<PAGE> 1
CLASS A AND CLASS B SHARES OF:
AIM BASIC VALUE FUND
(A SERIES PORTFOLIO OF AIM GROWTH SERIES)
Supplement dated January 15, 1999
to the Prospectus dated September 8, 1998
The following table replaces in its entirety the table under the caption
"MANAGEMENT- INVESTMENT MANAGEMENT AND ADMINISTRATION" on page 10 of the
prospectus:
<TABLE>
<CAPTION>
RESPONSIBILITIES BUSINESS EXPERIENCE
NAME/OFFICE FOR THE PORTFOLIO PAST FIVE YEARS
- ----------- ----------------- -------------------
<S> <C> <C>
Bret W. Stanley Portfolio Manager Portfolio Manager for the Portfolio since 1998. He
Houston since 1998 has been associated with AIM and/or its subsidiaries
since 1998 and has been an investment professional
since 1988. From 1994 to 1998, he was Vice President
and portfolio manager with Van Kampen American Capital
Asset Management, Inc. From 1991 to 1994, he was Vice
President, Securities Analyst and portfolio manager
with Gulf Investment Management
Evan G. Harrel Portfolio Manager Portfolio Manager for the Portfolio since 1998. He
Houston since 1998 has been associated with AIM and/or its subsidiaries
since 1998 and has been an investment professional
since 1983. From 1994 to 1998, he was Vice President
of Van Kampen American Capital Asset Management, Inc.
and a portfolio manager of various growth and equity
funds. From 1987 to 1994, he was Vice President
and Principal of Fayez Sarofim & Co.
</TABLE>
