INVESCO GROWTH FUND INC /CO/
N-30D, 1997-10-24
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Annual Report

August 31, 1997

INVESCO GROWTH FUND

A smart choice for seeking steady capital growth.

INVESCO FUNDS



<PAGE>



MARKET OVERVIEW                                                   September 1997
     U.S. financial markets are highly dependent on investors' perception of the
domestic economy.  This has been especially true this year. In the early spring,
fears of inflation  and the  potential  for an  overheating  economy  caused the
Federal Reserve Board to increase  short-term interest rates by 25 basis points.
This produced a sharp pullback in the stock market. Subsequently, the prevailing
view had been of strong and stable economic growth with benign  inflation.  With
this change of attitude,  equity markets rallied, and many  large-capitalization
indexes  produced 20% gains within a two-month  time  period.  In fact,  the Dow
Jones Industrial  Average jumped 20% in two months for only the third time in 59
years. Recently,  however,  renewed concerns over inflation,  corporate profits,
and a stronger-than-expected  economy have again increased day-to-day volatility
within the equity markets.(1)
     Why has the economy been so difficult to gauge?
     Conventional  wisdom has always held that strong economic growth and benign
inflation couldn't coexist.  However, for the last seven months, they have. Some
analysts  are calling the current  economic  environment  a "new  paradigm" or a
"utopian environment." The Gross Domestic Product (GDP) -- the primary indicator
of economic  status --  continues  to  increase  at a rapid pace.  In the fourth
quarter of 1996,  the GDP rose at a revised rate of 3.9%;  for the first quarter
of 1997, 4.9%; and for the second quarter of 1997, 3.3%.
     Meanwhile, the specter of inflation has been nonexistent. Wholesale prices
across  the  economy  decreased  for the first  seven  months  of 1997,  yet the
unemployment  rate measured 4.9% in August and 4.8% in July -- the lowest levels
since 1973.
     Whatever your outlook on the economy,  the current  environment bodes well
for domestic  equity  markets.  Low inflation  with strong  economic  growth may
continue to lead to high  multiples  for  corporate  stock  prices,  albeit with
likely price  volatility.  Of course,  a significant  increase in interest rates
could alter the current market conditions and change the investment climate.

INVESCO GROWTH FUND

                                 Growth Fund
                         Average Annual Total Return
                              as of 8/31/97 (2)

                         1 Year               28.14%
                         ---------------------------
                         5 Years              16.68%
                         ---------------------------
                         10 Years             11.36%
                         ---------------------------

     The fund's one-year total return as of 8/31/97 was 28.14%,  compared to the
one-year figure of 40.57% for the S&P 500 broad market index.(1),(2)
     The fund's underperformance was primarily due to our aggressive posture at
the  beginning  of 1997,  which left the  portfolio  vulnerable  when the market
corrected in the spring of this year.  We remain  confident,  however,  that our
investment style should produce superior returns over the full market cycle.
     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



<PAGE>



dividends and capital gain  distributions,  for the 10 years ended 8/31/97.  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(2)

Graph:  This  line  graph  represents  a  comparison  of the  value of a $10,000
investment  in 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 8/31/97.

STRATEGIC OVERVIEW
      Large-capitalization  growth stocks  continued to lead the domestic equity
markets over the last year. Within this environment,  fund management has stayed
true to our  investment  philosophy  of  focusing  the fund's  core  holdings on
classic growth companies like Coca-Cola Co., General Electric,  Microsoft Corp.,
and Pfizer Inc. While we remain  exposed to some  faster-growing  companies,  we
favor the predictability of earnings  associated with large-cap growth companies
for the foundation of the portfolio.
      The health care and  technology  sectors  produced  strong returns for the
fund during the past 12 months,  and we will continue to seek  opportunities  in
these faster-growing  sectors. In the health care sector, gains were produced by
market-leading  pharmaceuticals like Johnson & Johnson,  Merck & Co., and Pfizer
Inc.  These  pharmaceutical  companies  continue  to  benefit  from an  improved
regulatory environment and the introduction of new products to the market.
      On the technology side, our exposure to large, dependable growth companies
like   International   Business  Machines  (IBM)  and  Microsoft  Corp.  boosted
performance.  These firms  continue to benefit from dominant  positions in their
respective markets.

LOOKING FORWARD
      The current economic  environment  bodes well for domestic equity markets.
Low  inflation  and strong  economic  growth may  continue  to lead to  improved
corporate  earnings,  fueling price  appreciation.  We have  recently,  however,
reduced the number of stocks in the portfolio.  In this way, we should be better
able to  monitor  individual  holdings,  as we feel that  stock  selectivity  is
growing in importance.
      One minor  area of concern is the  recent  currency  turmoil in  Southeast
Asia.  Many large-cap  growth  companies  derive a significant  portion of their
revenues from the Asia/Pacific Rim economies.  Weak Asian currencies and slowing
economic  growth  rates  could make U.S.  goods less  attractive  overseas,  and
potentially  hurt the earnings of  large-cap  companies.  Consequently,  we will
continue to monitor this area closely.

FUND MANAGEMENT
      INVESCO Growth Fund is managed by Senior Vice President Timothy J. Miller.
He received his MBA from the  University of Missouri,  and a BSBA from St. Louis
University.  An 18-year  veteran of the investment  business,  he is a Chartered
Financial  Analyst.  Before  joining  INVESCO in 1992,  Tim was an  analyst  and
portfolio manager with Mississippi Valley Advisors.
      Trent E. May was  named  co-manager  in 1996.  He  received  a BS from the
Florida Institute of Technology and an MBA from Rollins College.  Before joining
INVESCO in 1996,  Trent was a senior equity  manager/equity  analyst with Munder
Capital Management. He is a Chartered Financial Analyst.



<PAGE>



(1) The S&P 500 is an unmanaged index of common stocks considered representative
of the broad U.S. equity market, while the Dow Jones Industrial Average reflects
performance of large-capitalization stocks.

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


<PAGE>



INVESCO Growth Fund, Inc.
TEN LARGEST COMMON STOCK HOLDINGS
August 31, 1997

Description                                                  Value
- ---------------------------------------------------------------------
PepsiCo Inc                                            $   30,960,000
Pfizer Inc                                                 30,267,975
General Electric                                           29,375,000
Philip Morris                                              29,228,750
Johnson & Johnson                                          29,194,063
American International Group                               29,020,312
Coca-Cola Co                                               28,942,812
Merck & Co                                                 28,920,938
Bristol-Myers Squibb                                       28,880,000
SBC Communications                                         28,818,750

Composition of holdings is subject to change.


<PAGE>



INVESCO Growth Fund, Inc.
STATEMENT OF INVESTMENT SECURITIES
August 31, 1997

<TABLE>
<CAPTION>
                                                            Shares or
                                                            Principal
Description                                                    Amount                   Value
- ---------------------------------------------------------------------------------------------

<S>                                                         <C>                  <C>   
COMMON STOCKS 100.00%
BANKS 5.90%
BankAmerica Corp                                              110,000          $    7,239,375
Chase Manhattan                                                65,000               7,227,187
Citicorp                                                      215,000              27,439,375
                                                                              ---------------
                                                                                   41,905,937
                                                                              ---------------
BEVERAGES 8.44%
Coca-Cola Co                                                  505,000              28,942,812
PepsiCo Inc                                                   860,000              30,960,000
                                                                              ---------------
                                                                                   59,902,812
                                                                              ---------------
CHEMICALS 3.95%
du Pont (E I) de Nemours                                      450,000              28,040,625
                                                                              ---------------
COMMUNICATIONS -
   EQUIPMENT & MANUFACTURING 0.57%
Motorola Inc                                                   55,000               4,035,625
                                                                              ---------------
COMPUTER RELATED 15.18%
Bay Networks*                                                 600,000              21,225,000
Compaq Computer*                                               25,000               1,637,500
Hewlett-Packard Co                                            460,000              28,203,750
International Business Machines                               280,000              28,245,000
Microsoft Corp*                                               215,000              28,420,313
                                                                              ---------------
                                                                                  107,731,563
                                                                              ---------------
CONSUMER FINANCE 0.55%
American Express                                               50,000               3,887,500
                                                                              ---------------
ELECTRICAL EQUIPMENT 4.14%
General Electric                                              470,000              29,375,000
                                                                              ---------------



<PAGE>



ELECTRONICS -
   SEMICONDUCTOR 4.76%
Maxim Integrated Products*                                    275,000              19,009,375
National Semiconductor*                                       230,000               7,877,500
Xilinx Inc*                                                   145,000               6,887,500
                                                                              ---------------
                                                                                   33,774,375
                                                                              ---------------
ENTERTAINMENT 3.15%
Disney (Walt) Co                                              140,000              10,753,750
Time Warner                                                   225,000              11,587,500
                                                                              ---------------
                                                                                   22,341,250
                                                                              ---------------
FINANCIAL 1.64%
Federal National Mortgage  Association                        265,000              11,660,000
                                                                              ---------------
HEALTH CARE DRUGS -
   PHARMACEUTICALS 18.04%
Bristol-Myers Squibb                                          380,000              28,880,000
Johnson & Johnson                                             515,000              29,194,063
Merck & Co                                                    315,000              28,920,938
Pfizer Inc                                                    546,600              30,267,975
SmithKline Beecham PLC ADR
   Representing 5 Ord A Shrs                                  250,000              10,828,125
                                                                              ---------------
                                                                                  128,091,101
                                                                              ---------------
HEALTH CARE RELATED 0.57%
Tenet Healthcare*                                             150,000               4,087,500
                                                                              ---------------
HOUSEHOLD PRODUCTS 3.14%
Colgate-Palmolive Co                                          271,000              17,005,250
Procter & Gamble                                               40,000               5,322,500
                                                                              ---------------
                                                                                   22,327,750
                                                                              ---------------
INSURANCE 4.09%
American International Group                                  307,500              29,020,312
                                                                              ---------------



<PAGE>



OIL & GAS RELATED 9.93%
Exxon Corp                                                    460,000              28,146,250
Mobil Corp                                                     95,000               6,911,250
Royal Dutch Petroleum
   New York Registry 1.25 Gldr Shr                            555,000              28,166,250
Schlumberger Ltd                                               95,000               7,237,813
                                                                              ---------------
                                                                                   70,461,563
                                                                              ---------------
PERSONAL CARE 2.28%
Avon Products                                                 175,000              11,210,937
Gillette Co                                                    60,000               4,968,750
                                                                              ---------------
                                                                                   16,179,687
                                                                              ---------------
RESTAURANTS 0.53%
McDonald's Corp                                                80,000               3,785,000
                                                                              ---------------
RETAIL 4.00%
Wal-Mart Stores                                               800,000              28,400,000
                                                                              ---------------
TELECOMMUNICATIONS -
   LONG DISTANCE 0.96%
AT&T Corp                                                     175,000               6,825,000
                                                                              ---------------
TELEPHONE 4.06%
SBC Communications                                            530,000              28,818,750
                                                                              ---------------
TOBACCO 4.12%
Philip Morris                                                 670,000              29,228,750
                                                                              ---------------
TOTAL INVESTMENT 
  SECURITIES AT VALUE  100.00%
  (Cost $672,489,569)
  (Cost for Income Tax Purposes
   $672,571,263)                                                                $ 709,880,100
                                                                              ===============

* Security is non-income producing.

 See Notes to Financial Statements
</TABLE>



<PAGE>



INVESCO Growth Fund, Inc.
STATEMENT OF ASSETS AND LIABILITIES
August 31, 1997

ASSETS
Investment Securities at Value
   (Cost $672,489,569)                                             $709,880,100
Cash                                                                    140,385
Receivables:
   Investment Securities Sold                                        22,016,720
   Fund Shares Sold                                                     460,757
   Dividends                                                            788,998
Prepaid Expenses and Other Assets                                        94,246
                                                                  --------------
TOTAL ASSETS                                                        733,381,206
                                                                  --------------
LIABILITIES
Payables:
   Distributions to Shareholders                                        102,293
   Investment Securities Purchased                                   23,036,148
   Fund Shares Repurchased                                              823,681
Accrued Distribution Expenses                                           159,759
Accrued Expenses and Other Payables                                      38,870
                                                                  --------------
TOTAL LIABILITIES                                                    24,160,751
                                                                  --------------
Net Assets at Value                                                 709,220,455
                                                                  ==============
NET ASSETS
Paid-in Capital*                                                    506,691,202
Accumulated Distributions in Excess of
   Net Investment Income                                                (24,778)
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign Currency
   Transactions                                                     165,163,500
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                     37,390,531
                                                                  --------------
Net Assets at Value                                               $ 709,220,455
                                                                  ==============
Net Asset Value, Offering and Redemption
   Price per Share                                                         6.06
                                                                         =======

* The Fund has 200 million authorized shares of common stock, par value of
$0.01 per share, of which 117,112,178 were outstanding at August 31, 1997.

See Notes to Financial Statements



<PAGE>



INVESCO Growth Fund, Inc.
STATEMENT OF OPERATIONS
Year Ended August 31, 1997

INVESTMENT INCOME
INCOME
Dividends                                                            $8,006,006
Interest                                                                857,195
Foreign Taxes Withheld                                                  (34,666)
                                                                  --------------
   TOTAL INCOME                                                       8,828,535
                                                                  --------------
EXPENSES
Investment Advisory Fees                                              3,922,981
Distribution Fees and Expenses                                        1,706,756
Transfer Agent Fees                                                   1,066,438
Administrative Fees                                                     112,386
Custodian Fees and Expenses                                             131,329
Directors' Fees and Expenses                                             38,040
Professional Fees and Expenses                                           52,240
Registration Fees and Expenses                                          105,016
Reports to Shareholders                                                 120,595
Other Expenses                                                           37,492
                                                                  --------------
   TOTAL EXPENSES                                                     7,293,273
   Fees and Expenses Paid Indirectly                                    (48,910)
                                                                  --------------
     NET EXPENSES                                                     7,244,363
                                                                  --------------
NET INVESTMENT INCOME                                                 1,584,172
                                                                  --------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                185,903,395
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     (23,243,958)
                                                                  --------------
NET GAIN ON INVESTMENT SECURITIES                                   162,659,437
                                                                  --------------
Net Increase in Net Assets from Operations                        $ 164,243,609
                                                                  ==============

See Notes to Financial Statements



<PAGE>



INVESCO Growth Fund, Inc.
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                 Year Ended August 31
                                                         ------------------------------------
                                                              1997                    1996

<S>                                                      <C>                     <C>
OPERATIONS
Net Investment Income                                    $  1,584,172            $  3,536,606
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                           185,903,395             111,005,199
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                          (23,243,958)            (15,848,975)
                                                         ------------------------------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                                 164,243,609              98,692,830
                                                         ------------------------------------
DISTRIBUTIONS TO
   SHAREHOLDERS
Net Investment Income                                      (1,500,483)             (3,514,988)
Net Realized Gain on
   Investment Securities                                  (84,751,427)            (79,381,324)
                                                         ------------------------------------
TOTAL DISTRIBUTIONS                                       (86,251,910)            (82,896,312)
                                                         ------------------------------------
FUND SHARE
   TRANSACTIONS
Proceeds from Sales of Shares                             647,469,283             295,345,551
Reinvestment of Distributions                              77,405,695              73,787,554
                                                         ------------------------------------
                                                          724,874,978             369,133,105
Amounts Paid for Repurchase
   of Shares                                             (690,372,256)           (289,488,892)
                                                         ------------------------------------
NET INCREASE IN
   NET ASSETS FROM FUND
   SHARE TRANSACTIONS                                      34,502,722              79,644,213
                                                         ------------------------------------
Total Increase in Net Assets                              112,494,421              95,440,731
NET ASSETS
Beginning of Period                                       596,726,034             501,285,303
End of Period (Including
   Accumulated Undistributed
   (Distributions in Excess of)
   Net Investment Income of
   ($24,778) and $17,416
   respectively)                                        $ 709,220,455           $ 596,726,034
                                                         ====================================

                    ---------------------------------------------------------

<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                                               113,639,331              55,102,359
Shares Issued from Reinvestment
   of Distributions                                        14,903,327              14,849,577
                                                         ------------------------------------
                                                          128,542,658              69,951,936
Shares Repurchased                                       (121,110,949)            (54,263,125)
                                                         ------------------------------------
Net Increase in Fund Shares                                 7,431,709              15,688,811
                                                         ====================================
</TABLE>

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"), is 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 income 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.
         Assets and liabilities initially expressed in terms of foreign
    currencies are translated into U.S. dollars at the prevailing market rates 
    as quoted by one or more banks or dealers on the date of valuation. The cost
    of securities is translated into U.S. dollars at the rates of exchange 
    prevailing when such securities are acquired. Income and expenses are
    translated into U.S. dollars at the rates of exchange prevailing when 
    accrued.
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, amortized premium, and
    original issue discount, is recorded on the accrual basis.  Cost is
    determined on the specific identification basis.
         The Fund's use of short-term  forward  foreign  currency  contracts may
    subject  it to  certain  risks as a result  of  unanticipated  movements  in
    foreign  exchange rates.  The Fund does not hold short-term  forward foreign
    currency contracts for trading purposes.


<PAGE>



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.
         To  the  extent  future  capital  gains  are  offset  by  capital  loss
    carryovers, such gains will not be distributed to shareholders.
         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, 1997,  2.97% 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 expired capital loss carryforwards.  For
    the year  ended  August  31,  1997,  the  Fund  reclassified  $138,025  from
    accumulated  undistributed  net  investment  income to paid-in  capital  and
    reclassified  $12,142 from  accumulated  undistributed  net realized gain on
    investment  securities to accumulated  undistributed net investment  income.
    Net investment income, net realized gains and net assets were not affected.
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,  Distribution
    Expenses and Transfer  Agent Fees, are reduced by credits earned by the Fund
    from  security   brokerage   transactions   under   certain   broker/service
    arrangements  with third  parties.  Such  credits  are  included in Fees and
    Expenses Paid Indirectly in the Statement of Operations.
         For the year ended August 31, 1997, Fees and Expenses Paid Indirectly
    consisted  of $47,462  included  in  Custodian  Fees and  Expenses  and $323
    included in  Distribution  Expenses,  and $1,125  included in Transfer Agent
    Fees.
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.



<PAGE>



    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  $20.00  per
shareholder  account,  or,  where  applicable,  per  participant  in an  omnibus
account,  per year. 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  provided  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of average  annual net  assets.  Effective
January 1, 1997, the Rule 12b-1  distribution plan was modified by action of the
Board of Directors so that the Fund  compensates IFG for permissable  activities
and services in connection with the  distribution of the Fund's shares.  For the
year ended August 31, 1997, the Fund paid the Distributor  $2,526,261  under the
plan of  distribution.  Accordingly,  the above amounts  reflect  reimbursements
under the plan for the four months  ended  December  31,  1996 and  compensation
under the plan for the eight months ended August 31, 1997.  Effective  September
29,1997,  INVESCO  Distributors,  Inc., a wholly owned  subsidiary  of IFG, will
replace  IFG,  as  Distributor.  
NOTE 3 -  PURCHASES  AND  SALES  OF  INVESTMENT SECURITIES.  For the year ended
August 31, 1997, the aggregate cost of purchases and proceeds from sales of 
investment  securities (excluding all U.S. Government securities and short-term
securities)  were  $1,893,969,801and  $1,891,550,581, respectively.
    There were no purchases  or sales of U.S.  Government  securities.  
NOTE 4 - APPRECIATION  AND  DEPRECIATION.  At August 31, 1997, the gross  
appreciation of securities in which  there  was an excess of value over tax cost
amounted to $48,852,349 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to $11,543,512,  resulting  in net
appreciation of $37,308,837.
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 deferred compensation 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 were based on an annual rate equal to 40% of the  retainer  fee at the time
of retirement.
    Pension expenses for the year ended August 31, 1997,  included in Directors'
Fees and Expenses in the Statement of Operations were $8,754.  Unfunded  accrued
pension  costs of $22,258  and  pension  liability  of $47,036  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.  At August 31, 
1997, there were no such borrowings.



<PAGE>



INVESCO Growth Fund, Inc.
FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
                                                                                     Year Ended August 31
                                                     ----------------------------------------------------------------------
                                                           1997           1996           1995           1994           1993
<S>                                                    <C>            <C>            <C>            <C>            <C> 

PER SHARE DATA
Net Asset Value - Beginning of Period                   $  5.44        $  5.33        $  5.34        $  5.28        $  4.72
                                                     ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.01           0.03           0.05           0.03           0.04
Net Gains on Securities
   (Both Realized and Unrealized)                          1.39           0.95           0.49           0.11           1.00
                                                     ----------------------------------------------------------------------
Total from Investment Operations                           1.40           0.98           0.54           0.14           1.04
                                                     ----------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                      0.01           0.03           0.05           0.03           0.04
Distributions from Capital Gains                           0.77           0.84           0.50           0.05           0.44
                                                     ----------------------------------------------------------------------
Total Distributions                                        0.78           0.87           0.55           0.08           0.48
                                                     ======================================================================
Net Asset Value - End of Period                         $  6.06        $  5.44        $  5.33        $  5.34        $  5.28
                                                     ======================================================================
TOTAL RETURN                                             28.14%         20.23%         12.05%          2.52%         22.17%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                      $709,220       $596,726       $501,285       $488,411       $483,957
Ratio of Expenses to Average
   Net Assets                                            1.07%@         1.05%@          1.06%          1.03%          1.04%
Ratio of Net Investment Income to
   Average Net Assets                                     0.22%          0.64%          1.07%          0.47%          0.72%
Portfolio Turnover Rate                                    286%           207%           111%            63%            77%
Average Commission Rate Paid^^                         $ 0.0697       $ 0.0286              -              -              -
</TABLE>


+ Distributions in excess of net investment income for the year ended August 31,
1995, aggregated less than $0.01 on a per share basis.

@ Ratio is based on Total  Expenses  of the Fund,  which is before  any  expense
offset arrangements.

^^ The average  commission rate paid is the total brokerage  commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related  shares  purchased  or sold which is required to be  disclosed
effective for fiscal years beginning September 1, 1995 and thereafter.



<PAGE>



REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Directors 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  31,1997,  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, 1997 by correspondence with the custodian and the application of alternative
auditing procedures where securities purchased had not been received,  provide a
reasonable basis for the opinion expressed above.



Price Waterhouse LLP

Denver, Colorado
October 8, 1997


<PAGE>



                                        FAMILY OF FUNDS

                                                                      Newspaper
Fund Name                         Fund Code       Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
International Growth                  49               FSIGX            IntlGr
Asian Growth                          41               IVAGX            AsianGr
European                              56               FEURX             Europ
European Small Company                37               IVECX           EuroSmCo
Latin American Growth                 34               IVSLX           LatinAmGr
Pacific Basin                         54               FPBSX             PcBas
- --------------------------------------------------------------------------------
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
Realty                                42               IVSRX            Realty
Technology                            55               FTCHX             Tech
Utilities                             58               FSTUX             Util
Worldwide Capital Goods               38               ISWGX            WldCap
Worldwide Communications              39               ISWCX            WldCom
- --------------------------------------------------------------------------------
Capital Appreciation
Growth                                10               FLRFX             Grwth
Dynamics                              20               FIDYX             Dynm
Small Company                         74               IDSCX            DivSmCo
Emerging Growth                       60               FIEGX            Emgrth
- --------------------------------------------------------------------------------
Growth & Income
Industrial Income                     15               FIIIX            IndInc
Value Equity                          46               FSEQX             ValEq
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
- --------------------------------------------------------------------------------
Bond
Short-Term Bond                       33               INIBX            ShTrBd
Intermediate Government Bond          47               FIGBX            IntGov
U.S. Government Securities            32               FBDGX             USGvt
Select Income                         30               FBDSX            SelInc
High Yield                            31               FHYPX             HiYld
- --------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Intermediate Bond            36               IVTIX               *
Tax-Free Long-Term Bond               35               FTIFX             TxFre
- --------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund            44               FUGXX           InvGvtMF
Cash Reserves                         25               FDSXX            InvCshR
Tax-Free Money Fund                   40               FFRXX          InvTaxFree



<PAGE>



* 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

INVESCO Distributors, Inc., (SM)
Distributor (formerly INVESCO
Funds Group, Inc., Distributor)
Post Office Box 173706
Denver, CO 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

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



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