Investment Co of America – ‘N-CSR’ for 12/31/03 – EX-99.CERT

On:  Wednesday, 3/10/04, at 11:57am ET   ·   Effective:  3/10/04   ·   For:  12/31/03   ·   Accession #:  51931-4-6   ·   File #:  811-00116

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Certified Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Certified Annual Shareholder Report of a              72±   317K 
                          Management Investment Company                          
 4: EX-99.906   Miscellaneous Exhibit                                  1      7K 
 3: EX-99.CERT  Miscellaneous Exhibit                                  3±    16K 
 2: EX-99.CODE ETH  Miscellaneous Exhibit                              2±     9K 

EX-99.CERT   —   Miscellaneous Exhibit

 The Investment Company of America
 333 South Hope Street, Los Angeles, California 90071-1406
Phone (213) 486 9200

 CERTIFICATION

I, R. Michael Shanahan, certify that:                                           
1.   I have  reviewed  this  report on Form N-CSR of The  Investment  Company of
America;                                                              
2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
report;                                                               
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of  operations,  changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement  of cash flows) of the  registrant  as of, and for, the periods
presented in this report;                                             
4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule  30a-3(c)  under the  Investment  Company Act of 1940) and internal
     control over  financial  reporting (as defined in Rule  30a-3(d)  under the
Investment Company Act of 1940) for the registrant and have:          
a) Designed such disclosure  controls and procedures,  or caused such 
   disclosure controls and procedures to be designed under our  supervision,
to ensure that material  information  relating to the registrant,     
  including its consolidated  subsidiaries,  is made known to us by others
within those entities,  particularly during the period in which this  
report is being prepared;                                             
  b) Designed such internal  control over financial  reporting,  or caused
  such internal  control over financial reporting to be designed under our
     supervision,  to provide reasonable  assurance regarding the reliability of
 financial  reporting and the  preparation  of financial  statements for
external  purposes in accordance  with generally accepted accounting  
principles;                                                           
   c) Evaluated the  effectiveness of the registrant's  disclosure  controls
 and procedures and presented in this report our  conclusions  about the
    effectiveness  of the  disclosure  controls and  procedures,  as of a date
within 90 days prior to the filing date of this report based on such  
evaluation; and                                                       
d) Disclosed in this report any change in the  registrant's  internal 
   control over  financial  reporting that occurred during the  registrant's
     most recent fiscal half-year (the  registrant's  second fiscal half-year in
the case of an annual  report) that has materially  affected,  or is  
reasonably  likely to materially  affect, the registrant's internal   
control over financial reporting; and                                 
5.   The registrant's other certifying  officer(s) and I have disclosed to the  
  registrant's  auditors and the audit committee of the registrant's Board
of Directors (or persons performing the equivalent functions):        
  a) All significant  deficiencies  and material  weaknesses in the design
or operation of internal control over financial  reporting  which are 
reasonably  likely to adversely  affect the  registrant's  ability to 
record, process, summarize, and report financial information; and     
b) Any fraud,  whether or not  material,  that involves  management or
   other  employees who have a significant role in the registrant's internal
control over financial reporting.                                     
Date: March 8, 2004                                                             
                         /s/ R. Michael Shanahan
                                   R. Michael Shanahan, Chairman and

                         Chief Executive Officer

 The Investment Company of America
 333 South Hope Street, Los Angeles, California 90071-1406
Phone (213) 486 9200

 CERTIFICATION

I, Thomas M. Rowland, certify that:                                             
1.   I have reviewed this report on Form N-CSR of The Investment Company of     
America;                                                              
2.   Based on my knowledge,  this report does not contain any untrue statement  
  of a material fact or omit to state a material  fact  necessary  to make
the statements made, in light of the  circumstances  under  which such
 statements were made, not misleading with respect to the period covered
by this report;                                                       
3.   Based on my knowledge,  the financial  statements,  and other financial    
information  included in this report, fairly  present in all material 
 respects the financial condition, results of operations, changes in net
  assets,  and cash flows (if the  financial  statements  are  required to
  include a statement of cash flows) of the registrant as of, and for, the
periods presented in this report;                                     
4.   The  registrant's  other  certifying  officer(s)  and I  are  responsible  
 for establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-3(c)  under the  Investment  Company Act of 1940) 
    and internal control over financial reporting (as defined in Rule 30a-3(d)
 under the Investment  Company Act of 1940) for the registrant and have:
a) Designed such disclosure  controls and procedures,  or caused such 
  disclosure controls and procedures to be designed under our supervision,
     to ensure that material  information  relating to the registrant, including
    its consolidated subsidiaries,  is made known to us by others within those
 entities,  particularly during the period in which this report is being
prepared;                                                             
  b) Designed such internal  control over financial  reporting,  or caused
 such internal control over financial reporting to be designed under our
     supervision,  to provide reasonable  assurance regarding the reliability of
 financial  reporting and the  preparation  of financial  statements for
external  purposes in accordance  with generally accepted accounting  
principles;                                                           
   c) Evaluated the  effectiveness of the registrant's  disclosure  controls
and procedures and presented in this report our conclusions about the 
    effectiveness  of the  disclosure  controls and  procedures,  as of a date
within 90 days prior to the filing date of this report based on such  
evaluation; and                                                       
d) Disclosed in this report any change in the  registrant's  internal 
   control over  financial  reporting that occurred during the  registrant's
     most recent fiscal half-year (the  registrant's  second fiscal half-year in
the case of an annual  report) that has materially  affected,  or is  
     reasonably  likely to materially  affect, the registrant's internal control
over financial reporting; and                                         
5.   The registrant's other certifying  officer(s) and I have disclosed to the  
  registrant's  auditors and the audit committee of the registrant's Board
of Directors (or persons performing the equivalent functions):        
  a) All significant  deficiencies  and material  weaknesses in the design
or operation of internal control over financial  reporting  which are 
reasonably  likely to adversely  affect the  registrant's  ability to 
record, process, summarize, and report financial information; and     
b) Any fraud,  whether or not  material,  that involves  management or
   other  employees who have a significant role in the registrant's internal
control over financial reporting.                                     
Date: March 8, 2004                                                             
                     /s/ Thomas M. Rowland
                            Thomas M. Rowland, Treasurer
                                 The Investment Company of America

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSR’ Filing		Date		Other Filings
Filed on / Effective on:		3/10/04
		3/8/04
For Period End:		12/31/03		24F-2NT,  NSAR-B
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