AIM EQUITY FUNDS INC
24F-2NT, 1996-11-27
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<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24f-2

            READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
                             PLEASE PRINT OR TYPE.

- --------------------------------------------------------------------------------
 1.      Name and address of issuer:

         AIM EQUITY FUNDS, INC.
         11 GREENWAY PLAZA, SUITE 1919
         HOUSTON, TEXAS 77046-1173
- --------------------------------------------------------------------------------
 2.      Name of each series or class of funds for which this notice is filed:

         AIM BLUE CHIP FUND - CLASS A SHARES  
         AIM BLUE CHIP FUND - CLASS B SHARES

- --------------------------------------------------------------------------------
 3.      Investment Company Act File Number:       811-1424

         Securities Act File Number:        2-25469

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

 4.      Last day of fiscal year for which this notice is filed:         9/30/96

- --------------------------------------------------------------------------------
 5.      Check box if this notice is being filed more than 180 days after the 
         close of the issuer's fiscal year for purposes of reporting securities
         sold after the close of the fiscal year but before termination of the 
         issuer's 24f-2 declaration:
                                                       [ ]
- --------------------------------------------------------------------------------
 6.      Date of termination of issuer's declaration under rule 24f-2(a)(1), if
         applicable (see Instruction A.6):


- --------------------------------------------------------------------------------
 7.      Number and amount of securities of the same class or series which had 
         been registered under the Securities Act of 1933 other than pursuant 
         to rule 24f-2 in a prior fiscal year, but which remained unsold at the
         beginning of the fiscal year:

                         - 0 -                                - 0 -
- --------------------------------------------------------------------------------
 8.      Number and amount of securities registered during the fiscal year 
         other than pursuant to rule 24f-2:

- --------------------------------------------------------------------------------
 9.      Number and aggregate sale price of securities sold during the fiscal 
         year:

               1,683,439                                $41,604,098
- --------------------------------------------------------------------------------
 10.     Number and aggregate sale price of securities sold during the fiscal 
         year in reliance upon registration pursuant to rule 24f-2:

               1,683,439                                $41,604,098
- --------------------------------------------------------------------------------





<PAGE>   2
- --------------------------------------------------------------------------------
 11.     Number and aggregate sale price of securities issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable 
         (see Instruction B.7):

- --------------------------------------------------------------------------------
 12.     Calculation of registration fee:


<TABLE>
<S>                                                                          <C>
          (i)    Aggregate sale price of securities sold during the
                 fiscal year in reliance on rule 24f-2 (from Item 10):       $ 41,604,098
                                                                             ------------
          (ii)   Aggregate price of shares issued in connection with
                 dividend reinvestment plan (from Item 11, if
                 applicable):                                                +     N/A
                                                                             ------------
          (iii)  Aggregate price of shares redeemed or repurchased during
                 the fiscal year (if applicable):                            - 12,630,901
                                                                             ------------
          (iv)   Aggregate price of shares redeemed or repurchased and
                 previously applied as a reduction to filing fees
                 pursuant to rule 24e-2 (if applicable):                     +     N/A
                                                                             ------------
          (v)    Net aggregate price of securities sold and issued during
                 the fiscal year in reliance on rule 24f-2 [line (i),
                 plus line (ii), less line (iii), plus line (iv)] (if
                 applicable):                                                $ 28,973,197
                                                                             ------------
          (vi)   Multiplier prescribed by Section 6(b) of the Securities
                 Act of 1933 or other applicable law or regulation (see
                 Instruction C.6):                                           x     1/3300
                                                                             ------------
          (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:     $  8, 779.76
                                                                             ============
</TABLE>

 Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
               the form is being filed within 60 days after the close of the 
               issuer's fiscal year.  See Instruction C.3.

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

 13.     Check box if fees are being remitted to the Commission's lockbox 
         depository as described in section 3a of the Commission's Rules of 
         Informal and Other Procedures (17 CFR 202.3a).
                                                           [ x ]

         Date of mailing or wire transfer of filing fees to the Commission's 
         lockbox depository:   11/26/96
- --------------------------------------------------------------------------------

                                  SIGNATURES

         This report has been signed below by the following persons on behalf 
         of the issuer and in the capacities and on the dates indicated.

         By (Signature and Title)* /s/ DANA R. SUTTON
                                  ---------------------------------------
                                  Dana R. Sutton, Vice President and 
                                  Assistant Treasurer
                                  ---------------------------------------

         Date    November 26, 1996
             -------------------------

                * Please print the name and title of the signing officer below 
                  the signature.





<PAGE>   3

                                EXHIBIT INDEX


          Exhibit 99.B10 -- Opinion of Counsel


<PAGE>   1


               [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]





                               November 21, 1996



AIM Equity Funds, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX  77046

       Re:    Rule 24f-2 Notice for AIM Blue Chip Fund,
              a Series Portfolio of AIM Equity Funds, Inc.  
              (Securities Act File No. 2-25469)

Gentlemen:

              We have acted as counsel to AIM Equity Funds, Inc. (the "Fund"),
a corporation organized under the laws of the State of Maryland and registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 as an open-end series management investment company.

              We have been informed that a registration statement on Form N-1A,
as amended (the "Registration Statement"), relating to an indefinite number of
shares of common stock of the Fund, par value $.001 per share (the "Shares"),
including Shares representing an interest in AIM Blue Chip Fund, a series
portfolio of the Fund (the "Portfolio"), has been filed with the Securities and
Exchange Commission under the Securities Act of 1933 (Securities Act File No.
2-25469).

              We further understand that, pursuant to the provisions of Rule
24f-2, the Fund is filing with the Securities and Exchange Commission a notice
(the "Notice") making definite the registration of such Shares representing an
interest in the Portfolio sold in reliance on Rule 24f-2 for the fiscal year of
the Portfolio ended September 30, 1996.  Specifically, we have been informed by
the Fund that a total of 1,683,439 Shares (representing interests in the
Portfolio) were issued from time to time during such fiscal year under
Prospectuses which were included as part of the Registration Statement or the
registration statement on Form N-1A of the corporate predecessor to the
Portfolio, Baird
<PAGE>   2
AIM Equity Funds, Inc.
November 21, 1996
Page 2



Blue Chip Fund, Inc. (Securities Act File No. 33-9500).  The Fund has requested
our opinion in connection with the filing of such Notice, for inclusion in such
filing.

              In connection with our giving this opinion, we have examined a
copy of the Charter of the Fund, as amended, and originals or copies, certified
or otherwise identified to our satisfaction, of such other documents, records
and other instruments as we have deemed necessary or advisable for purposes of
this opinion.  As to various questions of fact material to our opinion, we have
relied upon information provided by officers of the Fund.

              Based on the foregoing, we are of the opinion that the 1,683,439
Shares representing an interest in the Portfolio issued by the Fund during the
fiscal year of the Portfolio ended September 30, 1996 were, when issued for
payment as described in the Fund's Prospectuses referred to above, legally
issued, fully paid and non-assessable by the Fund.



                                           Very truly yours,


                                       /s/ Ballard Spahr Andrews & Ingersoll


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