INVESCO DYNAMICS FUND INC /
N-30D, 1996-12-20
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SEMIANNUAL REPORT

October 31, 1996

INVESCO
DYNAMICS
FUND,
INC.

A Smart Choice
For Seeking Maximum
Growth Potential

INVESCO FUNDS


<PAGE>



Market Overview                                                    November 1996
     Overheating  -- or headed into a recession?  That's the  question  analysts
have posed all year about the U.S. economy.
     During the third  quarter of 1996, growth moderated to a "normal/dull" 
level of 2.2%.  Representing a slowdown from the second quarter's  relatively
torrid pace of 4.7%,  the current level of economic expansion should be moderate
enough to stave off inflation fears. The rate of increase in wages,  benefits,
and prices for consumer and industrial goods has not accelerated over the past
12 months; the Consumer Price Index will likely  end  1996 up an annualized rate
of about 3.0% -- in line with the historical average.
      The moderate inflation level represents a positive factor for the economy.
At the same time,  though,  the  longevity of the current  expansion -- over six
years -- remains a cause for concern; the post-World War II average is only four
and a half  years.  Negative  growth  hasn't  been  experienced  since the first
quarter of 1993. If the growth rate again approaches 5%, many economists  expect
the Federal Reserve Board to launch a preemptive strike against inflation,  with
the concomitant danger of cutting the expansion short.
      In mid-autumn,  concern about the Fed and the national  elections caused a
modest  pullback in equity markets.  Since then,  with the political  status quo
generally  maintained  vis-a-vis the  president  and  Congress,  and the economy
slowing on its own, the S&P 500 resumed its upward hike.
      1997 is a  post-presidential  election  year,  when the stock  market  has
typically dropped, and volatility may well continue.  Currently,  valuations for
many individual stocks appear high. Moderate action from the Fed over the winter
- -- an increase of .25% in  short-term  interest  rates,  for example -- might be
interpreted  by  investors  in a  positive  light,  with  a  subsequent  calming
influence on price swings. Conversely,  heavy-handed measures could be viewed as
likely to trigger a recession, with negative consequences for corporate earnings
estimates -- and stock prices.

INVESCO Dynamics Fund

                            INVESCO Dynamics Fund
                         Average Annual Total Return
                              as of 10/31/96(1)

                    1 year                             20.64%
                    -----------------------------------------
                    5 years                            17.74%
                    -----------------------------------------
                    10 years                           15.97%
                    -----------------------------------------

      According to independent fund analyst Lipper Analytical Services, Dynamics
Fund ranked #9 of 55 capital  appreciation  funds for the 10-year  period  ended
10/31/96.  Over the five-year  period,  the fund was ranked #11 of 81 funds, and
for the one-year period, #58 of 184 funds.(3)


<PAGE>



     For the ten months ended 10/31/96,  INVESCO  Dynamics Fund achieved a total
return of 14.73%,  compared to the S&P 500,  which had a total return of 16.63%,
and the S&P MidCap 400,  which had a total  return of 12.70%.  (Of course,  past
performance does not guarantee future results.)(1),(2)
     Over the past six  months,  investors  have  become  more  concerned  about
companies' ability to sustain earnings growth. As a result,  high quality growth
names have experienced  relatively strong price appreciation.  Dynamics Fund has
core investments in this type of stock,  particularly in the consumer growth and
technology  industries,  enabling us to participate in the market advance. While
the July correction hit the retail and technology areas hard, we have maintained
the fund's overweightings in anticipation of a longer-term rebound.

Graph:      Dynamics Fund 10-Year Total Return
            vs. S&P 500

      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 10/31/96.

      The line graph on page one illustrates  the value of a $10,000  investment
in  INVESCO   Dynamics  Fund,  plus   reinvested   dividends  and  capital  gain
distributions, for the ten-year period ended 10/31/96. 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.(1),(2)

Strategic Summary
      In pursuing its objective of long-term capital appreciation, Dynamics Fund
utilizes a  two-pronged  strategy.  The fund's core  investments  are  primarily
classic growth stocks in technology, consumer growth, and health care, typically
comprising 40% to 60% of assets. In an "outer ring" are more aggressive holdings
which we expect to hold for a shorter  time  period,  seeking  to  benefit  from
trends which will lead to rapid sales and earnings growth.
      Standout  performers among our technology  holdings include Cisco Systems,
Cognos  Inc,  and   Microsoft   Corp.  We  remain   unenthusiastic   about  most
Internet-related companies,  preferring to focus on computer local networks such
as 3Com Corp, as well as  entertainment  software firms such as Electronic  Arts
and Midway Games.
      The health care area has been somewhat  less  rewarding of late. We closed
positions  in  several  companies,   in  favor  of  a  heightened  weighting  in
biotechnology  firms such as Biogen Inc and Gilead  Sciences.  Stock prices have
been sparked by a good flow of information on positive clinical trials.
      Our non-core  holdings include  retail-focused  companies such as American
Stores,  Finish  Line,  Liz  Claiborne,  NIKE Inc,  and Rite Aid.  For  selected
department and specialty stores,  in particular,  the near-term outlook is good,
given  predictions  of a  relatively  strong  holiday  season and the  continued
potential for teen apparel and footwear.


<PAGE>



      At the time of our annual report dated 4/30/96,  we had temporarily  built
up our weighting in energy companies. Overall, this strategy has worked well due
to advances in exploration,  which increases their odds of identifying promising
wells,  while lowering costs.  Over the past six months, we took profits in some
of these companies and purchased  several new names,  including Nuevo Energy and
Flores & Rucks.
      Our foray into  agriculture-related  equities fared less well; late in the
spring, we closed our positions in these stocks.

Fund Management
     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.  Before joining INVESCO in 1992, Tim was an analyst
and portfolio manager with Mississippi Valley Advisors.

(1)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.
(2)The S&P 500 is an unmanaged index of common stocks considered  representative
of the  performance  of the broad U.S.  stock  market.  The S&P MidCap 400 is an
unmanaged  index  indicative  of  domestic   mid-capitalization   stock  prices.
(3)Rankings provided by Lipper Analytical Services, an independent fund analyst,
are based upon total return performance unadjusted for commissions.



<PAGE>



INVESCO Dynamics Fund, Inc.
Ten Largest Common Stock Holdings
October 31, 1996

Description                                                        Value
- ------------------------------------------------------------------------
Toys "R" Us                                                  $30,487,500
Fluor Corp                                                    26,200,000
Liz Claiborne                                                 25,045,800
Electronic Arts                                               24,375,000
Vons Cos                                                      24,254,250
Computer Associates International                             23,650,000
Oracle Corp                                                   21,156,250
Finish Line Class A                                           19,928,250
Microsoft Corp                                                18,528,750
NIKE Inc Class B                                              17,662,500

Composition of holdings is subject to change.




<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Investment Securities
October 31, 1996
UNAUDITED

                                         Country      Shares or
                                         Code if      Principal
                                          Non US         Amount          Value
- ------------------------------------------------------------------------------

COMMON STOCKS 95.27%
AUDIO/VIDEO RELATED 0.73%
Granada Group PLC                             UK        425,000     $6,121,359
                                                                   -----------
BANKING 1.53%
Banc One                                                300,000     12,712,500
                                                                   -----------
BIOTECHNOLOGY 2.40%
Biogen Inc*                                             100,000      7,450,000
Gilead Sciences*                                        300,000      7,012,500
Human Genome Sciences*                                   40,000      1,460,000
INCYTE Pharmaceuticals*                                 100,000      4,050,000
                                                                   -----------
                                                                    19,972,500
                                                                   -----------
BUILDING & CONSTRUCTION
   RELATED 3.15%
Fluor Corp                                              400,000     26,200,000
                                                                   -----------
BUSINESS & COMMERCIAL
   SERVICES 2.06%
CUC International*                                      700,000     17,150,000
                                                                   -----------
CABLE TELEVISION 1.71%
Cox Communications Class A*                             350,000      6,475,000
Tele-Communications Inc -
   Liberty Media Group Series A*                        300,000      7,725,000
                                                                   -----------
                                                                    14,200,000
                                                                   -----------
CHEMICALS 1.62%
Agrium Inc                                    CA      1,007,700     13,477,987
                                                                   -----------
COMPUTER LOCAL NETWORKS 3.07%
3Com Corp*                                              250,000     16,906,250
Cisco Systems*                                          140,000      8,662,500
                                                                   -----------
                                                                    25,568,750
                                                                   -----------
COMPUTER SOFTWARE 16.45%
CAP Gemini Sogeti SA*                         FR        200,000      9,749,047
Cognos Inc*                                   CA        300,000      9,412,500
Computer Associates International                       400,000     23,650,000
Electronic Arts*                                        650,000     24,375,000


<PAGE>



Epic Design Technology*                                 100,000      2,450,000
Konami Co Ltd                                 JA        400,000     13,082,496
Microsoft Corp*                                         135,000     18,528,750
Netscape Communications*                                180,000      7,965,000
Oracle Corp*                                            500,000     21,156,250
Square Co Ltd                                 JA        125,000      6,484,100
                                                                   -----------
                                                                   136,853,143
                                                                   -----------
DIVERSIFIED COMPANIES 0.84%
Hutchison Whampoa Ltd                         HK      1,000,000      6,983,712
                                                                   -----------
EDUCATION & TRAINING 0.46%
National Education*                                     234,600      3,812,250
                                                                   -----------
ELECTRONICS 3.66%
Intel Corp                                              100,000     10,987,500
Leitch Technology*                            CA        550,000     11,073,239
Linear Technology                                       250,000      8,375,000
                                                                   -----------
                                                                    30,435,739
                                                                   -----------
ENGINEERING 1.48%
Foster Wheeler                                          300,000     12,300,000
                                                                   -----------
FINANCE RELATED 0.60%
Groupe Axime*                                 FR         47,221      4,964,120
                                                                   -----------
FOOD PRODUCTS & BEVERAGES 0.19%
Redhook Ale Brewery*                                    100,000      1,550,000
                                                                   -----------
GAMING 1.45%
Midway Games*                                           200,000      4,000,000
Trump Hotels & Casino Resorts*                          506,800      8,045,450
                                                                   -----------
                                                                    12,045,450
                                                                   -----------
HOTELS 0.23%
Thistle Hotels PLC
   Sponsored ADR*^                            UK         70,000      1,909,299
                                                                   -----------
MEDICAL PRODUCTS 1.46%
IDEC Pharmaceuticals*                                   300,000      6,487,500
SEQUUS Pharmaceutical*                                  400,000      5,625,000
                                                                   -----------
                                                                    12,112,500
                                                                   -----------
MEDICAL RELATED - DRUGS 5.18%
Astra AB Series B Shrs                        SW        250,000     11,425,125
Glaxo Wellcome PLC
   Sponsored ADR                              UK        450,000     14,175,000
Warner-Lambert Co                                       275,000     17,496,875
                                                                   -----------
                                                                    43,097,000
                                                                   -----------

<PAGE>



METALS & MINING 1.27%
Getchell Gold*                                          100,000      4,450,000
Titanium Metals*                                        200,000      6,150,000
                                                                   -----------
                                                                    10,600,000
                                                                   -----------
MOTION PICTURES & TELEVISION 0.52%
Gaylord Entertainment Class A                           217,612      4,297,837
                                                                   -----------
OIL & GAS RELATED 8.33%
Abacan Resource*                              CA        300,000      2,287,500
Flores & Rucks*                                         201,400      9,516,150
Nuevo Energy*                                           350,000     17,456,250
Reading & Bates                                         300,000      8,625,000
Snyder Oil                                              400,000      6,100,000
Tejas Gas*                                              123,750      5,027,344
USX-Marathon Group                                      350,000      7,656,250
Union Pacific Resources Group                           200,000      5,500,000
United Meridian*                                        151,500      7,139,438
                                                                   -----------
                                                                    69,307,932
                                                                   -----------
PRINTING & PUBLISHING 0.82%
News Corp Ltd ADR                             AS        300,000      6,787,500
                                                                   -----------
REAL ESTATE RELATED 0.96%
Filinvest Development*^                       RP      3,000,000      1,118,730
Starwood Lodging Trust SBI                              153,000      6,885,000
                                                                   -----------
                                                                     8,003,730
                                                                   -----------
RECREATION PRODUCTS 0.44%
WMS Industries*                                         150,000      3,675,000
                                                                   -----------
RETAIL 20.80%
American Stores                                         400,000     16,550,000
Claire's Stores                                         798,000     13,566,000
Finish Line Class A*                                    468,900     19,928,250
Nine West Group*                                        100,000      4,987,500
Price/Costco Inc*                                       750,000     14,906,250
Rite Aid                                                300,000     10,200,000
Saks Holding*                                           160,000      5,600,000
TJX Cos                                                 418,600     16,744,000
Toys "R" Us*                                            900,000     30,487,500
Vons Cos*                                               438,000     24,254,250
Wet Seal Class A*                                       501,500     15,797,250
                                                                   -----------
                                                                   173,021,000
                                                                   -----------
SEMICONDUCTOR EQUIPMENT 0.81%
National Semiconductor*                                 350,000      6,737,500
                                                                   -----------


<PAGE>


TELECOMMUICATIONS 5.00%
MFS Communications*                                     350,000     17,543,750
Newbridge Networks*                           CA        407,800     12,896,675
NEXTEL Communications Class A*                          700,000     11,200,000
                                                                   -----------
                                                                    41,640,425
                                                                   -----------
TEXTILES & APPAREL
   MANUFACTURERS 7.01%
Jones Apparel Group*                                    500,000     15,625,000
Liz Claiborne                                           592,800     25,045,800
NIKE Inc Class B                                        300,000     17,662,500
                                                                   -----------
                                                                    58,333,300
                                                                   -----------
TRANSPORTATION 1.04%
Wisconsin Central
   Transportation*                                      240,000      8,640,000
                                                                   -----------
TOTAL COMMON STOCKS
   (Cost $695,810,367)                                             792,510,533
                                                                   -----------
PREFERRED STOCKS 0.85%
PRINTING & PUBLISHING 0.85%
News Corp Ltd Sponsored ADR
   Representing Ltd Voting
   Pfd Shrs (Cost $7,472,760)                 AS        400,000      7,100,000
                                                                   -----------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 3.88%
FINANCE RELATED 1.27%
Associates Corp of North America
   5.650%, 11/1/1996                                 10,543,000     10,543,000
                                                                   -----------
INVESTMENT BROKERS 2.61%
Merrill Lynch & Co
   5.280%, 11/1/1996                                 21,690,000     21,690,000
                                                                   -----------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $32,233,000)                                                32,233,00
                                                                   -----------
TOTAL INVESTMENT
 SECURITIES AT VALUE 100.00%
  (Cost $735,516,127)
  (Cost for Income Tax Purposes
   $736,230,601)                                                   831,843,533
                                                                   ===========

* Security is non-income producing.

^ The following are restricted securites at October 31, 1996:


<PAGE>


                                                                      Value as
                                     Acquisition    Acquisition           % of
Description                                 Date           Cost     Net Assets
- ------------------------------------------------------------------------------
Filinvest Development                    10/4/95     $1,514,684          0.13%
Thistle Hotels PLC
   Sponsored ADR                         10/2/96      1,861,160           0.23
                                                                   -----------
                                                                         0.36%
                                                                   ===========

Summary of Investments by Country

                                                        % of
                                   Country        Investment
Country                               Code        Securities             Value
- ------------------------------------------------------------------------------
Australia                               AS             1.67%      $13,887,500
Canada                                  CA             5.91        49,147,901
France                                  FR             1.77        14,713,167
Hong Kong                               HK             0.84         6,983,712
Japan                                   JA             2.35        19,566,596
Philippines                             RP             0.14         1,118,730
Sweden                                  SW             1.37        11,425,125
United Kingdom                          UK             2.67        22,205,658
United States                           US            83.28       692,795,144
                                                    -------------------------
                                                     100.00%     $831,843,533
                                                     =========================

See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996
UNAUDITED

ASSETS
Investment Securities at Value
   (Cost $735,516,127)                                      $831,843,533
Cash                                                             357,499
Foreign Currency (Cost $153,854)                                 153,909
Receivables:
   Investment Securities Sold                                 22,127,340
   Fund Shares Sold                                            7,740,820
   Dividends and Interest                                        287,751
Prepaid Expenses and Other Assets                                140,701
                                                         ---------------
TOTAL ASSETS                                                 862,651,553
                                                         ---------------
LIABILITIES
Payables:
   Investment Securities Purchased                            24,395,663
   Fund Shares Repurchased                                     1,573,072
Accrued Distribution Expenses                                    181,202
Depreciation on Forward Foreign
   Currency Contracts                                              9,585
Accrued Expenses                                                  33,111
                                                         ---------------
TOTAL LIABILITIES                                             26,192,633
                                                         ---------------
Net Assets at Value                                         $836,458,920
                                                         ===============
NET ASSETS
Paid-in Capital*                                            $658,359,317
Accumulated Undistributed
   Net Investment Loss                                         (726,656)
Accumulated Undistributed Net
   Realized Gain on Investment
   Securities and Foreign
   Currency Transactions                                      82,500,292
Net Appreciation of Investment
   Securities and Foreign
   Currency Transactions                                      96,325,967
                                                         ---------------
Net Assets at Value                                         $836,458,920
                                                         ===============
Net Asset Value, Offering and
   Redemption Price per Share                                     $14.14
                                                                 =======
* The Fund has 100 million authorized shares of common stock, par value of $0.01
per share, of which 59,159,482 were outstanding at October 31, 1996.

See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
STATEMENT OF OPERATIONS
Six Months Ended October 31, 1996
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                     $2,645,525
Interest                                                       1,168,195
   Foreign Taxes Withheld                                       (98,648)
                                                         ---------------
   TOTAL INCOME                                                3,715,072
                                                         ---------------
EXPENSES
Investment Advisory Fees                                       2,211,722
Distribution Expenses                                            974,509
Transfer Agent Fees                                              913,653
Administrative Fees                                               63,345
Custodian Fees and Expenses                                      122,310
Directors' Fees and Expenses                                      21,087
Professional Fees and Expenses                                    26,455
Registration Fees and Expenses                                    66,573
Reports to Shareholders                                           93,977
Other Expenses                                                     8,318
                                                         ---------------
   TOTAL EXPENSES                                              4,501,949
   Fees and Expenses Paid Indirectly                            (59,791)
                                                         ---------------
   NET EXPENSES                                                4,442,158
                                                         ---------------
NET INVESTMENT LOSS                                            (727,086)
                                                         ---------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                               10,184,245
Change in Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                               14,309,686
                                                         ---------------
NET GAIN ON INVESTMENT SECURITIES                             24,493,931
                                                         ---------------
Net Increase in Net Assets
   from Operations                                           $23,766,845
                                                         ===============

See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
STATEMENT OF CHANGES IN NET ASSETS

                                            Six Months              Year
                                                 Ended             Ended
                                            October 31          April 30
                                        --------------     -------------
                                                  1996              1996
                                             UNAUDITED

OPERATIONS
Net Investment Income (Loss)                $(727,086)          $921,341
Net Realized Gain on Investment
   Securites and Foreign
   Currency Transactions                    10,184,245       123,157,502
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions            14,309,686        54,919,111
                                        --------------     -------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                          23,766,845       178,997,954
                                        --------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                0         (923,230)
In Excess of Net Investment
   Income                                            0          (49,570)
Net Realized Gain on Investment
   Securities                                        0      (76,317,721)
                                        --------------     -------------
TOTAL DISTRIBUTIONS                                  0      (77,290,521)
                                        --------------     -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares              446,266,711       702,306,362
Reinvestment of Distributions                        0        75,476,587
                                        --------------     -------------
                                           446,266,711       777,782,949
                                        --------------     -------------
Amounts Paid for Repurchases
   of Shares                             (411,990,394)     (522,674,650)
                                        --------------     -------------
NET INCREASE IN NET
   ASSETS FROM FUND
   SHARE TRANSACTIONS                       34,276,317       255,108,299
                                        --------------     -------------
Total Increase in Net Assets                58,043,162       356,815,732
NET ASSETS
Beginning of Period                        778,415,758       421,600,026
                                        --------------     -------------
End of Period (Including
   Accumulated Undistributed
   Net Investment Income (Loss)
   of ($726,656) and $430,
   respectively                           $836,458,920      $778,415,758
                                        ==============     =============


<PAGE>




FUND SHARE TRANSACTIONS
Shares Sold                                 32,908,543        54,748,807
Shares Issued from Reinvestment
   of Distributions                                  0         6,109,290
                                        --------------     -------------
                                            32,908,543        60,858,097
Shares Repurchased                        (30,935,514)      (40,733,273)
                                        --------------     -------------
Net Increase in Fund Shares                  1,973,029        20,124,824
                                        ==============     =============

See Notes to Financial Statements



<PAGE>



     INVESCO Dynamics Fund, Inc. NOTES TO FINANCIAL  STATEMENTS UNAUDITED NOTE 1
- - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Dynamics Fund, Inc.
(the "Fund"), was incorporated in Maryland. The investment objective of the Fund
is to seek appreciation of capital.  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 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 at the time of  purchase,  or 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.  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 and original issue discount, is
recorded on the accrual basis. Cost is determined on the specific identification
basis.


<PAGE>



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


<PAGE>



E.    FORWARD FOREIGN CURRENCY CONTRACTS - The Fund enters into short-term 
      forward foreign currency contracts in connection with planned purchases or
      sales of securities as a hedge against fluctuations in foreign exchange
      rates pending the settlement of transactions in foreign securities.  A
      forward foreign currency contract is an agreement between contracting
      parties to exhcnage an amount of currency at some future time at an agreed
      upon rate. These contracts are marked-to-market daily and the related
      appreciation or depreciation of the contracts is presented in the
      Statement of Assets and Liabilities.
F.    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, Other 
      Expenses, which include Pricing Expenses, and Transfer Agent Fees are
      reduced by credits earned by the Fund from security brokerage transactions
      under certain 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  October 31,  1996,  Fees and  Expenses  Paid
      Indirectly consisted of $59,266,  $313 and $212 included in Custodian Fees
      and Expenses, Transfer Agent Fees and Other Expenses, respectively.
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.
      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 ITC. 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  $20.00  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 six


<PAGE>



months  ended  October 31,  1996,  the Fund paid the  Distributor  $945,068  for
reimbursement of expenses  incurred.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
October 31, 1996,  the  aggregate  cost of purchases and proceeds from sales of
investment securities (excluding all U.S. Government securities and short-term
securities) were $715,881,189 and $669,177,244, respectively. There were no
purchases or sales of U.S. Government securities.
NOTE 4 - APPRECIATION AND DEPRECIATION.  At October 31, 1996, the gross 
appreciation of securities in which there was an excess of value over tax
cost amounted to $118,547,774 and the gross  depreciation of securities in which
there was an excess of tax cost over value amounted to $22,934,842, resulting in
net appreciation of $95,612,932. 
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  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 were based on an annual rate equal to 25% of the  retainer  fee at the time
of retirement.  As of July 1, 1996,  benefits are based on an annual rate of 40%
of the  retainer  fee at the time of  retirement.  
   Pension  expenses for the six months ended Octbober 31, 1996,  included in 
Directors' Fees and Expenses in the Statement of Operations  were $3,002.
Unfunded  accrued pension costs of $8,454 and pension  liability of $23,198 are
included in Prepaid  Expenses and Accrued Expenses, respectively, in the
Statement of Assets and  Liabilities.  
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.  For the six months ended
October 31, 1996, there were no such borrowings.



<PAGE>



INVESCO Dynamics Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
                                      Six Months
                                           Ended
                                      October 31                    Year Ended April 30
                                   -------------   -----------------------------------------------------------
                                            1996        1996        1995        1994        1993        1992
                                       UNAUDITED
<S>                                <C>             <C>       <C>         <C>         <C>          <C>
PER SHARE DATA
Net Asset Value -
   Beginning of Period                    $13.61      $11.38      $10.15      $10.89       $9.57       $8.50
                                   -------------   -----------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)                                 (0.01)        0.02        0.03      (0.02)      (0.03)      (0.02)
Net Gain on Securities
   (Both Realized and
   Unrealized)                              0.54        3.94        1.34        1.99        1.64        2.05
                                   -------------   -----------------------------------------------------------
Total from Investment
   Operations                               0.53        3.96        1.37        1.97        1.61        2.03
                                   -------------   -----------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                       0.00        0.02        0.03        0.00        0.00        0.00
Distributions from
   Capital Gains                            0.00        1.71        0.11        2.71        0.29        0.96
                                   -------------   -----------------------------------------------------------
Total Distributions                         0.00        1.73        0.14        2.71        0.29        0.96
                                   -------------   -----------------------------------------------------------
Net Asset Value -
   End of Period                          $14.14      $13.61      $11.38      $10.15      $10.89       $9.57
                                   =============   ===========================================================

TOTAL RETURN                              3.89%*      36.32%      13.57%      17.86%      16.80%      23.47%

RATIOS
Net Assets -End of Period
   ($000 Omitted)                       $836,459    $778,416    $421,600    $287,293    $231,100    $153,956
Ratio of Expenses to
   Average Net Assets#                   0.58%*@      1.14%@       1.20%       1.17%       1.20%       1.18%
Ratio of Net Investment
   Income (Loss) to Average
   Net Assets#                          (0.09%)*       0.16%       0.33%     (0.37%)     (0.38%)     (0.17%)
Portfolio Turnover Rate                     91%*        196%        176%        169%        144%        174%
Average Commission
   Rate Paid^^                          $0.0967*           -           -           -           -           -
</TABLE>


<PAGE>


+ Distributions in excess of net investment  income for the year ended April 30,
1996, aggregated less than $0.01 on a per share basis.

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

# 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%.

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

^^ The average  commission rate paid is the total brokerage  commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.


<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 (R), your 24-hour Personal Account
Line call: 1-800-424-8085

You can find us on the World Wide Web:
http://www.invesco.com

Or write to:
INVESCO Funds Group, Inc.(SM), Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

If you're in Denver, please visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 East Union Avenue,
Lobby Level

This information must be preceded or accompanied by an effective prospectus.




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