FINANCIAL INDUSTRIAL FUND INC
N-30D, 1995-04-18
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SEMIANNUAL REPORT
February 28, 1995
INVESCO GROWTH FUND, INC.

A Smart Choice For Seeking Steady Growth

INVESCO FUNDS


<PAGE>


Market Overview                                                     March 1995
  Perversely, to the securities markets, strong economic growth can be viewed
as a negative,  a harbinger of  inflation.  Some  analysts are worried about the
figures for late 1994:  Gross  domestic  product  (GDP) rose 4.6% for the fourth
quarter.  That was the sixth  straight  quarter in which the GDP growth rate was
2.7% or better, and current indications are that growth will be as much as 3% in
the current quarter.  Corporate  earnings growth continued strong throughout the
fourth  quarter  for  industries  as diverse  as  airlines,  entertainment,  and
packaging.  And 1994 showed the biggest leap in  corporate  profits for at least
two decades.
  We are finally  seeing  signs that  economic  growth is slowing,  though.  For
instance,  hourly  wages and  hours  worked  remained  flat or  dropped  through
February.  These  factors work  together in relieving  pressure for increases in
wages  and  benefits  --  key  contributors  to  rising   inflation.   In  fact,
employer-paid health care costs actually decreased about 1% last year.
  Another encouraging sign, relative to inflation, is industrial production. The
output at U.S.  factories and mines grew at just 0.4% in January,  half the rate
of each of the two  preceding  months.  New  factory  orders  slowed  even more.
Finally, consumer confidence -- and spending plans -- are also lessening.
  There are still legitimate concerns regarding inflation.  The most widely used
index,  the CPI,  rose  0.3% in  January.  Moreover,  unemployment  surprisingly
dropped to 5.4% in February. As a consequence of these and other signs, the next
few months may bring additional modest increases in the Fed Funds rate.
  By  increasing  short-term  rates,  the Federal  Reserve is attempting a "soft
landing" -- that is, to moderate the current economic expansion before inflation
heats up. Over the past twelve months,  the Fed has raised short-term rates by a
total of 3.00%.  Particularly during the first half of 1994, the markets reacted
poorly to these  increases -- the Lehman  Government/Corporate  Bond Index had a
total return of negative  4.36% over the six months ended  6/30/94.  Bond prices
made up some of the lost ground during the latter half of 1994;  still,  for all
of 1994,  the Lehman Index dropped 3.53%.  Stocks took the initial  increases to
interest  rates poorly,  and the S&P 500 lost 3.35% over the first six months of
1994. But they rebounded, gaining 4.87% over the following six months.
  While inflation is not likely to approach the eight  percent-plus  levels seen
in the early  1980s,  it will  probably be higher than the 2.5% to 3% range seen
during recent years. The INVESCO economic forecast calls for steadily increasing
inflation.  We  anticipate  that  consumer  prices  will  rise  as  much as 4.0%
year-over-year  by the fourth  quarter of 1995;  that compares to an increase of
just 2.7% in 1993 and 2.8% in 1994.
  In 1994,  the  markets'  performance  reflected  concern  that  the Fed  would
overshoot  its goal,  bringing  growth  lower than the 2.5%  target -- or worse,
induce a recession. Now, however, investors appear to be gaining confidence that
interest rates are stabilizing. Investors should keep in mind that any inflation
surprises, or a spate of disappointing corporate earnings reports, could trigger
corrections.
  One final  factor to bear in mind is the  decline of the U.S.  dollar  against
major world currencies.  It works in favor of U.S. companies exporting goods and
services  -- but it also  encourages  the  Federal  Reserve  Board  to  increase
short-term interest rates.

Growth Fund
  The line graph on the next page illustrates the value of a $10,000  investment
in  INVESCO   Growth  Fund,   plus   reinvested   dividends   and  capital  gain
distributions,   for  the  ten-year  period  ended  2/28/95.  (Of  course,  past
performance is not a guarantee of future returns.)*
  The chart and other total return  figures cited  reflect the fund's  operating
expenses,  but the indices do not have expenses,  which would,  of course,  have
lowered their performance.
  For the six months ended  2/28/95,  INVESCO  Growth Fund had a total return of
negative 3.44%.  During the same period,  the Russell 2000 had a total return of
positive 0.55%, while the S&P 500 achieved a total return of positive 3.96%. (Of
course, past performance is not a guarantee of future results.)*

                                 Growth Fund
                       Average Annualized Total Return*

                                     12/31/94        2/28/95

                  1 Year               -8.80%         -8.12%

                  5 Years               9.22%         10.61%

                  10 Years             11.61%         10.78%

  Stock market moves in the past few months have been  rotational  -- one sector
swiftly succeeding another as market leader and laggard.  During the winter, the
former included  consumer staples,  utilities,  energy,  and technology.  Due to
concern  over  rising  inflation,   the  superior  earnings  growth  enjoyed  by
industrial and consumer cyclical stocks tended to be overlooked,  and the market
instead rewarded the more stable earnings records of consumer staples firms.
  During this period, Growth Fund was overweighted in capital goods and consumer
cyclicals,  and had taken cash and  equivalents up to 19% of net assets.  Hence,
the fund did not participate in the early winter rally enjoyed by the S&P 500 --
although in February,  when consumer cyclicals took the lead (and utilities with
consumer staples brought up the rear), we paced the broad market.
  Telefonos  de MexicoSA de CV Sponsored  ADR was one of our larger  holdings at
8/31/94, due to its strong earnings growth. The Mexican currency crisis punished
the bolsa across the board,  regardless  of strong  fundamentals,  and we closed
this position at a loss.
  Recent takeover activity has made consumer staples more attractive as a group.
Over the longer-term,  however, these industries have lost much of their pricing
power, and earnings growth may well decelerate.  Therefore this category has not
been over-weighted  relative to the market. Over the past few weeks, Growth Fund
has  selectively  increased  its focus on food and drug  companies.  Identifying
firms which we expect to have earnings  estimates  revised  upward,  we took new
positions in Philip Morris, Merck & Co, and Mylan Laboratories.
  Likewise,  we have  modestly  increased  our  attention to basic  materials --
purchasing  Union Camp  (paper & paper  products)  and  Barrick  Gold  (Canadian
exploration  & mining),  both  companies  with good  prospects for seeing growth
accelerate.  But again,  longer-term  prospects for this industry appear weaker,
due to the lateness of the current economic cycle.
  Instead,  we have  sought to position  the  portfolio  to benefit  from strong
earnings growth in U.S. manufacturing sectors. We have paid particular attention
to companies  which may enjoy  surging  export sales due to economic  recoveries
underway in Europe and the Far East.
  As a group, the underlying 1995 earnings  estimates for fund holdings are well
above the market  average  (18.9% versus 12.5% for the S&P 500).  And our stocks
are selling at a discount of 16.2% to the S&P 500 multiple.  Going  forward,  we
believe that this discount plus above  average  earnings  growth could result in
superior  performance  (although,   of  course,  future  performance  cannot  be
guaranteed).
  Technology stocks continue as the largest portfolio focus. During the last few
months,  we  purchased  Xerox Corp,  cisco  Systems,  LEGENT  Corp,  and Silicon
Graphics.  Due to  seasonal  factors,  we expect to take  profits in some stocks
while prices remain strong. But this sector retains its long-term  potential and
interest.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO Growth Fund to the value of a $10,000 investment
      in  the  S&P  500  and  Russell  2000  Indexes,   assuming  in  each  case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 2/28/95.

  We trimmed  consumer  cyclicals  during the period -- again,  we are at a late
stage in the current economic cycle, and we anticipate that earnings growth here
is at or near the  peak.  Additional  diversification  beyond  retail  firms was
provided  by  new  investments  in  Marriott  International,  and  Time  Warner.
Meanwhile,  we sold  Cifra SA de CV,  Price/Costco  Inc,  Singer Co NV, and Ford
Motor.
  Temporarily,   we  have  cut  back  on  manufacturing  and  automobile-related
industries.  Over the last six months, for instance,  we sold  Louisiana-Pacific
Corp, AlliedSignal Inc, Eaton Corp,  Federal-Mogul Corp, and Cummins Engine. The
capital  goods and  construction  industries  remain  important to our strategy,
though,  as we anticipate that selected  companies will enjoy  continued  strong
earnings  growth.  The  fund's  holdings  in Del Webb Corp were  increased,  and
positions opened in Tyco International Ltd and Deere & Co.

Graph:Growth Fund  Diversification  by Value of Net Assets  This graph  reflects
      the  allocation of the Growth  Fund's  portfolio by value of net assets in
      basic  materials,  capital  goods  and  construction,  consumer  cyclical,
      consumer staples, diversified, energy, finance, technology, transportation
      and services,  utilities and cash and equivalent securities as of 2/28/94,
      8/31/94, 11/30/95 and 2/28/95

  Two sectors in  particular  suffered  from the period's  higher  interest rate
trend --  finance  and  utilities.  Accordingly,  holdings  in these  industries
received  a serious  overhaul.  We sold Chase  Manhattan  and  Federal  National
Mortgage  Association.  Most utilities positions were closed during the past six
months.
  INVESCO Growth Fund has been managed by R. Dalton Sim since 1988. Mr. Sim
has been chief investment officer for the INVESCO funds for seven years; he
is chairman and president of INVESCO Trust Company. He has 28 years of
experience with prominent financial and investment companies: Putnam
Companies, Lazard Freres, Aetna Life & Casualty, Anchor Corporation, and
Price Waterhouse. Mr. Sim earned his MBA from Stanford University, and a B.
Comm. from the University of Toronto. Additionally, he is a CA, Canadian
Institute of Chartered Accountant.
  *Total   return   assumes   reinvestment   of   dividends   and  capital  gain
distributions. Past performance is not a guarantee of future results. Investment
return and  principal  value will vary so that,  when  redeemed,  an  investor's
shares  may be  worth  more  or  less  than  when  purchased.  The S&P 500 is an
unmanaged index of common stocks considered  representative of the broad market.
The Russell 2000 is an unmanaged index of small-to-medium-capitalization  common
stocks.  The  Lehman  Government/Corporate  Bond  Index  is an  unmanaged  index
considered representative of the broad bond market.


<PAGE>


INVESCO Growth Fund, Inc.
Ten Largest Common Stock Holdings*
February 28, 1995

Description                                                        Value
Viacom Inc Class B                                           $13,425,000
Xerox Corp                                                    11,087,500
Hewlett-Packard Co                                            10,925,000
Crescent Real Estate Equities                                 10,700,000
Philip Morris                                                 10,631,250
Sears Roebuck                                                 10,588,750
Texas Instruments                                             10,237,500
Travelers Inc                                                 10,107,500
Columbia/HCA Healthcare                                        9,723,125
Colgate-Palmolive Co                                           9,675,000
*The composition of holdings is subject to change.


<PAGE>


INVESCO Growth Fund, Inc.
Statement of Investment Securities
February 28, 1995
UNAUDITED
                                                   Shares or
                                                   Principal
Description                                           Amount             Value
COMMON STOCKS  81.54%
AUTOMOBILE RELATED  1.04%
Chrysler Corp                                        110,000        $4,785,000
                                                                   -----------
BANKING  2.51%
Citicorp                                             140,000         6,300,000
First Interstate Bancorp                              65,000         5,289,375
                                                                   -----------
                                                                    11,589,375
                                                                   -----------
BROADCASTING  4.57%
Gaylord Entertainment Class A                        290,700         7,630,875
Viacom Inc Class B*                                  300,000        13,425,000
                                                                   -----------
                                                                    21,055,875
                                                                   -----------
CABLE TELEVISION  1.11%
Tele-Communications Inc Class A*                     225,000         5,118,750
                                                                   -----------
CLEANING PRODUCTS  2.10%
Colgate-Palmolive Co                                 150,000         9,675,000
                                                                   -----------
COMPUTER RELATED  10.65%
Cisco Systems*                                       200,000         6,750,000
Compaq Computer*                                     113,700         3,922,650
Computer Associates International                    150,000         8,550,000
Hewlett-Packard Co                                    95,000        10,925,000
International Business Machines                      125,000         9,406,250
LEGENT Corp*                                         150,000         4,350,000
Silicon Graphics*                                    150,000         5,193,750
                                                                   -----------
                                                                    49,097,650
                                                                   -----------
COSMETICS & TOILETRIES  1.08%
Dial Corp                                            200,000         5,000,000
                                                                   -----------
DIVERSIFIED COMPANIES  4.01%
Philip Morris                                        175,000       $10,631,250
Tyco International Ltd                               150,000         7,818,750
                                                                   -----------
                                                                    18,450,000
                                                                   -----------
ELECTRONICS  4.62%
Intel Corp                                            70,000         5,582,500
Sensormatic Electronics                              193,700         5,496,237
Texas Instruments                                    130,000        10,237,500
                                                                   -----------
                                                                    21,316,237
                                                                   -----------
EXPLORATION & MINING  0.94%
Barrick Gold                                         200,000         4,350,000
                                                                   -----------
FINANCE RELATED  2.19%
Travelers Inc                                        260,000        10,107,500
                                                                   -----------
FOOD PRODUCTS & BEVERAGES  1.07%
Seagram Co                                           160,000         4,920,000
                                                                   -----------
HEALTH CARE RELATED  5.10%
Columbia/HCA Healthcare                              235,000         9,723,125
Humana Inc*                                          400,000         9,500,000
U S HealthCare                                       100,000         4,300,000
                                                                   -----------
                                                                    23,523,125
                                                                   -----------
HOTELS  0.44%
Marriott International                                65,100         2,018,100
                                                                   -----------
INSURANCE  1.10%
Mid Ocean Ltd*                                       200,000         5,075,000
                                                                   -----------
MACHINERY  5.40%
Cincinnati Milacron                                  200,000         4,200,000
Deere & Co                                            65,000         4,980,625
Ingersoll-Rand Co                                    200,000         6,375,000
Varity Corp*                                         255,600         9,329,400
                                                                   -----------
                                                                    24,885,025
                                                                   -----------
MEDICAL RELATED   4.20%
Allergan Inc                                         175,000         5,053,125
Amgen Inc*                                           140,000         9,660,000
Baxter International                                 150,000         4,668,750
                                                                   -----------
                                                                    19,381,875
                                                                   -----------
MEDICAL RELATED - DRUGS   2.84%
Merck & Co                                           125,000         5,296,875
Mylan Laboratories                                   250,000         7,812,500
                                                                   -----------
                                                                    13,109,375
                                                                   -----------
OFFICE EQUIPMENT  2.41%
Xerox Corp                                           100,000        11,087,500
                                                                   -----------
OIL & GAS RELATED  8.67%
Apache Corp                                          300,000         7,500,000
Coastal Corp                                         160,000         4,580,000
Phillips Petroleum                                   200,000         6,675,000
TOTAL SA Sponsored ADR
   Representing Ord B Shrs                           204,666         5,679,482
Unocal Corp                                          200,000         5,675,000
Vastar Resources                                     160,000         4,140,000
Yacimientos Petroliferos Fiscades
   SA Sponsored ADR Representing
   Class D Shrs                                      300,000        $5,700,000
                                                                   -----------
                                                                    39,949,482
                                                                   -----------
PAPER & PAPER PRODUCTS  0.75%
Union Camp                                            66,700         3,435,050
                                                                   -----------
PUBLISHING  1.26%
Time Warner                                          150,000         5,793,750
                                                                   -----------
REAL ESTATE RELATED  4.14%
Crescent Real Estate Equities                        400,000        10,700,000
Webb (Del) Corp                                      425,000         8,393,750
                                                                   -----------
                                                                    19,093,750
                                                                   -----------
RECREATION SERVICES  1.13%
Carnival Corp Class A                                220,000         5,225,000
                                                                   -----------
RETAIL  5.07%
AnnTaylor Stores*                                    100,000         3,300,000
Sears Roebuck                                        215,000        10,588,750
Wal-Mart Stores                                      400,000         9,500,000
                                                                   -----------
                                                                    23,388,750
                                                                   -----------
TELECOMMUNICATIONS  1.63%
LDDS Communications*                                 320,701         7,516,430
                                                                   -----------
TOYS & HOBBIES  0.58%
Mattel Inc                                           118,750         2,657,031
                                                                   -----------
TRANSPORTATION  0.93%
Southern Pacific Rail*                               240,000         4,290,000
                                                                   -----------
TOTAL COMMON STOCKS
   (Cost $339,467,724)                                             375,894,630
                                                                   -----------
SHORT-TERM  INVESTMENTS  18.46%
Commercial  Paper 18.30% 
FINANCE RELATED 18.30%
American Express Credit
   5.800%, 3/6/1995                              $18,805,000        18,805,000
Chevron Oil Finance
   5.830%, 3/1/1995                              $12,533,000        12,533,000
General Electric Capital Services
   5.850%, 3/3/1995                              $11,877,000        11,877,000
Household Finance
   5.850%, 3/1/1995                               $6,127,000         6,127,000
   5.800%, 3/1/1995                              $13,880,000        13,880,000
Sears Roebuck Acceptance
   5.900%, 3/8/1995                              $21,150,000        21,150,000
                                                                   -----------
TOTAL COMMERCIAL PAPER
   (Cost $84,372,000)                                               84,372,000
                                                                   -----------
Repurchase Agreements  0.16%
Repurchase Agreement with
   State  Street  Bank & Trust  Co
   dated  2/28/1995  due  3/1/1995
   at  5.500%, repurchased at 
   $750,115  (Collateralized  by 
   US Treasury Notes due 10/31/1996
   at 6.500%, value $783,294)
    (Cost $750,000)                                  $750,000         $750,000
                                                                   -----------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $85,122,000)                                               85,122,000
                                                                   -----------
TOTAL INVESTMENT
   SECURITIES AT VALUE  100.00%
   (Cost $424,589,724#)                                           $461,016,630
                                                                  ============

*Security is non-income producing.
#Also represents cost for income tax purposes.

See Notes to Financial Statements


<PAGE>


INVESCO Growth Fund, Inc.
Statement of Assets and Liabilities
February 28, 1995
UNAUDITED

ASSETS
Investment Securities at Value
   (Cost $424,589,724)                                      $461,016,630
Cash                                                              21,319
Receivables:
   Investment Securities Sold                                  7,842,050
   Fund Shares Sold                                            2,112,584
   Dividends and Interest                                        675,535
Prepaid Expenses and Other Assets                                 58,914
                                                            ------------
TOTAL ASSETS                                                 471,727,032
                                                            ------------
LIABILITIES
Payables:
   Distributions to Shareholders                                 124,510
   Investment Securities Purchased                            15,923,798
   Fund Shares Repurchased                                        91,308
Accrued Distribution Expenses                                    825,910
Accrued Expenses and Other Payables                               29,389
                                                            ------------
TOTAL LIABILITIES                                             16,994,915
                                                            ------------
Net Assets at Value                                         $454,732,117
                                                            ============
NET ASSETS
Paid-in Capital*                                            $414,289,163
Accumulated Undistributed
   Net Investment Income                                          58,054
Accumulated Undistributed Net Realized Gain
   on Investment Securities                                    3,957,994
Net Appreciation of Investment Securities                     36,426,906
                                                            ------------
Net Assets at Value                                         $454,732,117
                                                            ============
Net Asset Value, Offering and Redemption
   Price per Share                                                 $4.62
                                                                   =====

*The Fund has 200 million  authorized shares of common stock, par value of $0.01
per share, of which 98,488,472 shares were outstanding at February 28, 1995.

See Notes to Financial Statements


<PAGE>


INVESCO Growth Fund, Inc.
Statement of Operations
Six-Months Ended February 28, 1995
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                     $3,208,181
Interest                                                       1,522,681
                                                             -----------
   TOTAL INCOME                                                4,730,862
                                                             -----------
EXPENSES
Investment Advisory Fees                                       1,342,524
Distribution Expenses                                            570,859
Transfer Agent Fees                                              352,899
Administrative Fees                                               39,252
Custodian Fees and Expenses                                       17,588
Directors' Fees and Expenses                                      20,677
Professional Fees and Expenses                                    24,822
Registration Fees and Expenses                                    29,682
Reports to Shareholders                                           38,425
Other Expenses                                                     6,974
                                                             -----------
   TOTAL EXPENSES                                              2,443,702
                                                             -----------
NET INVESTMENT INCOME                                          2,287,160
                                                             -----------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                    10,090,689
Change in Net Depreciation of
   Investment Securities                                    (29,286,089)
                                                             -----------
NET LOSS ON INVESTMENT SECURITIES                           (19,195,400)
                                                             -----------
Net Decrease in Net Assets from Operations                 $(16,908,240)
                                                             ===========

See Notes to Financial Statements


<PAGE>


INVESCO Growth Fund, Inc.
Statement of Changes in Net Assets

                                                  Six-Months
                                                       Ended        Year Ended
                                                February 28          August 31
                                                       1995               1994
                                                  UNAUDITED

OPERATIONS
Net Investment Income                             $2,287,160        $2,326,577
Net Realized Gain on
   Investment Securities                          10,090,689        43,030,605
Change in Net Depreciation
   of Investment Securities                     (29,286,089)      (33,651,104)
                                               -------------     -------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM OPERATIONS                (16,908,240)        11,706,078
                                               -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (2,250,533)       (2,299,634)
Net Realized Gain on
   Investment Securities                        (44,862,077)       (4,543,653)
                                               -------------     -------------
TOTAL DISTRIBUTIONS                             (47,112,610)       (6,843,287)
                                               -------------     -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                     42,005,898       177,341,865
Reinvestment of Distributions                     41,965,780         6,075,869
                                               -------------     -------------
                                                  83,971,678       183,417,734
Amounts Paid for Repurchases
   of Shares                                    (53,629,567)     (183,826,443)
                                               -------------     -------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                   30,342,111         (408,709)
                                               -------------     -------------
Total Increase (Decrease) in
   Net Assets                                   (33,678,739)         4,454,082
NET ASSETS
Beginning of Period                              488,410,856       483,956,774
                                               -------------     -------------
End of Period (Including
   Accumulated Undistributed Net
   Investment Income of $58,054
   and $21,427, respectively)                   $454,732,117      $488,410,856
                                               =============     =============


<PAGE>


FUND SHARE TRANSACTIONS
Shares Sold                                        8,540,516        33,033,950
Shares Issued from Reinvestment
   of Distributions                                9,255,946         1,107,074
                                               -------------     -------------
                                                  17,796,462        34,141,024
Shares Repurchased                              (10,820,844)      (34,227,070)
                                               -------------     -------------
Net Increase (Decrease) in
   Fund Shares                                     6,975,618          (86,046)
                                               =============     =============

See Notes to Financial Statements


<PAGE>


INVESCO Growth Fund, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES.  The Fund, a Maryland corporation,  is
registered  under  the  Investment   Company  Act  of  1940  (the  "Act")  as  a
diversified,  open-end management investment company. The following is a summary
of  significant  accounting  policies  consistently  followed by the Fund in the
preparation  of  its  financial  statements.  A.  SECURITY  VALUATION  -  Equity
securities traded on national  securities  exchanges or in the  over-the-counter
market are valued at the last sale price in the market where such securities are
primarily traded.  If last sale prices are not available,  securities are valued
at the highest  closing bid price  obtained  from one or more  dealers  making a
market for such securities or by a pricing service  approved by the Fund's board
of directors. If market quotations or pricing service valuations are not readily
available,  securities  are valued at fair value as  determined in good faith by
the Fund's board of  directors.  Short-term  securities  are stated at amortized
cost (which  approximates  market  value) if maturity is 60 days or less,  or at
market value if maturity is greater  than 60 days.  B.  REPURCHASE  AGREEMENTS -
Repurchase  agreements  held  by the  Fund  are  fully  collateralized  by  U.S.
Government  securities  and such  collateral is in the  possession of the Fund's
custodian.  The collateral is evaluated daily to ensure its market value exceeds
the  current  market  value  of  the  repurchase  agreements  including  accrued
interest.  C. SECURITY  TRANSACTIONS  AND RELATED  INVESTMENT  INCOME - Security
transactions are accounted for on the trade date and dividend income is recorded
on the ex dividend  date.  Interest  income,  which may be  comprised  of stated
coupon rate,  market  discount and  original  issue  discount is recorded on the
accrual  basis.  Cost is determined  on the specific  identification  basis.  D.
FEDERAL  AND STATE  TAXES - The Fund has  complied  with the  provisions  of the
Internal  Revenue  Code  applicable  to  regulated   investment  companies  and,
accordingly,  has  made  or  intends  to  make  sufficent  distributions  of net
investment income and net realized capital gains, if any, to relieve it from all
federal and state income taxes and federal  excise taxes.  Dividends paid by the
Fund from net investment  income and  distributions  of net realized  short-term
capital gains are, for federal income tax purposes,  taxable as ordinary  income
to shareholders.  E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - Dividends and
distributions   to   shareholders   are   recorded   by  the   Fund  on  the  ex
dividend/distribution  date. The Fund distributes net realized capital gains, if
any,  to its  shareholders  at least  annually,  if not offset by  capital  loss
carryovers.  Income  distributions and capital gain distributions are determined
in  accordance  with  income tax  regulations  which may differ  from  generally
accepted accounting principles. These differences are primarily due to differing
treatments for nontaxable dividends, net operating losses, expiring capital loss
carry  forwards  and deferral of wash sales.  NOTE 2 -  INVESTMENT  ADVISORY AND
OTHER  AGREEMENTS.  INVESCO  Funds  Group,  Inc.  ("IFG")  serves as the  Fund's
investment  adviser.  As compensation for its services to the Fund, IFG receives
an  investment  advisory fee which is accrued daily at the  applicable  rate and
paid  monthly.  The fee is based on the  annual  rate of 0.60% on the first $350
million  of average  net  assets;  reduced to 0.55% of the next $350  million of
average net assets;  and 0.50% of average net assets in excess of $700  million.
In  accordance  with a  Sub-Advisory  Agreement  between IFG and  INVESCO  Trust
Company ("ITC"), a wholly owned subsidiary of IFG,  investment  decisions of the
Fund are made by ITC.  Fees for such  sub-advisory  services are paid by IFG. In
accordance with an Administrative  Agreement, the Fund pays IFG an annual fee of
$10,000,  plus an  additional  amount  computed  at an annual  rate of 0.015% of
average net assets to provide administrative,  accounting and clerical services.
The fee is accrued daily and paid monthly.  IFG receives a transfer agent fee at
an annual  rate of $14.00 per  shareholder  account,  or per  participant  in an
omnibus  account.  IFG may pay such fee for  participants in omnibus accounts to
affiliates  or third  parties.  The fee is paid  monthly at  one-twelfth  of the
annual fee and is based upon the actual  number of accounts in existence  during
each month.  A plan of  distribution  pursuant to Rule 12b-1 of the Act provides
for  reimbursement  of  marketing  and  advertising  expenditures  to  IFG  (the
"Distributor")  to a maximum of 0.25% of  average  annual  net  assets.  Amounts
accrued  by the Fund are  available  to  reimburse  the  Distributor  for actual
expenditures  incurred within a rolling  twelve-month period. For the six-months
ended   February  28,  1995,  the  Fund  paid  the   Distributor   $301,361  for
reimbursement of expenses  incurred.  NOTE 3 - PURCHASES AND SALES OF INVESTMENT
SECURITIES.  For the  six-months  ended February 28, 1995, the aggregate cost of
purchases and proceeds from sales of investment  securities  (excluding all U.S.
Government   securities  and  short-term   securities)  were   $178,572,632  and
$215,720,818,  respectively. There were no purchases or sales of U.S. Government
securities.  NOTE 4 - APPRECIATION AND  DEPRECIATION.  At February 28, 1995, the
gross  appreciation of securities in which there was an excess of value over tax
cost amounted to $44,094,127,  and the gross depreciation of securities in which
there was an excess of tax cost over value  amounted to $7,667,221  resulting in
net appreciation of $36,426,906. NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain
of the Fund's  officers and  directors are also officers and directors of IFG or
ITC. The Fund has adopted an unfunded  noncontributory  defined  benefit pension
plan covering all  independent  directors of the Fund who will have served as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of retirement.  Pension  expenses for the six-months ended February 28,
1995,  included in  Directors'  Fees and Expenses in the Statement of Operations
were $476.  Prepaid  pension costs of $23,846 and accrued  pension  liability of
$24,320 are included in prepaid expenses and accrued expenses,  respectively, in
the Statement of Assets and Liabilities.



<PAGE>


INVESCO Growth Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>

                                                  Six-Months
                                                    Ended
                                                 February 28                        Year Ended August 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE DATA
Net Asset Value-- Beginning of Period                  $5.34       $5.28       $4.72       $5.26       $4.37       $4.54
                                                      ------    ----------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.02        0.03        0.04        0.05        0.07        0.10
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                     (0.22)        0.11        1.00        0.05        1.28      (0.14)
                                                      ------    ----------------------------------------------
Total from Investment Operations                      (0.20)        0.14        1.04        0.10        1.35      (0.04)
                                                      ------    ----------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.02        0.03        0.04        0.05        0.08        0.11
Distributions from Capital Gains                        0.50        0.05        0.44        0.59        0.38        0.02
                                                      ------    ----------------------------------------------
Total Distributions                                     0.52        0.08        0.48        0.64        0.46        0.13
                                                      ------    ----------------------------------------------
Net Asset Value-- End of Period                        $4.62       $5.34       $5.28       $4.72       $5.26       $4.37
                                                      ======    ==============================================
TOTAL RETURN                                        (3.44%)*       2.52%      22.17%       2.04%      31.16%     (1.01%)

RATIOS
Net Assets-- End of Period ($000 Omitted)           $454,732    $488,411    $483,957    $408,218    $428,564    $339,927
Ratio of Expenses to Average Net Assets               0.53%*       1.03%       1.04%       1.04%       1.00%       0.78%
Ratio of Net Investment Income to
   Average Net Assets                                 0.50%*       0.47%       0.72%       0.93%       1.52%       2.17%
Portfolio Turnover Rate                                 44%*         63%         77%         77%         69%         86%
</TABLE>


*These  amounts are based on operations  for the period shown and,  accordingly,
are not representative of a full year.


<PAGE>


INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information.

Call toll-free:  1-800-525-8085

To reach PAL, your 24-hour Personal Account
Line, call: 1-800-525-8085

Or write to:
INVESCO Funds Group, Inc., Distributor
Post Office Box 173706
Denver, Colorado  80217-3706

This information must be preceded or accompanied by a current prospectus.




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