INVESCO GROWTH FUND INC /CO/
N-30D, 1996-04-26
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SEMIANNUAL
REPORT


February 29, 1996


INVESCO
GROWTH
FUND,
INC.


A Smart Choice
For Seeking
Steady Capital Growth


INVESCO FUNDS


<PAGE>



Economic Overview                                                     March 1996
     1995 will long stand out as a banner year for U.S.  investors.  The S&P 500
achieved a total  return of 37.44% for the 12 months  ended  12/31/95;  only the
fourth time in fifteen years the broad market  returned  over 25%.  Fixed-income
markets followed suit, with the Lehman  Government/Corporate  Bond Index gaining
19.24%.(1)
      These spectacular results were influenced by a number of positive economic
factors.  Inflation was low at a mere 2.8%, unemployment was down, and growth in
Gross Domestic Product slowed to apparently sustainable levels. In addition, the
Federal Reserve Board appeared to take a pro-growth stand,  easing rates by .50%
during the second half of 1995.
      In 1996,  however, a repeat performance  appears unlikely.  During January
and  February,  the  stock and bond  markets  whipsawed  in the wake of  stalled
federal  budget  negotiations.  For the first two months of 1996,  the Dow Jones
Industrial  Average  advanced  7.60%.  However,  in  response to  political  and
economic  uncertainty,  it had swung up and down more than 50 points 24 times by
the end of February, versus 29 times for all of 1995.(1)
      Bond  markets  also   reflected   the  general   political   and  economic
uncertainty.  The Lehman Corporate/Government Bond Index showed a negative 2.12%
return in February, despite a further interest-rate reduction of .25% on January
31.
      It seems likely that,  over the  short-term,  the securities  markets will
continue to provide roller-coaster  returns.  However, while a budget settlement
in Washington remains  uncertain,  it is expected that the Federal Reserve Board
will continue to gradually ease short-term  interest rates during the year. As a
result, we anticipate a slow growth trend for the economy,  as well as the stock
and bond markets, during the remainder of 1996.


/s/ R. Dalton Sim
- --------------------
R. Dalton Sim
Chairman and President
INVESCO Trust Company



<PAGE>



Growth Fund
                                 Growth Fund
                       Average Annualized Total Return
                               as of 2/29/96(2)

                           1 year                       31.95%
                           -----------------------------------
                           5 years                      13.01%
                           -----------------------------------
                           10 years                     11.19%
                           -----------------------------------

      INVESCO  Growth Fund  achieved a total return of 13.71% for the  six-month
period ended  2/29/96,(2)  below the 15.26% returned by the S&P 500 broad market
index for the same period.  However,  the fund  significantly  outperformed  its
peers as measured by the Lipper  Growth Fund Index,  which had a total return of
9.27% for the six months measured.(1)
      The following line graph illustrates the growth of the S&P 500 compared to
the value of a $10,000  investment  in  INVESCO  Growth  Fund,  plus  reinvested
dividends and capital gain  distributions,  for the ten years ended  2/29/96.(2)
The chart and other total  return  figures  cited  reflect the fund's  operating
expenses.  However,  the index does not have expenses,  which would,  of course,
have lowered its performance.

Graph:      Growth Fund
            Total Return Performance (2)

      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  Lipper  Growth  Fund  Indexes,  assuming  in each case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 2/29/96.

Strategic Overview
      In recent months, growth funds in general have underperformed the S&P 500,
largely due to the effect of unusually  strong  performance from cyclical issues
on the broad  market.  However,  as  mentioned  above,  INVESCO  Growth Fund has
exceeded the average for growth funds over the six months measured.(2)
      The fund's strong relative performance can be attributed to a recent focus
on  growth-oriented,  larger-capitalization  stocks.  While some are not classic
"growth" companies,  names such as Sears Roebuck & Co and Boeing Co do offer the
potential for above-market  returns.  Others,  such as PepsiCo Inc and Coca-Cola
Co, serve the fund by providing large-cap, classic growth opportunities.
      In choosing equities for the fund, we attempt to identify  companies whose
revenue  prospects are not dependent on overall  economic cycles.  Moreover,  if
their stocks are priced below their  inherent  value,  if the companies have cut
costs or  restructured,  or if there is pent-up  demand for goods and  services,
they are likely candidates for investment.


<PAGE>



Graph:      Fund Diversification by Value(3)

      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 Net Cash & Short Term for the
      periods ending 2/95, 8/95, and 2/96.

      Retail. A restructuring that included shedding non-core subsidiaries, such
as Dean Witter Discover,  Allstate  Insurance and Caldwell  Banker,  has allowed
Sears to focus on making its fundamental  retail business  profitable.  However,
the  slow  retail  environment  depressed  the  company's  stock  value up until
mid-1995,  resulting in the type of large-cap,  low-cost,  growth-oriented stock
which Growth Fund seeks.  And with recent retail upswings in response to pent-up
consumer  demand,  Sears  returned  more  than 40% to the fund over the past six
months.
      Air Transportation.  Aging fleets worldwide, strict noise regulations, and
more intense scrutiny of safety records have increased pressure to retire fleets
and  bring on new  aircraft.  This more  constant  level of  demand  means  that
traditionally  cyclical  aircraft  producers  such as Boeing now provide  strong
growth opportunities regardless of the economic cycle.
      Corporate Outsourcing.  As virtually every industry focuses on downsizing,
a trend  has  developed  toward  "outsourcing"  projects  as an  alternative  to
maintaining  costly internal  divisions.  During periods of economic  slowing we
expect that this trend will strengthen,  responding to greater  cost-cutting and
increasing  need for  these  services.  Companies  such as  Computer  Associates
International and General Motors Class E (formerly EDS) have capitalized on this
demand, providing strong returns for the fund in recent months.

Sector Analysis
      In addition to locating growth  opportunities  in industries with changing
fundamentals,  we have  capitalized on the explosive growth occurring in various
sectors.  Drug  companies  such as Pharmacia  and Upjohn Inc have met the fund's
criteria and provided  superior returns,  both from their fundamental  strengths
and renewed momentum within the Health Care sector. Similarly, Sterling Software
provided  exceptional  opportunity in Technology,  as did  BankAmerica  Corp and
Wells Fargo in Finance.

Looking Forward
      In the face of a projected economic slowing,  large capitalization  stocks
can  often  provide  a  substantial  base  for  withstanding   potential  market
downturns.  We  continue  to focus  our  selection  on  long-established,  large
companies with unique  opportunities for growth despite the market cycle. And as
we  move  through   1996,   we  believe  that  this   strategy   will  leave  us
well-positioned to withstand the uncertain market environment.



<PAGE>



Fund Management
     INVESCO  Growth Fund is managed by INVESCO  Trust  Company  vice  president
Douglas N. Pratt. Mr. Pratt 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.  Prior to joining  INVESCO,  he was an equity analyst
with Loomis, Sayles & Company. In addition to managing Growth Fund, Mr. Pratt is
manager of INVESCO Strategic Financial Services Portfolio.

(1) The  S&P  500  and  Dow  Jones  Industrial  Average  are  unmanaged  indexes
considered representative of the performance of the broad U.S. stock market. The
Lehman  Government/Corporate  Index is an unmanaged index illustrating the broad
fixed-income  market.  The  Lipper  Growth  Fund  Index  is an  unmanaged  index
representative of Growth Funds measured by Lipper Analytical Services, Inc.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions for the periods  indicated.  Investment return and principal value
will fluctuate so that, when redeemed, an investor's shares may be worth more or
less than when  purchased.  Of course,  past  performance  is not a guarantee of
future results.

(3) Holdings are subject to change.



<PAGE>



INVESCO Fund Codes
      These  two-digit  codes  appear after your  account  number on  Investment
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.
     Money Market Funds
     44 U.S. Government Money Fund 
     25 Cash Reserves 
     40 Tax-Free Money Fund 
     Tax-Exempt Funds
     36 Tax-Free Intermediate Bond 
     35 Tax-Free Long-Term Bond
     Income Funds 
     33 Short-Term Bond 
     32 U.S. Government Securities 
     47 Intermediate Government Bond 
     30 Select Income 
     31 High Yield  
     Multiple Asset Funds 
     71 Balanced 
     70 Multi-Asset Allocation 
     48 Total Return 
     Equity-Income Funds 
     15 Industrial Income 
     58 Utilities
     Growth Funds 
     10 Growth 
     20 Dynamics 
     74 Small Company 
     60 Emerging Growth 
     46 Value Equity 
     Sector Funds 
     50 Energy 
     59 Environmental Services 
     57 Financial Services 
     51 Gold 
     52 Health Sciences 
     53 Leisure 
     55 Technology 
     38 Worldwide Capital Goods 
     39 Worldwide Communications 
     International Funds 
     49 International Growth 
     56 European
     37 European Small Company 
     34 Latin American Growth 
     41 Asian Growth 
     54 Pacific Basin
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 Growth Fund, Inc.
Ten Largest Common Stock Holdings
February 29, 1996

Description                                                        Value
- ------------------------------------------------------------------------
Columbia/HCA Healthcare                                      $20,531,250
Boeing Co                                                     20,281,250
International Business Machines                               20,233,125
Sterling Software                                             19,987,500
Tektronix Inc                                                 19,965,000
BankAmerica Corp                                              19,950,000
Digital Equipment                                             19,800,000
Wells Fargo                                                   19,730,000
Intel Corp                                                    19,114,063
Kroger Co                                                     18,562,500

Composition of holdings is subject to change.



<PAGE>



INVESCO Growth Fund, Inc.
Statement of Investment Securities
February 29, 1996
UNAUDITED


                                    Shares or
                                    Principal
Description                                           Amount             Value
                                                                 -------------
COMMON STOCKS 99.44%
AEROSPACE & DEFENSE 6.31%
Boeing Co                                            250,000       $20,281,250
Lockheed Martin                                      200,000        15,250,000
                                                                 -------------
                                                                    35,531,250
                                                                 -------------
BANKING 8.97%
BankAmerica Corp                                     280,000        19,950,000
First Chicago NBD                                    250,000        10,843,750
Wells Fargo                                           80,000        19,730,000
                                                                 -------------
                                                                    50,523,750
                                                                 -------------
CHEMICALS 2.37%
Potash Corp Saskatchewan                             180,000        13,365,000
                                                                 -------------
COMPUTER RELATED 15.12%
Computer Associates International                    200,000        13,750,000
Digital Equipment*                                   275,000        19,800,000
General Motors Class E                               200,000        11,425,000
International Business Machines                      165,000        20,233,125
Sterling Software*                                   300,000        19,987,500
                                                                 -------------
                                                                    85,195,625
                                                                 -------------
ELECTRONICS 6.64%
Nokia Corp Sponsored ADR
   Representing Ord A Shrs                           500,000        17,437,500
Tektronix Inc                                        440,000        19,965,000
                                                                 -------------
                                                                    37,402,500
                                                                 -------------
FOOD PRODUCTS & BEVERAGES 10.67%
Anheuser-Busch Cos                                   220,000        14,822,500
Coca-Cola Co                                         220,000        17,765,000
Heinz (H J) Co                                       399,800        13,593,200
PepsiCo Inc                                          220,000        13,915,000
                                                                 -------------
                                                                    60,095,700
                                                                 -------------
HEALTH CARE RELATED 3.64%
Columbia/HCA Healthcare                              375,000        20,531,250
                                                                 -------------


<PAGE>



MEDICAL PRODUCTS 3.04%
Baxter International                                 375,000        17,156,250
                                                                 -------------
MEDICAL RELATED - DRUGS 2.93%
American Home Products                               125,000        12,312,500
Pharmacia & Upjohn Inc*                              100,500         4,208,438
                                                                 -------------
                                                                    16,520,938
                                                                 -------------
OFFICE EQUIPMENT 2.31%
Xerox Corp                                           100,000        13,025,000
                                                                 -------------
OIL & GAS RELATED 6.41%
Amoco Corp                                           265,000        18,417,500
Anadarko Petroleum                                   325,000        17,712,500
                                                                 -------------
                                                                    36,130,000
                                                                 -------------
RETAIL 19.83%
Gap Inc                                              300,000        16,087,500
Kroger Co*                                           500,000        18,562,500
McDonald's Corp                                      300,000        15,000,000
Price/Costco Inc*                                    300,000         5,175,000
Rite Aid                                             500,000        15,750,000
Safeway Inc*                                         525,000        15,684,375
Sears Roebuck & Co                                   315,000        14,293,125
Starbucks Corp*                                      400,000         7,050,000
Walgreen Co                                          125,000         4,125,000
                                                                 -------------
                                                                   111,727,500
                                                                 -------------
SEMICONDUCTOR EQUIPMENT 3.39%
Intel Corp                                           325,000        19,114,062
                                                                 -------------
TEXTILES & APPAREL MANUFACTURERS 2.25%
NIKE Inc Class B                                     195,000        12,650,625
                                                                 -------------
TRANSPORTATION 3.24%
AMR Corp*                                             55,000         4,826,250
Continental Airlines Class B*                        100,000         4,800,000
KLM Royal Dutch Airlines New
   York Registered Shrs                              125,000         4,156,250
UAL Corp*                                             25,000         4,465,625
                                                                 -------------
                                                                    18,248,125
                                                                 -------------
UTILITIES 2.32%
U S WEST Communications Group                        400,000        13,100,000
                                                                 -------------
TOTAL COMMON STOCKS
   (Cost $501,577,536)                                            $560,317,575
                                                                 -------------



<PAGE>



SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 0.56%
FINANCE RELATED 0.56%
Associates Corp of North America
   5.430%, 3/1/1996
   (Cost $3,175,000)                               3,175,000         3,175,000
                                                                 -------------
TOTAL INVESTMENT
 SECURITIES AT VALUE 100.00%
 (Cost  $504,752,536)
 (Cost for Income Tax Purpose
 $505,638,907)                                                    $563,492,575
                                                                 =============

* Security is non-income producing.

See Notes to Financial Statements




<PAGE>



INVESCO Growth Fund, Inc.
Statement of Assets and Liabilities
February 29, 1996
UNAUDITED


ASSETS
Investment Securities at Value
   (Cost $504,752,536)                                            $563,492,575
Cash                                                                    13,772
Receivables:
   Fund Shares Sold                                                    209,433
   Dividends and Interest                                              919,529
Prepaid Expenses and Other Assets                                       65,001
                                                                 -------------
TOTAL ASSETS                                                       564,700,310
                                                                 -------------
LIABILITIES
Payables:
   Distributions to Shareholders                                        77,677
   Investment Securities Purchased                                   3,733,587
   Fund Shares Repurchased                                           1,646,770
Accrued Distribution Expenses                                        1,225,621
Accrued Expenses and Other Payables                                     36,671
                                                                 -------------
TOTAL LIABILITIES                                                    6,720,326
                                                                 -------------
Net Assets at Value                                               $557,979,984
                                                                 =============
NET ASSETS
Paid-in Capital*                                                  $461,234,897
Accumulated Undistributed Net Investment
   Income                                                               29,733
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign Currency
   Transactions                                                     37,975,315
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                    58,740,039
                                                                 -------------
Net Assets at Value                                               $557,979,984
                                                                 =============
Net Asset Value, Offering and Redemption
   Price per Share                                                       $5.16
                                                                        ======

* The Fund has 200 million authorized shares of common stock, par value of $0.01
  per share, of which 108,052,770 were outstanding at February 29, 1996.

See Notes to Financial Statements




<PAGE>



INVESCO Growth Fund, Inc.
Statement of Operations
Six Months Ended February 29, 1996
UNAUDITED


INVESTMENT INCOME
INCOME
Dividends                                                           $3,661,039
Interest                                                               948,446
   Foreign Taxes Withheld                                             (11,640)
                                                                 -------------
   TOTAL INCOME                                                      4,597,845
                                                                 -------------
EXPENSES
Investment Advisory Fees                                             1,549,695
Distribution Expenses                                                  662,544
Transfer Agent Fees                                                    328,064
Administrative Fees                                                     44,886
Custodian Fees and Expenses                                             46,565
Directors' Fees and Expenses                                            16,940
Professional Fees and Expenses                                          20,867
Registration Fees and Expenses                                          28,308
Reports to Shareholders                                                 51,182
Other Expenses                                                          22,781
                                                                 -------------
   TOTAL EXPENSES                                                    2,771,832
   Fees and Expenses Paid Indirectly                                  (24,629)
                                                                 -------------
     NET EXPENSES                                                    2,747,203
                                                                 -------------
NET INVESTMENT INCOME                                                1,850,642
                                                                 -------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities and
   Foreign Currency Transactions                                    84,713,327
Change in Net Depreciation of Investment
   Securities and Foreign Currency Transactions                   (17,743,425)
                                                                 -------------
NET GAIN ON INVESTMENT SECURITIES                                   66,969,902
                                                                 -------------
Net Increase in Net Assets from Operations                         $68,820,544
                                                                 =============

See Notes to Financial Statements



<PAGE>
INVESCO Growth Fund, Inc.
Statement of Changes in Net Assets
                                                  Six Months              Year
                                                       Ended             Ended
                                                 February 29         August 31
                                               -------------     -------------
                                                        1996              1995
                                                   UNAUDITED
OPERATIONS
Net Investment Income                             $1,850,642        $5,036,824
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                   84,713,327        38,774,461
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign
   Currency Transactions                        (17,743,425)        10,770,469
                                               -------------     -------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                68,820,544        54,581,754
                                               -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (1,793,032)       (5,058,251)
In Excess of Net Investment Income                         0          (27,877)
Net Realized Gain on
   Investment Securities                        (79,379,786)      (44,862,069)
                                               -------------     -------------
TOTAL DISTRIBUTIONS                             (81,172,818)      (49,948,197)
                                               -------------     -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                    122,246,660       116,103,132
Reinvestment of Distributions                     72,251,903        44,471,512
                                               -------------     -------------
                                                 194,498,563       160,574,644
Amounts Paid for Repurchases
   of Shares                                   (125,451,608)     (152,333,754)
                                               -------------     -------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                   69,046,955         8,240,890
                                               -------------     -------------
Total Increase in Net Assets                      56,694,681        12,874,447
NET ASSETS
Beginning of Period                              501,285,303       488,410,856
                                               -------------     -------------
End of Period (Including
   Accumulated Undistributed
   (Overdistributed) Net Investment
   Income of $29,733 and
   ($27,877), respectively)                     $557,979,984      $501,285,303
                                               =============     =============

FUND SHARE TRANSACTIONS
Shares Sold                                       22,842,570        23,465,171
Shares Issued from Reinvestment
   of Distributions                               14,566,753         9,743,145
                                               -------------     -------------
                                                  37,409,323        33,208,316
Shares Repurchased                              (23,348,211)      (30,729,512)
                                               -------------     -------------
Net Increase in Fund Shares                       14,061,112         2,478,804
                                               =============     =============

See Notes to Financial Statements
<PAGE>



INVESCO Growth Fund, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Growth Fund,
Inc. (the "Fund"), was incorporated in Maryland. The investment objective of the
Fund is to seek long- term  capital  growth.  The Fund 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.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.
A.   SECURITY  VALUATION  - Equity  securities  traded  on  national  securities
     exchanges  or in the  over-the-counter  market are valued at the last sales
     price in the market where such  securities  are primarily  traded.  If last
     sales  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 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  dividend  if  such
      information is obtained subsequent  to  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.



<PAGE>

            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 or currency  exchange  restrictions.  Net  realized and
      unrealized  gain or  loss  from  investments  includes  fluctuations  from
      currency exchange rates and fluctuations in market value.
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.
            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 expired capital loss carryforwards.
E.    EXPENSES - Under an agreement between the Fund and the
      Fund's Custodian, agreed upon Custodian Fees and Expenses
      are reduced by credits granted by the Custodian from any
      temporarily uninvested cash.  Similarly, Other Expenses,
      which include Pricing Expenses, are reduced by credits
      earned by the Fund from security brokerage transactions
      under certain broker/serices arrangements with third
      parties.  Such credits are included in Fees and Expenses
      Paid Indirectly in the Statement of Operations.
            For the six months ended  February 29, 1996,  Fees and Expenses Paid
      Indirectly  consisted of $23,715  included in Custodian  Fees and Expenses
      and $914 included in Other Expenses.



<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% on 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  29,  1996,  the  Fund  paid  the   Distributor   $584,280  for
reimbursement of expenses  incurred.

NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
February 29, 1996,  the  aggregate  cost of purchases and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were  $666,197,808  and  $653,471,575,  respectively.  There were no
purchases or sales of U.S. Government securities.

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  29,  1996,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $69,293,493 and the gross  depreciation of securities in which there
was an excess of tax cost over value amounted to  $11,439,825,  resulting in net
appreciation of $57,853,668.

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.



<PAGE>



      Pension  expenses for the six months ended February 29, 1996,  included in
Directors'  Fees and  Expenses  in the  Statement  of  Operations  were  $2,830.
Unfunded  accrued pension costs of $12,721 and pension  liability of $25,980 are
included  in  Prepaid  Expenses  and  Accrued  Expenses,  respectively,  in  the
Statement  of Assets  and  Liabilities.

NOTE 6 - LINE OF CREDIT.  The Fund has  available  a  Redemption  Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum of 5% of the Net Assets at Value of the Fund.  The Fund
agrees to pay annual fees and interest on the unpaid principal  balance based on
prevailing  market rates as defined in the  agreement.  For the six months ended
February 29, 1996, there were no such borrowings.


<PAGE>



INVESCO Growth Fund, Inc.
Financial Highlights
 (For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
                                                     Six Months
                                                          Ended
                                                    February 29                         Year Ended August 31
                                                   ------------   ---------------------------------------------------------
                                                           1996        1995        1994        1993        1992        1991
                                                      UNAUDITED
PER SHARE DATA
<S>                                                    <C>         <C>         <C>         <C>         <C>         <C>     
Net Asset Value - Beginning of Period                     $5.33       $5.34       $5.28       $4.72       $5.26       $4.37
                                                   ------------   ---------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.02        0.05        0.03        0.04        0.05        0.07
Net Gains on Securities
   (Both Realized and Unrealized)                          0.67        0.49        0.11        1.00        0.05        1.28
                                                   ------------   ---------------------------------------------------------
Total from Investment Operations                           0.69        0.54        0.14        1.04        0.10        1.35
                                                   ------------   ---------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                      0.02        0.05        0.03        0.04        0.05        0.08
Distributions from Capital Gains                           0.84        0.50        0.05        0.44        0.59        0.38
                                                   ------------   ---------------------------------------------------------
Total Distributions                                        0.86        0.55        0.08        0.48        0.64        0.46
                                                   ------------   ---------------------------------------------------------
Net Asset Value - End of Period                           $5.16       $5.33      $ 5.34       $5.28       $4.72       $5.26
                                                   ============   =========================================================

TOTAL RETURN                                            13.71%*      12.05%       2.52%      22.17%       2.04%      31.16%

RATIOS
Net Assets - End of Period ($000 Omitted)              $557,980    $501,285    $488,411    $483,957    $408,218    $428,564
Ratio of Expenses to Average Net Assets                 0.52%*@       1.06%       1.03%       1.04%       1.04%       1.00%
Ratio of Net Investment Income to
   Average Net Assets                                    0.35%*       1.07%       0.47%       0.72%       0.93%       1.52%
Portfolio Turnover Rate                                   130%*        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.

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

@ Ratio is based on Total  Expenses  of the Fund,  which is before  any  expense
  offset arrangements.
</FN>
</TABLE>


<PAGE>

                                        FAMILY OF FUNDS

                                                                       Newspaper
Fund Name                         Fund Code       Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
Latin American Growth                 34               IVSLX           LatinAmGr
European Small Company                37               IVECX           EuroSmCo
European                              56               FEURX             Europ
Pacific Basin                         54               FPBSX             PcBas
International Growth                  49               FSIGX            IntlGr
Asian Growth                          41                 *                 *
- --------------------------------------------------------------------------------
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.,(SM) Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

If you're in Denver, pleas visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue, Lobby Level

This information must be preceded or accompanied by an effective prospectus.



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