AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT This Amendment to the Shareholder Services Agreement (the "Agreement") by and between American Funds Service Company (hereinafter "AFS") and The Growth Fund of America, Inc.(hereinafter called "the Fund") is...

            AMENDMENT OF SHAREHOLDER SERVICES AGREEMENT
                                 
     This Amendment to the Shareholder Services Agreement
(the "Agreement") by and between American Funds Service
Company (hereinafter "AFS") and The Growth Fund of America,
Inc.(hereinafter called "the Fund") is dated as of the first
day of January 1998.

     WHEREAS, AFS and the Fund entered into the Agreement
with regard to certain shareholder services to be performed
by AFS; and
     
     WHEREAS, AFS and the Fund desire to amend said
Agreement in the manner hereinafter set forth;

     NOW THEREFORE, pursuant to Section 9 of the Agreement,
AFS and the Fund hereby amend the Agreement in the following
form:

     1.   Section 6 is amended to read as follows:

     AFS will provide to the participating investment
companies the shareholder services referred to herein in
return for the following fees:

     Annual account maintenance fee (paid monthly):
     $0.45 per month for each open account on AFS books or
in Level 2 or 4
     Networking ($5.40 per year).
     $0.06 per month for each open account maintained in
Street Name or 
     Level 1 or 3 Networking ($0.72 per year).
     No annual fee will be charged for a participant account
underlying a 401(k) or other defined contribution plan where
the plan maintains a single account on AFS books and
responds to all participant inquiries.

     Transaction fees:
          $2.70 per non-automated transaction
          $0.20 per automated transaction

     For this purpose, "transactions" shall include all
types of transactions included in an "activity index" as
reported to the Review and Advisory Committee at least
annually.  AFS will xxxx the Fund monthly, on or shortly
after the first of each calendar month, and the Fund will
pay AFS within five business days of such billing.  

     Any revision of the schedule of charges set forth
herein shall require the affirmative vote of a majority of
the members of the board of directors of the Fund.

     IN WITNESS THEREOF, AFS and the Fund have caused this
Amendment to be executed by their duly authorized officers
effective as of the date first written above.


THE GROWTH FUND OF               AMERICAN FUNDS
AMERICA, INC.                    SERVICE COMPANY


BY:  /s/ Xxxxxxx X. Xxxx          BY:  Xxxxxxx X. Xxxxxxxxxx 
       

Name:  Xxxxxxx X. Xxxx           Name:Xxxxxxx X. Xxxxxxxxxx
Title:    Secretary              Title:    Secretary   
Date:     January 2, 1998        Date:     January 2,1998