INVESCO GROWTH FUND INC /CO/
N-30D, 1995-10-27
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ANNUAL REPORT


August 31, 1995



INVESCO
GROWTH
FUND,
INC.




A Smart Choice
For Seeking
Steady Capital Growth



INVESCO FUNDS



<PAGE>



Market Overview                                                   September 1995
     The U.S. economy may be close to achieving the "soft landing" analysts have
hoped for.
      Fearing the long-term, corrosive effects of inflation, the Federal Reserve
Board  actively  sought to slow the U.S.  economy  in 1994.  Over a period of 12
months, they doubled short-term interest rates.
      The plan may have  worked.  After  impressive  annualized  growth rates of
6.3%, 3.3%, 3.8%, 3.4%, and 5.1% in consecutive quarters, GDP advanced just 2.7%
during the first three months of 1995,  and was  estimated at 1.3% in the second
quarter. Now that they've reined in the galloping expansion, the Fed will act to
keep it at a sustainable  trot. In July,  they cut short-term  interest rates by
0.25%,  and further cuts may be made if additional  stimulus is required.  Given
the  advances  in the U.S.  equities  markets in the first  half of 1995,  we're
likely to see a period  when the  market  "digests"  its gains -- as  technology
stocks  did  in  mid-July,  for  instance.  However,  we  do  not  anticipate  a
significant setback in prices over the fourth quarter.

Growth Fund
      Growth  Fund had a total  return  of  12.05%  for the  fiscal  year  ended
8/31/95,  compared to a total return of 21.35% for the S&P 500 index in the same
period.  While  results for the full year were not equal to the index,  the fund
picked up momentum  in the last half of the fiscal  year.  From  1/1/95  through
8/31/95,  the fund climbed 18.92%,  compared to 24.45% for the S&P 500. And over
the months of June, July and August,  the fund was up a cumulative 8.00%,  while
the index was up only 6.06%.  (Of course,  past  performance  is no guarantee of
future results.)*

                                 Growth Fund
                       Avergage Annualize Total Return
                                as of 8/31/95*

                        1 year                  12.05%
                        -------------------------------
                        5 years                 13.44%
                        -------------------------------
                        10 years                12.28%
                        -------------------------------

      The  underperformance  of the fund  compared to the index over the last 12
months can be attributed  mainly to the fund's lower weighting in technology and
financial stocks. These two industry sectors led the market advances for much of
the period.  Fund  performance  also was influenced by  real-estate  and capital
goods investments that failed to produce results.  A large stake in Telefonos de
Mexico  SA, a Mexican  telephone  utilities  firm,  was sold  after the  Mexican
currency crisis in December.
      Going into the domestic market rally  beginning in December,  the fund was
constrained by a relatively  high level of cash and cash  equivalents.  The cash
position has since been reduced to under 10% as of 8/31/95.

                                 Growth Fund
                          Total Return Performance*

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 Index,  assuming in each case reinvestment of all dividends
      and capital gain distributions, for the ten year period ended 8/31/95.

      Just as technology  stocks  outperformed the broad market,  our technology
holdings  outperformed all other industry groups in the fund. We saw significant
increases  in value in IBM (one of our larger  positions),  Intel  Corp.,  Texas
Instruments,  cisco Systems,  and Ceridian Corp. As of 8/31/95, we had increased
the fund's technology position to 28%, up from 18% as of 2/28/95.



<PAGE>



      We are in the process of restructuring the portfolio to focus on stocks of
well-managed,  large-capitalization  companies  expected  to  show  consistently
higher earnings growth rates than the market in the next five years.  Our method
combines  "top-down"  analysis of economic factors with "bottom-up"  scrutiny of
individual  stocks  most  likely to  benefit,  given the  overview.  In choosing
stocks, a company's earnings outlook is the prime criterion.
      As long as the economy  continues on its present stable course,  we expect
to decrease our exposure to capital goods and basic materials. At the same time,
we anticipate  maintaining our commitment to technology,  health care,  consumer
staples, and pharmaceuticals.

Graph:Portfolio Diversification by Value

      This bar graph reflects the  allocation of the Growth Fund's  portfolio by
      value of net  assets in Basic  Materials,  Capital  Goods &  Construction,
      Consumer  Cyclical,   Consumer  Staples,   Energy,  Finance,   Technology,
      Transportation  &  Services,  Utilities,  and Cash &  Equivalents  for the
      periods ending 8/94, 2/95, and 8/95.

      Among recent stock selections are Coca-Cola Co. and McDonald's Corp., both
of which we believe  are in a  position  to  capitalize  on  expanding  overseas
markets.  We think  they are good buys now due to  exaggerated  fears of adverse
currency exchange rates.
      We also recently  purchased  shares of Safeway  Inc., a supermarket  chain
that we believe is well run and, like all of our growth favorites,  has a strong
and sustainable  competitive  position.  Another pick is Boeing Co., which could
get an earnings boost from its new,  cleaner and quieter 777 jet  airplanes.  We
like  Microsoft  Corp.  for its exposure to budding  markets and  commitment  to
reinvesting its strong cash flow into the business.
      Though we have already seen strong upward  movement in the equity  markets
this year, we believe  continuing  strength in the U.S.  economy will  translate
into sustained stock price advances.  Continuing the momentum established in the
first  half of 1995,  we  believe  we have  taken the steps to put the fund in a
strong position to benefit from positive market trends in the second half.

Fund Management
     The fund is co-managed by R. Dalton Sim,  chairman and president,  and vice
president  Douglas N. Pratt,  both of INVESCO Trust Company.  Dalton has managed
Growth  Fund since 1988 and has been chief  investment  officer  for the INVESCO
funds for seven years.  He has 28 years of experience  with prominent  financial
and  investment  companies:  Putnam  Companies,  Lazard  Freres,  Aetna  Life  &
Casualty, Anchor Corporation,  and Price Waterhouse.  Dalton earned his MBA from
Stanford  University and a B. Comm. from the University of Toronto.  He is a CA,
Canadian Institute of Chartered Accountants.
      Doug is a 10-year  veteran  of the  investment  business  and a  Chartered
Financial  Analyst.  He earned an MBA from  Columbia  University  and an AB from
Brown  University.  He was an equity analyst with Loomis,  Sayles & Company from
1987 to 1992,  when he joined INVESCO.  In addition to co-managing  Growth Fund,
Doug is the manager of INVESCO Strategic Financial Services Portfolio.

      *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 line graph on the  previous  page  illustrates  the value of a $10,000
investment in INVESCO Growth Fund,  plus  reinvested  dividends and capital gain
distributions,   for  the  10-year  period  ended  8/31/95.   (Of  course,  past
performance is no guarantee of future results.)
      The chart  and  other  total  return  figures  cited  reflect  the  fund's
operating  expenses,  but the index  does not have  expenses,  which  would,  of
course, have lowered its performance.



<PAGE>



INVESCO Growth Fund, Inc.
Ten Largest Common Stock Holdings
August 31, 1995

Description                                Value
- -------------------------------------------------
Wells Fargo                          $13,978,125
cisco Systems                         13,125,000
International Business Machines       12,921,875
Travelers Group                       12,480,000
Amgen Inc                             12,447,500
Micron Technology                     12,300,000
Intel Corp                            12,275,000
Viacom Inc Class B                    12,156,250
Union Pacific                         11,790,000
Coca-Cola Co                          11,243,750

Composition of holdings is subject to change.



<PAGE>



INVESCO Growth Fund, Inc.
Statement of Investment Securities
August 31, 1995

                                             Shares or
                                             Principal
Description                                     Amount              Value
- ---------------------------------------------------------------------------
COMMON STOCKS   96.63%
AEROSPACE & DEFENSE   3.31%
Boeing Co                                      115,000         $7,331,250
Lockheed Martin                                150,000          9,131,250
                                                             ------------
                                                               16,462,500
                                                             ------------
BANKING   2.81%
Wells Fargo                                     75,000         13,978,125
                                                             ------------
BIOTECHNOLOGY   2.50%
Amgen Inc*                                     260,000         12,447,500
                                                             ------------
BROADCASTING   3.54%
Tele-Communications International
   Class A*                                    350,000          5,468,750
Viacom Inc Class B*                            250,000         12,156,250
                                                             ------------
                                                               17,625,000
                                                             ------------
BUILDING & CONSTRUCTION
   RELATED   0.43%
Webb (Del) Corp                                114,500          2,132,562
                                                             ------------
CLEANING PRODUCTS   2.05%
Colgate-Palmolive Co                           150,000         10,200,000
                                                             ------------
COMPUTER RELATED   16.45%
Autodesk Inc                                   200,000          9,225,000
Ceridian Corp*                                 150,000          6,562,500
cisco Systems*                                 200,000         13,125,000
Computer Associates International               85,000          5,907,500
Hewlett-Packard Co                             140,000         11,200,000
International Business Machines                125,000         12,921,875
Microsoft Corp*                                100,000          9,250,000
Oracle Systems*                                200,000          8,025,000
Sterling Software*                             125,000          5,578,125
                                                             ------------
                                                               81,795,000
                                                             ------------
COSMETICS & TOILETRIES   0.97%
Dial Corp                                      200,000          4,800,000
                                                             ------------
DIVERSIFIED COMPANIES   1.78%
Tyco International Ltd                         150,000          8,868,750
                                                             ------------
FOOD PRODUCTS & BEVERAGES   3.45%
Coca-Cola Co                                   175,000         11,243,750
Seagram Co Ltd                                 160,000          5,920,000
                                                             ------------
                                                               17,163,750
                                                             ------------



<PAGE>



HEALTH CARE RELATED   3.35%
Caremark International                         270,000          5,602,500
Columbia/HCA Healthcare                        235,000         11,045,000
                                                             ------------
                                                               16,647,500
                                                             ------------
HOTELS   1.07%
Marriott International                         150,000          5,325,000
                                                             ------------
INSURANCE   3.61%
Mid Ocean Ltd                                  160,000          5,480,000
Travelers Group                                260,000         12,480,000
                                                             ------------
                                                               17,960,00
                                                             ------------
MACHINERY   4.06%
Ingersoll-Rand Co                              250,000          9,468,750
Varity Corp*                                   236,100         10,742,550
                                                             ------------
                                                               20,211,300
                                                             ------------
MEDICAL RELATED   1.89%
Guidant Corp                                   325,000          8,206,250
St Jude Medical*                                20,000          1,192,500
                                                             ------------
                                                                9,398,750
                                                             ------------
MEDICAL RELATED -- DRUGS   4.26%
Merck & Co                                     125,000          6,234,375
Mylan Laboratories                             375,000          8,578,125
Upjohn Co                                      150,000          6,356,250
                                                             ------------
                                                               21,168,750
                                                             ------------
OFFICE EQUIPMENT   2.18%
Xerox Corp                                      90,000         10,867,500
                                                             ------------
OIL & GAS RELATED   11.71%
Apache Corp                                    300,000          8,737,500
Noble Affiliates                               200,000          5,525,000
Petroleum Geo-Services A/S
   Sponsored ADR*                              335,000          8,584,375
Phillips Petroleum                             300,000          9,862,500
Schlumberger Ltd                               100,000          6,450,000
Tidewater Inc                                  200,000          4,950,000
TOTAL SA Sponsored ADR
   Representing Ord B Shrs                     204,666          6,088,814
Unocal Corp                                    191,000          5,562,875
Vastar Resources                                80,000          2,500,000
                                                             ------------
                                                               58,261,064
                                                             ------------
PAPER & PAPER PRODUCTS   1.14%
Union Camp                                     100,000          5,687,500
                                                             ------------
PUBLISHING   0.64%
Time Warner                                     75,000        $ 3,159,375
                                                             ------------
REAL ESTATE RELATED   0.33%
Crescent Real Estate Equities                   53,500          1,651,813
                                                             ------------



<PAGE>



RECREATION PRODUCTS
   & SERVICES   2.69%
Circus Circus Enterprises*                     150,000          4,912,500
Gaylord Entertainment Class A                  305,235          8,470,271
                                                             ------------
                                                               13,382,771
                                                             ------------
RETAIL   6.39%
McDonald's Corp                                275,000         10,037,500
Safeway Inc*                                   250,000          9,843,750
Sears Roebuck & Co                             215,000          6,960,625
Wal-Mart Stores                                200,000          4,925,000
                                                             ------------
                                                               31,766,875
                                                             ------------
SEMICONDUCTOR EQUIPMENT   8.18%
Intel Corp                                     200,000         12,275,000
Micron Technology                              160,000         12,300,000
Motorola Inc                                    75,000          5,606,250
Texas Instruments                              140,000         10,482,500
                                                             ------------
                                                               40,663,750
                                                             ------------
TELECOMMUNICATIONS   1.06%
DSC Communications*                            100,000          5,250,000
                                                             ------------
TOBACCO   2.25%
Philip Morris                                  150,000         11,193,750
                                                             ------------
TRANSPORTATION   4.53%
Federal Express*                               150,000         10,762,500
Union Pacific                                  180,000         11,790,000
                                                             ------------
                                                               22,552,500
                                                             ------------
TOTAL COMMON STOCKS
   (Cost $404,137,921)                                        480,621,385
                                                             ------------
SHORT-TERM INVESTMENTS --
   COMMERCIAL PAPER   3.37%
FINANCE RELATED   3.37%
Associates Corp of North America
   5.840%, 9/1/1995
   (Cost $16,740,000)                      $16,740,000         16,740,000
                                                             ------------
TOTAL INVESTMENT
   SECURITIES AT VALUE   100.00%
   (Cost $420,877,921#)                                     $ 497,361,385
                                                            =============
*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
August 31, 1995

ASSETS
Investment Securities at Value
   (Cost $420,877,921)                                       $497,361,385
Cash                                                               20,844
Receivables:
   Investment Securities Sold                                   3,607,993
   Fund Shares Sold                                             1,541,247
   Dividends and Interest                                         665,947
Prepaid Expenses and Other Assets                                  64,183
                                                             ------------
TOTAL ASSETS                                                  503,261,599
                                                             ------------
LIABILITIES
Payables:
   Distributions to Shareholders                                  169,590
   Investment Securities Purchased                                287,500
   Fund Shares Repurchased                                        338,196
Accrued Distribution Expenses                                   1,147,357
Accrued Expenses and Other Payables                                33,653
                                                             ------------
TOTAL LIABILITIES                                               1,976,296
                                                             ------------
Net Assets at Value                                          $501,285,303
                                                             ============
NET ASSETS
Paid-in Capital*                                             $392,187,942
Accumulated Overdistributed
   Net Investment Income                                         (27,877)
Accumulated Undistributed Net Realized
   Gain on Investment Securities                               32,641,774
Net Appreciation of Investment Securities                      76,483,464
                                                             ------------
Net Assets at Value                                          $501,285,303
                                                             ============
Net Asset Value, Offering and Redemption
   Price per Share                                                  $5.33
                                                                    =====

*  The Fund has 200  million  authorized  shares of common  stock,  par value of
   $0.01 per share, of which 93,991,658 were outstanding at August 31, 1995.

See Notes to Financial Statements




<PAGE>



INVESCO Growth Fund, Inc.
Statement of Operations
Year Ended August 31, 1995

INVESTMENT INCOME
INCOME
Dividends                                                      $6,839,962
Interest                                                        3,223,036
   Foreign Taxes Withheld                                        (34,221)
                                                             ------------
   TOTAL INCOME                                                10,028,777
                                                             ------------
EXPENSES
Investment Advisory Fees                                        2,757,404
Distribution Expenses                                           1,173,887
Transfer Agent Fees                                               681,911
Administrative Fees                                                80,433
Custodian Fees and Expenses                                        31,725
Directors' Fees and Expenses                                       38,127
Professional Fees and Expenses                                     49,998
Registration Fees and Expenses                                     56,517
Reports to Shareholders                                           107,077
Other Expenses                                                     14,874
                                                             ------------
   TOTAL EXPENSES                                               4,991,953
                                                             ------------
NET INVESTMENT INCOME                                           5,036,824
                                                             ------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                     38,774,461
Change in Net Appreciation
   of Investment Securities                                    10,770,469
                                                             ------------
NET GAIN ON INVESTMENT SECURITIES                              49,544,930
                                                             ------------
Net Increase in Net Assets from Operations                    $54,581,754
                                                              ===========
See Notes to Financial Statements



<PAGE>



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

                                                     Year Ended August 31
                                      -----------------------------------
                                               1995                  1994

OPERATIONS
Net Investment Income                  $  5,036,824          $  2,326,577
Net Realized Gain on
   Investment Securities                 38,774,461            43,030,605
Change in Net Appreciation
   (Depreciation) of Investment
   Securities                            10,770,469          (33,651,104)
                                      -----------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                       54,581,754            11,706,078
                                      -----------------------------------
DISTRIBUTIONS TO
   SHAREHOLDERS
Net Investment Income                   (5,058,251)           (2,299,634)
In Excess of Net Investment
   Income                                  (27,877)                     0
Net Realized Gain on
   Investment Securities               (44,862,069)           (4,543,653)
                                      -----------------------------------
TOTAL DISTRIBUTIONS                    (49,948,197)           (6,843,287)
                                      -----------------------------------
FUND SHARE
   TRANSACTIONS
Proceeds from Sales of Shares           116,103,132           177,341,865
Reinvestment of Distributions            44,471,512             6,075,869
                                      -----------------------------------
                                        160,574,644           183,417,734
Amounts Paid for Repurchases
   of Shares                          (152,333,754)         (183,826,443)
                                      -----------------------------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM FUND
   SHARE TRANSACTIONS                     8,240,890             (408,709)
                                      -----------------------------------
Total Increase in Net Assets             12,874,447             4,454,082
NET ASSETS
Beginning of Period                     488,410,856           483,956,774
                                      -----------------------------------
End of Period (Including
   Accumulated Undistributed
   (Overdistributed) Net Investment
   Income of ($27,877) and $21,427,
   respectively)                       $501,285,303         $ 488,410,856
                                       ==================================
FUND SHARE
   TRANSACTIONS
Shares Sold                              23,465,171            33,033,950
Shares Issued from Reinvestment
   of Distributions                       9,743,145             1,107,074
                                      -----------------------------------
                                         33,208,316            34,141,024
Shares Repurchased                     (30,729,512)          (34,227,070)
                                      -----------------------------------
Net Increase (Decrease)
   in Fund Shares                         2,478,804              (86,046)
                                      ===================================

See Notes to Financial Statements


<PAGE>



INVESCO Growth Fund, Inc.
Notes to Financial Statements
     NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Growth
Fund,  Inc.  (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.
     Foreign  securities are valued at the closing price on the principal  stock
exchange  on which they are  traded.  In the event that  closing  prices are not
available  for foreign  securities,  prices will be obtained  from the principal
stock exchange at or prior to the close of the New York Stock Exchange.  Foreign
currency  exchange rates are determined daily prior to the close of the New York
Stock  Exchange.
     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 at the time of  purchase,  or at
market value if maturity is greater than 60 days.
B. 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.  Certain dividends from foreign securities will be recorded as
   soon as the Fund is informed of 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.
      The Fund may have  elements  of risk due to  concentrated  investments  in
   foreign  issuers  located  in a specific  country.  Such  concentrations  may
   subject the Fund to  additional  risks  resulting  from future  political  or
   economic   conditions   and/or   possible   impositions  of  adverse  foreign
   governmental laws on currency exchange restrictions.
C. FEDERAL AND STATE TAXES -- The Fund has complied and continues to comply with
   the  provisions  of  the  Internal   Revenue  Code  applicable  to  regulated
   investment companies and, accordingly, has made or intends to make sufficient
   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.   Of  the  ordinary  income
   distributions  declared for the year ended August 31, 1995, 100.00% qualified
   for the  dividends  received  deduction  available  to the  Fund's  corporate
   shareholders.
      Investment  income received from foreign sources may be subject to foreign
   withholding  taxes.  Dividend and  interest  income is shown gross of foreign
   withholding taxes in the accompanying financial statements.
     D.  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  foreign  currency  transactions,   nontaxable  dividends,   net
operating  losses,  and expiring  capital loss  carryforwards.  As of August 31,
1995, there were no such differences.


<PAGE>



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%
on 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 year ended
August 31, 1995, the Fund paid the  Distributor  $582,942 for  reimbursement  of
expenses incurred.  NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For
the year ended August 31, 1995,  the  aggregate  cost of purchases  and proceeds
from sales of investment  securities  (excluding all U.S. Government  securities
and short-term securities) were $462,942,405 and $464,104,166, respectively.
   There were no purchases  or sales of U.S.  Government  securities.  NOTE 4 --
APPRECIATION  AND  DEPRECIATION.  At August 31, 1995, the gross  appreciation of
securities  in which  there  was an excess of value  over tax cost  amounted  to
$79,338,337  and the gross  depreciation  of  securities  in which  there was an
excess  of  tax  cost  over  value  amounted  to  $2,854,873  resulting  in  net
appreciation of $76,483,464. 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 year ended August 31, 1995,
included in Directors'  Fees and Expenses in the  Statement of  Operations  were
$10,429.  Unfunded  accrued  pension  costs of $16,735 and pension  liability of
$27,164 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>

                                                                                    Year Ended August 31
                                                  ----------   ---------- ----------  ----------  ----------
                                                        1995         1994       1993        1992        1991

PER SHARE DATA
<S>                                                <C>          <C>        <C>         <C>         <C>     
Net Asset Value-- Beginning of Period                 $ 5.34        $5.28      $4.72       $5.26       $4.37
                                                  ----------   ---------- ----------  ----------  ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.05         0.03       0.04        0.05        0.07
Net Gains on Securities
   (Both Realized and Unrealized)                       0.49         0.11       1.00        0.05        1.28
                                                  ----------   ---------- ----------  ----------  ----------
Total from Investment Operations                        0.54         0.14       1.04        0.10        1.35
                                                  ----------   ---------- ----------  ----------  ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                   0.05         0.03       0.04        0.05        0.08
Distributions from Capital Gains                        0.50         0.05       0.44        0.59        0.38
                                                  ----------   ---------- ----------  ----------  ----------
Total Distributions                                     0.55         0.08       0.48        0.64        0.46
                                                  ----------   ---------- ----------  ----------  ----------
Net Asset Value-- End of Period                        $5.33        $5.34     $ 5.28       $4.72       $5.26
                                                  ==========   ========== ==========  ==========  ==========

TOTAL RETURN                                          12.05%        2.52%     22.17%       2.04%      31.16%

RATIOS
Net Assets-- End of Period ($000 Omitted)           $501,285     $488,411   $483,957    $408,218    $428,564
Ratio of Expenses to Average Net Assets                1.06%        1.03%      1.04%       1.04%       1.00%
Ratio of Net Investment Income to
   Average Net Assets                                  1.07%        0.47%      0.72%       0.93%       1.52%
Portfolio Turnover Rate                                 111%          63%        77%         77%         69%
<FN>
+  Distributions  in excess of net  investment  income for the year ended August
   31, 1995, aggregated less than $0.01 on a per share basis.
</FN>
</TABLE>

<PAGE>



Report of Independent Accountants

To the Board of Directors and Shareholders of
INVESCO Growth Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the  financial  position of INVESCO  Growth Fund,  Inc.(the
"Fund") at August 31,  1995,  the  results of its  operations  for the year then
ended,  the  changes  in its net  assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended, in conformity with generally accepted accounting  principles.  These
financial  statements  and  financial  highlights   (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 August
31, 1995 by correspondence with the custodian and the application of alternative
auditing  procedures for unsettled security  transactions,  provide a reasonable
basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Denver, Colorado
October 2, 1995



<PAGE>



                                        FAMILY OF FUNDS

                                                                       Newspaper
Fund Name                          Fund Code       Ticker Symbol    Abbreviation
- --------------------------------------------------------------------------------
International
Latin American Growth                 34               IVSLX           LatinAmGr
European Small Company                37                 *                 *
European                              56               FEURX             Europ
Pacific Basin                         54               FPBSX             PcBas
International Growth                  49               FSIGX            IntlGr
- --------------------------------------------------------------------------------
Sector
Energy                                50               FSTEX             Enrgy
Environmental Services                59               FSEVX            Envirn
Financial Services                    57               FSFSX            FinSvc
Gold                                  51               FGLDX             Gold
Health Sciences                       52               FHLSX            HlthSc
Leisure                               53               FLISX            Leisur
Technology                            55               FTCHX             Tech
Worldwide Capital Goods               38               ISWGX            WldCap
Worldwide Communications              39               ISWCX            WldCom
- --------------------------------------------------------------------------------
Growth, Value
Emerging Growth                       60               FIEGX            Emgrth
Value Equity                          46               FSEQX             ValEq
Small Company                         74               IDSCX            DivSmCo
Dynamics                              20               FIDYX             Dynm
Growth                                10               FLRFX             Grwth
- --------------------------------------------------------------------------------
Equity-Income
Industrial Income                     15               FIIIX            IndInc
Utilities                             58               FSTUX             Util
- --------------------------------------------------------------------------------
Balanced/Multiple-Asset
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
- --------------------------------------------------------------------------------
Bond
High Yield                            31               FHYPX             HiYld
Select Income                         30               FBDSX            SelInc
U.S. Government Securities            32               FBDGX             USGvt
Intermediate Government Bond          47               FIGBX            IntGov
Short-Term Bond                       33               INIBX            ShTrBd
- --------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Long-Term Bond               35               FTIFX             TxFre
Tax-Free Intermediate Bond            36                 *                 *
- --------------------------------------------------------------------------------
Money Market
Tax-Free Money Fund                   40               FFRXX              N/A
Cash Reserves                         25               FDSXX              N/A
U.S. Government Money Fund            44               FUGXX              N/A

*  This fund does not meet size  requirements  to be assigned a ticker symbol in
   newspaper listings.

For more information about any of the INVESCO Funds,  including  management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.



<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(r), your 24-hour Personal Account
Line, call:  1-800-424-8085

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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