U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
INVESCO Counselor Series Funds, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
2. The name of each series or class of securities for which this Form is
filed (if the form is being filed for all series and classes of securities
of the issuer, check the box but do not list
series or classes): X
3. Investment Company Act File Number: 811-09913
Securities Act File Number: 333-36074
4(a) Last day of fiscal year for which this Form is filed: August 31, 2000
4(b) ____ Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
4(c) ____ Check box if this is the last time the issuer will be filing this
Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities
sold during the fiscal year
pursuant to section 24(f) $59,551,035
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(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $ 198,729
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(iii) Aggregate price of securities
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 1, 1995 that were
not previously used to reduce
registration fees payable to the
Commission $0
--
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] $ 198,729
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<PAGE>
(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item 5(iv)
from item 5(i)] $59,352,306
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(vi) Redemption credits available for use
in future years - if item 5(i) is less
than item 5(iv) [subtract item 5(iv)
from item 5(i)] $0
--
(vii) Multiplier for determining
registration fee (See Instruction C.9) x0.000264
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(viii)Registration fee due [multiply item 5(v)
by item 5(vii)] (enter "0" if no fee is
due): = $15,669.01
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6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:
_______________. If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by the
issuer in future fiscal years, then state that number here: _____________.
7. Interest due - if this Form is being filed more than
90 days after the end of the Issuer's fiscal year
(see instruction D) : +$0
---
8. Total of the amount of the registration fee due
plus any interest due [line 5(viii) plus line 7]: =$15,669.01
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9. Date of the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
_X_ Wire Transfer
___ Mail or other means
<PAGE>
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
INVESCO Counselor Series Funds, Inc.
--INVESCO Advantage Fund
By:/s/ Mark H. Williamson
----------------------
Mark H. Williamson
President
Date: November 20, 2000
