INVESCO DYNAMICS FUND INC /
N-30D, 1995-06-20
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ANNUAL REPORT
April 30, 1995

INVESCO
DYNAMICS
FUND,
INC.

A Smart Choice
For Maximum
Growth Potential


INVESCO FUNDS


<PAGE>



Market Overview                                                         May 1995
     March 1995 marked an important  milestone -- the fourth  anniversary of the
current U.S. economic  expansion.  Over the 12 calendar quarters ended 12/31/94,
Gross  Domestic  Product  grew at an average rate of 3.6%  (annualized  real GDP
tracked  quarterly,  adjusted for inflation).  Growth  accelerated in the latter
half of 1993, and for all of 1994, the GDP advanced 4.1% -- hardly rampant,  but
surprisingly vigorous for a developed market such as the U.S.
      As a result, the Federal Reserve Board became increasingly  concerned over
the potential of reigniting inflation.  Between February 1994 and February 1995,
the  Fed  doubled  short-term  interest  rates,  which  now  stand  at 6%.  This
represents  their attempt to strike a delicate balance _ slowing economic growth
down to a more sustainable 2.5% annual rate, while not triggering a recession.
      The  plan may be  working.  Estimated  GDP for  first  quarter  1995 was a
moderate  2.7% -- a definite  easing from the 5.1%  recorded  for the last three
months of 1994. If sustained,  this  represents  the "soft  landing" the Fed has
been working toward.
      Since  1945,  expansions  have lasted an average of four and a half years.
Furthermore,  according to an old rule of thumb, economists start watching for a
recession (two or more consecutive  quarterly  declines in the GDP) within 18 to
30 months of initial  interest rate increases.  By these two measures,  the U.S.
economy is due to call it a night no later than mid-1996.
      Looking  at the  previous  economic  cycle,  however,  we find a  recovery
beginning  in  November  1982,  followed  by a broad but mild  slow-down  in the
mid-'80s.  The next  recession  began only in July 1990, and lasted a scant nine
months. So deep recession does not inevitably follow expansion.
      Obviously, it's tricky to generalize about anything as complex as economic
cycles. Still, we are clearly in the later stages of the current expansion. That
fact means different  things for different  market  segments.  And there will be
variation within each industry segment, as well.
      Last year's  outstanding  growth in corporate earnings is not likely to be
repeated. While first quarter 1995 earnings gains were impressively robust, over
the longer haul consumer staples and basic materials, in particular, could see a
weakening  in  product  pricing  power _ a weakness  that will lead to  earnings
deceleration.  U.S.  manufacturers,  on the other hand,  have the  potential for
continued  earnings  expansion;   this  is  particularly  true  for  firms  with
significant export business, as recoveries now underway in Europe gain strength.
      Volatility remains the key word. Stock performance was rotational in 1994,
and will probably remain that way _ sector swiftly replacing sector as leader or
laggard of the month
 .
<PAGE>
Performance

                                 Dynamics Fund
                        Average Annualized Total Return*
                                 As of 4/30/95

                         1 year                  13.57%
                         5 years                 18.90%
                        10 years                 14.87%

     For the 12 months ended  4/30/95,  INVESCO  Dynamics  Fund achieved a total
return of 13.57%  compared to the following  indexes:  17.38% for the Standard &
Poor's 500, 15.01% for the OTC/ NASDAQ Composite, 7.22% for the Russell 2000 and
9.77% for the S&P MidCap 400. (Of course, past performance is not a guarantee of
future results.)*
      The  results  are  consistent  with the  performance  of growth  stocks in
general in the past 12 months.  During  the market  rally so far this year,  the
largest  companies  and  blue-chip  stocks  benefited  more as investors  sought
security  in size and  stability.  Meanwhile,  small- to  medium-company  growth
stocks weren't as strong.

Graph:
                       Dynamics Fund 10-Year Total Return
                         vs. S&P 500 and Russell 2000*
     This line graph  illustrates  the value of a $10,000  investment in INVESCO
Dynamics Fund, plus reinvested dividends and capital gain distributions, for the
10-year period ended 4/30/95.

      Among capital appreciation mutual funds,  Dynamics was a strong performer,
finishing its fiscal year up 13.57%,  while the average gain for the 141 capital
appreciation  funds was 8.73%,  according to  independent  fund  analyst  Lipper
Analytical  Services.  (Of course,  past  performance  is no guarantee of future
results.)*
      The fund's  average  annual total return also exceeded  Lipper's  category
average for the five- and 10-year  periods  ended  4/30/95.  For the five years,
Dynamics earned an average annual total return of 18.90%,  versus 11.79% for the
average capital  appreciation  fund. For the 10 years,  Dynamics' average annual
total return was 14.87%,  versus  12.15% for the average fund in this  category.
(Of course, past performance is no guarantee of future results.)*
      The line graph on the  previous  page  illustrates  the value of a $10,000
investment in INVESCO Dynamics Fund, plus reinvested  dividends and capital gain
distributions,   for  the  10-year  period  ended  4/30/95.   (Of  course,  past
performance is no guarantee of future results.)*
      The chart  and  other  total  return  figures  cited  reflect  the  fund's
operating  expenses,  but the  indexes do not have  expenses,  which  would,  of
course, have lowered their performance.

Strategy Summary
      The eight-month period from May through December 1994 was a difficult one,
but we were able to hold losses to a minimum through diversification and a focus
on companies  with positive  earnings.  We targeted  stocks that met or exceeded
consensus  earnings  expectations  and sold  them as the  risk/reward  potential
became unattractive.
      That strategy  positioned the fund to take advantage of the strong economy
and market turn going into 1995.  From 1/1/95 through  4/30/95,  Dynamics was up
11.43%. (Of course, past performance is not a guarantee of future results.)*
      While economic  stability was an important  factor,  overall it was a less
significant  contributor  to  performance  than the presence of  companies  with
growth potential not yet recognized by the market.
     A large part of the fund's  total  return came from select  investments  in
technology,  capital  goods,  industrial,  and  entertainment  stocks.  In those
sectors, we profited from identifying restructured companies with reduced costs,
which were able to deliver positive  earnings  surprises in the first quarter of
1995.


<PAGE>

      As a risk  control  measure,  the fund has  invested  in  somewhat  larger
companies  than we would have chosen a year ago.  That's  because we believe the
downside risk of owning smaller companies currently is much stronger.  We prefer
mid- cap  companies,  meaning  firms  with $500  million to $2 billion in market
capitalization.  The median market  capitalization  of the companies held by the
fund was $1.8  billion as of 4/30/95.  (The median is the point at which half of
the companies are valued higher and half are lower.)
      In  addition to the mid-cap  emphasis,  the choice of sectors  contributed
substantially to the fund's performance as follows:

      Technology. Semiconductor, computer software and computer system companies
were  responsible  for a large share of the fund's total return in the 12 months
ended 4/30/95.  Concluding that technology stocks have seen most of their upside
for the year, we reduced the value of these  holdings in the total  portfolio to
about  25%  from  a  peak  of  34%  six  months  ago.  We  cut  back  on  Aspect
Telecommunications and General Instrument, and purchased Apple Computer and Avid
Technology.

      Capital Goods and  Industrials.  In addition to computer  stocks,  capital
goods and certain agricultural/industrial  companies were exceptional performers
in the last three months, as they reaped the benefits of years of restructuring.
The  combination of lower costs and positive sales growth  produced  significant
earnings surprises for choices such as Pioneer Hi-Bred  International,  American
Freightways, Honeywell Inc., Deere & Co., and Fluor Corp.

     Health  Care.  A year ago, we added to our  exposure to health  maintenance
organizations by taking positions in Humana Inc. and United  Healthcare.  As the
potential in health care dwindled,  we sold Humana and United, and shifted focus
to medical  equipment  and product  companies,  such as Biomet Inc. and Sofamor/
Danek Group.

     Other Sectors.  Energy holdings are about the same portfolio weighting as a
year ago. The emphasis is on faster- growing,  small- to medium-sized  producers
and service companies.
      Financial stocks represent about the same proportion of the portfolio as a
year ago, and are under-weighted

Graph:
                       Portfolio Diversification by Value
     This bar graph reflects the allocation of the Dynamics Fund's  portfolio by
value of net assets in Basic Materials,  Capital Goods & Construction,  Consumer
Cyclical,   Consumer  Staples,   Diversified,   Energy,   Finance,   Technology,
Transportation  & Services,  Utilities,  and Cash & Equivalents  for the periods
ending 4/94, 10/94, and 4/95.

compared to the market as a whole. Our position reflects interest-rate concerns
and a limited number of growth vehicles in this sector.

<PAGE>
Portfolio Characteristics
     The average  price-earnings  ratio of the stocks held by the fund was 16.45
as of 4/30/95,  down from 23.41 a year ago, and closer to the  estimated  market
average P/E ratio of 15.32,  as measured by the  companies of the S&P 500 Index.
The   difference   reflects   our  belief  that  the  best  price   appreciation
opportunities  now  tend to be in  companies  growing  at a rate of 15% to 20% a
year, as opposed to companies with higher growth rates.  These companies tend to
have lower prices relative to earnings.  We believe the risk inherent to some of
the highest growth-rate companies is excessive. (The price-earnings ratio is the
price of one share of stock  divided by the  earnings  per share and is a common
measurement of investor appeal.)
      In an effort to diversify  investments among growing companies  worldwide,
the fund is  increasing  somewhat  its  holdings of foreign  securities  and ADR
holdings,  which now represent  13.73% of total holdings  compared to about 2% a
year ago.  Cash and  equivalents  are at 13% as of 4/30/95 and varied from 7% to
20% over the last 12 months.

Looking Ahead
      The  fund  has   harvested  the  gains  in  the   technology   sector  and
redistributed   the  proceeds   into  a  variety  of   opportunities,   such  as
industrial/agricultural, media, entertainment, and energy.
      In coming  months  we are  likely to see a  slowing  in the  economy,  but
predicting  the exact moment of the shift is  difficult.  Dynamics Fund does not
emphasize  stocks that tend to move up and down with the  economy.  We prefer to
look for  growth  situations  that do well even in a  recession.  Our goal is to
identify the accelerating growth trends and special situations that will deliver
superior results regardless of economic conditions.

Fund Manager
     INVESCO  Dynamics Fund is managed by INVESCO Senior Vice President  Timothy
J. Miller. He received his MBA from the University of Missouri,  and a BSBA from
St. Louis  University.  A 16-year  veteran of the investment  business,  he is a
Chartered  Financial  Analyst.  Mr. Miller joined INVESCO in 1992, and took over
management of Dynamics  Fund at the  beginning of 1994. He also manages  INVESCO
Strategic Leisure  Portfolio.  Mr. Miller is assisted by Amy Selner,  who joined
INVESCO in 1991.  She is a graduate of Creighton  University,  Omaha,  where she
earned a BSBA in finance and marketing.

*Total return assumes  reinvestment of dividends and capital gain  distributions
for the periods indicated.  Investment return and principal value will fluctuate
so that, when redeemed an investor's  shares may be worth more or less than when
purchased.  The S&P 500 is considered  representative  of the performance of the
broad market of common  stocks.  The  OTC/NASDAQ  Composite,  as well as the S&P
MidCap 400 Index, reflect the performance of  medium-capitalization  stocks. The
Russell  2000 Index is a  benchmark  for small- to  medium-cap  stocks.  All are
unmanaged indexes.

<PAGE>

INVESCO Dynamics Fund, Inc.
Ten Largest Common Stock Holdings
April 30,1995

Description                                                 Value
- ---------------------------------------------------------------------
Viacom Inc Class B                                        $12,400,012
Caterpillar Inc                                             8,775,000
Cominco Fertilizers Ltd                                     8,412,392
Hilton Hotels                                               8,401,250
Deere & Co                                                  8,200,000
Avid Technology                                             8,062,500
E-Systems Inc                                               7,984,375
Informix Corp                                               7,875,000
Disney (Walt) Co                                            7,752,500
General Electric                                            7,560,000

Composition of holdings is subject to change.



<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Investment Securities
April 30, 1995

                                                     Shares or
                                                     Principal
Description                                           Amount             Value

COMMON STOCKS 86.38%
AEROSPACE & DEFENSE 1.89%
E-Systems Inch                                       125,000       $ 7,984,375
                                                                 -------------
AGRICULTURAL 1.25%
Pioneer Hi-Bred International                        140,000         5,250,000
                                                                 -------------
BROADCASTING 4.32%
CBS Inch                                              45,000         2,885,625
Television Broadcasts Ltd                            200,000           744,284
Television Broadcasts Ltd ADR+                       575,000         2,139,862
Turner Broadcasting Class B                            2,500            44,688
Viacom Inch Class B*                                 270,300        12,400,012
                                                                 -------------
                                                                    18,214,471
                                                                 -------------
BUILDING & CONSTRUCTION
RELATED 1.83%
Center Construction Products*                        100,000         1,250,000
Fluor Corp                                           125,000         6,437,500
                                                                 -------------
                                                                     7,687,500
                                                                 -------------
CABLE TELEVISION 1.66%
British Sky Broadcasting Group PLC
Sponsored ADR*                                        93,000         2,232,000
Tele-Communications Inch Class A*                    250,000         4,781,250
                                                                 -------------
                                                                     7,013,250
                                                                 -------------
CHEMICALS 4.07%
Cominco Fertilizers Ltd                              275,000         8,412,392
Lawter International                                 200,000         2,750,000
Vigoro Corp                                          150,000         5,981,250
                                                                 -------------
                                                                    17,143,642
                                                                 -------------
COMPUTER LOCAL NETWORKS 2.40%
cisco Systems*                                       120,000         4,785,000
Madge NV*                                             75,000         2,062,500
Novell Inc*                                          150,000         3,262,500
                                                                 -------------
                                                                    10,110,000
                                                                 -------------
<PAGE>

COMPUTER PERIPHERALS
& SUPPLIES 1.43%
Digi International*                                  100,000         2,225,000
Microchip Technology*                                135,000         3,813,750
                                                                 -------------
                                                                     6,038,750
                                                                 -------------
COMPUTER SERVICES 2.77%
Ceridian Corp*                                       150,000         5,175,000
Fiserv Inc*                                          129,500         3,431,750
SPS Transaction Services*                            100,000         3,062,500
                                                                 -------------
                                                                    11,669,250
                                                                 -------------
COMPUTER SOFTWARE 8.28%
Banyan Systems*                                      100,000         1,456,250
Computer Associates International                     70,000         4,506,250
Expert Software*                                      10,000           147,500
Hyperion Software*                                    57,500         2,472,500
Informix Corp*                                       200,000         7,875,000
LEGENT Corp*                                         154,000         4,196,500

Mentor Graphics*                                     150,000         2,531,250
Oracle Systems*                                       60,000         1,830,000
SAP AG                                                 2,400         2,482,819
Spectrum Holobyte*                                   155,000         2,363,750
Structural Dynamics Research*                        100,000         1,212,500
Synopsys Inc*                                         70,000         3,797,500
                                                                 -------------
                                                                    34,871,819
                                                                 -------------
COMPUTER SYSTEMS 1.95%
Apple Computer                                       100,000         3,825,000
Digital Equipment*                                    95,000         4,381,875
                                                                 -------------
                                                                     8,206,875
                                                                 -------------
CONTROL INSTRUMENTS 1.07%
Elsag Bailey Process Automation NV
ADR*                                                 175,000         4,506,250
                                                                 -------------
DIVERSIFIED COMPANIES 1.79%
General Electric                                     135,000         7,560,000
                                                                 -------------
ELECTRICAL EQUIPMENT 1.59%
General Signal                                        50,000         1,856,250
Honeywell Inc                                        125,000         4,828,125
                                                                 -------------
                                                                     6,684,375
                                                                 -------------
ELECTRONICS 4.04%
LSI Logic*                                            75,000         4,996,875
Leitch Technology*                                    40,000           661,417
Loral Corp                                           125,000         5,875,000
Zebra Technologies Class A*                          119,600         5,486,650
                                                                 -------------
                                                                    17,019,942
                                                                 -------------

<PAGE>

FINANCE RELATED 1.00%
Block (H & R) Inc                                    100,000         4,212,500
                                                                 -------------
HEALTH CARE FACILITIES 1.06%
Columbia/HCA Healthcare                               75,000         3,150,000
Physician Corp of America*                            26,000           464,750
Regency Health Services*                              69,400           850,150
                                                                 -------------
                                                                     4,464,900
                                                                 -------------
HOTELS 2.90%
Hilton Hotels                                        110,000         8,401,250
Hospitality Franchise System*                        125,000         3,796,875
                                                                 -------------
                                                                    12,198,125
                                                                 -------------
INSURANCE 0.61 %
Mid Ocean Ltd                                         90,000         2,576,250
                                                                 -------------
MACHINERY 5.78%
Caterpillar Inc                                      150,000         8,775,000
Deere & Co                                           100,000         8,200,000
Varity Corp*                                         175,000         7,393,750
                                                                 -------------
                                                                    24,368,750
                                                                 -------------
MEDICAL RELATED X 98%
Biomet Inc*                                          250,000         4,375,000
Caremark International                               225,000         3,937,500
Safamor/Danek Group*                                 175,000         4,243,750
                                                                 -------------
                                                                    12,556,250
                                                                 -------------
MEDICAL RELATED--DRUGS 1.45%
Circa Pharmaceuticals*                               250,000         6,093,750
                                                                 -------------
MOTION PICTURES & TELEVISION 1.91%
Avid Technology*                                    200,000          8,062,500
                                                                 -------------
OIL & GAS RELATED 5,71%
Columbia Gas System*                                 100,000         2,950,000
Devon Energy                                        200,000          4,150,000
Petroleum Geo-Services A/S
   Sponsored ADR*                                   200,000          5,462,500
Schlumberger Ltd                                    100,000          6,287,500
Tejas Gas*                                           75,000          3,590,625
Union Texas Petroleum Holdings                       75,000          1,603,125
                                                                 -------------
                                                                    24,043,750
                                                                 -------------

<PAGE>

PUBLISHING 1.49%
Time Warner                                          100,000         3,662,500
Valassis Communications*                            150,000          2,625,000
                                                                 -------------
                                                                     6,287,500
                                                                 -------------
REAL ESTATE RELATED 0.13%
Hopewell Holdings                                    750,000           533,016
                                                                 -------------
RECREATION SERVICES  2.65%
Disney (Walt) Co                                     140,000         7,752,500
Gaylord Entertainment Class A                       145,000          3,425,625
                                                                 -------------
                                                                    11,178,125
                                                                 -------------
RETAIL 7.20%
AnnTaylor Stores*                                    143,400         3,602,925
Gymboree Corp*                                       175,000         4,112,500
Limited Inc                                          125,000         2,671,875
Melville Carp                                        150,000         5,362,500
Nine West Group*                                     125,000         4,062,500
Rite-Aid Corp                                        250,000         5,812,500
Williams-Sonoma Inc*                                 250,000         4,703,125
                                                                 -------------
                                                                    30,327,925
                                                                 -------------
TELECOMMUNICATIONS 10.01%
Aspect Telecommunications*                            75,000         3,131,250
Belden Inc                                           200,000         4,500,000
Cable & Wireless PLC
   Sponsored ADR                                     150,000         2,906,250
DSC Communications*                                  175,000         6,475,000
Ericsson (L M) Telephone ADR
   Representing Class B Shrs                         100,000         6,706,250
General Instrument*                                   50,000         1,706,250
Nokia Corp Sponsored ADR
   Representing Class A Shrs                         100,000         4,100,000
Northern Telecom Ltd                                 150,000         5,456,250
Rogers Cantel Mobile
   Communications Class B*                           100,000         2,390,625
Vodafone Group PLC
   Sponsored ADR                                     150,000         4,781,250
                                                                 -------------
                                                                    42,153,125
                                                                 -------------
TRANSPORTATION 10.01%
American Freightways*                                100,000         2,337,500
Wisconsin Central Transportation*                     45,000         2,567,812
                                                                 -------------
                                                                     4,905,312
                                                                 -------------
TOTAL COMMON STOCKS
(Cost $337,271,900)                                                363,922,277
                                                                 -------------

<PAGE>

PREFERRED STOCKS 0.54%
COMPUTER SOFTWARE 0.54%
SAP AG, Pfd Shrs
   (Cost $1,832,741)                                   2,300         2,279,534
                                                                 -------------
SHORT-TERM INVESTMENTS --
COMMERCIAL PAPER 13.08%
DIVERSIFIED COMPANIES 1.94%
General Electric
   5.850%, 5/5/1995                               $8,162,000         8,162,000
                                                                 -------------
FINANCE RELATED 11.14%
Ford Motor Credit
   5.930%, 5/4/1995                              $11,200,000        11,200,000
   5.930%, 5/5/1995                              $10,000,000        10,000,000
General Electric Capital
   5.900%,5/2/1995                                $7,564,000         7,564,000

Sears Roebuck Acceptance
   5.930%, 5/3/1995                              $18,162,000        18,162,000
                                                                 -------------
                                                                    46,926,000
                                                                 -------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $55,088,000)                                               55,088,000
                                                                 -------------
TOTAL  INVESTMENT  
  SECURITIES AT VALUE  100.00%
  (Cost  $394,192,641)  
  (Cost for Income Tax Purposes
  $394,719,338)                                                   $421,289,811
                                                                 =============

* Security is non-income producing.
+ The following is a restricted security at April 30, 1995:

                                                                      Value as
                                  Acquisition       Acquisition          % of
Security Name                        Dates              Cost         Net Assets
- --------------------------------------------------------------------------------
Television Broadcasts               2/25/94 -
   Ltd. ADR                         3/21/94          $2,111,880         0.51%
                                                                      ========

See Notes to Financial Statements



<PAGE>

INVESCO Dynamics Fund, Inc.
Statement of Assets and Liabilities
April 30, 1995

ASSETS
Investment Securities a Value
   (Cost $394,192,641)                                      $421,289,811
Cash                                                              16,398
Receivables
   Investment Securities Sold                                 12,179,024
   Fund Shares Sold                                            1,014,599
   Dividends and Interest                                        271,271
Prepaid Expenses                                                  58,599
                                                         ---------------
TOTAL ASSETS                                                 434,829,702
                                                         ---------------
LIABILITIES
Payables:
   Distributions to Shareholders                                  26,899
   Investment Securities Purchased                            12,629,445
   Fund Shares Repurchased                                       467,736
Accrued Distribution Expenses                                     83,806
Accrued Expenses and Other Payables                               21,790
                                                         ---------------
TOTAL LIABILITES                                              13,229,676
                                                         ---------------
Net Assets at Value                                         $421,600,026
                                                         ===============

NET ASSETS
Paid-in Capital*                                            $369,266,633
Accumulated Undistributed
   Net Investment Income                                           1,889
Accumulated Undistributed Net Realized
   Gain on Investment Securities                              25,234,334
Net Appreciation of Investment Securities                     27,097,170
                                                         ---------------
Net Assets at Value                                         $421,600,026
                                                         ===============
Net Asset Value, Offering and Redemption
Priced per Share                                                 $ 11.38
                                                                 =======

* The Fund has 100 million  authorized shares of common stock par value of $0.01
per share, of which 37,061,629 were outstanding at April 30, 1995.

See Notes to Financial Statements


<PAGE>

INVESCO Dynamics Fund, Inc.
Statement of Operations
Year Ended April 30, 1995

INVESTMENT INCOME
INCOME
Dividends                                                    $ 2,197,246
Interest                                                       2,957,126
                                                         ---------------
   TOTAL INCOME                                                5,154,372
                                                         ---------------
EXPENSES
Investment Advisory Fees                                       2,012,861
Distribution Expenses                                            841,104
Transfer Agent Fees                                              838,096
Administrative Fees                                               60,466
Custodian Fees and Expenses                                       32,103
Directors' Fees and Expenses                                      26,591
Professional Fees and Expenses                                    35,773
Registration Fees and Expenses                                    88,453
Reports to Shareholders                                          154,133
Other Expenses                                                    12,125
                                                         ---------------
TOTAL EXPENSES                                                 4,101,705
                                                         ---------------
Fees and Expenses Absorbed
   by Investment Adviser                                        (57,150)
                                                         ---------------
   NET EXPENSES                                                4,044,555
                                                         ---------------
NET INVESTMENT INCOME                                          1,109,817
                                                         ---------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                    29,136,854
Change in Net Appreciation
   of Investment Securities                                   15,196,055
                                                         ---------------
NET GAIN ON INVESTMENT SECURITIES                             44,332,909
                                                         ---------------
Net Increase in Net Assets from Operations                   $45,442,726
                                                         ===============

See Notes to Financial Statements


<PAGE>

INVESCO Dynamics Fund, Inc.
Statement of Changes in Net Assets
                                                       Year Ended April 30
                                                   --------------------------
                                                       1995            1994

OPERATIONS
Net Investment Income (Loss)                     $ 1,109,817     $ (1,077,797)
Net Realized Gain on
   Investment Securities                          29,136,854        64,705,395
Change in Net Appreciation
   (Depreciation) of
   Investment Securities                          15,196,055      (22,704,914)
                                                ------------     -------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                45,442,726        40,922,684
                                                ------------     -------------
DISTRIBUTIONS TO
   SHAREHOLDERS
Net Investment Income                            (1,107,928)                 0
Net Realized Gain on Investment
   Securities                                    (3,485,672)      (63,542,200)
                                                ------------     -------------
TOTAL DISTRIBUTIONS                              (4,593,600)      (63,542,200)
                                                ------------     -------------
FUND SHARE
   TRANSACTIONS
Proceeds from Sale of Shares                     527,496,500       565,152,853
Reinvestment of Distributions                      4,474,773        61,444,073
                                                ------------     -------------
                                                 531,971,273       626,596,926
Amounts Paid for Repurchases
   of Shares                                   (438,513,747)     (547,784,307)
                                                ------------     -------------
NET INCREASE IN NET
   ASSETS FROM FUND
   SHARE TRANSACTIONS                             93,457,526        78,812,619
                                                ------------     -------------
Total Increase in Net Assets                     134,306,652        56,193,103
NET ASSETS
Beginning of Period                              287,293,374       231,100,271
                                                ------------     -------------
End of Period (Including
   Accumulated Undistributed
   Net Investment Income of
   $1,889 and $0, respectively)                 $421,600,026      $287,293,374
                                                ============     =============


FUND SHARE
   TRANSACTIONS
Shares Sold                                       50,821,354        44,831,215
Shares Issued from Reinvestment
   of Distributions                                  426,507         5,811,559
                                                ------------     -------------
                                                  51,247,861        50,642,774
Shares Repurchased                              (42,496,240)      (43,551,409)
                                                ------------     -------------
Net Increase in Fund Shares                        8,751,621         7,091,365
                                                ============     =============

See Notes to Financial Statements


<PAGE>

INVESCO Dynamics Fund, Inc.
Notes to Financial Statements
NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICES. INVESCO Dynamics
Fund,  Inc.  (the  "Fund"),  a Maryland  Corporation,  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.
A.    SECURITY VALUATION -- Equity securities traded on national securities 
      exchanges or in the over-the-counter  market  are  valued at the last sale
      price in the market where such  securities are primarily  traded.  If last
      sale 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.
            If market  quotations or pricing service  valuations are not readily
      available, securities are valued at fair value as determined in good faith
      by the Fund's  board of  directors.  Restricted  securities  are valued in
      accordance with 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,  or at market
      value if maturity is greater than 60 days.
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. Interest income, which may be comprised
      of stated  coupon rate,  market  discount and original  issue  discount is
      recorded  on the  accrual  basis.  Cost  is  determined  on  the  specific
      identification basis.
            Restricted  securities  held by the Fund may not be sold  except  in
      exempt   transactions  or  in  a  public  offering  registered  under  the
      Securities  Act of  1933.  The risk of  investing  in such  securities  is
      generally  greater than the risk of investing in the  securities of widely
      held,  publicly traded  companies.  Lack of a secondary  market and resale
      restrictions may result in the inability of the Fund to sell a security at
      a fair price and may  substantially  delay the sale of the security  which
      the Fund seeks to sell. In addition,  these securities may exhibit greater
      price volatility than securities for which secondary markets exist.
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.
            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.  Of the
      ordinary income distributions declared for the year ended April 30, 1995,
      60.20%  qualified for the  dividends  received deduction available to the 
      Fund's corporate shareholders.

<PAGE>

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 nontaxable dividends, net operating 
      losses, expiring capital loss carry forwards and deferral of wash sales.  
      As of April 30, 1995, there were no such differences.
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% of 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 are made by lTC.
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  $14.00  per
shareholder  account, or per participant in an omnibus account. 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
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum  of 0.25% of annual  average  net  assets.  Amounts
accrued  by the Fund are  available  to  reimburse  the  Distributor  for actual
expenditures  incurred within a rolling  twelve-month period. For the year ended
April 30, 1995,  the Fund paid the  Distributor  $813,823 for  reimbursement  of
expenses incurred.
      IFG has voluntarily agreed, in some instances,  to absorb certain fees and
expenses incurred by the Fund commencing  September 1,1994.  NOTE 3 -- PURCHASES
AND SALES OF  INVESTMENT  SECURITIES.  For the year ended  April 30,  1995,  the
aggregate  cost of purchases and proceeds  from sales of  investment  securities
(excluding  all U.S.  Government  securities  and  short-term  securities)  were
$573,344,721 and $497,850,529, respectively.
      There were no purchases or sales of U.S. Government securities. 

<PAGE>

NOTE 4 -- APPRECIATION  AND  DEPRECIATION. 
     At April 30, 1995, the gross  appreciation of securities in which there was
an  excess  of value  over tax  cost  amounted  to  $35,209,328,  and the  gross
depreciation  of  securities in which there was an excess of tax cost over value
amounted to $8,638,855, resulting in net appreciation of $26,570,473.
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  noncontributory  defined benefit pension
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 25% of the  retainer fee at
the time of  retirement  Pension  expenses  for the year ended  April 30,  1995,
included in Directors'  Fees and Expenses in the  Statement of  Operations  were
$6,533.  Prepaid  pension  costs of $12,813 and  accrued  pension  liability  of
$19,346 are included in prepaid expenses and accrued expenses,  respectively, in
the Statement of Assets and Liabilities.


<PAGE>



INVESCO Dynamics Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>

                                                                        Year Ended April 30
<CAPTION>
<S>                                                 <C>         <C>         <C>         <C>         <C>
                                                  ----------------------------------------------------------
                                                        1995        1994        1993        1992        1991
PER SHARE DATA
Net Asset Value -- Beginning of Period                $10.15      $10.89      $ 9.57      $ 8.50       $7.39
                                                  ----------  ----------  ----------  ----------  ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                            0.03      (0.02)      (0.03)      (0.02)        0.05
Net Gain on Securities
   (Both Realized and Unrealized)                       1.34        1.99        1.64        2.05        1.64
                                                  ----------  ----------  ----------  ----------  ----------
Total from Investment Operations                        1.37        1.97        1.61        2.03        1.69
                                                  ----------  ----------  ----------  ----------  ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.03        0.00        0.00        0.00        0.05
Distributions from Capital Gains                        0.11        2.71        0.29        0.96        0.53
                                                  ----------  ----------  ----------  ----------  ----------
Total Distributions                                     0.14        2.71        0.29        0.96        0.58
                                                  ----------  ----------  ----------  ----------  ----------
Net Asset Value -- End of Period                      $11.38      $10.15      $10.89       $9.57       $8.50
                                                  ==========  ==========  ==========  ==========  ==========
TOTAL RETURN                                          13.57%      17.86%      16.80%      23.47%      23.11%

RATIOS
Net Assets -- End of Period ($000 Omitted)          $421,600    $287,293    $231,100    $153,956    $100,860
Ratio of Expenses to Average Net Assets#               1.20%       1.17%       1.20%       1.18%       1.15%
Ratio of Net Investment Income (Loss)
   to Average Net Assets#                              0.33%     (0.37%)     (0.38%)     (0.17%)       0.59%
Portfolio Turnover Rate                                 176%        169%        144%        174%        243%

<FN>

# Various  expenses  of the Fund were  voluntarily  absorbed by IFG for the year
ended April 30, 1995. If such expenses had not been voluntarily absorbed,  ratio
of  expenses  to  average  net  assets  would  have been  1.22% and ratio of net
investment income to average net assets would have been 0.31%.
</FN>
</TABLE>

<PAGE>

Report of Independent Accountants

To the Board of Directors and Shareholders of
INVESCO Dynamics Fund, Inc.

In our opinion, the accompanying statements of assets and liabilities, including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial  position of INVESCO Dynamics Fund, Inc. (the
"Fund")  at April 30,  1995,  the  results of its  operations  for the year then
ended,  the  changes  in its net  assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended, in conformity with generally accepted accounting  principles.  These
financial  statements  and  financial  highlights   (hereafter  referred  to  as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits,  which included  confirmation of securities at April
30, 1995 by correspondence with the custodian and the application of alternative
auditing  procedures for unsettled security  transactions,  provide a reasonable
basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Denver, Colorado
May 24, 1995

<PAGE>

INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,

Call toll-free: 1-800-525-8085

To reach PAL, your 24-hour Personal Account Line, call:

1-800-4248085

Or write to:
INVESCO Funds Croup, Inc., Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

This information must be preceded or accompanied by an effective prospectus



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