U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
INVESCO Growth Fund, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
2. Name of each series or class of funds for which this notice is
filed:
INVESCO Growth Fund, Inc.
3. Investment Company Act File Number: 811-352
Securities Act File Number: 2-11236
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
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):
Not Applicable
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares = 69,951,936 $369,133,105
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
Shares = 69,951,936 $369,133,105
11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on Rule 24f-2
(from Item 10): $ 369,133,105
--------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + N/A
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 289,488,892
--------------
(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: 79,644,213
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or regula-
tion (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line(v)
multipled by line (vi)]: $ 24,134.61
===============
<PAGE>
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
Information and Other Procedures (17 CFR 202.3a).
X
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
October 21, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
INVESCO Growth Fund, Inc
By: /s/ Dan J. Hesser
-----------------
Dan J. Hesser
President
Date: October 22, 1996
