INVESCO GROWTH FUND INC /CO/
N-30D, 1998-04-24
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Semiannual Report

February 28, 1998

INVESCO GROWTH FUND

You should know what INVESCO knows.

INVESCO FUNDS


<PAGE>
Market Overview                                                     March 1998
   Like a great prize fighter, it appears that the U.S. economy has taken Asia's
best punch and  continues  to fight.  At the  beginning  of the Asian  financial
crisis, in the summer of 1997,  investment  professionals  postulated that Asian
currency  problems  were  "isolated,"  and would have little  effect on the U.S.
economy. Then, as the contagion spread, market pundits theorized that the crisis
would derail  economic  growth in the U.S. and  possibly  devastate  most of the
world's  financial  markets  -- wrong  again.  As with  most  financial  crises,
speculation  on the length and  severity of the  situation  varies from  extreme
pessimism to extreme optimism, with the truth usually between the two.
   Over the last six months,  this  uncertainty  increased  volatility  in the
equity markets -- producing both the first market  correction in more than seven
years and record highs for most indexes.  However,  as fears of deflation  swept
through the economy,  fixed-income markets experienced a significant rally, with
high-quality   obligations   realizing  the  strongest  returns.  With  so  much
uncertainty  regarding  the  direction of the U.S.  economy,  it's  important to
examine the known facts:
   -  The U.S. economy is still the dominant economy in the world. GDP (Gross
Domestic Product) grew 3.8% last year -- the fastest rate since 1988.
   -  U.S. exports to the Asian/Pacific Rim region are relatively minimal,
currently representing less than 15% of our total exports.
   - Inflation  remains  subdued,  as both  consumer and producer  prices remain
stable.
   -  Consumer confidence is at its highest level in more than 27 years.
   -  Unemployment is at historically low levels, and real wages are starting to
increase.
   -  The  chronic U.S.  budget  deficit  might become a surplus in the next few
years.
   It appears that the domestic economy is still poised for growth with benign
inflation.  Although the Asian financial crisis will influence the profitability
of certain  industries,  it will  probably  have only a minor effect on the U.S.
expansion,  as consumer  demand remains strong here and in Europe.  In fact, the
crisis may have been a  positive  for the U.S,  as it  applied  the brakes to an
exuberant  economy  before it had the chance to overheat.  Plus,  the crisis may
create necessary reforms in Asian economies which could allow for greater global
competition. Nonetheless, 1998 may be a more selective stock market with greater
volatility  compared  to the  last  three  years.  
   For fixed-income  investors,  deflationary  pressures produced by the Asian
crisis should keep both consumer and producer prices in check as cheaper foreign
goods  flood the U.S.  markets.  This may keep the  Federal  Reserve  Board from
changing the interest rate  environment  until the crisis has washed through the
U.S. economy.  The one possible  inflationary  pressure remains  increasing real
wages, given low unemployment rates.  Nevertheless,  the overall outlook for the
fixed-income markets continues to be positive.
<PAGE>

INVESCO Growth Fund


                               INVESCO Growth Fund                        
                 Average Annual Total Return as of 2/28/98 (2)        
                 ---------------------------------------------
                 1 Year                                 31.18%
                 ---------------------------------------------
                 5 Years                                18.02%
                 ---------------------------------------------
                 10 Years                               15.93%
                 ---------------------------------------------

   For the six-month period ended 2/28/98,  INVESCO Growth Fund achieved a total
return of 18.25%, compared to the six-month figure of 17.62% for the S&P 500.(1)
(2) The line graph on the previous page  illustrates the growth of the S&P 500 
Index compared  to the value of a $10,000 investment in INVESCO  Growth  Fund,  
plus reinvested dividends and capital gain distributions, for the 10 years ended
2/28/98.  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. (1),(2)

Graph:

      This line  graph  compares  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 February 28, 1998.
<PAGE>

Strategic Overview
     The fund  continues  to  invest a core  portion  of the  portfolio  in high
quality,  large-capitalization  growth companies. These firms are market leaders
and have  historically  delivered  predictable and consistent  earnings over the
business cycle. For the remaining  holdings,  we seek to identify companies with
leading  positions  which  serve  attractive  growth  markets and which have the
potential for superior  financial  returns.  This strategy  produces a portfolio
that combines premier stable growth companies with  faster-growing  firms in the
communications, technology, and health care sectors.
     In the summer of 1997,  we reduced the overall  number of securities in the
portfolio,  making the fund  somewhat  more  concentrated  in  large-cap  growth
stocks.  This  action  was based on the  belief  that,  in an  uncertain  market
environment, predictability of earnings would be crucial. While past performance
is no guarantee of future results,  our intensified  focus paid off for the fund
as  large-cap  growth  companies  produced  strong  returns  during the last six
volatile months. Colgate-Palmolive Co., Merck & Co., and Fannie Mae are examples
of large-cap  stocks which provided healthy results for the fund and remain core
holdings.  (Holdings  and  composition  of  holdings  are subject to change.) In
regard to  faster-growing  firms  serving  attractive  growth  markets,  we have
avoided companies that derive a significant portion of their revenues from Asian
markets.  We focused instead on institutions  that could benefit from the strong
domestic   economy.   For  instance,   we  believe  that   deregulation  of  the
telecommunications  industry  has  created  enormous  growth  opportunities  for
selected  telecommunications  companies,  and WorldCom  Inc.  remains one of our
favorite  stocks.  The fund will  continue to look for the best  investments  in
communications industries, as well as the health care and technology sectors.

Looking Forward
     We  believe  that 1998 will be a year of slower  earnings  growth  and more
volatile equity markets.  Within this  environment,  predictability  of earnings
will remain critical as any earnings  disappointments  will be negatively  dealt
with by the market.  Thus, we will continue to allocate a substantial portion of
the fund's assets to large-cap growth companies.

Fund Management
     INVESCO Growth Fund is managed by Vice President  Trent E. May. He received
a BS from the Florida  Institute of Technology  and a 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. 
     Senior Vice  President  Timothy J.  Miller is  co-manager  of the fund.  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.

(1)The S&P 500 is an unmanaged index of common stocks considered  representative
of the broad  U.S.  equity  market.  

(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>
<TABLE>
<CAPTION>

INVESCO Growth Fund, Inc.
Ten Largest Common Stock Holdings
February 28, 1998

Description                                                                          Value
- --------------------------------------------------------------------------------------------
<S>                                                                            <C>          
Wal-Mart Stores                                                                $  33,622,875
Ford Motor                                                                        33,258,750
Johnson & Johnson                                                                 32,646,200
Disney (Walt) Co                                                                  32,103,675
Fannie Mae                                                                        31,906,250
American International Group                                                      31,248,750
Merck & Co                                                                        30,729,806
Hewlett-Packard Co                                                                30,424,700
Procter & Gamble                                                                  30,322,688
Bristol-Myers Squibb                                                              30,216,550

Composition of holdings is subject to change.


</TABLE>
<TABLE>
<CAPTION>
INVESCO Growth Fund, Inc.
Statement of Investment Securities
February 28, 1998
UNAUDITED
- --------------------------------------------------------------------------------------------
                                                            Shares or
                                                            Principal
Description                                                    Amount               Value
- --------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>   
COMMON STOCKS 99.79%
AUTOMOBILES 3.99%
Ford Motor                                                    588,000          $  33,258,750
                                                                                ------------
BANKS 1.02%
BankAmerica Corp                                              109,900              8,517,250
                                                                                ------------
BEVERAGES 3.49%
Coca-Cola Co                                                  424,000             29,123,500
                                                                                ------------
CHEMICALS 3.54%
du Pont (E I) de Nemours+                                     482,000             29,552,625
                                                                                ------------
COMPUTER RELATED 11.58%
HNC Software*                                                 218,130              7,770,881
Hewlett-Packard Co                                            454,100             30,424,700
International Business Machines                               272,500             28,459,219
Microsoft Corp*                                               352,900             29,908,275
                                                                                ------------
                                                                                  96,563,075
                                                                                ------------
ELECTRICAL EQUIPMENT 3.58%
General Electric                                              384,000             29,856,000
                                                                                ------------
<PAGE>

ELECTRONICS --
   SEMICONDUCTOR 6.01%
Altera Corp*                                                  188,460              8,127,337
Intel Corp                                                    326,800             29,309,875
Maxim Integrated Products*                                    315,100             12,722,163
                                                                                ------------
                                                                                  50,159,375
                                                                                ------------
ENTERTAINMENT 3.85%
Disney (Walt) Co                                              286,800           $ 32,103,675
                                                                                ------------
FINANCIAL 3.83%
Fannie Mae                                                    500,000             31,906,250
                                                                                ------------
HEALTH CARE DRUGS --
   PHARMACEUTICALS 18.09%
Bristol-Myers Squibb                                          301,600             30,216,550
Johnson & Johnson                                             432,400             32,646,200
Lilly (Eli) & Co                                              412,600             27,154,238
Merck & Co                                                    240,900             30,729,806
Pfizer Inc                                                    341,000             30,178,500
                                                                                ------------
                                                                                 150,925,294
                                                                                ------------
HOUSEHOLD PRODUCTS 4.62%
Colgate-Palmolive Co                                          101,600              8,248,650
Procter & Gamble                                              357,000             30,322,688
                                                                                ------------
                                                                                  38,571,338
                                                                                ------------
INSURANCE 7.29%
American International Group                                  260,000             31,248,750
Travelers Group                                               530,000             29,547,500
                                                                                ------------
                                                                                  60,796,250
                                                                                ------------
LEISURE TIME 0.80%
International Game Technology                                 274,600              6,659,050
                                                                                ------------
OIL & GAS RELATED 8.54%
Exxon Corp                                                    467,900             29,887,112
Royal Dutch Petroleum New 
   York Registry 1.25 Gldr  Shrs                              527,400             28,644,413
Schlumberger Ltd                                              168,700             12,715,763
                                                                                ------------
                                                                                  71,247,288
                                                                                ------------
RETAIL 4.03%
Wal-Mart Stores                                               726,000             33,622,875
                                                                                ------------
SERVICES 0.99%
Cendant Corp*                                                 219,200              8,220,000
                                                                                ------------
TELECOMMUNICATIONS --
   LONG DISTANCE 4.38%
AT&T Corp                                                     467,500             28,459,062
WorldCom Inc*                                                 211,500              8,076,656
                                                                                ------------
                                                                                  36,535,718
                                                                                ------------
TELEPHONE 6.89%
Bell Atlantic                                                 312,000             28,002,000
SBC Communications                                            390,000             29,493,750
                                                                                ------------
                                                                                  57,495,750
                                                                                ------------
TOBACCO 3.27%
Philip Morris                                                 628,000             27,278,750
                                                                                ------------
TOTAL COMMON STOCKS
   (Cost $707,376,584)                                                           832,392,813
                                                                                ------------
<PAGE>

SHORT-TERM INVESTMENTS --
   COMMERCIAL PAPER 0.21%
FINANCIAL 0.21%
Associates Corp of North America
   5.673%, 3/2/1998
   (Cost $1,760,000)                                      $ 1,760,000              1,760,000
                                                                                ------------
TOTAL INVESTMENT  
 SECURITIES AT VALUE  100.00%  
 (Cost $709,136,584)  
 (Cost for Income Tax Purposes
 $711,158,475)                                                                  $834,152,813
                                                                                ============
</TABLE>
<TABLE>
<CAPTION>

CALL OPTIONS
- --------------------------------------------------------------------------------------------
                      Number of     Expiration           Exercise     Premium         Market
                      Contracts     Date                 Price        Received        Value
- --------------------------------------------------------------------------------------------
<S>                <C>           <C>                  <C>          <C>           <C>           
Call Option on
   du Pont (EI)
   de Nemours          1,000        4/18/1998             $55         $409,486      $675,000

   +  Security has been designated as collateral for call options.

   *  Security is non-income producing.

See Notes to Financial Statements
</TABLE>


<PAGE>


INVESCO Growth Fund, Inc.
Statement of Assets and Liabilities
February 28, 1998
UNAUDITED


ASSETS

Investment Securities at Value
   (Cost $709,136,584)                                           $   834,152,813
Cash                                                                   3,229,576
Receivables:
   Investment Securities Sold                                         19,084,330
   Fund Shares Sold                                                      764,662
   Dividends and Interest                                              1,078,510
Prepaid Expenses                                                          94,348
                                                                 ---------------
TOTAL ASSETS                                                         858,404,239
                                                                 ---------------
LIABILITIES
Options Written, at Value
   (Premiums Received $409,486)                                          675,000
Payables:
   Distributions to Shareholders                                           7,449
   Investment Securities Purchased                                    24,249,901
   Fund Shares Repurchased                                             4,445,547
Accrued Distribution Expenses                                            149,251
Accrued Expenses                                                          48,684
                                                                 ---------------
TOTAL LIABILITIES                                                     29,575,832
                                                                 ---------------
Net Assets at Value                                              $   828,828,407
                                                                 ===============
NET ASSETS
Paid-in Capital*                                                 $   685,060,949
Accumulated Undistributed Net Investment Income                        1,732,570
Accumulated Undistributed Net Realized Gain
  on Investment Securities and Foreign Currency
   Transactions                                                       17,284,173
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                     124,750,715
                                                                 ---------------
Net Assets at Value                                              $   828,828,407
                                                                 ===============

Net Asset Value, Offering and Redemption
   Price per Share                                                         $5.39
                                                                           =====

*  The Fund has 200  million  authorized  shares of common  stock,  par value of
   $0.01 per share, of which 153,690,703 were outstanding at February 28, 1998.

See Notes to Financial Statements


<PAGE>
INVESCO Growth Fund, Inc.
Statement of Operations
Six Months Ended February 28, 1998
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                        $     5,748,622
Interest                                                                  68,111
   Foreign Taxes Withheld                                               (65,795)
                                                                 ---------------
   TOTAL INCOME                                                        5,750,938
                                                                 ---------------
EXPENSES
Investment Advisory Fees                                               2,141,831
Distribution Expenses                                                    940,756
Transfer Agent Fees                                                      557,732
Administrative Fees                                                       61,445
Custodian Fees and Expenses                                               43,188
Directors' Fees and Expenses                                              29,861
Professional Fees and Expenses                                            32,704
Registration Fees and Expenses                                            55,982
Reports to Shareholders                                                  137,072
Other Expenses                                                            11,679
                                                                 ---------------
   TOTAL EXPENSES                                                      4,012,250
   Fees and Expenses Paid Indirectly                                    (18,660)
                                                                 ---------------
    NET EXPENSES                                                       3,993,590
                                                                 ---------------
NET INVESTMENT INCOME                                                  1,757,348
                                                                 ---------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                  39,191,928
Change in Net Appreciation of:
   Investment Securities and Foreign Currency
     Transactions                                                     87,094,670
   Call Options (See Note 1)                                             265,514
                                                                 ---------------
     Total Net Appreciation                                           87,360,184
                                                                 ---------------
NET GAIN ON INVESTMENT SECURITIES                                    126,552,112
                                                                 ---------------
Net Increase in Net Assets from Operations                       $   128,309,460
                                                                 ===============

See Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
INVESCO Growth Fund, Inc.
Statement of Changes in Net Assets
                                                     Six Months                    Year
                                                        Ended                      Ended
                                                     February 28                 August 31
                                                    -------------               ------------
<S>                                                <C>                      <C> 
                                                        1998                       1997
                                                      UNAUDITED
OPERATIONS
Net Investment Income                                 $ 1,757,348              $  1,584,172
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                        39,191,928               185,903,395
Change in Net Appreciation
   of Investment Securities, Foreign
   Currency Transactions and
   Call Options                                        87,360,184               (23,243,958)
                                                  ---------------               ------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                             128,309,460               164,243,609
                                                  ---------------               ------------
DISTRIBUTIONS TO
   SHAREHOLDERS
Net Investment Income                                           0                (1,500,483)
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                     (187,071,255)              (84,751,427)
                                                   ---------------              ------------
TOTAL DISTRIBUTIONS                                 (187,071,255)              (86,251,910)
                                                   ---------------              ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                         282,403,499               647,469,283
Reinvestment of Distributions                         165,451,154                77,405,695
                                                   --------------               ------------
                                                      447,854,653               724,874,978
Amounts Paid for Repurchases
   of Shares                                        (269,484,906)             (690,372,256)
                                                   ---------------              ------------
NET INCREASE IN NET
   ASSETS FROM FUND SHARE
   TRANSACTIONS                                       178,369,747                34,502,722
                                                   --------------               ------------
Total Increase in Net Assets                          119,607,952               112,494,421
NET ASSETS
Beginning of Period                                   709,220,455               596,726,034
                                                   --------------               ------------
End of Period (Including Accumulated
   Undistributed (Distributions in
   Excess of) Net Investment
   Income of $1,732,570 and
   ($24,778), respectively)                          $828,828,407              $709,220,455
                                                  ===============               ============
- --------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Shares Sold                                            48,900,138               113,639,331
<PAGE>



Shares Issued from Reinvestment
   of Distributions                                    34,043,449                14,903,327
                                                   --------------               ------------
                                                       82,943,587               128,542,658
Shares Repurchased                                   (46,365,062)             (121,110,949)
                                                   --------------               ------------
Net Increase in Fund Shares                            36,578,525                7,431,709
                                                   ==============               ============
See Notes to Financial Statements
</TABLE>

INVESCO Growth Fund, Inc. 
Notes to Financial  Statements 
UNAUDITED 

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.  
      Options are valued at the last sales price on the principal exchange on 
    which the options are traded. If there is no last sales price reported, then
    the bid price will be used. 
      If market quotations or pricing service  valuations are not readily
    available, securities are valued at fair value as determined in good faith 
    by the 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

<PAGE>


    translated into U.S. dollars at the rates of exchange  prevailing when such
    securities  are  acquired.  
B.  OPTIONS - The Fund may write covered call options.  When an option the Fund
    receives a premium and becomes obligated to sell the underlying security 
    at a fixed price, upon exercise of the option. In writing an option, the 
    Fund bears the market risk of an unfavorable change in the price of the 
    security underlying  the written option.  Exercise of an option written by 
    the Fund could result in the Fund selling a security at a price  different  
    from the current market value. All securities covering call options 
    written are held in escrow by the Fund's  custodian.  
      Written option activity for the six months ended February 28, 1998 was as
    follows:  
                                                            Call  Options   
                                                   -----------------------------
                                                       Number        Amount  
                                                     of Options    of Premiums
     ---------------------------------------------------------------------------
     Options  outstanding at August 31, 1997.....          0       $         0 
     Options written ............................      1,000           409,486
     Options closed or expired...................          0                 0
     Options exercised...........................          0                 0
                                                     ---------------------------
     Options outstanding at February 28, 1998....      1,000       $   409,486  
                                                     ===========================

C.  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,
    original issue discount and amortized  premium, is recorded on the accrual
    basis. Cost is determined on the specific identification basis.
       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. 
       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.  The Fund may hold foreign
    currency in anticipation of settling foreign security transactions and not
    for investment purposes.  
D.  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.
   
<PAGE>


      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.
E.  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.
F.  FORWARD FOREIGN CURRENCY CONTRACTS - The Fund enters into short-term forward
    foreign currency contracts in connection with planned purchases or sales of
    securities as a hedge against fluctuations in foreign exchange rates pending
    the settlement of transactions in foreign securities. A forward foreign
    currency contract is an agreement between contracting parties to exchange an
    amount of currency at some future time at an agreed upon rate. These 
    contracts are marked-to-market daily and the related appreciation or 
    depreciation of the contracts is presented in the Statement of Assets and 
    Liabilities.
G.  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, Custodian 
    Fees and 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 six months ended February 28, 1998, Fees and Expenses Paid 
    Indirectly consisted of $18,467 included in Custodian Fees and Expenses and
    $193 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 were made by ITC.  Effective February 4, 1998, such  responsibilities  were
transferred to IFG. 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 $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  provides  for
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of annual average net assets.  For the six
<PAGE>



months ended February 28, 1998, the Fund paid the Distributor $950,133 under the
plan of distribution.  Effective September 29, 1997, INVESCO Distributors, Inc.,
a  wholly  owned  subsidiary  of  IFG,  replaced  IFG as  Distributor.  
NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the six months
ended February 28, 1998, the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were $714,456,133 and $718,757,438,  respectively.  
    There were no purchases or sales of U.S. Government securities.  
NOTE 4 - APPRECIATION AND DEPRECIATION.  At February 28, 1998, the gross 
appreciation of securities in which there was an excess of value over tax cost  
amounted to  $123,980,247  and the gross  depreciation  of  securities in which 
there was an excess of tax cost over value amounted to $985,909,  resulting in 
net appreciation of $122,994,338.
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 are based on an annual rate equal to 40% of the retainer fee at the
time of retirement. 
   Pension expenses for the six months ended February 28, 1998, included in 
Directors' Fees and Expenses in the Statement of Operations  were $7,891.  
Unfunded accrued pension costs of $28,806 and pension liability of $61,496
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 February 28, 1998, there
were no such borrowings.

Other Information

UNAUDITED
On October 28, 1997, a special meeting of the  shareholders of the Fund was held
at which the approval to change the  investment  policy of the Fund to allow the
Fund to utilize  futures  contracts,  options on futures,  puts and calls to the
extent permitted by applicable law was ratified. The votes cast for, against and
abstain were 43,124,780, 14,151,226 and 4,004,904, respectively.





<PAGE>


<TABLE>
<CAPTION>

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

                                                    Six Months
                                                       Ended
                                                   February 28                          Year Ended August 31
                                                   -----------         ----------------------------------------------------
                                                       1998             1997        1996       1995        1994        1993
                                                     UNAUDITED
<S>                                                <C>              <C>        <C>        <C>          <C>         <C>

PER SHARE DATA
Net Asset Value--- Beginning of Period                $ 6.06           $5.44      $ 5.33      $5.34       $5.28       $4.72
                                                      ------           ----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.01            0.01        0.03       0.05        0.03        0.04
Net Gains on Securities
   (Both Realized and
    Unrealized)                                         0.92            1.39        0.95       0.49        0.11        1.00
                                                       -----           ----------------------------------------------------      

Total from Investment Operations                        0.93            1.40        0.98       0.54        0.14        1.04
                                                       -----           ---------------------------------------------------- 
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                   0.00            0.01        0.03       0.05        0.03        0.04
Distributions from Capital Gains                        1.60            0.77        0.84       0.50        0.05        0.44
                                                       -----           ----------------------------------------------------     
Total Distributions                                     1.60            0.78        0.87       0.55        0.08        0.48
                                                      ------           ----------------------------------------------------      
Net Asset Value--- End of Period                      $ 5.39          $ 6.06      $ 5.44     $ 5.33       $5.34       $5.28
                                                      ======           ====================================================
                                                               
TOTAL RETURN                                           18.25%*         28.14%      20.23%     12.05%       2.52%      22.17%

RATIOS
Net Assets --- End of Period ($000 Omitted)          $828,828        $709,220    $596,726   $501,285    $488,411    $483,957
Ratio of Expenses to Average Net Assets                 0.53%*@         1.07%@      1.05%@     1.06%       1.03%       1.04%
Ratio of Net Investment Income to
 Average Net Assets                                     0.23%*          0.22%       0.64%      1.07%       0.47%       0.72%
Portfolio Turnover Rate                                   95%*           286%        207%       111%         63%         77%
Average Commission Rate Paid^^                        $0.0605*        $0.0697     $0.0286         -           -           -

+  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.

^^ 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 for fiscal years beginning September 1, 1995 and thereafter.
</TABLE>

<PAGE>
                                        FAMILY OF FUNDS
                                                                  Newspaper
Fund Name                   Fund Code        Ticker Symbol       Abbreviation
- --------------------------------------------------------------------------------
International
International Growth          49              FSIGX              IntlGr
Emerging Markets              43                *                  *
Asian Growth                  41              IVAGX              AsianGr
Pacific Basin                 54              FPBSX              PcBas
European                      56              FEURX              Europ
European Small Company        37              IVECX              EuroSmCo
Latin American Growth         34              IVSLX              LatinAmGr
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Equity
Growth                        10              FLRFX              Grwth
Dynamics                      20              FIDYX              Dynm
Small Company Growth          60              FIEGX              SmCoGth
Value Equity                  46              FSEQX              ValEq
Small Company Value           74              IDSCX              SmCoVal
S&P 500 Index Fund Class II   23               *                    *
- --------------------------------------------------------------------------------
All-Weather
Industrial Income             15              FIIIX              IndInc
Multi-Asset Allocation        70              IMAAX              MulAstAl
Total Return                  48              FSFLX              TotRtn
Balanced                      71              IMABX              Bal
- --------------------------------------------------------------------------------
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

* 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
Post Office Box 173706
Denver, CO 80217-3706

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

In Denver, 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 a current prospectus.




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