INVESCO GROWTH FUNDS INC
N-30D, 1999-04-29
Previous: INVESCO GROWTH FUNDS INC, NSAR-A, 1999-04-29
Next: FRONTIER OIL CORP /NEW/, 10-Q, 1999-04-29









KNOWLEDGE  DISCIPLINE  SERVICE  CHOICE

YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

INVESCO BLUE CHIP GROWTH FUND

(formerly, INVESCO Growth Fund)



SEMI-

ANNU

AL

INVESCO

SEMIANNUAL REPORT / February 28, 1999

<PAGE>

SHAREHOLDERS IN INVESCO BLUE CHIP GROWTH FUND RECENTLY  RECEIVED  IMPORTANT
PROXY INFORMATION.  PLEASE BE SURE TO READ THE PROXY CAREFULLY AND VOTE PROMPTLY
ON ALL ISSUES.

"WE OFTEN TELL CLIENTS THAT WE ARE  INTERESTED,  NOT IN FINDING STOCKS THAT WILL
GROW FROM $10 PER SHARE TO $15 PER SHARE IN THE NEXT SIX  MONTHS - BUT RATHER IN
FINDING  COMPANIES THAT WILL GROW FROM $10 BILLION IN MARKET  CAPITALIZATION  TO
$100 BILLION." (PAGE 3)


                        BLUE CHIP GROWTH FUND
                        AVERAGE ANNUAL TOTAL RETURN,
                        PERIODS ENDED 2/28/99 (2)

                        6 months                37.22%
                        --------------------------------
                        1 year                  31.62%
                        --------------------------------
                        5 years                 20.65%
                        --------------------------------
                        10 years                18.89%

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the INVESCO Blue Chip 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
      2/28/99.

The line graph  illustrates the value of a $10,000  investment,  plus reinvested
dividends and capital gain distributions,  for the 10-year period ended 2/28/99.
The chart and other total  return  figures  cited  reflect the fund's  operating
expenses,  but the index does not have expenses,  which would,  of course,  have
lowered its  performance.  (Of course,  past  performance  is not a guarantee of
future results.) (1)(2)

We are pleased to announce that Douglas J.  McEldowney has jointed  INVESCO Blue
Chip Growth Fund as  co-manager.  Doug will work with lead manager  Trent May in
directing the portfolio.
<PAGE>

INVESCO     /     Semiannual Report /     February 1999

Your Fund's Performance:  A Report from the Managers
- -----------------------------------------------------


Dear Shareholder:

We are happy to report that the factors behind the strong performance of INVESCO
Blue Chip Growth Fund over the past few years were still in place  during  these
last six months.  Low inflation and interest rates,  accelerating  technological
change, and resilient consumer demand have continued to favor the large, leading
companies in which we primarily  invest.  While the global financial  turmoil of
late  last  summer  certainly  affected  the  fund,  most  investors  eventually
determined it did not fundamentally alter these factors.

Over the six months ended  February  28, 1999,  your shares in INVESCO Blue Chip
Growth Fund rose 37.22%.  This return exceeded that of the S&P 500 Index,  which
gained  30.27% over the same  period.  (Of  course,  past  performance  is not a
guarantee of future results.)(1)(2)

Recently,  much attention has been focused on the  performance of large "growth"
company stocks versus those of "value" companies or small firms. Overall, stocks
of the largest companies have dramatically  outperformed the rest of the market.
In some sense, this has reflected  investors'  concerns over a possible slowdown
in the economy,  which would leave only the largest,  best-performing  companies
with healthy balance sheets.  Indeed,  earnings growth has  increasingly  become
concentrated among the largest  companies.  This attention has also reflected an
increasing  tendency on the part of some to chase  performance  by  investing in
high-flying stocks.

A STABLE SET OF IDEAS
Neither of these explanations accounts for our strategy, of course. Our focus on
large-capitalization  companies  is  long-standing  and premised on a relatively
stable set of ideas about the nature of a strong investment. Indeed, many stocks
have been part of the fund's portfolio for several years. If investing  fashions
change next year, that will not alter the fundamentals of our strategy.

We often tell clients that we are  interested,  not in finding  stocks that will
grow from $10 per share to $15 per share in the next six  months -- but rather
in finding  companies that will grow from $10 billion in market capitalization
to $100 billion over the next three to five years. Of course, we will not always
find them.  And the  markets  may yet again  determine  that even  earnings  and
revenue growth are not enough to justify a given share price.  Yet our long-term
track record,  we believe,  is evidence of the strength of this philosophy.  (Of
course, past performance is not a guarantee of future results.)

A NEW NAME FOR AN OLD STRATEGY
To better  reflect this  approach,  as you may have  noticed,  we have  recently
changed  the name of your fund to INVESCO  Blue Chip  Growth  Fund.  The name is
indicative of our long-standing  commitment to investing in large companies with
established  positions in their  industries,  a commitment  that we believe will
continue to serve shareholders well.

We will look forward to reporting to you again in six months.


/s/ Trent May

Trent E. May
Vice President
<PAGE>

INVESCO     /     Semiannual Report /     January 31, 1999

MOVING FORWARD
- --------------------------------------------------------------------------------

A REVIEW & STRATEGY SESSION WITH TRENT MAY

Fortune RECENTLY  CHARACTERIZED YOU AS A DIVERSIFIED MANAGER WHO IS ENTHUSIASTIC
ABOUT TECHNOLOGY COMPANIES. WHAT'S THE SOURCE OF YOUR OPTIMISM?

I  wouldn't  necessarily  say  that  it  stems  from  any  particular  faith  in
technology,  but rather from a simple  acknowledgement that technology is one of
the leading  growth  sectors of the  economy.  Our  approach  has always been to
identify the growing sectors, learn how the rules are played, and then invest in
the companies that appear best equipped to succeed.

Of course, technology presents its own particular challenges and opportunities.
We're  beginning to look at the  Internet,  for example,  but we know we have to
tread carefully, because we are just learning the rules.

WHAT ARE SOME OF THOSE RULES?
One rule that appears vitally  important is that an Internet  company must enjoy
what we call  "mindspace,"  which you might think of as brand equity.  Consumers
have to possess a strong sense of what the company does and that the firm can be
trusted. For example, we have recently taken advantage of some price weakness in
Amazon.com, the online bookseller, because it enjoys substantial mindspace.

That said, a company like Amazon--as it stands now--cannot be a core position in
our fund.  It does not yet possess the financial  stability of other  technology
companies like Microsoft,  which have dependable,  growing earnings. We consider
Amazon only a potential  growth company,  and we'll pay special  attention to it
going forward because of the heightened downside risks.

SPEAKING OF RISKS,  WHAT  HAZARDS ON THE  INVESTMENT  HORIZON  CONCERN YOU?
Primary among them would be any  substantial and lasting rise in interest rates.
This causes two concerns.  First, growing companies are valuable in part because
of the earnings they promise to deliver in future years.  Inflation and interest
rates serve as means of  discounting  those  future  earnings;  higher  interest
rates,  in other words,  mean that future profits are worth less today.  Second,
growing firms often rely on borrowing to finance their growth.  Higher  interest
rates mean higher debt-servicing costs, which hurt the bottom line.

Let me add,  though,  that the whole market is to some degree reliant on the low
rates we are enjoying.

DO YOU PLAN TO ADJUST YOUR STRATEGY TO AVOID THESE RISKS?
Not  significantly,  and that is a function  of our faith in our core  portfolio
holdings.  Clearly,  if we were "momentum"  investors  trying to make short-term
plays on popular stocks, we would be concerned about getting out while the going
is good.  The  advantage  of holding  industry  leaders  with  solid  positions,
however,  is that they are  likely to be doing  well five or ten years from now.
Interest in them may wane in the short-term,  but we would often view that as an
opportunity to add to our positions.

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

Investors  should  keep in mind  that,  because  the fund is  actively  managed,
holdings will change over time.

FUND MANAGEMENT

TRENT E. MAY, CFA
VICE  PRESIDENT  TRENT E. MAY IS THE LEAD MANAGER OF BLUE CHIP GROWTH  FUND.  HE
RECEIVED A BA FROM THE FLORIDA  INSTITUTE OF TECHNOLOGY  AND AN MBA FROM ROLLINS
COLLEGE.  TRENT BEGAN HIS INVESTMENT CAREER IN 1991, AND JOINED INVESCO IN 1996.
HE IS A  CHARTERED  FINANCIAL  ANALYST.  TRENT IS ASSISTED  BY  CO-MANAGER  DOUG
MCELDOWNEY;  THEY ARE MEMBERS OF THE  INVESCO  GROWTH  TEAM,  WHICH IS HEADED BY
SENIOR VICE PRESIDENT TIMOTHY J. MILLER.
<PAGE>

MARKET HEADLINES: 
SEPTEMBER 1998-FEBRUARY 1999
If the last few months of 1998 were a time of healing for financial markets,  it
was  indeed a  dramatic recovery--at  least for some  indexes.  The  worldwide
financial  crisis set off in the previous summer by the Russian loan default and
other factors persisted through September.  Given October's notorious reputation
in financial  circles,  many feared for the worst as we entered that month.  Yet
beginning in early  October,  investors  began to return to select  domestic and
overseas markets.

Leading the way back were the  Federal  Reserve  Board and other  major  central
banks. A series of interest rate cuts by the banks of most of the industrialized
Western  nations  restored  confidence  and  liquidity  to  the  markets.   Many
large-company  stocks,  led by those in sectors  such as  technology  and health
care,  vaulted back to exceed the highs of the previous spring.  Even some Asian
markets, most notably South Korea, recovered as well.

But had the  markets  truly  healed?  Many  small-company  stocks  continued  to
languish well below their highs. Meanwhile, many foreign markets remained unable
to make a clean break upward. Indeed, after experimenting with a recovery, Latin
American  markets  plunged back to new lows  following  the  currency  crisis in
Brazil.

Other pockets of the market  experienced  nagging pain.  The "flight to quality"
and interest rate cuts helped the prices of low-risk  bonds such as  Treasuries,
but the high-yield  fixed-income  market saw buyers evaporate.  Commodity prices
continued  to slide lower,  which  provided a boon to American  consumers  while
taking a toll on commodity producers such as energy firms.

By the beginning of 1999, however,  most investors' attention was focused on the
remarkable  performance  of large  technology  stocks and other  favored  names.
Continuing strong growth in the United States,  rapid technological  change, and
the remarkable  absence of inflation  appeared an ideal environment for the best
positioned  firms. A cartoon in THE WALL STREET JOURNAL laid out the equation as
many  saw it:  Alan  Greenspan  plus the  personal  computer  equals  continuing
prosperity.

YEAR 2000 COMPUTER ISSUE.
Many  computer  systems in use today may not be able to recognize any date after
December 31, 1999.  If these  systems are not fixed by that date, it is possible
that they could generate erroneous information or fail altogether.  INVESCO has
committed  substantial  resources  in an  effort to make sure that its own major
computer  systems  will  continue to function on and after  January 1, 2000.  Of
course, INVESCO cannot fix systems that are beyond its control. If INVESCO's own
systems,  or the systems of third  parties upon which it relies,  do not perform
properly after December 31, 1999, the Funds could be adversely affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer  failures  affecting  portfolio  investments or
trading  of  securities  beginning  January  1, 2000.  For  example,  improperly
functioning  computer  systems  could  result  in  securities  trade  settlement
problems and liquidity issues,  production  issues for individual  companies and
overall economic uncertainties.  Individual issuers may incur increased costs in
making  their  own  systems  Year  2000  compliant.  The  combination  of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments. At this time, it is
generally  believed  that foreign  issuers,  particularly  those in emerging and
other markets, may be more vulnerable to Year 2000 problems than will be issuers
in the U.S.

(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  THE  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>      

TEN LARGEST COMMON STOCK HOLDINGS

BLUE CHIP GROWTH FUND
FEBRUARY 28, 1999

UNAUDITED


DESCRIPTION                                                 VALUE
- --------------------------------------------------------------------
Microsoft Corp                                          $60,227,148
Citigroup Inc                                            54,044,419
American International Group                             53,723,810
Merck & Co                                               52,310,190
Pfizer Inc                                               50,734,587
Lilly (Eli) & Co                                         49,803,731
Wal-Mart Stores                                          49,691,538
General Electric                                         47,557,153
AT&T Corp                                                46,886,805
Warner-Lambert Co                                        45,822,969

COMPOSITION OF HOLDINGS IS SUBJECT TO CHANGE.

STATEMENT OF INVESTMENT SECURITIES
                
BLUE CHIP GROWTH FUND
FEBRUARY 28, 1999

 %       DESCRIPTION                              SHARES                VALUE

UNAUDITED
100.00  COMMON STOCKS
1.15    AUTOMOBILES
        General Motors                            161,925          $13,368,933
===============================================================================
3.35    BANKS
        BB&T Corp                                 207,535            7,860,388
        BankAmerica Corp                          227,400           14,852,062
        US Bancorp                                506,075           16,352,548
===============================================================================
                                                                    39,064,998
4.72    BEVERAGES
        Coca-Cola Co                              670,200           42,850,912
        PepsiCo Inc                               324,340           12,203,293
===============================================================================
                                                                    55,054,205
2.77    BROADCASTING
        Clear Channel Communications(a)           338,985           20,339,100
        Infinity Broadcasting Class A(a)          504,000           11,970,000
===============================================================================
                                                                    32,309,100


<PAGE>

  %      DESCRIPTION                               SHARES                VALUE

2.20     COMMUNICATIONS -- EQUIPMENT & MANUFACTURING
         Lucent Technologies                      206,400          $20,962,500
         Nokia Corp Sponsored ADR Representing 
          A Shrs                                  34,400             4,665,500
===============================================================================
                                                                    25,628,000
11.61    COMPUTER RELATED
         Cisco Systems(a)                         232,035           22,695,923
         Compaq Computer                          487,865           17,197,241
         Dell Computer(a)                         246,225           19,728,778
         International Business 
          Machines                                 90,550           15,393,500
         Microsoft Corp(a)                        401,180           60,227,148
===============================================================================
                                                                   135,242,590
4.71     ELECTRICAL EQUIPMENT
         General Electric                         474,090           47,557,153
         Solectron Corp(a)                        163,400            7,301,938
===============================================================================
                                                                    54,859,091
5.92     ELECTRONICS -- SEMICONDUCTOR
         Altera Corp(a)                           302,245           14,696,663
         Intel Corp                               243,510           29,205,981
         Maxim Integrated Products(a)             352,775           14,706,308
         Micron Technology(a)                     179,200           10,326,400
===============================================================================
                                                                    68,935,352
1.99     ENTERTAINMENT
         Disney (Walt) Co                         660,275           23,233,427
===============================================================================
0.89     EQUIPMENT -- SEMICONDUCTOR
         Lam Research(a)                          349,000           10,317,312
===============================================================================
6.59     FINANCIAL
         Citigroup Inc                            919,905           54,044,419
         Fannie Mae                               325,630           22,794,100
===============================================================================
                                                                    76,838,519
20.9     HEALTH CARE DRUGS-- PHARMACEUTICALS
         Bristol-Myers Squibb                     356,065           44,841,936
         Lilly (Eli) & Co                         525,980           49,803,731
         Merck & Co                               639,880           52,310,190
         Pfizer Inc                               384,535           50,734,587
         Warner-Lambert Co                        663,500           45,822,969
===============================================================================
                                                                   243,513,413
2.98     HOUSEHOLD PRODUCTS
         Colgate-Palmolive Co                     154,350           13,100,456
         Procter & Gamble                         241,900           21,650,050
===============================================================================
                                                                    34,750,506
4.61     INSURANCE
         American International Group             471,520         $ 53,723,810
===============================================================================
<PAGE>

  %      DESCRIPTION                               SHARES                VALUE

3.74     OIL & GAS RELATED
         Exxon Corp                               472,740           31,466,756
         Royal Dutch Petroleum New York 
          Registry 1.25 Gldr Shrs                 276,530           12,132,754
===============================================================================
                                                                    43,599,510
7.04     RETAIL
         Amazon.com Inc(a)                         64,900            8,315,312
         Dayton Hudson                            194,095           12,143,068
         Home Depot                               199,155           11,887,064
         Wal-Mart Stores                          575,300           49,691,538
===============================================================================
                                                                    82,036,982
3.30     SERVICES
         America Online(a)                        432,540           38,469,026
===============================================================================
5.95     TELECOMMUNICATIONS -- LONG DISTANCE
         AT&T Corp                                570,920           46,886,805
         MCI WorldCom(a)                          272,200           22,456,500
===============================================================================
                                                                    69,343,305
3.61     TELEPHONE
         SBC Communications                       796,580           42,119,168
===============================================================================
1.97     TOBACCO
         Philip Morris                            585,550           22,909,644
===============================================================================
100.00   TOTAL INVESTMENT SECURITIES AT VALUE
         (Cost $883,483,751)
         (Cost for Income Tax Purposes $890,480,675)          $   1,165,316,891
===============================================================================

(a)   Security is non-income producing.

See Notes to Financial Statements

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES

BLUE CHIP GROWTH FUND
FEBRUARY 28, 1999

UNAUDITED

ASSETS
Investment Securities at Value (Cost $883,483,751)             $ 1,165,316,891
Cash                                                                 4,622,003
Receivables:
  Investment Securities Sold                                        15,429,782
  Fund Shares Sold                                                   1,085,842 
  Dividends and Interest                                               956,774
Prepaid Expenses and Other Assets                                      173,640
===============================================================================
TOTAL ASSETS                                                     1,187,584,932
===============================================================================
LIABILITIES
Payables:
  Investment Securities Purchased                                   20,621,838
  Fund Shares Repurchased                                              518,377
Accrued Distribution Expenses                                          231,685
Accrued Expenses and Other Payables                                    130,314
===============================================================================
TOTAL LIABILITIES                                                   21,502,214
===============================================================================
NET ASSETS AT VALUE                                            $ 1,166,082,718
===============================================================================
NET ASSETS
Paid-in Capital(a)                                             $   837,587,213
Accumulated Undistributed Net Investment Income                        458,372
Accumulated Undistributed Net Realized Gain on Investment 
 Securities and Foreign Currency Transactions                       46,203,993
Net Appreciation of Investment Securities                          281,833,140
===============================================================================
NET ASSETS AT VALUE                                            $ 1,166,082,718
===============================================================================
NET ASSET VALUE, Offering and Redemption Price per Share                 $6.52
===============================================================================

(a) The Fund has 200 million  authorized  shares of common  stock,  par value of
    $0.01 per share, of which 178,806,874 were outstanding at February 28, 1999.

See Notes to Financial Statements

<PAGE>

STATEMENT OF OPERATIONS

BLUE CHIP GROWTH FUND
SIX MONTHS ENDED FEBRUARY 28, 1999

UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                           $   5,510,572
Interest                                                  194,364
  Foreign Taxes Withheld                                  (28,124)
===================================================================
  TOTAL INCOME                                          5,676,812
===================================================================
EXPENSES
Investment Advisory Fees                                2,837,564
Distribution Expenses                                   1,303,163
Transfer Agent Fees                                       737,792
Administrative Fees                                        82,317
Custodian Fees and Expenses                                57,804
Directors' Fees and Expenses                               27,868
Professional Fees and Expenses                             30,551
Registration Fees and Expenses                             52,436
Reports to Shareholders                                   125,404
Other Expenses                                             70,459
===================================================================
TOTAL EXPENSES                                          5,325,358  
  Fees and Expenses Paid Indirectly                      (72,147)
===================================================================
   NET EXPENSES                                         5,253,211
===================================================================
NET INVESTMENT INCOME                                     423,601
===================================================================
REALIZED AND UNREALIZED GAIN
  ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities             48,854,516
Change in Net Appreciation of Investment Securities   253,946,728
===================================================================
NET GAIN ON INVESTMENT SECURITIES                     302,801,244
===================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS          $ 303,224,845
===================================================================

See Notes to Financial Statements

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

BLUE CHIP GROWTH FUND

                                               Six Months                 Year
                                                    Ended                Ended
                                              February 28            August 31
- --------------------------------------------------------------------------------
                                                     1999                 1998
                                                UNAUDITED 
OPERATIONS
Net Investment Income                        $    423,601      $     2,968,238
Net Realized Gain on Investment 
 Securities and Foreign Currency 
 Transactions                                  48,854,516          104,101,420
Change in Net Appreciation of 
 Investment Securities                        253,946,728           (9,504,119)
===============================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS    303,224,845           97,565,539
===============================================================================
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                   0           (2,912,112)
Net Realized Gain on Investment 
 Securities and Foreign Currency 
 Transactions                                  (84,852,738)       (187,061,864)
===============================================================================
TOTAL DISTRIBUTIONS                            (84,852,738)       (189,973,976)
===============================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                  627,952,161         547,827,536
Reinvestment of Distributions                   75,202,308         168,012,124
===============================================================================
                                               703,154,469         715,839,660
Amounts Paid for Repurchases of Shares        (503,182,502)       (584,913,034)
===============================================================================
NET INCREASE IN NET ASSETS FROM
  FUND SHARE TRANSACTIONS                      199,971,967         130,926,626
===============================================================================
Total Increase in Net Assets                   418,344,074          38,518,189
NET ASSETS
Beginning of Period                            747,738,644         709,220,455
===============================================================================
End of Period (Including Accumulated 
 Undistributed Net Investment Income 
 of $458,372 and $34,771, respectively)    $ 1,166,082,718     $   747,738,644
===============================================================================

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

FUND SHARE TRANSACTIONS
Shares Sold                                    101,090,863          94,746,511
Shares Issued from Reinvestment 
 of Distributions                               12,450,572          34,540,804
===============================================================================
                                               113,541,435         129,287,315
Shares Repurchased                             (79,857,318)       (101,276,736)
===============================================================================
NET INCREASE IN FUND SHARES                     33,684,117          28,010,579
===============================================================================

See Notes to Financial Statements

<PAGE>

INVESCO  NOTES TO FINANCIAL STATEMENTS--BLUE CHIP GROWTH FUND

UNAUDITED


NOTE 1 --  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.  INVESCO Growth
Funds,  Inc. is  incorporated  in Maryland and  presently  consists of Blue Chip
Growth Fund (the "Fund")  (formerly  known as INVESCO  Growth Fund,  Inc.).  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 under procedures
established 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.

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,  original issue  discount,  and amortized
premium,  is  recorded  on the  accrual  basis.  Income and  expenses on foreign
securities are translated into U.S. dollars at the rates of exchange  prevailing
when accrued. Cost is determined on the specific  identification basis. The cost
of foreign  securities is translated into U.S.  dollars at the rates of exchange
prevailing when such securities are acquired.

<PAGE>

The Fund may have elements of risk due to investments in foreign issuers located
in a specific country. Such investments 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  investment
securities  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.

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.

Investment  income  received  from  foreign  sources  may be  subject to foreign
withholding  taxes.  Dividend  and  interest  income is shown  gross of  foreign
withholding taxes in the accompanying financial statements.

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions to
shareholders are recorded by the Fund on the ex dividend/distribution  date. The
Fund  distributes  net realized  capital gains,  if any, to its  shareholders at
least annually,  if not offset by capital loss carryovers.  Income distributions
and capital gain  distributions  are  determined in  accordance  with income tax
regulations  which may differ from  generally  accepted  accounting  principles.
These differences are primarily due to differing treatments for foreign currency
transactions,  nontaxable  dividends,  net operating  losses and expired capital
loss carryforwards.

E.  EXPENSES -- Under an  agreement  between the Fund and the Fund's  Custodian,
agreed upon  Custodian  Fees and Expenses are reduced by credits  granted by the
Custodian from any temporarily  uninvested cash.  Similarly,  Custodian Fees and
Expenses and  Distribution  Expenses  are reduced by credits  earned by the Fund
from security brokerage  transactions  under a 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, 1999,  Fees and Expenses Paid  Indirectly
consisted  of $57,595  included  in  Custodain  Fees and  Expenses  and  $14,552
included in Distribution Expenses.

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.

A plan  of  distribution  pursuant  to  Rule  12b-1  of  the  Act  provides  for
compensation of marketing and advertising  expenditures to INVESCO Distributors,
Inc.  ("IDI" or the  "Distributor"),  a wholly  owned  subsidiary  of IFG,  to a
maximum of 0.25% of annual average net assets. For the six months ended February
28,  1999,  the  Fund  paid  the  Distributor   $1,225,606  under  the  plan  of
distribution.

<PAGE>

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.

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.

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES. For the six months ended
February 28, 1999,  the  aggregate  cost of purchases and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were $844,869,064 and $730,201,883, respectively.

There were no purchases or sales of U.S. Government securities.

NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At  February  28,  1999,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $289,389,147 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to  $14,552,931,  resulting in net
appreciation of $274,836,216.

NOTE 5 --  TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund's  officers  and
directors are also officers and directors of IFG or IDI.

The Fund has adopted an unfunded  defined  benefit  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 50% of the sum of the
retainer fee at the time of retirement plus the annual meeting fee.

Pension  expenses  for the six months  ended  February  28,  1999,  included  in
Directors'  Fees and  Expenses in the  Statement  of  Operations  were  $10,363.
Unfunded  accrued pension costs of $33,980 and pension  liability of $81,464 are
included  in  Prepaid  Expenses  and  Accrued  Expenses,  respectively,  in  the
Statement of Assets and Liabilities.

The  independent  directors have  contributed to a deferred  compensation  plan,
pursuant to which they have  deferred  receipt of a portion of the  compensation
which they would  otherwise  have been paid as  directors  of  selected  INVESCO
Funds.  The deferred amounts may be invested in the shares of any of the INVESCO
or Treasurer's Series Trust Funds.

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, 1999, there
were no such borrowings.
        
<PAGE>

FINANCIAL HIGHLIGHTS

BLUE CHIP GROWTH FUND
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

                        SIX MONTHS
                             ENDED
                        FEBRUARY 28          YEAR ENDED AUGUST 31
- --------------------------------------------------------------------------------
                              1999     1998    1997     1996     1995     1994
                         UNAUDITED
PER SHARE DATA
Net Asset Value --
  Beginning of Period     $   5.15    $6.06    $5.44    $5.33   $5.34    $5.28
================================================================================
INCOME FROM INVESTMENT
  OPERATIONS

Net Investment Income(a)      0.00     0.02     0.01     0.03    0.05     0.03
Net Gains on Securities
 (Both Realized and 
  Unrealized)                 1.88     0.69     1.39     0.95    0.49     0.11
================================================================================
Total from Investment
  Operations                  1.88     0.71     1.40     0.98    0.54     0.14
================================================================================
LESS DISTRIBUTIONS
Dividends from Net 
 InvestmentIncome(b)          0.00     0.02     0.01     0.03    0.05     0.03
Distributions from 
 Capital Gains                0.51     1.60     0.77     0.84    0.50     0.05
================================================================================
TOTAL DISTRIBUTIONS           0.51     1.62     0.78     0.87    0.55     0.08
================================================================================
Net Asset Value-- 
 End of Period              $ 6.52    $5.15    $6.06    $5.44   $5.33    $5.34
================================================================================

TOTAL RETURN              37.22%(c)   13.42%   28.14%   20.23%  12.05%    2.52%

RATIOS
Net Assets -- End 
 of Period($000 Omitted) 
                       $1,166,083  $747,739  $709,220 $596,726 $501,285 $488,411
Ratio of Expenses to 
 Average Net Assets     0.51%(c)(d) 1.04%(d)  1.07%(d) 1.05%(d)  1.06%    1.03%
Ratio of Net Investment
  Income to Average
  Net Assets               0.04%(c)    0.37%    0.22%    0.64%   1.07%    0.47%
Portfolio Turnover Rate      71%(c)     153%     286%     207%    111%      63%


(a)Net Investment Income aggregated less than $0.01 on a per share basis for the
   six months ended February 28, 1999.

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

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

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

<PAGE>

                            INVESCO FAMILY OF FUNDS


                                                                 Newspaper
Fund Name                     Fund Code        Ticker Symbol   Abbreviation
- ------------------------------------------------------------------------------
INTERNATIONAL
International Blue Chip            09             IIBCX           ItlBlChp
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
- ------------------------------------------------------------------------------
STOCK
Growth & Income                    21             IVGIX           GRI
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             ISPIX           SP500II
- ------------------------------------------------------------------------------
COMBINATION STOCK & BOND
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

* Not yet available

For more complete information, including  management fees, expenses, and risks,
call or write for a free prospectus.  Read it carefully before you invest or 
send money.

<PAGE>

INVESCO

YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)

We're easy to stay in touch with:
Investor Services:  1-800-525-8085
PAL(R), your Personal Account Line: 1-800-424-8085
On the World Wide Web: 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

INVESCO Distributors, Inc.(SM), Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

This information must be preceded or accompanied
by a current prospectus



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission