeductible and Roth IRA's) per year is
the lesser of $2,000 or the individual's compensation for the year.  In some
cases, the IRA contribution itself may be deductible.    
   
The foregoing is limited to a summary discussion of federal taxation and should
not be viewed as a comprehensive discussion of all provisions of the Code
relevant to investors.  Dividends and capital gain distributions may also be
subject to state or local taxes.  Investors should consult their own tax
advisers with specific reference to their own tax situation.    
 
                               PURCHASE OF SHARES
 
<TABLE>
<CAPTION>
METHOD              INITIAL INVESTMENT                             ADDITIONAL INVESTMENTS                   
 
<S>                 <C>                                            <C>                                      
                    See "Investment Minimums and Fund              $50 minimum (except where a              
                    Numbers" for initial investment                lower minimum is noted under             
                    minimums.                                      "Investment Minimums and Fund            
                                                                   Numbers").                               
 
By contacting       Visit any investment dealer who is             Mail directly to your investment         
your                registered in the state where the              dealer's address printed on your         
investment          purchase is made and who has a sales           account statement.                       
dealer              agreement with American Funds                                                           
                    Distributors.                                                                           
 
By mail             Make your check payable to the fund            Fill out the account additions           
                    and mail to the address indicated on           form at the bottom of a recent           
                    the account application.  Please               account statement, make your             
                    indicate an investment dealer on the           check payable to the fund, write         
                    account application.                           your account number on your              
                                                                   check, and mail the check and            
                                                                   form in the envelope provided            
                                                                   with your account statement.             
 
By telephone        Please contact your investment dealer          Complete the "Investments by             
                    to open account, then follow the               Phone" section on the account            
                    procedures for additional investments.         application or American                  
                                                                   FundsLink Authorization Form.            
                                                                   Once you establish the                   
                                                                   privilege, you, your financial           
                                                                   advisor or any person with your          
                                                                   account information can call             
                                                                   American FundsLine(R) and make           
                                                                   investments by telephone                 
                                                                   (subject to conditions noted in          
                                                                   "Telephone and Computer                  
                                                                   Purchases, Redemptions and               
                                                                   Exchanges" below).                       
 
By computer         Please contact your investment dealer          Complete the American FundsLink          
                    to open account, then follow the               Authorization Form.  Once you            
                    procedures for additional investments.         establish the privilege, you,            
                                                                   your financial advisor or any            
                                                                   person with your account                 
                                                                   information may access American          
                                                                   FundsLine OnLine(SM) on the              
                                                                   Internet and make investments by         
                                                                   computer (subject to conditions          
                                                                   noted in "Telephone and Computer         
                                                                   Purchases, Redemptions and               
                                                                   Exchanges" below).                       
 
By wire             Call 800/421-0180 to obtain your               Your bank should wire your               
                    account number(s), if necessary.               additional investments in the            
                    Please indicate an investment dealer           same manner as described under           
                    on the account.  Instruct your bank to         "Initial Investment."                    
                    wire funds to:                                                                          
                    Wells Fargo Bank                                                                        
                    155 Fifth Street                                                                        
                    Sixth Floor                                                                             
                    San Francisco, CA  94106                                                                
                    (ABA #121000248)                                                                        
                    For credit to the account of:                                                           
                    American Funds Service Company                                                          
                    a/c #4600-076178                                                                        
                    (fund name)                                                                             
                    (your fund acct. no.)                                                                   
 
THE FUNDS AND AMERICAN FUNDS DISTRIBUTORS RESERVE THE RIGHT TO REJECT ANY PURCHASE
ORDER.                                                                                                      
 
</TABLE>
 
INVESTMENT MINIMUMS AND FUND NUMBERS -- Here are the minimum initial
investments required by the funds in The American Funds Group along with fund
numbers for use with our automated phone line, American FundsLine(R) (see
description below):
 
<TABLE>
<CAPTION>
FUND                                         MINIMUM                 FUND        
                                             INITIAL                 NUMBER      
                                             INVESTMENT                          
 
<S>                                          <C>                     <C>         
STOCK AND STOCK/BOND FUNDS                                                       
 
AMCAP Fund(R)                                $1,000                  02          
 
American Balanced Fund(R)                    500                     11          
 
American Mutual Fund(R)                      250                     03          
 
Capital Income Builder(R)                    1,000                   12          
 
Capital World Growth and Income              1,000                   33          
Fund(SM)                                                                         
 
EuroPacific Growth Fund(R)                   250                     16          
 
Fundamental Investors(SM)                    250                     10          
 
The Growth Fund of America(R)                1,000                   05          
 
The Income Fund of America(R)                1,000                   06          
 
The Investment Company of America(R)         250                     04          
 
The New Economy Fund(R)                      1,000                   14          
 
New Perspective Fund(R)                      250                     07          
 
SMALLCAP World Fund(R)                       1,000                   35          
 
Washington Mutual Investors Fund(SM)         250                     01          
 
BOND FUNDS                                                                       
 
American High-Income Municipal Bond          1,000                   40          
Fund(R)                                                                          
 
American High-Income Trust(SM)               1,000                   21          
 
The Bond Fund of America(SM)                 1,000                   08          
 
Capital World Bond Fund(R)                   1,000                   31          
 
Intermediate Bond Fund of                    1,000                   23          
America(SM)                                                                      
 
Limited Term Tax-Exempt Bond Fund of         1,000                   43          
America(SM)                                                                      
 
The Tax-Exempt Bond Fund of                  1,000                   19          
America(R)                                                                       
 
The Tax-Exempt Fund of                       1,000                   20          
California(R)*                                                                   
 
The Tax-Exempt Fund of Maryland(R)*          1,000                   24          
 
The Tax-Exempt Fund of Virginia(R)*          1,000                   25          
 
U.S. Government Securities Fund(SM)          1,000                   22          
 
MONEY MARKET FUNDS                                                               
 
The Cash Management Trust of                 2,500                   09          
America(R)                                                                       
 
The Tax-Exempt Money Fund of                 2,500                   39          
America(SM)                                                                      
 
The U.S. Treasury Money Fund of              2,500                   49          
America(SM)                                                                      
 
___________                                                                      
*Available only in certain states.                                               
 
</TABLE>
 
 
For retirement plan investments, the minimum is $250, except that the money
market funds have a minimum of $1,000 for individual retirement accounts
(IRAs).  Minimums are reduced to $50 for purchases through "Automatic
Investment Plans" (except for the money market funds) or to $25 for purchases
by retirement plans through payroll deductions and may be reduced or waived for
shareholders of other funds in The American Funds Group.  TAX-EXEMPT FUNDS
SHOULD NOT SERVE AS RETIREMENT PLAN INVESTMENTS.  The minimum is $50 for
additional investments (except as noted above).
 
SALES CHARGES -- The sales charges you pay when purchasing the stock,
stock/bond, and bond funds of The American Funds Group are set forth below. 
The money market funds of The American Funds Group are offered at net asset
value.  (See "Investment Minimums and Fund Numbers" for a listing of the
funds.)
 
<TABLE>
<CAPTION>
AMOUNT OF PURCHASE               SALES CHARGE AS                   DEALER           
AT THE OFFERING PRICE            PERCENTAGE OF THE:                CONCESSION       
                                                                   AS PERCENTAGE    
                                                                   OF THE           
                                                                   OFFERING         
                                                                   PRICE            
 
                                 NET AMOUNT       OFFERING                          
                                 INVESTED         PRICE                             
 
<S>                              <C>              <C>              <C>              
STOCK AND STOCK/BOND                                                                
FUNDS                                                                               
 
Less than $50,000                6.10%            5.75%            5.00%            
 
$50,000 but less than            4.71             4.50             3.75             
$100,000                                                                            
 
BOND FUNDS                                                                          
 
Less than $25,000                4.99             4.75             4.00             
 
$25,000 but less than            4.71             4.50             3.75             
$50,000                                                                             
 
$50,000 but less than            4.17             4.00             3.25             
$100,000                                                                            
 
STOCK, STOCK/BOND, AND                                                              
BOND FUNDS                                                                          
 
$100,000 but less than           3.63             3.50             2.75             
$250,000                                                                            
 
$250,000 but less than           2.56             2.50             2.00             
$500,000                                                                            
 
$500,000 but less than           2.04             2.00             1.60             
$1,000,000                                                                          
 
$1,000,000 or more               none             none             (see below)      
 
</TABLE>
   
PURCHASES NOT SUBJECT  TO SALES CHARGES --  Investment of $1 million or more
and investments made by employer-sponsored defined contribution-type plans with
100 or more eligible employees are sold with no initial sales charge.  A
contingent deferred sales charge may be imposed on certain redemptions by these
accounts made within one year of purchases.  Investments by retirement plans,
foundations or endowments with $50 million or more in assets, and
employer-sponsored defined contribution-type plans with 100 or more eligible
employees made with no sales charge are not subject to a contingent deferred
sales charge.    
 
In addition, the stock, stock/bond and bond funds may sell shares at net asset
value to: 
 
 (1) current or retired directors, trustees, officers and advisory board
members of the funds managed by Capital Research and Management Company,
employees of Washington Management Corporation, employees and partners of The
Capital Group Companies, Inc. and its affiliated companies, certain family
members of the above persons, and trusts or plans primarily for such persons; 
 
 (2) current registered representatives, retired registered representatives
with respect to accounts established while active, or full-time employees (and
their spouses, parents, and children) of dealers who have sales agreements with
American Funds Distributors (or who clear transactions through such dealers)
and plans for such persons or the dealers;
 
 (3) companies exchanging securities with the fund through a merger,
acquisition or exchange offer; 
 
 (4) trustees or other fiduciaries purchasing shares for certain retirement
plans of organizations with retirement plan assets of $50 million or more; 
 
 (5) insurance company separate accounts; 
 
 (6) accounts managed by subsidiaries of The Capital Group Companies, Inc.; and 
 
 (7) The Capital Group Companies, Inc., its affiliated companies and Washington
Management Corporation. Shares are offered at net asset value to these persons
and organizations due to anticipated economies in sales effort and expense. 
 
DEALER COMMISSIONS -- Commissions of up to 1% will be paid to dealers who
initiate and are responsible for purchases of $1 million or more, for purchases
by any employer-sponsored 403(b) plan or purchases by any defined contribution
plan qualified under Section 401(a) of the Internal Revenue Code including a
"401(k)" plan with 100 or more eligible employees, and for purchases made at
net asset value by certain retirement plans of organizations with collective
retirement plan assets of $50 million or more:  1.00% on amounts of $1 million
to $2 million, 0.80% on amounts over $2 million to $3 million, 0.50% on amounts
over $3 million to $50 million, 0.25% on amounts over $50 million to $100
million, and 0.15% on amounts over $100 million.  The level of dealer
commissions will be determined based on sales made over a 12-month period
commencing from the date of the first sale at net asset value.
 
OTHER COMPENSATION TO DEALERS --  American Funds Distributors, at its expense
(from a designated percentage of its income), currently provides additional
compensation to dealers. Currently these payments are limited to the top 100
dealers who have sold shares of the fund or other funds in The American Funds
Group.  These payments will be based on a pro rata share of a qualifying
dealer's sales.  American Funds Distributors will, on an annual basis,
determine the advisability of continuing these payments.
 
Qualified dealers currently are paid a continuing service fee not to exceed
0.25% of average net assets (0.15% in the case of the money market funds)
annually in order to promote selling efforts and to compensate them for
providing certain services.  These services include processing purchase and
redemption transactions, establishing shareholder accounts and providing
certain information and assistance with respect to the fund.
 
REDUCING YOUR SALES CHARGE -- You and your immediate family may combine
investments to reduce your costs.  You must let your investment dealer or
American Funds Service Company know if you qualify for a reduction in your
sales charge using one or any combination of the methods described below.
 
 STATEMENT OF INTENTION -- You may enter into a non-binding commitment to
purchase shares of a fund(s) over a 13-month period and receive the same sales
charge as if all shares had purchased at once.  This includes purchases made
during the previous 90 days, but does not include appreciation of your
investment or reinvested distributions.  The reduced sales charges and offering
prices set forth in the Prospectus apply to purchases of $50,000 or more made
within a 13-month period subject to the following statement of intention (the
"Statement").  The Statement is not a binding obligation to purchase the
indicated amount.  When a shareholder elects to utilize a Statement in order to
qualify for a reduced sales charge, shares equal to 5% of the dollar amount
specified in the Statement will be held in escrow in the shareholder's account
out of the initial purchase (or subsequent purchases, if necessary) by the
Transfer Agent.  All dividends and any capital gain distributions on shares
held in escrow will be credited to the shareholder's account in shares (or paid
in cash, if requested).  If the intended investment is not completed within the
specified 13-month period, the purchaser will remit to the Principal
Underwriter the difference between the sales charge actually paid and the sales
charge which would have been paid if the total of such purchases had been made
at a single time.  If the difference is not paid within 45 days after written
request by the Principal Underwriter or the securities dealer, the appropriate
number of shares held in escrow will be redeemed to pay such difference.  If
the proceeds from this redemption are inadequate, the purchaser will be liable
to the Principal Underwriter for the balance still outstanding.  The Statement
may be revised upward at any time during the 13-month period, and such a
revision will be treated as a new Statement, except that the 13-month period
during which the purchase must be made will remain unchanged and there will be
no retroactive reduction of the sales charges paid on prior purchases. 
Existing holdings eligible for rights of accumulation (see the account
application) may be credited toward satisfying the Statement.  During the
Statement period reinvested dividends and capital gain distributions,
investments in money market funds, and investments made under a right of
reinstatement will not be credited toward satisfying the Statement.
 
When trustees of certain retirement plans purchase shares by payroll deduction, 
the sales charge for the investments made during the 13-month period will be
handled as follows:  The regular monthly payroll deduction investment will be
multiplied by 13 and then multiplied by 1.5.  The current value of existing
American Funds investments (other than money market fund investments) and any
rollovers or transfers reasonably anticipated to be invested in non-money
market American Funds during the 13-month period are added to the figure
determined above.  The sum is the Statement amount and applicable breakpoint
level.  On the first investment and all other investments made pursuant to the
Statement, a sales charge will be assessed according to the sales charge
breakpoint thus determined.  There will be no retroactive adjustments in sales
charges on investments previously made during the 13-month period.
 
Shareholders purchasing shares at a reduced sales charge under a Statement
indicate their acceptance of these terms with their first purchase.
 
 AGGREGATION -- Sales charge discounts are available for certain aggregated
investments. Qualifying investments include those by you, your spouse and your
children under the age of 21, if all parties are purchasing shares for their
own account(s), which may include purchases through employee benefit plan(s)
such as an IRA, individual-type 403(b) plan or single-participant Keogh-type
plan or by a business solely controlled by these individuals (for example, the
individuals own the entire business) or by a trust (or other fiduciary
arrangement) solely for the benefit of these individuals. Individual purchases
by a trustee(s) or other fiduciary(ies) may also be aggregated if the
investments are (1) for a single trust estate or fiduciary account, including
an employee benefit plan other than those described above, or (2) made for two
or more employee benefit plans of a single employer or of affiliated employers
as defined in the Investment Company Act of 1940, again excluding employee
benefit plans described above, or (3) for a diversified common trust fund or
other diversified pooled account not specifically formed for the purpose of
accumulating fund shares. Purchases made for nominee or street name accounts
(securities held in the name of an investment dealer or another nominee such as
a bank trust department instead of the customer) may not be aggregated with
those made for other accounts and may not be aggregated with other nominee or
street name accounts unless otherwise qualified as described above.
 
 CONCURRENT PURCHASES --  You may combine purchases of two or more funds in The
American Funds Group, except direct purchases of the money market funds. 
Shares of money market funds purchased through an exchange, reinvestment or
cross-reinvestment from a fund having a sales charge do qualify.
 
 RIGHT OF ACCUMULATION --  You may take into account the current value of your
existing holdings in The American Funds Group, as well as your holdings in
Endowments (shares of which may be owned only by tax-exempt organizations), to
determine your sales charge on investments in accounts eligible to be
aggregated, or when making a gift to an individual or charity.  Direct
purchases of the money market funds are excluded.
 
PRICE OF SHARES -- Shares are purchased at the offering price next determined
after the purchase order is received and accepted by the fund or American Funds
Service Company; this offering price is effective for orders received prior to
the time of determination of the net asset value and, in the case of orders
placed with dealers, accepted by the Principal Underwriter prior to its close
of business.  In case of orders sent directly to the fund or American Funds
Service Company, an investment dealer MUST be indicated. The dealer is
responsible for promptly transmitting purchase orders to the Principal
Underwriter.  Orders received by the investment dealer, the Transfer Agent, or
the fund after the time of the determination of the net asset value will be
entered at the next calculated offering price.  Prices which appear in the
newspaper are not always indicative of prices at which you will be purchasing
and redeeming shares of the fund, since share prices generally reflect the
previous day's closing price whereas purchases and redemptions are made at the
next calculated price.
 
The price you pay for shares, the offering price, is based on the net asset
value per share which is calculated once daily at the close of trading
(currently 4:00 p.m., New York Time) each day the New York Stock Exchange is
open.  For example, if the Exchange closes at 1:00 p.m. on one day and at 4:00
p.m. on the next, the fund's share price would be determined as of 4:00 p.m.
New York time on both days.  The New York Stock Exchange is currently closed on
weekends and on the following holidays: New Year's Day, Martin Luther King Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day.
 
All portfolio securities of funds managed by Capital Research and Management
Company (other than money market funds) are valued, and the net asset value per
share is determined, as follows:
 
1.  Equity securities, including depositary receipts, are valued at 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.  In cases where equity
securities are traded on more than one exchange, the securities are valued on
the exchange or market determined by the Investment Adviser to be the broadest
and most representative market, which may be either a securities exchange or
the over-the-counter market.  Fixed-income securities are valued at prices
obtained from a pricing service, when such prices are available; however, in
circumstances where the Investment Adviser deems it appropriate to do so, such
securities will be valued at the mean quoted bid and asked prices or at prices
for securities of comparable maturity, quality and type. 
 
Securities with original maturities of one year or less having 60 days or less
to maturity are amortized to maturity based on their cost if acquired within 60
days of maturity or, if already held on the 60th day, based on the value
determined on the 61st day.  Forward currency contracts are valued at the mean
of representative quoted bid and asked prices.
 
Assets or liabilities initially expressed in terms of foreign currencies are
translated prior to the next determination of the net asset value of the fund's
shares into U.S. dollars at the prevailing market rates.  
 
Securities and assets for which representative market quotations are not
readily available are valued at fair value as determined in good faith under
policies approved by the fund's board.  The fair value of all other assets is
added to the value of securities to arrive at the total assets;
 
2.  Liabilities, including accruals of taxes and other expense items, are
deducted from total assets; and
 
3.  Net assets so obtained are then divided by the total number of shares
outstanding, and the result, rounded to the nearer cent, is the net asset value
per share.
 
Any purchase order may be rejected by the Principal Underwriter or by the fund. 
The Principal Underwriter will not knowingly sell shares of the fund directly
or indirectly to any person or entity, where, after the sale, such person or
entity would own beneficially directly or indirectly more than 4.5% of the
outstanding shares of the fund without the consent of a majority of the fund's
Board of Directors.
 
                                 SELLING SHARES
 
Shares are sold at the net asset value next determined after your request is
received in good order by American Funds Service Company.  You may sell
(redeem) shares in your account in any of the following ways:
 
 THROUGH YOUR DEALER (certain charges may apply)
 
- Shares held for you in your dealer's street name must be sold through the
dealer.
 
 WRITING TO AMERICAN FUNDS SERVICE COMPANY
 
- Requests must be signed by the registered shareholder(s)
- A signature guarantee is required if the redemption is:
 
   -- Over $50,000;
   -- Made payable to someone other than the registered shareholder(s); or
   -- Sent to an address other than the address of record, or an address of
record which has not been changed within the last 10 days.    
 
Your signature may be guaranteed by a domestic stock exchange or the National
Association of Securities Dealers, Inc., bank, savings association or credit
union that is an eligible guarantor institution.
 
- Additional documentation may be required for sales of shares held in
corporate, partnership or fiduciary accounts.
 
- You must include any shares you wish to sell that are in certificate form.
 
TELEPHONING OR FAXING AMERICAN FUNDS SERVICE COMPANY, OR BY USING AMERICAN
FUNDSLINE(R) OR AMERICAN FUNDSLINE ONLINE(SM)
 
- Redemptions by telephone or fax (including American FundsLine(R) and American
FundsLine OnLine(SM)) are limited to $50,000 per shareholder each day.
 
- Checks must be made payable to the registered shareholder(s).
 
- Checks must be mailed to an address of record that has been used with the
account for at least 10 days.
 
 MONEY MARKET FUNDS
 
- You may have redemptions of $1,000 or more wired to your bank by writing
American Funds Service Company.
 
- You may establish check writing privileges (use the money market funds
application).
 
   -- If you request check writing privileges, you will be provided with checks
that you may use to draw against your account.  These checks may be made
payable to anyone you designate and must be signed by the authorized number or
registered shareholders exactly as indicated on your checking account signature
card.
 
Redemption proceeds will not be mailed until sufficient time has passed to
provide reasonable assurance that checks or drafts (including certified or
cashier's checks) for shares purchased have cleared (which may take up to 15
calendar days from the purchase date).  Except for delays relating to clearance
of checks for share purchases or in extraordinary circumstances (and as
permissible under the Investment Company Act of 1940), sale proceeds will be
paid on or before the seventh day following receipt and acceptance of an order. 
Interest will not accrue or be paid on amounts that represent uncashed
distribution or redemption checks.
 
You may reinvest proceeds from a redemption or a dividend or capital gain
distribution without a sales charge (any contingent deferred sales charge paid
will be credited to your account) in any fund in The American Funds Group
within 90 days after the date of the redemption or distribution.  Redemption
proceeds of shares representing direct purchases in the money market funds are
excluded.  Proceeds will be reinvested at the next calculated net asset value
after your request is received and accepted by American Funds Service Company.
   
CONTINGENT DEFERRED SALES CHARGE -- A contingent deferred sales charge of 1%
applies to certain redemptions from funds other than the money market funds
made within twelve months of purchase on investments of $1 million or more
(other than redemptions by employer-sponsored retirement plans).  The charge is
1% of the lesser of the value of the shares redeemed (exclusive of reinvested
dividends and capital gain distributions) or the total cost of such shares. 
Shares held for the longest period are assumed to be redeemed first for
purposes of calculating this charge.  The charge is waived for exchanges
(except if shares acquired by exchange were then redeemed within 12 months of
the initial purchase); for distributions from 403(b) plans or IRAs due to
death, disability or attainment of age 591/2; for tax-free returns of excess
contributions to IRAs; for redemptions through certain automatic withdrawals
not exceeding 10% of the amount that would otherwise be subject to the
charge.    
 
                  SHAREHOLDER ACCOUNT SERVICES AND PRIVILEGES
 
AUTOMATIC INVESTMENT PLAN --  An automatic investment plan enables you to make
monthly or quarterly investments into the American Funds through automatic
debits from your bank account.  To set up a plan you must fill out an account
application and specify the amount you would like to invest ($50 minimum) and
the date on which you would like your investments to occur.  The plan will
begin within 30 days after your account application is received.  Your bank
account will be debited on the day or a few days before your investment is
made, depending on the bank's capabilities.  American Funds Service Company
will then invest your money into the fund you specified on or around the date
you specified.  If your bank account cannot be debited due to insufficient
funds, a stop-payment or the closing of the account, the plan may be terminated
and the related investment reversed.  You may change the amount of the
investment or discontinue the plan at any time by writing to American Funds
Service Company.
 
AUTOMATIC REINVESTMENT -- Dividends and capital gain distributions are
reinvested in additional shares at no sales charge unless you indicate
otherwise on the account application.  You also may elect to have dividends
and/or capital gain distributions paid in cash by informing the fund, American
Funds Service Company or your investment dealer.
 
CROSS-REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS --  You may cross-reinvest
dividends and capital gains ("distributions") into any other fund in The
American Funds Group at net asset value, subject to the following conditions:
 
 (a) The aggregate value of your account(s) in the fund(s) paying distributions
equals or exceeds $5,000 (this is waived if the value of the account in the
fund receiving the distributions equals or exceeds that fund's minimum initial
investment requirement),
 
 (b) If the value of the account of the fund receiving distributions is below
the minimum initial investment requirement, distributions must be automatically
reinvested,
 
 (c) If you discontinue the cross-reinvestment of distributions, the value of
the account of the fund receiving distribution must equal or exceed the minimum
initial investment requirement.  If you do not meet this requirement within 90
days of notification, the fund has the right to automatically redeem the
account.
 
EXCHANGE PRIVILEGE -- You may exchange shares into other funds in The American
Funds Group. Exchange purchases are subject to the minimum investment
requirements of the fund purchased and no sales charge generally applies.
However, exchanges of shares from the money market funds are subject to
applicable sales charges on the fund being purchased, unless the money market
fund shares were acquired by an exchange from a fund having a sales charge, or
by reinvestment or cross-reinvestment of dividends or capital gain
distributions.
 
You may exchange shares by writing to American Funds Service Company (see
"Redeeming Shares"), by contacting your investment dealer, by using American
FundsLine(R) or American FundsLine OnLine(SM) (see "American FundsLine(R) and 
American FundsLine OnLine(SM)" below), or by telephoning 800/421-0180
toll-free, faxing (see "Principal Underwriter and Transfer Agent"  in the
Prospectus for the appropriate fax numbers) or telegraphing American Funds
Service Company. (See "Telephone and Computer Purchases, Redemptions and
Exchanges" below.)  Shares held in corporate-type retirement plans for which
Capital Guardian Trust Company serves as trustee may not be exchanged by
telephone, computer, fax or telegraph. Exchange redemptions and purchases are
processed simultaneously at the share prices next determined after the exchange
order is received. (See "Purchase of Shares--Price of Shares.")  THESE
TRANSACTIONS HAVE THE SAME TAX CONSEQUENCES AS ORDINARY SALES AND PURCHASES.
 
AUTOMATIC EXCHANGES -- You may automatically exchange shares in amounts of $50
or more among any of the funds in The American Funds Group on any day (or
preceding business day if the day falls on a non-business day) of each month
you designate.  You must either (a) meet the minimum initial investment
requirement for the receiving fund or (b) the originating fund's balance must
be at least $5,000 and the receiving fund's minimum must be met within one
year.
 
AUTOMATIC WITHDRAWALS -- Withdrawal payments are not to be considered as
dividends, yield or income.  Automatic investments may not be made into a
shareholder account from which there are automatic withdrawals.  Withdrawals of
amounts exceeding reinvested dividends and distributions and increases in share
value would reduce the aggregate value of the shareholder's account.  The
Transfer Agent arranges for the redemption by the fund of sufficient shares,
deposited by the shareholder with the Transfer Agent, to provide the withdrawal
payment specified.
 
ACCOUNT STATEMENTS -- Your account is opened in accordance with your
registration instructions. Transactions in the account, such as additional
investments, will be reflected on regular confirmation statements from American
Funds Service Company. Dividend and capital gain reinvestments and purchases
through automatic investment plans and certain retirement plans will be
confirmed at least quarterly.
 
AMERICAN FUNDSLINE(R) AND AMERICAN FUNDSLINE ONLINE(SM)--  You may check your
share balance, the price of your shares, or your most recent account
transaction, redeem shares (up to $50,000 per shareholder each day), or
exchange shares around the clock with American FundsLine(R) or American
FundsLine OnLine(SM). To use this service, call 800/325-3590 from a
TouchTone(TM) telephone or access the American Funds Web site on the Internet
at www.americanfunds.com.  Redemptions and exchanges through American
FundsLine(R) and  American FundsLine OnLine(SM) are subject to the conditions
noted above and in "Shareholder Account Services and Privileges -- Telephone
and Computer Purchases, Redemptions and Exchanges" below. You will need your
fund number (see the list of funds in The American Funds Group under "Purchase
of Shares--Investment Minimums and Fund Numbers"), personal identification
number (the last four digits of your Social Security number or other tax
identification number associated with your account) and account number.
 
TELEPHONE AND COMPUTER PURCHASES, REDEMPTIONS AND EXCHANGES --  By using the
telephone (including American FundsLine(R)) or computer (including American
FundsLine OnLine(SM)), fax or telegraph purchase redemption and/or exchange
options, you agree to hold the fund, American Funds Service Company, any of its
affiliates or mutual funds managed by such affiliates, and each of their
respective directors, trustees, officers, employees and agents harmless from
any losses, expenses, costs or liability (including attorney fees) which may be
incurred in connection with the exercise of these privileges. Generally, all
shareholders are automatically eligible to use these options. However, you may
elect to opt out of these options by writing American Funds Service Company
(you may also reinstate them at any time by writing American Funds Service
Company). If American Funds Service Company does not employ reasonable
procedures to confirm that the instructions received from any person with
appropriate account information are genuine, the fund may be liable for losses
due to unauthorized or fraudulent instructions. In the event that shareholders
are unable to reach the fund by telephone because of technical difficulties,
market conditions, or a natural disaster, redemption and exchange requests may
be made in writing only.
 
SHARE CERTIFICATES -- Shares are credited to your account and certificates are
not issued unless you request them by writing to American Funds Service
Company.
 
REDEMPTION OF SHARES -- The fund's Articles of Incorporation permit the fund to
direct the Transfer Agent to redeem the shares of any shareholder if (a) the
shares owned by such shareholder have a value (determined, for the purpose of
this sentence only, as the greater of the shareholder's cost or the then net
asset value of the shares, including the reinvestment of income dividends and
capital gain distributions, if any) of less than $150, or (b) such shareholder
owns less than ten (10) shares of capital stock of the fund.  Prior notice of
at least 60 days will be given to a shareholder before the involuntary
redemption provision is made effective with respect to the shareholder's
account.  The shareholder will have not less than 30 days from the date of such
notice within which to bring the account up to the minimum determined as set
forth above.  While payment of redemptions normally will be in cash, the fund's
Articles of Incorporation permit payment of the redemption price wholly or
partly in securities or other property included in the assets belonging to the
fund when in the opinion of the fund's Board of Directors, which shall be
conclusive, conditions exist which make payment wholly in cash unwise or
undesirable.
 
                      EXECUTION OF PORTFOLIO TRANSACTIONS
 
Orders for the fund's portfolio securities transactions are placed by the
Investment Adviser.  The Investment Adviser strives to obtain the best
available prices in its portfolio transactions taking into account the costs
and promptness of executions.  When circumstances relating to a proposed
transaction indicate that a particular broker (either directly or through their
correspondent clearing agents) is in a position to obtain the best price and
execution, the order is placed with that broker.  This may or may not be a
broker who has provided investment research, statistical, or other related
services to the Investment Adviser or has sold shares of the fund or other
funds served by the Investment Adviser.  The fund does not have an obligation
to obtain the lowest available commission rate to the exclusion of price,
service and qualitative considerations.
 
Portfolio transactions for the fund may be executed as part of concurrent
authorizations to purchase or sell the same security for other funds served by
the Investment Adviser, or for trusts or other accounts served by affiliated
companies of the Investment Adviser.  Although such concurrent authorizations
potentially could be either advantageous or disadvantageous to the fund, they
are effected only when the Investment Adviser believes that to do so is in the
interest of the fund.  When such concurrent authorizations occur, the objective
is to allocate the executions in an equitable manner.  The fund will not pay a
mark-up for research in principal transactioins.
   
Brokerage commissions paid on portfolio transactions for the fiscal years ended
October 31, 1998, 1997 and 1996 amounted to $2,797,000, $2,123,000 and
$2,365,000, respectively.    
   
The fund is required to disclose information regarding investments in the
securities of broker-dealers (or parents of broker-dealers that derive more
than 15% of their revenue from broker-dealer activities) which have certain
relationships with the fund.  During the last fiscal year, J.P. Morgan & Co.
Inc. and Merrill Lynch Mortgage Investors, Inc. were among the top 10 dealers
that received the largest amount of brokerage commissions and that acted as
principals in portfolio transactions.  The fund held equity securities of J.P.
Morgan & Co. in the amount of $11,310,000 and debt securities of Merrill Lynch
Mortgage Investors, Inc. in the amount of $1,929,000 as of the close of its
October 31, 1998 fiscal year.    
 
                              GENERAL INFORMATION
 
CUSTODIAN OF ASSETS -- Securities and cash owned by the fund, including
proceeds from the sale of shares of the fund and of securities in the fund's
portfolio, are held by The Chase Manhattan Bank, One Chase Manhattan Plaza, New
York, NY  10081, as Custodian.  Non-U.S. securities may be held by the
Custodian pursuant to sub-custodial arrangements in non-U.S. banks or foreign
branches of U.S. banks.
   
TRANSFER AGENT -- American Funds Service Company, a wholly owned subsidiary of
the Investment Adviser, maintains the records of each shareholder's account,
processes purchases and redemptions of the fund's shares, acts as dividend and
capital gain distribution disbursing agent, and performs other related
shareholder service functions.  American Funds Service Company was paid a fee
of $4,060,000 for the fiscal year ended October 31, 1998.    
 
INDEPENDENT ACCOUNTANTS -- PricewaterhouseCoopers LLP, 400 South Hope Street,
Los Angeles, CA  90071, has served as the fund's independent accountants since
the fund's inception, providing audit services, preparation of tax returns and
review of certain documents to be filed with the Securities and Exchange
Commission.  The financial statements, included in this Statement of Additional
Information from the Annual Report, have been so included in reliance on the
report of PricewaterhouseCoopers LLP given on the authority of said firm as
experts in auditing and accounting.
 
REPORTS TO SHAREHOLDERS --  The fund's fiscal year ends on October 31. 
Shareholders are provided, at least semiannually, with reports showing the
investment portfolio, financial statements and other information.  The fund's
annual financial statements are audited by the fund's independent accountants,
PricewaterhouseCoopers LLP, whose selection is determined annually by the Board
of Directors.  In an effort to reduce the volume of mail shareholders receive
from the fund when a household owns more than one account, the Transfer Agent
has taken steps to eliminate duplicate mailings of shareholder reports.  To
receive additional copies of a report shareholders should contact the Transfer
Agent.
 
YEAR 2000 -- The fund and its shareholders depend on the proper functioning of
computer systems maintained by the Investment Adviser and its affiliates and
other key service providers.  Many computer systems in use today will require
reprogramming or replacement prior to the year 2000 because of the way they
store dates and make date-related calculations.  The fund understands that
these service providers are taking steps to address the "Year 2000 problem". 
However, there can be no assurance that these steps will be sufficient to avoid
any adverse impact on the fund.  In addition, the fund's investments could be
adversely affected by the Year 2000 problem.  For example, the markets for
securities in which the fund invests could experience settlement problems and
liquidity issues. Corporate and governmental data processing errors may cause
losses for individual companies and overall economic uncertainties. Earnings of
individual issuers are likely to be affected by the costs of addressing the
problem, which may be substantial and may be reported inconsistently.
   
PERSONAL INVESTING POLICY -- Capital Research and Management Company and its
affiliated companies have adopted a personal investing policy consistent with
Investment Company Institute guidelines.  This policy includes: a ban on
acquisitions of securities pursuant to an initial public offering; restrictions
on acquisitions of private placement securities; pre-clearance and reporting
requirements; review of duplicate confirmation statements; annual
recertification of compliance with codes of ethics; blackout periods on
personal investing for certain investment personnel; ban on short-term trading
profits for investment personnel; limitations on service as a director of
publicly traded companies; and disclosure of personal securities
transactions.    
   
SHAREHOLDER VOTING RIGHTS --  The fund does not hold annual meetings of
shareholders.  However, significant matters which require shareholder approval,
such as certain elections of board members or a change in a fundamental
investment policy, will be presented to shareholders at a meeting called for
such purpose.  Shareholders have one vote per share owned. At any meeting of
shareholders, duly called and at which a quorum is present, shareholders
holding a majority of the votes entitled to be cast, may remove any director or
directors from office and may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed directors.  The fund has
agreed, at the request of the staff of the Securities and Exchange Commission,
to apply the provisions of section 16(c) of the 1940 Act with respect to the
removal of directors as though the fund were a common-law trust.  Accordingly,
the directors of the fund shall promptly call a meeting of shareholders for the
purpose of voting upon the question of removal of any director when requested
in writing to do so by the record holders of at least than 10% of the
outstanding shares.    
 
The financial statements including the investment portfolio and the report of
Independent Accountants contained in the Annual Report are included in this
Statement of Additional Information.  The following information is not included
in the Annual Report:
 
DETERMINATION OF NET ASSET VALUE,
REDEMPTION PRICE AND
 
MAXIMUM OFFERING PRICE PER SHARE -- OCTOBER 31, 1998
   
 Net asset value and redemption price per share
  (Net assets divided by shares outstanding)               $48.40
 
 Maximum offering price per share
  (100/94.25 of per share net asset value, which takes
  into account the fund's current maximum sales charge)    $51.35
    
                   INVESTMENT RESULTS AND RELATED STATISTICS
   
The fund's yield is 3.72 % based on a 30-day (or one month) period ended
October 31, 1998, computed by dividing the net investment income per share
earned during the period by the maximum offering price per share on the last
day of the period, according to the following formula:    
 
                         YIELD = 2[( a-b/cd + 1)/6/ -1]
 
 Where: a = dividends and interest earned during the period.
        b = expenses accrued for the period (net of reimbursements).
        c = the average daily number of shares outstanding during the period
that  were entitled to receive dividends.
        d = the maximum offering price per share on the last day of the period.
   
The fund's one-year total return and average annual total returns for the five-
and ten-year periods  ended October 31, 1998 was 6.82%, 12.53% and 13.57%,
respectively.  The average annual total return ("T") is computed by equating
the value at the end of the period ("ERV") with a hypothetical initial
investment of $1,000 ("P") over a period of years ("n") according to the
following formula as required by the Securities and Exchange Commission: 
P(1+T)/n/ = ERV.    
 
The following assumptions will be reflected in computations made in accordance
with the formula stated above: (1) deduction of the maximum sales charge of
5.75% from the $1,000 initial investment; (2) reinvestment of dividends and
distributions at net asset value on the reinvestment date determined by the
Board; and (3) a complete redemption at the end of any period illustrated.  
 
To calculate total return, an initial investment is divided by the offering
price (which includes the sales charge) as of the first day of the period in
order to determine the initial number of shares purchased.  Subsequent
dividends and capital gain distributions are then reinvested at net asset value
on the reinvestment date determined by the Board of Directors.  The sum of the
initial shares purchased and shares acquired through reinvestment is multiplied
by the net asset value per share as of the end of the period in order to
determine ending value.  The difference between the ending value and the
initial investment divided by the initial investment converted to a percentage
equals total return.  The resulting percentage indicates the positive or
negative investment results that an investor would have experienced from
reinvested dividends and capital gain distributions and changes in share price
during the period.  Total return may be calculated for one year, five years,
ten years and for other periods of years.  The average annual total return over
periods greater than one year also may be computed by utilizing ending values
as determined above.
 
The fund may also calculate a distribution rate on a taxable and tax equivalent
basis.  The distribution rate is computed by dividing the dividends paid by the
fund over the last 12 months by the sum of the month-end net asset value or
maximum offering price and the capital gains paid over the last 12 months.  The
distribution rate may differ from the yield.
 
The fund may also, at times, calculate total return based on net asset value
per share (rather than the offering price), in which case the figure would not
reflect the effect of any sales charges which would have been paid if shares
were purchased during the period reflected in the computation.  Consequently,
total return calculated in this manner will be higher.  Total return for the
unmanaged indices will be calculated assuming reinvestment of dividends and
interest, but will not reflect any deductions for advisory fees, brokerage
costs or administrative expenses.
 
The fund may include, in advertisements or in reports furnished to present or
prospective shareholders, information on its investment results and/or
comparisons of its investment results to various unmanaged indices (such as The
Dow Jones Average of 30 Industrial Stocks and The Standard and Poor's 500
Composite Stock Index) or results of other mutual funds or investment or
savings vehicles.  The fund may also, from time to time, combine its results
with those of other funds in The American Funds Group for purposes of
illustrating investment strategies involving multiple funds.
 
The fund may refer to results and surveys compiled by organizations such as CDA
Investment Technologies, Ibbottson Associates, Lipper Analytical Services,
Morningstar, Inc., Wiesenberger Investment Companies Services and by the U.S.
Department of Commerce.  Additionally, the fund may, from time to time, refer
to results published in various newspapers or periodicals, including BARRON'S,
FORBES, FORTUNE, INSTITUTIONAL INVESTOR, KIPLINGER'S PERSONAL FINANCE MAGAZINE,
MONEY, U.S. NEWS AND WORLD REPORT, and THE WALL STREET JOURNAL.
 
The fund may from time to time illustrate the benefits of tax-deferral by
comparing taxable investments to investments made through tax-deferred
retirement plans.
 
The fund may also from time to time compare its investment results with the
following:
 
 (1) Average of Savings Institutions deposits, which is a measure of all kinds
of savings deposits, including longer-term certificates (based on figures
supplied by the U.S. League of Savings Institutions).  Savings deposits offer a
guaranteed rate of return on principal, but no opportunity for capital growth. 
The period shown may include periods during which the maximum rates paid on
some savings deposits were fixed by law.
 
 (2) The Consumer Price Index, which is a measure of the average change in
prices over time in a fixed market basket of goods and services (e.g. food,
clothing, shelter and fuels, transportation fares, charges for doctors' and
dentists' services, prescription medicines and other goods and services that
people buy for day-to-day living).
 
The fund may also, from time to time, refer to statistics compiled by the U.S.
Department of Commerce.
 
The investment results set forth below were calculated as described in the
fund's prospectus.
   
<TABLE>
<CAPTION>
CIB VS. VARIOUS UNMANAGED INDICES                                                     
 
                                                                        
 
Lifetime                CIB          DJIA/1/         S&P 500/2/         
 
                                                                        
 
<S>                   <C>            <C>             <C>                
1987*- 10/31/98       +282.4%        +365.3%         +372.8%            
 
</TABLE>
    
 (*Since inception 7/30/87)
 
/1/ The Dow Jones Average of 30 Industrial Stocks is comprised of 30 industrial
companies such as General Motors and General Electric.
 
/2/ The Standard & Poor's 500 Stock Composite Index is comprised of industrial,
transportation, public utilities, and financial stocks and represents a large
portion of the value of issues traded on the New York Stock Exchange.  Selected
issues traded on the American Stock Exchange are also included.
 
Illustration of a $10,000 investment in CIB with
dividends reinvested and capital gain distributions taken in shares
(for the period July 30, 1987 through October 31, 1998)
   
<TABLE>
<CAPTION>
COST OF SHARES                                               VALUE OF SHARES                                                 
 
                                                                                                                          
 
Year                                         Total                          From             From                         
 
Ended          Annual       Dividends        Investment    From Initial     Capital Gains    Dividends        Total       
 
October 31     Dividends    (cumulative)     Cost          Investment       Reinvested       Reinvested       Value       
 
                                                                                                                          
 
<S>            <C>          <C>              <C>           <C>              <C>              <C>              <C>         
1987#          $92          $92              $10,092       $8,842           -                $87              $8,929      
 
1988           494          586              10,586        9,429            -                600              10,029      
 
1989           556          1,142            11,142        10,437           -                1,252            11,689      
 
1990           633          1,775            11,775        9,737            -                1,765            11,502      
 
1991           708          2,483            12,483        11,946           -                2,912            14,858      
 
1992           792          3,275            13,275        12,821           $130             3,942            16,893      
 
1993           881          4,156            14,156        14,342           212              5,343            19,897      
 
1994           975          5,131            15,131        13,617           267              6,052            19,936      
 
1995           1,079        6,210            16,210        15,112           367              7,888            23,367      
 
1996           1,199        7,409            17,409        16,542           751              9,907            27,200      
 
1997           1,324        8,733            18,733        19,225           1,446            12,934           33,605      
 
1998           1,468        10,201           20,201        20,315           2,760            15,163           38,238      
 
</TABLE>
    
# From July 30, 1987
   
The dollar amount of capital gain distributions during the period was
$2,304.    
 
EXPERIENCE OF THE INVESTMENT ADVISER -- Capital Research and Management Company
manages nine growth and growth-income funds that are at least 10 years old.  In
the 10-year periods since January 1, 1968 (133 in all), those funds have had
better total returns than their comparable Lipper indexes in 124 of 133
periods.
 
Note that past results are not an indication of future investment results. 
Also, the fund has different investment policies than the funds mentioned
above.  These results are included solely for the purpose of informing
investors about the experience and history of Capital Research and Management
Company.
 
                DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS
 
COMMERCIAL PAPER RATINGS - MOODY'S INVESTORS SERVICE, INC. employs the
designations "Prime-1," "Prime-2" and "Prime-3" to indicate commercial paper
having the highest capacity for timely repayment.  Issuers rated Prime-1 have a
superior capacity for repayment of short-term promissory obligations.  Prime-1
repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well-established industries; high rates of return
on funds employed; conservative capitalization structures with moderate
reliance on debt and ample asset protection; broad margins in earnings coverage
of fixed financial charges and high internal cash generation; and
well-established access to a range of financial markets and assured sources of
alternate liquidity.  Issues rated Prime-2 have a strong capacity for repayment
of short-term promissory obligations.  This will normally be evidenced by many
of the characteristics cited above, but to a lesser degree.  Earnings trends
and coverage ratios, while sound, will be more subject to variation. 
Capitalization characteristics, while still appropriate, may be more affected
by external conditions.  Ample alternate liquidity is maintained.
 
STANDARD & POOR'S CORPORATION'S ratings of commercial paper are graded into
four categories ranging from "A" for the highest quality obligations to "D" for
the lowest.  A -- Issues assigned its highest rating are regarded as having the
greatest capacity for timely payment.  Issues in this category are delineated
with numbers 1, 2, and 3 to indicate the relative degree of safety.  A-1 --
This designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong.  Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.  A-2 -- Capacity for timely payments on issues with this
designation is strong;  however, the relative degree of safety is not as high
as for issues designated "A-1."
 
CORPORATE DEBT SECURITIES - MOODY'S INVESTORS SERVICE, INC. rates the long-term
debt securities issued by various entities from "Aaa" to "C".
 
"Aaa -- Best quality.  These securities carry the smallest degree of investment
risk and are generally referred to as "gilt edge."  Interest payments are
protected by a large, or by an exceptionally stable margin and principal is
secure.  While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues."
 
"Aa -- High quality by all standards.  They are rated lower than the best bond
because margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude, or there may be
other elements present which make the long-term risks appear somewhat greater."
 
"A -- Upper medium grade obligations.  These bonds possess many favorable
investment attributes.  Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a susceptibility
to impairment sometime in the future."
 
"Baa -- Medium grade obligations.  Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unre liable over any great length of time.  Such
bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well."
 
"Ba -- Have speculative elements; future cannot be considered as well assured. 
The protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future. 
Bonds in this class are characterized by uncertainty of position."
 
"B -- Generally lack characteristics of the desirable investment; assurance of
interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small."
 
"Caa -- Of poor standing.  Issues may be in default or there may be present
elements of danger with respect to principal or interest."
 
"Ca -- Speculative in a high degree; often in default or have other marked
shortcomings."
 
"C -- Lowest rated class of bonds; can be regarded as having extremely poor
prospects of ever attaining any real investment standing."
 
STANDARD & POOR'S CORPORATION rates the long-term securities debt of various
entities in categories ranging from "AAA" to "D" according to quality.
 
"AAA -- Highest rating.  Capacity to pay interest and repay principal is
extremely strong."
 
"AA -- High grade.  Very strong capacity to pay interest and repay principal. 
Generally, these bonds differ from AAA issues only in a small degree."
 
"A -- Have a strong capacity to pay interest and repay principal, although they
are somewhat more susceptible to the adverse effects of change in circumstances
and economic conditions, than debt in higher rated categories."
 
"BBB -- Regarded as having adequate capacity to pay interest and repay
principal.  These bonds normally exhibit adequate protection parameters, but
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal than for debt in
higher rated categories."
 
"BB, B, CCC, CC, C -- Regarded, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in accordance with the
terms of the obligation.  BB indicates the lowest degree of speculation and C
the highest degree of speculation.  While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions."
 
"C1 -- Reserved for income bonds on which no interest is being paid."
 
"D -- In default and payment of interest and/or repayment of principal is in
arrears."
<PAGE>
<TABLE>
 
CAPITAL INCOME BUILDER
Portfolio Summary - OCTOBER 31, 1998
<S>                               <C>
 
Largest Individual                Percent of
Equity Holdings                   Net Assets
----------------------------      ---------
First Union                          3.07%
United Utilities                      2.13
Wachovia                              1.97
BANK ONE                              1.81
Philip Morris                         1.58
Ameritech                             1.54
Southern Electric                     1.52
Deutsche Telekom                      1.44
Thames Water                          1.38
Telefonica                            1.19
</TABLE>
 
<TABLE>
CAPITAL INCOME BUILDER
Investment Portfolio October 31, 1998
 
 
<S>                                                      <C>        <C>       <C>
Equity Securities                                         Shares or  Market  Percent
                                                          Principal    Value  of Net
Energy                                                       Amount (Millions Assets
----------------------------------------------           ------------------------------
Energy Sources - 3.19%
Amoco Corp.                                               1,700,000  $ 95.413  1.09%
Atlantic Richfield Co.                                      410,000   28.239      .32
CalEnergy Capital Trust II 6.25% convertible preferred 20   130,000    5.590      .06
Chevron Corp.                                               800,000   65.200      .75
Phillips Petroleum Co.                                      950,000   41.088      .47
Royal Dutch Petroleum Co. (New York Registered Shares)      880,000   43.340      .50
----------------------------------------------           ------------------------------
Utilities: Electric & Gas - 6.95%
Australian Gas Light Co.                                    380,088    2.737      .03
Central and South West Corp.                              1,450,000   40.328      .46
DPL Inc.                                                  2,684,200   50.832      .58
DTE Energy Co.                                              450,000   19.181      .22
GPU, Inc.                                                 1,150,000   49.594      .57
KeySpan Energy Corp.                                      2,428,800   72.560      .83
National Power PLC                                        9,600,000   83.390      .95
Nevada Power Co.                                            920,000   23.230      .26
NIPSCO Industries, Inc.                                     600,000   17.963      .21
PowerGen PLC                                              1,600,000   22.628      .26
Southern Electric PLC                                    12,900,000  132.567     1.52
Williams Companies, Inc.                                  3,383,250   92.828     1.06
----------------------------------------------           ------------------------------
                                                                     886.708    10.14
                                                                    -------------------
 
Materials
----------------------------------------------           ------------------------------
Chemicals - 0.08%
E.I. du Pont de Nemours and Co.                             120,000    6.900      .08
----------------------------------------------           ------------------------------
Forest Products & Paper - 0.72%
Chesapeake Corp.                                            300,000   10.500      .12
Potlatch Corp.                                              613,800   22.404      .26
Rayonier Inc.                                               215,600    8.449      .10
Union Camp Corp.                                            500,000   21.500      .24
----------------------------------------------           ------------------------------
Metals: Nonferrous - 0.08%
USX Corp. 6.75% DECS convertible preferred 2000             500,000    7.250      .08
----------------------------------------------           ------------------------------
                                                                      77.003      .88
                                                                    -------------------
 
Capital Equipment
----------------------------------------------           ------------------------------
Industrial Components - 0.32%
Tomkins PLC                                               6,000,000   27.767      .32
----------------------------------------------           ------------------------------
 
 
 
Consumer Goods
----------------------------------------------           ------------------------------
Automobiles - 1.26%
Chrysler Corp.                                              300,000   14.438      .17
Ford Motor Co., Class A                                   1,750,000   94.938     1.09
----------------------------------------------           ------------------------------
Beverages & Tobacco - 3.99%
British American Tobacco PLC (formerly B.A.T Industries P 1,000,000    8.904      .10
Foster's Brewing Group Ltd.                              16,000,000   39.344      .45
Gallaher Group PLC                                        8,121,700   55.732      .64
Philip Morris Companies Inc.                              2,715,000  138.804     1.58
RJR Nabisco Holdings Corp.                                  950,000   27.134      .31
Societe Nationale d'Exploitation Industrielle des Tabacs
 et Allumettes "SEITA"                                      575,000   34.168      .39
UST Inc.                                                  1,350,000   45.900      .52
----------------------------------------------           ------------------------------
Health & Personal Care - 0.51%
Bristol-Myers Squibb Co.                                    400,000   44.225      .51
----------------------------------------------           ------------------------------
                                                                     503.587     5.76
                                                                    -------------------
 
Services
----------------------------------------------           ------------------------------
Broadcasting & Publishing - 0.46%
Golden Books Family Entertainment, Inc. 8.75% convertible
 TOPrS 2016                                                 100,000     .050     .00
Houston Industries Inc. 7.00% ACES convertible preferred    340,000   27.561      .31
West Australian Newspapers Holdings Ltd.                  4,165,000   13.134      .15
----------------------------------------------           ------------------------------
Business & Public Services - 6.11%
American Water Works Co., Inc.                            1,850,000   59.084      .68
Autopistas del Mare Nostrum, SA Concesionaria del Estado    750,000   18.811      .21
Consumers Water Co.                                         300,000    9.038      .10
Hutchison Delta Finance Ltd. 7.00% convertible
 debentures 2002 (2,3)                                   11,000,000   11.000      .13
Hyder PLC                                                 5,980,000   82.222      .94
Thames Water PLC                                          6,554,166  120.667     1.38
TNT Post Groep                                            1,778,900   47.592      .54
United Utilities PLC                                     12,717,416  186.032     2.13
----------------------------------------------           ------------------------------
Leisure & Tourism - 0.19%
Host Marriott Financial Trust 6.75% QUIPS convertible
 preferred 2026                                             400,000   16.300      .19
----------------------------------------------           ------------------------------
 
Merchandising - 0.87%
J.C. Penney Co., Inc.                                       950,000   45.125      .52
Safeway PLC                                               6,100,000   30.629      .35
----------------------------------------------           ------------------------------
Telecommunications - 10.07%
Ameritech Corp.                                           2,502,600  134.984     1.54
Deutsche Telekom AG                                       4,607,300  125.570     1.44
France Telecom, SA                                          850,000   59.311      .68
Hong Kong Telecommunications Ltd. (ADR)                   2,454,377   49.241      .56
Koninklijke PTT Nederland NV                              1,800,593   69.947      .80
SBC Communications Inc.                                   1,000,000   46.313      .53
Telecom Argentina SA, Class B (ADR)                         841,900   27.151      .31
Telecom Corp. of New Zealand Ltd.                        15,784,160   64.736
Telecom Corp. of New Zealand Ltd. (2)                     8,380,000   34.369     1.14
Telecom Corp. of New Zealand Ltd. (ADR)                      25,000     .825
Telecom Italia SpA                                       18,255,800   92.443     1.06
Telefonica de Argentina SA, Class B (ADR)                   136,300    4.506      .05
Telefonica, SA (formerly Telefonica de Espana, SA)        2,300,840  103.827     1.19
TELUS Corp.                                               1,300,000   26.793      .31
U S WEST, Inc.                                              704,707   40.433      .46
----------------------------------------------           ------------------------------
Transportation: Airlines - 0.35%
Qantas Airways Ltd.                                      18,261,867   31.080      .35
----------------------------------------------           ------------------------------
                                                                    1,578.774   18.05
                                                                    -------------------
 
Finance
----------------------------------------------           ------------------------------
Banking - 17.78%
AmSouth Bancorporation                                    2,100,000   84.131      .96
Australia and New Zealand Banking Group Ltd.              2,400,000   13.740      .16
BANK ONE CORP.                                            3,238,000  158.257     1.81
BancWest Corp. (formerly First Hawaiian Bank)               400,000   15.950      .18
Bank of Nova Scotia                                       4,241,600   88.659     1.01
Barclays PLC                                              3,500,000   75.392      .86
Chase Manhattan Corp.                                       800,000   45.450      .52
Comerica Inc.                                               600,000   38.700      .44
Commonwealth Bank of Australia                            1,650,000   20.535      .23
First Security Corp. (Utah)                               2,420,500   49.469      .56
First Union Corp.                                         4,623,506  268.163     3.07
ForeningsSparbanken AB                                      845,000   22.905      .26
HSBC Holdings PLC                                         1,016,583   23.301      .27
Huntington Bancshares Inc.                                1,954,617   56.195      .64
KeyCorp                                                   2,070,000   62.747      .72
Keystone Financial, Inc.                                  1,127,550   32.981      .38
J.P. Morgan & Co. Inc.                                      120,000   11.310      .13
National Australia Bank Ltd.                              2,480,654   32.905      .38
National City Corp.                                         800,000   51.450      .59
Royal Bank of Canada                                      1,715,000   79.154      .90
United Bankshares, Inc.                                     600,000   16.050      .18
Wachovia Corp.                                            1,899,375  172.606     1.97
Washington Mutual, Inc.                                   1,100,000   41.181      .47
Westpac Banking Corp.                                     7,100,930   43.231      .49
Wilmington Trust Corp.                                      950,000   52.309      .60
----------------------------------------------           ------------------------------
Financial Services - 0.43%
Health Care Property Investors, Inc.                        880,000   29.590      .34
Imperial Credit Commercial Mortgage Investment Corp.        900,000    7.538      .09
----------------------------------------------           ------------------------------
Insurance - 3.18%
American General Corp.                                      160,000   10.960      .13
EXEL Ltd.                                                   970,800   74.206      .85
Guardian Royal Exchange PLC                               6,432,572   31.168      .36
HIH Winterthur International Holdings Ltd.                4,715,540    6.668      .08
Lincoln National Corp.                                    1,280,000   97.120     1.11
Ohio Casualty Corp.                                         717,500   27.086      .31
Royal & Sun Alliance Insurance Group PLC                  3,286,656   30.090      .34
----------------------------------------------           ------------------------------
Real Estate - 4.31%
AMB Property Corp.                                          750,000   17.250      .20
Apartment Investment and Management Co., Class A          1,125,000   39.305      .45
Archstone Communities Trust (formerly Security Capital
 Atlantic Trust and Security Capital Pacific Trust)       4,784,585   96.290     1.10
Bradley Real Estate, Inc.                                 1,045,000   21.945      .25
CarrAmerica Realty Corp.                                  1,620,000   36.450      .42
CCA Prison Realty Trust                                     429,400   10.091      .12
Correctional Properties Trust                               185,000    3.596      .04
Kimco Realty Corp.                                          400,000   15.925      .18
Meditrust Corp., paired stock                             2,010,000   32.663      .37
Pacific Retail Trust (2,3)                                2,850,000   37.050      .42
ProLogis Trust (formerly Security Capital Industrial Trus 1,191,114   25.981      .30
Redwood Trust, Inc.                                         100,000    1.375      .02
Spieker Properties, Inc.                                    250,000    8.625      .10
Washington Real Estate Investment Trust                     145,500    2.583      .03
Weeks Corp.                                                 485,000   14.095      .16
Weingarten Realty Investors                                 300,000   13.331      .15
----------------------------------------------           ------------------------------
                                                                    2,247.752   25.70
                                                                    -------------------
 
Multi-Industry and Miscellaneous
----------------------------------------------           ------------------------------
Multi-Industry - 0.24%
Hunting PLC                                               4,260,000   11.194      .13
Lend Lease Corp. Ltd.                                       306,535    6.770      .08
Thermo Instrument Systems Inc. 4.50% convertible
 debentures 2003 (2)                                      3,000,000    2.629      .03
----------------------------------------------           ------------------------------
Miscellaneous - 2.40%
Equity securities in initial period of
 acquisition                                                         210.572     2.40
Anglo American Coal Corp. Ltd.
Anglogold Ltd. (South Africa)
Bankers Trust New York Corp. (USA)
Cabot Industrial Trust
Cendant Corp. 7.50% PRIDES convertible preferred
Devro PLC (United Kingdom)
GLENBOROUGH REALTY TR CV PF SER A 7.75%  12/31/49
Hickson International PLC (United Kingdom)
[The] Rank Group PLC (United Kingdom)
Shell Transport and Trading Co. PLC (New York Registered Shares) (United  Kin
Stora Kopparbergs Berslags, Class A (Sweden)
Swisscom AG (Switzerland)
Wisconsin Energy Corp. (USA)
 
----------------------------------------------            1,608,800 -------------------
                                                                     231.165     2.64
                                                                    -------------------
TOTAL EQUITY SECURITIES (cost:
 $3,670.864 million)                                                5,552.756   63.49
                                                                    -------------------
 
 
                                                          Principal
Bonds and Notes                                              Amount
----------------------------------------------           ------------------------------
Corporate
----------------------------------------------           ------------------------------
Airplanes Pass Through Trust, pass-through certificates,
 Series 1, Class C, 8.15% 2019 (4)                        5,443,783    5.658      .07
Allegiance Corp. 7.80% 2016                               3,000,000    3.345      .04
Atlas Air, Inc., 1998-1 Pass Through Trust,
 Class B, 7.68% 2014 (4)                                  5,000,000    4.979      .16
Atlas Air, Inc., 1998-1 Pass Through Trust,
 Class A, 7.38% 2018 (4)                                  9,000,000    9.225
Ball Corp. 7.75% 2006 (2)                                 3,500,000    3.623      .04
Boyd Gaming Corp. 9.25% 2003                              1,250,000    1.263      .01
Cable & Wireless Communications PLC 6.625%-6.75% 2005-200 3,625,000    3.674      .04
Cablevision Systems Corp. 7.875%-8.125% 2007-2009         5,500,000    5.459      .06
California Energy Co., Inc. 10.25% 2004                   4,300,000    4.530      .05
Camden Property Trust 7.00% 2006                          5,000,000    4.708      .05
CarrAmerica Realty Corp. 6.625%-7.375% 2000-2007         26,000,000   24.901      .28
CBS Corp. 7.15% 2005                                      6,000,000    6.131      .07
Century Communications Corp. 8.75% 2007                   2,000,000    2.070      .02
Chateau Properties, Inc. 6.92% MOPPRS 2014               10,500,000    9.945      .11
Columbia Gas System, Inc., Series G, 7.62% 2025           3,000,000    3.035
Columbia Gas System, Inc., Series C, 6.80% 2005           2,000,000    2.106      .06
Columbia/HCA Healthcare Corp. 6.125%-6.91% 2000-2045     28,580,000   27.715      .32
Comcast Cellular Corp., Series B, 9.50% 2007              5,000,000    5.113      .06
Consumers International Inc. 10.25% 2005                  5,000,000    5.075      .06
Container Corp. of America 9.75% 2003                     8,485,000    8.188      .09
Continental Airlines, Inc., pass-through certificates,
 Series 1997-1, Class A, 7.461% 2016 (4,5)                1,974,347    2.053
Continental Airlines, Inc., pass-through certificates,
 7.78% 2007 (4,5)                                         2,944,600    2.978      .12
Continental Airlines, Inc., pass-through certificates,
 Series 1997-4, Class A, 6.90% 2018 (4)                   5,000,000    5.061
Cox Radio, Inc. 6.375% 2005 (2)                           3,500,000    3.641      .04
Delta Air Lines, Inc., 1991 Equipment
 Certificates Trust, Series K, 10.00% 2014 (2)            2,000,000    2.599      .03
DLJ Mortgage Acceptance Corp., Series 1996-CF1,
 Class A-1A, 7.28% 2028                                   2,081,812    2.165      .03
EOP Operating LP, 6.625%-6.75% 2003-2008                  5,550,000    5.381      .06
FIRSTPLUS Home Loan Owner Trust, Series 1997-1,
 Class A-6, 6.95% 2015 (4)                                4,250,000    4.318      .05
Freeport-McMoRan Copper & Gold Inc. 7.20% 2026            2,000,000    1.180      .01
Hearst-Argyle Television, Inc. 7.00% 2018                 2,000,000    1.937      .02
Highwoods/Forsyth LP, 6.835% MOPPRS 2003                  5,000,000    4.903      .06
Irvine Apartment Communities, LP 7.00% 2007               7,000,000    6.714      .08
Jet Equipment Trust, Series 1995-B, Class C, 9.71%
 2015 (2)                                                 5,000,000    5.793      .07
McDermott Inc. 9.375% 2002                                6,000,000    6.468      .07
J. Ray McDermott, SA 9.375% 2006                          8,000,000    8.280      .10
M.D.C. Holdings, Inc. 8.375% 2008                         5,000,000    4.650      .05
Merrill Lynch Mortgage Investors, Inc., Seller Manufactured
 Housing Contract, Series 1995-C2, Class A-1, 7.093% 2021 1,891,944    1.929      .02
Fred Meyer, Inc. 7.375% 2005                              5,000,000    5.208      .06
Midland Cogeneration Venture LP, Secured Lease
 Obligation Bonds, Series C-91, 10.33% 2002               2,537,441    2.754      .03
Occidental Petroleum Corp. 8.50% 2004                     8,000,000    8.123      .09
Ocean Energy, Inc. 8.875% 2007                            5,000,000    4.925      .06
Omega Healthcare Investors, Inc. 6.95% 2002-2007         18,000,000   16.878      .19
Owens-Illinois, Inc. 7.85%-8.10% 2004-2007                2,000,000    2.092      .02
Paperboard Industries International Inc. 8.375% 2007      4,750,000    4.418      .05
Parker & Parsley Petroleum Co. 8.25% 2007                 5,000,000    5.266      .06
Price REIT, Inc. 7.50% 2006                              11,000,000   11.291      .13
ProLogis Trust 7.05% 2006                                 3,000,000    2.894      .03
Qwest Communications International Inc. 0%/9.47% 2007 (6) 2,000,000    1.480      .02
Riggs National Corp. 8.50% 2006                           2,600,000    2.713      .03
Rite Aid Corp. 7.125% 2007                                5,000,000    5.210      .06
Royal Caribbean Cruises Ltd. 7.00%-7.25% 2007-2018        4,500,000    4.392      .05
Rykoff-Sexton, Inc. 8.875% 2003                           2,000,000    2.020      .02
Security Capital Group Inc. 7.15% 2007                    7,500,000    7.195      .08
Security Capital Industrial Trust 7.81% 2015              2,000,000    1.868      .02
Security Capital Pacific Trust 7.25% 2004                 5,000,000    4.941      .06
Shopping Center Associates 6.75% 2004 (2)                 3,000,000    2.919      .03
Spieker Properties, LP 6.75%-6.875% 2005-2008            15,000,000   14.548      .17
Tenet Healthcare Corp. 8.125% 2008 (2)                   10,000,000   10.150      .12
Time Warner Inc. 10.15% 2012                              5,000,000    6.620      .08
TKR Cable I, Inc. 10.50% 2007                             7,000,000    7.689      .09
Wellsford Residential Property Trust 7.75% 2005           2,500,000    2.593      .03
WestPoint Stevens Inc. 7.875% 2005                        5,000,000    5.050      .06
Woolworth Corp., Series A, 6.98%-7.00% 2001-2002         16,500,000   16.341      .19
WorldCom, Inc. 6.40% 2005                                 3,150,000    3.273      .04
----------------------------------------------           ------------------------------
                                                                     373.644     4.27
                                                                    -------------------
 
Governments and Governmental Authorities
----------------------------------------------           ------------------------------
Canadian Government 7.00% September 2001                 40,000,000   27.495      .32
----------------------------------------------           ------------------------------
                                                                      27.495      .32
                                                                    -------------------
 
U.S. Treasuries
----------------------------------------------           ------------------------------
8.50% February 2000                                      150,000,000 157.593     1.80
6.375% May 2000                                          100,000,000 102.984     1.18
8.75% August 2000                                        150,000,000 161.274     1.84
6.125% September 2000                                    30,000,000   30.975      .35
8.00% May 2001                                            6,000,000    6.519      .07
6.50% May 2001                                            3,000,000    3.157      .04
14.25% February 2002                                     75,000,000   97.383     1.11
11.125% August 2003                                      75,000,000   96.328     1.10
6.50% May 2005                                            7,500,000    8.355      .10
6.125% August 2007                                        2,200,000    2.429      .03
6.375% August 2027                                        9,000,000   10.371      .12
----------------------------------------------           ------------------------------
                                                                     677.368     7.74
                                                                    -------------------
TOTAL BONDS AND NOTES (cost: $1,072.893 million)                    1,078.507   12.33
                                                                    -------------------
TOTAL INVESTMENT SECURITIES (cost: $4,743.757
 million)                                                           6,631.263   75.82
                                                                    -------------------
 
 
SHORT-TERM SECURITIES
----------------------------------------------           ------------------------------
Corporate Short-Term Notes
----------------------------------------------           ------------------------------
American Express Credit Corp. 5.03% due 1/5/99           29,500,000   29.216      .33
Ciesco LP 5.05%-5.47% due 11/6/98-1/22/99                81,200,000   80.582      .92
Coca-Cola Co. 4.89%-5.30% due 12/1/98-1/19/99            80,600,000   80.004      .91
Walt Disney Co. 4.96% due 1/14/99                        50,000,000   49.476      .57
Duke University 5.51% due 11/6/98                        17,900,000   17.884      .21
E.I. du Pont de Nemours and Co. 4.98%-5.34% due 11/24/98-80,000,000   79.531      .91
Ford Motor Credit Co. 5.05%-5.47% due 11/2/98-1/7/99     77,000,000   76.637      .88
Gannett Co., Inc. 5.25% due 11/3/98 (2)                  41,800,000   41.782      .48
General Electric Capital Corp. 5.11%-5.72% due 11/2-11/2338,800,000   38.703      .44
General Motors Acceptance Corp. 5.06%-5.07% due 1/13-1/1557,000,000   56.380      .65
H.J. Heinz Co. 5.00%-5.44% due 11/4-12/11/98             84,000,000   83.719      .96
Hershey Foods Corp. 4.95%-5.43% due 11/5-12/10/98        43,400,000   43.219      .49
International Lease Finance Corp. 5.00%-5.43% due 11/2/9897,700,000   97.153     1.11
Lucent Technologies Inc. 5.19%-5.42% due 11/3-11/19/98   73,000,000   72.880      .83
Monsanto Co. 5.15%-5.52% due 11/12/98-2/12/99 (2)        51,300,000   50.913      .58
Motorola, Inc. 5.10%-5.48% due 11/12-12/28/98            63,185,000   62.824      .72
National Rural Utilities Cooperative Finance Corp. 5.12%-5.48%
 due 11/12/98-1/12/99                                    62,900,000   62.423      .71
Procter & Gamble Co. 4.90%-5.47% due 11/6/98-1/20/99     59,900,000   59.690      .68
Xerox Corp. 4.95%-5.20% due 11/9/98-1/11/99              92,100,000   91.573     1.05
----------------------------------------------           ------------------------------
                                                                    1,174.589   13.43
                                                                    -------------------
 
Federal Agency Discount Notes
----------------------------------------------           ------------------------------
Fannie Mae 4.93%-5.34% due 12/4/98-3/25/99               100,800,000  99.548     1.14
Federal Farm Credit Banks 4.85% due 2/1/99               100,000,000  99.977     1.14
Federal Home Loan Banks 5.25% due 12/18/98               51,000,000   50.674      .58
Freddie Mac 4.92%-5.41% due 11/5/98-3/26/99              374,900,000 370.910     4.24
----------------------------------------------           ------------------------------
                                                                           62    7.10
                                                                    -------------------
 
U.S. Treasury Short-Term Notes
----------------------------------------------           ------------------------------
5.875%-8.875% due 2/15-8/15/99                           348,000,000 354.387     4.05
----------------------------------------------           ------------------------------
 
TOTAL SHORT-TERM SECURITIES (cost: $2,150.783
 million)                                                           2,150.085   24.58
EXCESS OF PAYABLES OVER CASH AND RECEIVABLES                          34.544      .40
                                                                    -------------------
TOTAL SHORT-TERM SECURITIES, CASH AND
 RECEIVABLES, NET OF PAYABLES                                       2,115.541   24.18
                                                                    -------------------
NET ASSETS                                                          8,746.804  100.00
                                                                    ===================
 
(1) Non-income-producing securities.
 
(2) Purchased in a private placement transaction;
 resale to the public may require registration
 or sale only to qualified institutional buyers.
 
(3) Valued under procedures approved by the Board of
 Directors.
 
(4) Pass-through securities backed by a pool of
 mortgages or other loans on which principal
 payments are periodically made. Therefore,
 the effective maturity is shorter than the stated
 maturity.
 
(5) Coupon rate changes periodically.
 
(6) Step bond; coupon rate will increase at a later date.
 
ADR = American Depositary Receipts
 
See Notes to Financial Statements
</TABLE>
 
<TABLE>
Capital Income Builder
Financial Statements
 
<S>                                             <C>       <C>
Statement of Assets and Liabilities
at October 31, 1998                                       (dollars in
                                                          millions)
Assets:
Investment securities at market (cost:$4,743.757)         $6,631.263
Short-term securities (cost:$2,150.783)                   2,150.085
Cash                                                           .079
Receivables for-
 Sales of investments                            $ 90.000
 Sales of fund's shares                            13.014
 Forward currency contracts                          .000
 Dividends and accrued interest                    53.248   156.262
                                                ----------------------
                                                          8,937.689
Liabilities:
Payables for-
 Purchases of investments                         116.390
 Repurchases of fund's shares                       5.508
 Management services                                2.059
 Dividends payable                                 63.346
 Accrued expenses                                   3.582   190.885
                                                ----------------------
Net Assets at October 31, 1998 - Equivalent to
 $48.40 per share on 180,735,722 shares of $0.01
 par value capital stock outstanding
 (authorized capital stock - 200,000,000 shares)          $8,746.804
                                                          ============
 
Statement of Operations
for the year ended October 31, 1998
(dollars in millions)
 
 
Investment Income:
Income:
 Dividends                                       $217.392
 Interest                                         193.597  $410.989
                                                ------------
Expenses:
 Management services fee                           26.651
 Distribution expenses                             18.508
 Transfer agent fee                                 4.060
 Reports to shareholders                             .967
 Registration statement and prospectus               .570
 Postage, stationery and supplies                    .815
 Directors' fees                                     .132
 Auditing and legal fees                             .063
 Custodian fee                                      1.114
 Taxes other than federal income tax                 .069
 Other expenses                                      .100    53.049
                                                ----------------------
 Net investment income                                      357.940
                                                          ------------
Realized Gain and Unrealized Appreciation on
 Investments:
Net realized gain                                           519.943
Net increase in unrealized appreciation on investments      108.040
                                                          ------------
 Net realized gain and increase in unrealized
  appreciation on investments                               627.983
                                                          ------------
Net Increase in Net Assets Resulting from Operations       $985.923
                                                          ============
 
See Notes to Financial Statements
Statement of Changes in Net Assets
 (dollars in millions)                          Year endedOctober 31
                                                     1998      1997
                                                ----------------------
Operations:
Net investment income                           $  357.940$  259.582
Net realized gain on investments                  519.943   280.827
Net increase in unrealized appreciation on inves  108.040   776.609
                                                ----------------------
 Net increase in net assets resulting from
  operations                                      985.923 1,317.018
                                                ----------------------
Dividends and Distributions Paid to
 Shareholders:
Dividends from net investment income             (360.241) (262.498)
Distributions from net realized gain on investme (256.425)  (99.910)
                                                ----------------------
 Total dividends and distributions               (616.666) (362.408)
                                                ----------------------
Capital Share Transactions:
Proceeds from shares sold: 30,081,411 and
 29,804,485 shares, respectively                1,451.894 1,285.671
Proceeds from shares issued in reinvestment of net
 investment income dividends and distributions of
 net realized gain on investments: 10,721,248 and
 7,455,750 shares, respectively                   505.404   314.663
Cost of shares repurchased: 18,311,478 and 15,485,458
 shares, respectively                            (881.077) (671.331)
                                                ----------------------
 Net increase in net assets resulting from capital
  share transactions                            1,076.221   929.003
                                                ----------------------
Total Increase in Net Assets                    1,445.478 1,883.613
 
Net Assets:
Beginning of year                               7,301.326 5,417.713
                                                ----------------------
End of year (including undistributed net investment
 income: $3.480 and $3.028, respectively)       $8,746.804$7,301.326
                                                ======================
 
 
 
See Notes to Financial Statements
</TABLE>
 
CAPITAL INCOME BUILDER
Notes to Financial Statements
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES   
 
   ORGANIZATION - Capital Income Builder, Inc. (the "fund") is registered under
the Investment Company Act of 1940 as an open-end, diversified management
investment company. The fund seeks to provide a growing dividend together with
a current yield which exceeds that paid by U.S. stocks generally.   
 
SIGNIFICANT ACCOUNTING POLICIES - The following is a summary of the significant
accounting policies consistently followed by the fund in the preparation of its
financial statements:
  
 SECURITY VALUATION - Equity securities, including depositary receipts, are
valued at 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. In
cases where equity securities are traded on more than one exchange, the
securities are valued on the exchange or market determined by the investment
adviser to be the broadest and most representative market, which may be either
a securities exchange or the over-the-counter market. Fixed-income securities
are valued at prices obtained from a pricing service, when such prices are
available; however, in circumstances where the investment adviser deems it
appropriate to do so, such securities will be valued at the mean quoted bid and
asked prices or at prices for securities of comparable maturity, quality and
type. Securities with original maturities of one year or less having 60 days or
less to maturity are amortized to maturity based on their cost if acquired
within 60 days of maturity or, if already held on the 60th day, based on the
value determined on the 61st day. Securities and assets for which
representative market quotations are not readily available are valued at fair
value as determined in good faith by a committee appointed by the Board of
Directors.
 
NON-U.S. CURRENCY TRANSLATION - Assets or liabilities initially expressed in
terms of non-U.S. currencies are translated into U.S. dollars at the prevailing
market rates at the end of the reporting period. Purchases and sales of
securities and income and expenses are translated into U.S. dollars at the
prevailing market rates on the dates of such transactions. The effects of
changes in non-U.S. currency exchange rates on investment securities are
included with the net realized and unrealized gain or loss on investment
securities. 
 
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - As is customary in the
mutual fund industry, securities transactions are accounted for on the date the
securities are purchased or sold. Realized gains and losses from securities
transactions are reported on an identified cost basis. Dividend and interest
income is reported on the accrual basis. The fund does not amortize premiums on
securities purchased. Amortization of market discounts on securities is
recognized upon disposition. 
 
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends to shareholders are
declared daily from net investment income.   Distributions paid to shareholders
are recorded on the ex-dividend date. 
 
2. FEDERAL INCOME TAXATION
   
   It is the fund's policy to continue to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net taxable  income, including any net realized gain on
investments, to its shareholders. Therefore, no federal income tax provision is
required.
 
   As of October 31, 1998, net unrealized appreciation on investments for book
and federal income tax purposes aggregated $1,886,808,000, of which
$2,019,478,000 related to appreciated securities and $132,670,000 related to
depreciated securities. During the year ended October 31, 1998, the fund
realized, on a tax basis, a net capital gain of $517,096,000 on securities
transactions. Net losses related to non-U.S. currency and other transactions of
$2,847,000 were treated as an adjustment to ordinary income for federal income
tax purposes. The cost of portfolio securities for book and federal income tax
purposes was $6,894,540,000 at October 31, 1998. 
  
3. FEES AND TRANSACTIONS WITH RELATED PARTIES
   
   INVESTMENT ADVISORY FEE - The fee of $26,651,000 for management services was
incurred pursuant to an agreement with Capital Research and Management Company
(CRMC), with which certain officers and Directors of the fund are affiliated.
The Investment Advisory and Service Agreement provides for monthly fees,
accrued daily, based on an annual rate of 0.24% of the first $1 billion of
average net assets; 0.20% of such assets in excess of $1 billion but not
exceeding $2 billion; 0.18% of such assets in excess of $2 billion but not
exceeding $3 billion; 0.165% of such assets in excess of $3 billion but not
exceeding $5 billion; 0.155% of such assets in excess of $5 billion but not
exceeding $8 billion; and 0.15% of such assets in excess of $8 billion; plus
3.0% of the fund's monthly gross investment income. For purposes of the
Investment Advisory and Service Agreement, gross investment income means gross
income, computed without taking account of gains or losses from sales of
capital assets. 
 
   DISTRIBUTION EXPENSES - Pursuant to a Plan of Distribution, the fund may
expend up to 0.30% of its average net assets annually for any activities
primarily intended to result in sales of fund shares, provided the categories
of expenses for which reimbursement is made are approved by the fund's Board of
Directors. Fund expenses under the Plan include payments to dealers to
compensate them for their selling and servicing efforts. During the year ended
October 31, 1998, distribution expenses under the Plan were $18,508,000. As of
October 31, 1998, accrued and unpaid distribution expenses were $2,758,000.
American Funds Distributors, Inc. (AFD), the principal underwriter of the
fund's shares, received $6,716,000 (after allowances to dealers) as its portion
of the sales charges paid by purchasers of the fund's shares. Such sales
charges are not an expense of the fund and, hence, are not reflected in the
accompanying statement of operations.
 
   TRANSFER AGENT FEE - American Funds Service Company (AFS), the transfer
agent for the fund, was paid a fee of $4,060,000.  
 
   DEFERRED DIRECTORS' FEES - Directors who are unaffiliated with CRMC may
elect to defer part or all of the fees earned for services as members of the
Board. Amounts deferred are not funded and are general unsecured liabilities of
the fund. As of October 31, 1998, aggregate amounts deferred and earnings
thereon were $293,000.
 
   CRMC is owned by The Capital Group Companies, Inc. AFS and AFD are both
wholly owned subsidiaries of CRMC. Certain Directors and officers of the fund
are or may be considered to be affiliated with CRMC, AFS and AFD. No such
persons received any remuneration directly from the fund.
 
4. INVESTMENT TRANSACTIONS AND OTHER DISCLOSURES
 
   The fund made purchases and sales of investment securities, excluding
short-term securities, of $1,722,714,000 and $1,913,111,000, respectively,
during the year ended October 31, 1998.
 
   As of October 31, 1998, accumulated undistributed net realized gain on
investments was $492,001,000 and additional paid-in capital was $6,362,433,000.
The fund reclassified $2,753,000 to undistributed net investment income and
$24,069,000 to additional paid-in capital from undistributed net realized gains
for the year ended October 31, 1998. 
 
   Pursuant to the custodian agreement, the fund receives credits against its
custodian fee for imputed interest on certain balances with the custodian bank.
The custodian fee of $1,114,000 includes $33,000 that was paid by these credits
rather than in cash.  
 
   Dividend and interest income is recorded net of non-U.S. taxes paid. For the
year ended October 31, 1998, such non-U.S. taxes were $11,018,000. Net realized
currency losses on dividends, interest, withholding taxes reclaimable, and
sales of non-U.S. bonds and notes, on a book basis, were $10,075,000 for the
year ended October 31, 1998.
 
<TABLE>
Per-Share Data and Ratios
<S>                                  <C>          <C>          <C>         <C>       <C>
 
                                             Year        ended     October        31
                                              1998         1997        1996     1995         1994
 
Net Asset Value, Beginning of Year         $46.14       $39.70      $36.27    $32.68       $34.42
                                         --------  --------- - --------- - ---------  --------- -
 Income From Investment Operations:
  Net investment income                      2.09         1.74        1.95      1.69         1.73
  Net realized and unrealized gain
   (loss) on investments                      3.87        7.20         3.92     3.69        (1.62)
                                        ---------    ---------   --------- ---------    ---------
   Total income from investment opera        5.96         8.94        5.87      5.38          .11
                                        ---------    ---------   --------- ---------    ---------
 Less Distributions:
  Dividends from net investment incom       (2.09)       (1.77)      (1.94)    (1.69)       (1.73)
  Distributions from net realized gai       (1.61)        (.73)       (.50)     (.10)        (.12)
                                        ---------    ---------   --------- ---------    ---------
   Total distributions                      (3.70)       (2.50)      (2.44)    (1.79)       (1.85)
                                        ---------    ---------   --------- ---------    ---------
Net Asset Value, End of Year               $48.40       $46.14      $39.70    $36.27       $32.68
                                        =========    =========   ========= =========    =========
 
Total Return (1)                            13.33%     23.16%      16.76%    16.98%          .47%
 
 
Ratios/Supplemental Data:
 Net assets, end of year (in millions      $8,747       $7,301      $5,418    $4,533       $3,629
 Ratio of expenses to average net ass        .64%          .65%        .71%      .72%         .73%
 Ratio of net income to average net a       4.35%         4.04%       5.19%     4.96%        5.29%
 Portfolio turnover rate                   24.38%        27.65%      27.56%    18.06%       36.19%
 
 
 
(1)Excludes maximum sales charge of 5.75%.
</TABLE>
 
Report of Independent Accountants
 
To the Board of Directors and Shareholders of Capital Income Builder, Inc. 
 
In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the  per-share data and ratios present fairly, in all
material respects, the financial position of Capital Income Builder, Inc. (the
"Fund") at October 31, 1998, the results of its operations, the changes in its
net assets and the per-share data and ratios for the years indicated in
conformity with generally accepted accounting principles. These financial
statements and per-share data and ratios (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 generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation of
securities at October 31, 1998 by correspondence with the custodian, provide a
reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
November 30, 1998
 
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 distributions received by shareholders
during such fiscal year. The distributions made during the fiscal year by the
fund were earned from the following sources:  
      
 
<TABLE>
<CAPTION>
                                                  Dividends and Distributions per Share                                             
    
 
                                                  From Net         From Net              From Net                 
 
                                                  Investment       Realized Short-       Realized Long-           
 
Reinvest Date           Payment Date              Income           term Gains            term Gains               
 
<S>                     <C>                       <C>              <C>                   <C>                      
December 22, 1997       December 23, 1997         $0.480           -                     $1.61*                   
 
March 23, 1998          March 24, 1998             0.480           -                     -                        
 
June 16, 1998           June 17, 1998              0.485           -                     -                        
 
September 8, 1998       September 9, 1998          0.490           -                     -                        
 
</TABLE>
 
*INCLUDES $1.061 LONG-TERM CAPITAL GAINS TAXED AT A MAXIMUM RATE OF 28%.
The fund also designates as a capital gain distribution a portion of earnings
and profits paid to shareholders in redemption of their shares.
 
Corporate shareholders may exclude up to 70% of qualifying dividends received
during the year. For purposes of computing this exclusion, 27% of the dividends
paid by the fund from net investment income represent qualifying dividends.
 
Certain states may exempt from income taxation that portion of the dividends
paid from net investment income that was derived from direct U.S. Treasury
obligations. For purposes of computing this exclusion, 24% of the dividends
paid by the fund from net investment income were derived from interest on
direct U.S. Treasury 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 AMOUNTS ABOVE ARE 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 1999 TO DETERMINE THE CALENDAR YEAR
AMOUNTS TO BE INCLUDED ON THEIR 1998 TAX RETURNS. SHAREHOLDERS SHOULD CONSULT
THEIR TAX ADVISERS.
 
<PAGE>
                                    PART C
                             OTHER INFORMATION
                        CAPITAL INCOME BUILDER, INC.
 
ITEM 23. EXHIBITS
 
(a) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(b) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(c) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(d) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(e) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(f) None.
 
(g) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(h) None.
 
(i) Not applicable to this filing.
 
(j) Consent of Independent Auditors.
 
(k) None.
 
(l) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(m) Previously filed (see Post-Effective Amendment No. 12 filed December 30,
1997).
 
(n) EX-27 Financial data schedule (EDGAR).
 
(o) None.
 
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
 
  None.
 
ITEM 25. INDEMNIFICATION.
 
Registrant is a joint-insured under an Investment Advisor/Mutual Fund Errors
and Omissions Policies written by American International Surplus Lines
Insurance Company, Chubb Custom Insurance Company  and ICI Mutual Insurance
Company which insures its officers and Trustees against certain liabilities. 
However, in no event will Registrant maintain insurance to indemnify any such
person for any act for which Registrant itself is not permitted to indemnify
the individual.
 
Article VIII of the Articles of Incorporation of the Fund provides that "The
Corporation shall indemnify (1) its directors to the full extent provided by
the general laws of the State of Maryland now or hereafter in force, including
the advance of expenses under the procedures provided by such laws; (2) its
officers to the same extent it shall indemnify its directors; and (3) its
officers who are not directors to such further extent as shall be authorized by
the Board of Directors and be consistent with law.  The foregoing shall not
limit the authority of the Corporation to indemnify other employees and agents. 
Any indemnification by the Corporation shall be consistent with the
requirements of law, including the Investment Company Act of 1940."
 
Subsection (b) of Section 2-418 of the General Corporation Law of Maryland
empowers a corporation to indemnify any person who was or is party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against reasonable expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually incurred by him in connection
with such action, suit or proceeding unless it is established that:  (i) the
act or omission of the person was material to the cause of action adjudicated
in the proceeding and was committed in bad faith or was the result of active
and deliberate dishonesty; or (ii) the person actually received an improper
personal benefit of money, property or services; or (iii) with respect to any
criminal action or proceeding, the person had reasonable cause to believe that
the act or omission was unlawful.
 
Indemnification under subsection (b) of Section 2-418 may not be made by a
corporation unless authorized for a specific proceeding after a determination
has been made that indemnification is permissible in the circumstances because
the party to be indemnified has met the standard of conduct set forth in
subsection (b).  This determination shall be made (i) by the Board of Directors
by a majority vote of a quorum consisting of directors not, at the time,
parties to the proceeding, or, if such a quorum cannot be obtained, then by a
majority vote of a committee of the Board consisting solely of two or more
directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full Board in which
the designated directors who are parties may participate; (ii) by special legal
counsel selected by the Board of Directors of a committee of the Board by vote
as set forth in subparagraph (i), or, if the requisite quorum of the full Board
cannot be obtained therefor and the committee cannot be established, by a
majority vote of the full Board in which directors who are parties may
participate; or (iii) by the stockholders (except that shares held by any party
to the specific proceeding may not be voted).  A court of appropriate
jurisdiction may also order indemnification if the court determines that a
person seeking indemnification is entitled to reimbursement under subsection
(b).
 
Section 2-418 further provides that indemnification provided for by Section
2-418 shall not be deemed exclusive of any rights to which the indemnified
party may be entitled; that the scope of indemnification extends to directors,
officers, employees or agents of a constituent corporation absorbed in a
consolidation or merger and persons serving in that capacity at the request of
the constituent corporation for another; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liabilities under Section 2-418.
 
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
 
  None.
 
ITEM 27. PRINCIPAL UNDERWRITERS.
 
(a)  American Funds Distributors, Inc. is also the Principal Underwriter of
shares of:  AMCAP Fund, Inc., American Balanced Fund, Inc., The American Funds
Income Series, The American Funds Tax-Exempt Series I, The American Funds
Tax-Exempt Series II, American High-Income Municipal Bond Fund, Inc., American
High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc.,
Capital World Bond Fund, Inc., Capital World Growth and Income Fund, Inc., The
Cash Management Trust of America, EuroPacific Growth Fund, Fundamental
Investors, Inc., The Growth Fund of America, Inc., The Income Fund of America,
Inc., Intermediate Bond Fund of America, The Investment Company of America,
Limited Term Tax-Exempt Bond Fund of America, The New Economy Fund, New
Perspective Fund, Inc., SMALLCAP World Fund, Inc., The Tax-Exempt Bond Fund of
America, Inc., The Tax-Exempt Money Fund of America, U.S. Treasury Money Fund
of America and Washington Mutual Investors Fund, Inc.
 
<TABLE>
<CAPTION>
(b)   (1)                                       (2)                              (3)                         
 
                                                                                                             
 
      NAME AND PRINCIPAL                        POSITIONS AND OFFICES            POSITIONS AND OFFICES       
 
      BUSINESS ADDRESS                          WITH UNDERWRITER                 WITH REGISTRANT             
 
                                                                                                             
 
<S>   <C>                                       <C>                              <C>                         
      David L. Abzug                            Regional Vice President          None                        
 
      27304 Park Vista Road                                                                                  
      Agoura Hills, CA  91301                                                                                
 
                                                                                                             
 
      John A. Agar                              Vice President                   None                        
      1501 N. University, Suite 227A                                                                         
      Little Rock, AR  72207                                                                                 
 
                                                                                                             
 
      Robert B. Aprison                         Vice President                   None                        
 
      2983 Bryn Wood Drive                                                                                   
 
      Madison, WI  53711                                                                                     
 
                                                                                                             
 
L     William W. Bagnard                        Vice President                   None                        
 
                                                                                                             
 
      Steven L. Barnes                          Senior Vice President            None                        
 
      5400 Mount Meeker Road                                                                                 
 
      Boulder, CO  80301                                                                                     
 
                                                                                                             
 
B     Carl R. Bauer                             Assistant Vice President         None                        
 
      Michelle A. Bergeron                      Vice President                   None                        
      4160 Gateswalk Drive                                                                                   
      Smyrna, GA  30080                                                                                      
 
                                                                                                             
 
      Joseph T. Blair                           Senior Vice President            None                        
 
      27 Drumlin Road                                                                                        
 
      West Simsbury, CT  06092                                                                               
 
                                                                                                             
 
      John A. Blanchard                         Vice President                   None                        
 
      6421 Aberdeen Road                                                                                     
 
      Mission Hills, KS  66208                                                                               
 
                                                                                                             
 
      Ian B. Bodell                             Senior Vice President            None                        
 
      P.O. Box 1665                                                                                          
 
      Brentwood, TN  37024-1665                                                                              
 
                                                                                                             
 
      Michael L. Brethower                      Senior Vice President            None                        
 
      2320 North Austin Avenue                                                                               
 
      Georgetown, TX  78626                                                                                  
 
                                                                                                             
 
      C. Alan Brown                             Regional Vice President          None                        
 
 4129 Laclede Avenue                                                                                                          
       St. Louis, MO  63108                                                                                                         
 
 
                                                                                                             
 
H     J. Peter Burns                            Vice President                   None                        
 
                                                                                                             
 
      Brian C. Casey                            Regional Vice President          None                        
 
      8002 Greentree Road                                                                                    
 
      Bethesda, MD  20817                                                                                    
 
                                                                                                             
 
      Victor C. Cassato                         Senior Vice President            None                        
 
      609 W. Littleton Blvd., Suite 310                                                                      
 
      Littleton, CO  80120                                                                                   
 
                                                                                                             
 
      Christopher J. Cassin                     Senior Vice President            None                        
 
      111 W. Chicago Avenue, Suite G3                                                                        
 
      Hinsdale, IL  60521                                                                                    
 
                                                                                                             
 
      Denise M. Cassin                           Vice President                  None                        
 
      1301 Stoney Creek Drive                                                                                
 
      San Ramon, CA  94538                                                                                   
 
                                                                                                             
 
L     Larry P. Clemmensen                       Director                         None                        
 
                                                                                                             
 
L     Kevin G. Clifford                         Director, President and          None                        
                                                Co-Chief Executive Officer                                   
 
                                                                                                             
 
      Ruth M. Collier                           Senior Vice President            None                        
 
      145 West 67th St., #12K                                                                                
 
      New York, NY  10023                                                                                    
 
                                                                                                             
 
S     David Coolbaugh                           Assistant Vice President         None                        
 
                                                                                                             
 
      Thomas E. Cournoyer                       Vice President                   None                        
 
      2333 Granada Boulevard                                                                                 
 
      Coral Gables, FL  33134                                                                                
 
                                                                                                             
 
      Douglas A. Critchell                      Senior Vice President            None                        
 
      3521 Rittenhouse Street, N.W.                                                                          
 
      Washington, D.C.  20015                                                                                
 
                                                                                                             
 
L     Carl D. Cutting                           Vice President                   None                        
 
                                                                                                             
 
      Daniel J. Delianedis                      Regional Vice President          None                        
 
      8689 Braxton Drive                                                                                     
 
      Eden Prairie, MN  55347                                                                                
 
                                                                                                             
 
      Michael A. Dilella                        Vice President                   None                        
 
      P. O. Box 661                                                                                          
 
      Ramsey, NJ  07446                                                                                      
 
                                                                                                             
 
      G. Michael Dill                           Senior Vice President            None                        
      505 E. Main Street                                                                                     
 
      Jenks, OK  74037                                                                                       
 
                                                                                                             
 
      Kirk D. Dodge                             Senior Vice President            None                        
 
      633 Menlo Avenue, Suite 210                                                                            
 
      Menlo Park, CA  94025                                                                                  
 
                                                                                                             
 
      Peter J. Doran                            Senior Vice President            None                        
 
      1205 Franklin Avenue                                                                                   
 
      Garden City, NY  11530                                                                                 
 
                                                                                                             
 
L     Michael J. Downer                         Secretary                        None                        
 
                                                                                                             
 
      Robert W. Durbin                          Vice President                   None                        
 
      74 Sunny Lane                                                                                          
 
      Tiffin, OH  44883                                                                                      
 
                                                                                                             
 
I     Lloyd G. Edwards                          Senior Vice President            None                        
 
                                                                                                             
 
L     Paul H. Fieberg                           Senior Vice President            None                        
 
                                                                                                             
 
      John Fodor                                 Vice President                  None                        
 
      15 Latisquama Road                                                                                     
 
      Southborough, MA  01772                                                                                
 
                                                                                                             
 
L     Mark P. Freeman, Jr.                      Director                         None                        
 
                                                                                                             
 
      Clyde E. Gardner                          Senior Vice President            None                        
 
      Route 2, Box 3162                                                                                      
 
      Osage Beach, MO  65065                                                                                 
 
                                                                                                             
 
B     Evelyn K. Glassford                       Vice President                   None                        
 
                                                                                                             
 
      Jeffrey J. Greiner                        Vice President                   None                        
 
      12210 Taylor Road                                                                                      
 
      Plain City, OH  43064                                                                                  
 
L     Paul G. Haaga, Jr.                        Director                         Chairman of the Board       
 
                                                                                                             
 
B     Mariellen Hamann                          Assistant Vice President         None                        
 
                                                                                                             
 
      David E. Harper                           Senior Vice President            None                        
 
      R.D. 1, Box 210, Rte 519                                                                               
 
      Frenchtown, NJ  08825                                                                                  
 
                                                                                                             
 
      Ronald R. Hulsey                          Vice President                   None                        
 
      6744 Avalon                                                                                            
 
      Dallas, TX  75214                                                                                      
 
                                                                                                             
 
      Robert S. Irish                           Regional Vice President          None                        
 
      1225 Vista Del Mar Drive                                                                               
 
      Delray Beach, FL  33483                                                                                
 
                                                                                                             
 
L     Robert L. Johansen                        Vice President                   None                        
 
                                                                                                             
 
      Michael J. Johnston                       Director                         None                        
 
      630 Fifth Avenue, 36th Floor                                                                           
 
      New York, NY  10111                                                                                    
 
                                                                                                             
 
B     Damien M. Jordan                          Vice President                   None                        
 
                                                                                                             
 
      Arthur J. Levine                          Senior Vice President            None                        
 
      12558 Highlands Place                                                                                  
 
      Fishers, IN  46038                                                                                     
 
                                                                                                             
 
B     Karl A. Lewis                             Assistant Vice President         None                        
 
                                                                                                             
 
      T. Blake Liberty                          Regional Vice President          None                        
 
      5506 East Mineral Lane                                                                                 
 
      Littleton, CO  80122                                                                                   
 
                                                                                                             
 
      Mark Lien                                 Regional Vice President          None                        
      5570 Beechwood Terrace                                                                                 
      West Des Moines, IA  50266                                                                             
 
L     Lorin E. Liesy                            Assistant Vice President         None                        
 
                                                                                                             
 
L     Susan G. Lindgren                         Vice President -                 None                        
                                                Institutional                                                
 
                                                Investment Services                                          
 
                                                                                                             
 
LW    Robert W. Lovelace                        Director                         None                        
 
                                                                                                             
 
      Stephen A. Malbasa                        Vice President                   None                        
 
      13405 Lake Shore Blvd.                                                                                 
 
      Cleveland, OH  44110                                                                                   
 
                                                                                                             
 
      Steven M. Markel                          Senior Vice President            None                        
 
      5241 South Race Street                                                                                 
 
      Littleton, CO  80121                                                                                   
 
                                                                                                             
 
L     J. Clifton Massar                         Director, Senior Vice            None                        
                                                President                                                    
 
                                                                                                             
 
L     E. Lee McClennahan                        Senior Vice President            None                        
 
                                                                                                             
 
L     Jamie R. McCrary                          Assistant Vice President         None                        
 
                                                                                                             
 
S     John V. McLaughlin                        Senior Vice President            None                        
 
                                                                                                             
 
      Terry W. McNabb                           Vice President                   None                        
 
      2002 Barrett Station Road                                                                              
 
      St. Louis, MO  63131                                                                                   
 
                                                                                                             
 
L     R. William Melinat                        Vice President -                 None                        
                                                Institutional                                                
 
                                                Investment Services                                          
 
                                                                                                             
 
      David R. Murray                           Vice President                   None                        
 
      60 Briant Drive                                                                                        
 
      Sudbury, MA  01776                                                                                     
 
                                                                                                             
 
      Stephen S. Nelson                         Vice President                   None                        
 
      P.O. Box 470528                                                                                        
 
      Charlotte, NC  28247-0528                                                                              
 
                                                                                                             
 
      William E. Noe                            Regional Vice President          None                        
 
      304 River Oaks Road                                                                                    
 
      Brentwood, TN  37027                                                                                   
 
                                                                                                             
 
      Peter A. Nyhus                            Vice President                   None                        
 
      3084 Wilds Ridge Court                                                                                 
 
      Prior Lake, MN  55372                                                                                  
 
      Eric P. Olson                             Vice President                   None                        
 
      62 Park Drive                                                                                          
 
      Glenview, IL  60025                                                                                    
 
                                                                                                             
 
      Fredric Phillips                          Senior Vice President            None                        
 
      175 Highland Avenue, 4th Floor                                                                         
 
      Needham, MA  02494                                                                                     
 
                                                                                                             
 
B     Candance D. Pilgrim                       Assistant Vice President         None                        
 
                                                                                                             
 
      Carl S. Platou                            Vice President                   None                        
 
      4021 96th Avenue, S.E.                                                                                 
 
      Mercer Island, WA  98040                                                                               
 
                                                                                                             
 
L     John O. Post                              Vice President                   None                        
 
                                                                                                             
 
S     Richard P. Prior                          Assistant Vice President         None                        
 
                                                                                                             
 
      Steven J. Reitman                         Senior Vice President            None                        
 
      212 The Lane                                                                                           
 
      Hinsdale, IL  60521                                                                                    
 
                                                                                                             
 
      Brian A. Roberts                           Vice President                  None                        
 
      P.O. Box 472245                                                                                        
 
      Charlotte, NC  28247                                                                                   
 
                                                                                                             
 
      George S. Ross                            Senior Vice President            None                        
 
      55 Madison Avenue                                                                                      
 
      Morristown, NJ  07962                                                                                  
 
                                                                                                             
 
L     Julie D. Roth                             Vice President                   None                        
 
                                                                                                             
 
L     James F. Rothenberg                       Director                         None                        
 
                                                                                                             
 
      Douglas F. Rowe                           Vice President                   None                        
 
      30008 Oakland Hills Drive                                                                              
 
      Georgetown, TX  78628                                                                                  
 
                                                                                                             
 
      Christopher S. Rowey                      Regional Vice President          None                        
 
      9417 Beverlywood Street                                                                                
 
      Los Angeles, CA  90034                                                                                 
 
                                                                                                             
 
      Dean B. Rydquist                          Senior Vice President            None                        
 
      1080 Bay Pointe Crossing                                                                               
 
      Alpharetta, GA  30005                                                                                  
 
      Richard R. Samson                         Senior Vice President            None                        
 
      4604 Glencoe Avenue, #4                                                                                
 
      Marina del Rey, CA  90292                                                                              
 
                                                                                                             
 
      Joseph D. Scarpitti                       Vice President                   None                        
 
      31465 St. Andrews                                                                                      
 
      Westlake, OH  44145                                                                                    
 
                                                                                                             
 
L     R. Michael Shanahan                       Director                         None                        
 
                                                                                                             
 
      David W. Short                            Director, Chairman of the        None                        
      1000 RIDC Plaza, Suite 212                Board and Co-Chief                                           
      Pittsburgh, PA  15238                     Executive Officer                                            
 
                                                                                                             
 
      William P. Simon, Jr.                     Senior Vice President            None                        
 
      912 Castlehill Lane                                                                                    
 
      Devon, PA  91333                                                                                       
 
                                                                                                             
 
L     John C. Smith                             Assistant Vice President -       None                        
                                                Institutional Investment                                     
                                                Services                                                     
 
                                                                                                             
 
      Rodney G. Smith                           Vice President                   None                        
 
      100 N. Central Expressway                                                                              
      Suite 1214                                                                                             
 
      Richardson, TX  75080                                                                                  
 
                                                                                                             
 
      Tony Soave                                Regional Vice President          None                        
      8831 Morning Mist Drive                                                                                
      Clarkston, MI  48348                                                                                   
 
      Nicholas D. Spadaccini                    Regional Vice President          None                        
 
      855 Markley Woods Way                                                                                  
 
      Cincinnati, OH  45230                                                                                  
 
                                                                                                             
 
L     Kristen J. Spazafumo                      Assistant Vice President         None                        
 
                                                                                                             
 
      Daniel S. Spradling                       Senior Vice President            None                        
 
      181 Second Avenue                                                                                      
      Suite 228                                                                                              
 
      San Mateo, CA  94401                                                                                   
 
                                                                                                             
 
B     Max D. Stites                             Vice President                   None                        
 
                                                                                                             
 
      Thomas A. Stout                           Regional Vice President          None                        
 
      3919 Whooping Crane Circle                                                                             
      Virginia Beach, VA  23455                                                                              
 
                                                                                                             
 
                                                                                                             
 
      Craig R. Strauser                         Vice President                   None                        
 
      3 Dover Way                                                                                            
 
      Lake Oswego, OR  97034                                                                                 
 
                                                                                                             
 
      Francis N. Strazzeri                      Senior Vice President            None                        
 
      31641 Saddletree Drive                                                                                 
 
      Westlake Village, CA  91361                                                                            
 
                                                                                                             
 
L     Drew W. Taylor                            Assistant Vice President         None                        
 
                                                                                                             
 
S     James P. Toomey                            Vice President                  None                        
 
                                                                                                             
 
I     Christopher E. Trede                       Vice President                  None                        
 
                                                                                                             
 
      George F. Truesdail                       Vice President                   None                        
 
      400 Abbotsford Court                                                                                   
 
      Charlotte, NC  28270                                                                                   
 
                                                                                                             
 
      Scott W. Ursin-Smith                      Vice President                   None                        
 
      60 Reedland Woods Way                                                                                  
 
      Tiburon, CA  94920                                                                                     
 
                                                                                                             
 
      Thomas E. Warren                          Regional Vice President          None                        
 
      119 Faubel Street                                                                                      
 
      Sarasota, FL  34242                                                                                    
 
                                                                                                             
 
L     J. Kelly Webb                             Senior Vice President,           None                        
                                                Treasurer                                                    
 
                                                                                                             
 
      Gregory J. Weimer                         Vice President                   None                        
 
      206 Hardwood Drive                                                                                     
 
      Venetia, PA  15367                                                                                     
 
                                                                                                             
 
B     Timothy W. Weiss                          Director                         None                        
 
                                                                                                             
 
      George Wenzel                             Regional Vice President          None                        
      3406 Shakespeare Drive                                                                                 
      Troy, MI  48084                                                                                        
 
      N. Dexter Williams                        Senior Vice President            None                        
      P.O. Box 2200                                                                                          
      Danville, CA  94526                                                                                    
 
                                                                                                             
 
      Timothy J. Wilson                         Vice President                   None                        
 
      113 Farmview Place                                                                                     
 
      Venetia, PA  15367                                                                                     
 
                                                                                                             
 
B     Laura L. Wimberly                         Vice President                   None                        
 
                                                                                                             
 
H     Marshall D. Wingo                         Director, Senior Vice            None                        
                                                President                                                    
 
                                                                                                             
 
L     Robert L. Winston                         Director, Senior Vice            None                        
                                                President                                                    
 
                                                                                                             
 
      William R. Yost                           Vice President                   None                        
 
      9320 Overlook Trail                                                                                    
 
      Eden Prairie, MN  55347                                                                                
 
                                                                                                             
 
      Janet M. Young                            Regional Vice President          None                        
 
      1616 Vermont                                                                                           
 
      Houston, TX  77006                                                                                     
 
                                                                                                             
 
      Scott D. Zambon                           Regional Vice President          None                        
 
      320 Robinson Drive                                                                                     
 
      Tustin Ranch, CA  92782                                                                                
 
</TABLE>
 
__________
L Business Address, 333 South Hope Street, Los Angeles, CA  90071
LW Business Address, 11100 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 
90025
B Business Address, 135 South State College Boulevard, Brea, CA  92821
S Business Address, 3500 Wiseman Boulevard, San Antonio, TX  78251
H Business Address, 5300 Robin Hood Road, Norfolk, VA 23513
I Business Address, 8332 Woodfield Crossing Blvd., Indianapolis, IN 46240 
 
 (c) None.
 
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
 
Accounts, books and other records required by Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940, as amended, are maintained and kept in the
offices of the fund and its investment adviser, Capital Research and Management
Company, 333 South Hope Street, Los Angeles, CA 90071.  Certain accounting
records are maintained and kept in the offices of the fund's accounting
department, 135 South State College Blvd., Brea, CA  92821.
 
Records covering shareholder accounts are maintained and kept by the transfer
agent, American Funds Service Company, 135 South State College Blvd., Brea, CA 
92821, 3500 Wiseman Boulevard, San Antonio, TX  78251, 8332 Woodfield Crossing
Boulevard, Indianapolis, IN  42640 and 5300 Robin Hood Road, Norfolk, VA 
23514.
 
Records covering portfolio transactions are also maintained and kept by the
custodian, The Chase Manhattan Bank, One Chase Manhattan Plaza, New York, NY
10081.
 
ITEM 29. MANAGEMENT SERVICES.
 
  None.
 
ITEM 30. UNDERTAKINGS.
 
  n/a
 
<PAGE>
                            SIGNATURE OF REGISTRANT
 
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, and State of California, on the
24th day of December, 1998.
 
CAPITAL INCOME BUILDER, INC.
 
By /s/ Paul G. Haaga, Jr.
 (Paul G. Haaga, Jr., Chairman of the Board)
 
Pursuant to the requirements of the Securities Act of 1933, this amendment to
its Registration Statement has been signed below on December 24, 1998, by the
following persons in the capacities indicated.
 
<TABLE>
<CAPTION>
         SIGNATURE                              TITLE                           
 
<S>      <C>                                    <C>                             
                                                                                
 
(1)      Principal Executive Officer:                                           
 
                                                                                
 
                                                                                
 
         /s/ James B. Lovelace                  President and Director          
 
             (James B. Lovelace)                                                
 
                                                                                
 
(2)      Principal Financial Officer and                                        
 
         Principal Accounting Officer:                                          
 
                                                                                
 
                                                                                
 
         /s/ R. Marcia Gould                    Treasurer                       
 
             (R. Marica Gould)                                                  
 
                                                                                
 
(3)      Directors:                                                             
 
                                                                                
 
         H. Frederick Christie*                 Director                        
 
                                                                                
 
                                                                                
 
         /s/ Paul G. Haaga, Jr.                 Chairman of the Board           
         (Paul G. Haaga, Jr.)                                                   
 
         Mary Myers Kauppila                    Director                        
 
         /s/ James B. Lovelace                  President and Director          
         (James B. Lovelace)                                                    
 
         Jon B. Lovelace*                       Vice Chairman of the Board      
 
         Gail L. Neale*                         Director                        
 
         Robert J. O'Neill                      Director                        
 
         Donald E. Petersen*                    Director                        
 
         Stefanie Powers                        Director                        
 
         Frank Stanton*                         Director                        
 
         Charles Wolf, Jr.*                     Director                        
 
</TABLE>
 
*By /s/ Vincent P. Corti
(Vincent P. Corti, Attorney-in-Fact)
 
Counsel represents that this amendment does not contain disclosures that would
make the amendment ineligible for effectiveness under the provisions of rule
485(b).
 
/s/ Michael J. Downer
(Michael J. Downer)