<PAGE> 1
Class A and Class B Shares of
AIM MID CAP EQUITY FUND
(A SERIES PORTFOLIO OF AIM GROWTH SERIES)
Supplement dated January 4, 1999
to the Prospectus dated September 8, 1998,
as supplemented October 1, 1998 and October 9, 1998
This supplement supersedes and replaces in its entirety the supplement dated
October 9, 1998.
The seventh paragraph under the heading "MANAGEMENT - Investment Management and
Administration" on page 8 of the prospectus should be deleted in its entirety
and replaced with the following:
"The investment professional primarily responsible for the portfolio management
of the Fund is as follows:
<TABLE>
<CAPTION>
RESPONSIBILITIES FOR BUSINESS EXPERIENCE
NAME/OFFICE THE FUND PAST FIVE YEARS
----------- -------------------- -------------------
<S> <C> <C>
Ronald S. Sloan Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is an Investment Officer of AIM Capital.
He has been associated with AIM and/or
its subsidiaries since 1998 and has been
an investment professional since 1971.
From 1993 to 1998, Mr. Sloan was
President of Verissimo Research &
Management, Inc. He was also
Partner/Executive Vice President of Wood
Island Associates, Inc./Siebel Capital
Management, Inc. from 1981 to 1993.
Paul J. Rasplicka Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is Vice President of AIM Capital. He has
been associated with AIM and/or its
subsidiaries since 1998 and has been an
investment professional since 1982. From
1994 to 1998, Mr. Rasplicka was Vice
President and portfolio manager for
INVESCO Trust Company, an affiliate of
AIM. He was also Vice President of Chase
Investment Counsel from 1992 to 1994.
Robert A. Shelton Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is an Investment Officer of AIM Capital.
He has been associated with AIM and/or
its subsidiaries since 1995 and has been
an investment professional since 1991.
Prior to 1995, he was a financial
analyst for CS First Boston."
</TABLE>
<PAGE> 2
Advisor Class of
AIM MID CAP EQUITY FUND
(A SERIES PORTFOLIO OF AIM GROWTH SERIES)
Supplement dated January 4, 1999
to the Prospectus dated September 8, 1998,
as supplemented October 1, 1998, October 9, 1998
and December 21, 1998
This supplement supersedes and replaces in its entirety the supplement dated
October 9, 1998.
The seventh paragraph under the heading "MANAGEMENT - Investment Management and
Administration" on page 8 of the prospectus should be deleted in its entirety
and replaced with the following:
"The investment professional primarily responsible for the portfolio management
of the Fund is as follows:
<TABLE>
<CAPTION>
RESPONSIBILITIES FOR BUSINESS EXPERIENCE
NAME/OFFICE THE FUND PAST FIVE YEARS
----------- -------------------- -------------------
<S> <C> <C>
Ronald S. Sloan Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is an Investment Officer of AIM Capital.
He has been associated with AIM and/or
its subsidiaries since 1998 and has been
an investment professional since 1971.
From 1993 to 1998, Mr. Sloan was
President of Verissimo Research &
Management, Inc. He was also
Partner/Executive Vice President of Wood
Island Associates, Inc./Siebel Capital
Management, Inc. from 1981 to 1993.
Paul J. Rasplicka Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is Vice President of AIM Capital. He has
been associated with AIM and/or its
subsidiaries since 1998 and has been an
investment professional since 1982. From
1994 to 1998, Mr. Rasplicka was Vice
President and portfolio manager for
INVESCO Trust Company, an affiliate of
AIM. He was also Vice President of Chase
Investment Counsel from 1992 to 1994.
Robert A. Shelton Portfolio Manager since Portfolio Manager for the Fund since 1998.
Houston 1998 He is an Investment Officer of AIM Capital.
He has been associated with AIM and/or
its subsidiaries since 1995 and has been
an investment professional since 1991.
Prior to 1995, he was a financial
analyst for CS First Boston."
</TABLE>
