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. The name of each series or class of securities for which this Form is
filed (if the form is being filed for all series and classes of securities
of the issuer, check the box but do not list series or classes):
INVESCO Growth Fund, Inc.
3. Investment Company Act File Number: 811-352
Securities Act File Number: 2-11236
4(a) Last day of fiscal year for which this Form is filed:
August 31, 1997
4(b) ____ Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
4(c) ____ Check box if this is the last time the issuer will be filing this
Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities
sold during the fiscal year
pursuant to section 24(f) $724,874,978
(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $690,372,256
(iii) Aggregate price of securities
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 1, 1995 that were
not previously used to reduce
registration fees payable to the
Commission $0
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] $690,372,256
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(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item 5(iv)
from item 5(i)] $34,502,722
(vi) Redemption credits available for
use in future years - if item 5(i)
is less than item 5(iv) [subtract
item 5(iv) from item 5(i)] $0
(vii) Multiplier for determining registration
fee (See Instruction C.9) x1/3300)
(viii)Registration fee due [multiply item 5(v)
by item 5(vii)] (enter "0" if no fee
no fee is due): =$10,455.37
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:
_______________. If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by the
issuer in future fiscal years, then state that number here:
_______________.
7. Interest due - if this Form is being filed
more than 90 days after the end of the
Issuer's fiscal year (see instruction D): +$0
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii)
plus line 7]: =$10,455.37
9. Date of the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
_X_ Wire Transfer 10/21/97
___ Mail or other means
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
INVESCO GROWTH FUND, INC.
By: /s/ Dan H. Heser
------------------------
Dan J. Hesser, President
Date: October 24, 1997
