INVESCO Funds Group, Inc.
7800 E. Union Avenue
Denver, CO 80237
(303) 930-6300
January 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: INVESCO Growth Fund, Inc.
1933 Act No. 002-11236
1940 Act No. 811-0352
CIK No. 0000110042
Ladies and Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933 (the "1933 Act")
(submission type 497j), INVESCO Growth Fund, Inc. (the "Fund"), hereby submits
for filing on EDGAR this certification that the definitive form of its
Prospectus and Statement of Additional Information for filing under Rule 497(j)
does not differ from that contained in the Post-Effective Amendment No. 71 under
the Securities Act of 1933 and Amendment No. 19 under the Investment Company Act
of 1940 to the Fund's Registration Statement which was electronically filed
pursuant to Rule 485(b) on December 24, 1996. This Post-Effective Amendment
became effective January 1, 1997.
If you have any questions or comments, please contact the undersigned at
303/930- 6200.
Sincerely,
/s/ Glen A. Payne
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Glen A. Payne
Senior Vice President, Secretary
and General Counsel
