INVESCO DYNAMICS FUND INC /
N-30D, 1996-06-28
Previous: FIDELITY MUNICIPAL TRUST, 497, 1996-06-28
Next: FINANCIAL SERVICES CORPORATION OF THE MIDWEST, 10-K, 1996-06-28



ANNUAL REPORT

April 30, 1996

INVESCO
DYNAMICS
FUND,
INC.

A Smart Choice
For Maximum
Growth Potential

INVESCO FUNDS



<PAGE>



Economic Overview                                                 May 1996
     The U.S.  economy is sending mixed  signals.  In recent  months,  inflation
accelerated  modestly and the U.S. trade deficit  remained high. On the positive
side,  figures for factory  orders,  inventories,  and consumer  confidence were
encouraging. Gains have also been seen for employment and personal income.
      Overall,  this mix of good and bad news has  brightened  the  outlook  for
gentle rises in Gross  Domestic  Product.  First quarter GDP was estimated at an
annualized 2.8%.
      The  Federal  Reserve  Board  is  currently  standing  pat,  and we do not
anticipate short-term rate changes during the next few months. The Fed is likely
to act,  though,  if the economy  appears to falter -- GDP growth rate  dropping
below 1%, for instance.
      Taking all of the above and additional  factors into account,  the INVESCO
forecast  remains  consistent with our message for the past several months:  The
soft landing for the economy appears intact.
      This may well mean moderate  inflation and long-term  gains for stocks and
bonds, with short-term volatility.  Political complications, the on-going budget
conflict,  and major corporate  earnings  disappointments  would,  however,  put
strain on the bull's legs.
      While the stock market was extremely volatile during the first four months
of 1996, a number of sectors performed strongly. Of particular note were energy,
consumer  cyclicals  (including the previously  weak retail  sector),  and basic
materials. Results for technology and transportation companies were mixed, while
health-care stocks generally underperformed.

/s/ R. Dalton Sim
- ----------------------
Dalton Sim
President & CEO, INVESCO Trust Company
Chief Investment Officer, INVESCO Funds


Performance
      For the 12 months ended  4/30/96,  INVESCO  Dynamics Fund achieved a total
return of 36.32%,  outperforming  both the S&P 500,  which had a total return of
30.10%, and the S&P MidCap 400, which had a total return of 29.80%.(1,2)
      According to independent fund analyst Lipper Analytical Services, Dynamics
Fund  ranked  among  the top ten  capital  appreciation  funds for the five- and
10-year  periods  ended  4/30/96.  (The fund was #10 of 82 funds for the  5-year
period,  and #10 of 49 for the 10-year.  For the one-year  period,  the fund was
ranked #54 of 163 funds.  Of course,  past  performance  is not a  guarantee  of
future results.)(3)


<PAGE>



                                Dynamics Fund
                       Average Annualized Total Return
                               as of 4/30/96(1)

                       1 year                       36.32%
                       -----------------------------------
                       5 years                      21.35%
                       -----------------------------------
                       10 years                     14.90%
                       -----------------------------------

      The line graph  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  4/30/96.  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)

                      Dynamics Fund 10-Year Total Return
                      vs. Russell 2000 and S&P 500 (1,2)

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  Dynamics  Fund  to  the  value  of a  $10,000
      investment in the S&P 500 and Russell 2000 Indexes,  assuming in each case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 4/30/96.

Strategic Summary
      Dynamics  Fund has benefited  from the  environment  of moderate  economic
growth  and  broadly  rising  stock  prices  prevalent  over the past 12 months.
Particularly  during  the  second  half  of  1995,  growth  stocks  outperformed
value-oriented equities.
      The  fund's  core  investments  are  primarily  classic  growth  stocks in
technology,  health care,  and  consumer  growth.  These high quality  companies
include Oracle Corp, Microsoft Corp, Cisco Systems,  Disney (Walt) Co and Oxford
Health Plans. Over the past year, we have cut back  substantially on technology,
which  has  proved  a mine  field  for many  investors.  Our own  investment  in
Tektronix Inc fell victim to disappointing reports on earnings and orders.
      However,  the long-term outlook for technology stocks remains strong,  and
we expect to selectively build up our holdings in this sector,  taking advantage
of the temporary  downturn to increase our present 15% weighting on a relatively
inexpensive  basis.  Avoiding  hardware  and  semiconductors,   we  are  instead
concentrating on software, as well as network equipment and services.



<PAGE>



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,   Energy,  Finance,   Technology,
      Transportation  &  Services,  Utilities,  and Cash &  Equivalents  for the
      periods ending 4/95, 10/95, and 4/96.

      Health  care  stocks  have also  contributed  substantially  to the fund's
positive returns. Large international  pharmaceutical  companies have done well.
(Shareholders  should note that we generally  hold  foreign  stocks only when we
find companies in desirable industries with more attractive  valuations than are
available  domestically;  only  20.78%  of the fund was  invested  abroad  as of
4/30/96.)  Companies in other health care industries  have also  outperformed --
for example, Oxford Health Plans.
      Also  within  the area of  consumer  staples,  we have built up a group of
supermarkets  with  accelerating  earnings,  including Vons Cos and Safeway Inc.
Like  our  holdings  in  retailers   described   below,   these   companies  are
well-positioned to benefit from the on-going economic resurgence of California.
      Stock prices for retailers such as Dayton Hudson and May Department Stores
have advanced in recent months;  the market has recognized  these  companies for
stronger  sales,  consolidation,  and  management  moves to  close  unprofitable
stores.  Gap Inc, for instance,  has succeeded in  diversifying  into children's
wear and other  areas,  broadening  their  customer  base.  We expect  potential
positive earnings surprises here through the end of the year.
      Casinos are once again raising our interest.  We are focusing on growth in
Atlantic  City,  which is not as crowded a market as Las Vegas.  Trump  Hotels &
Casino Resorts and Harrah's Entertainment are current picks in this area.
      Our strategy of enhanced  diversification  has led to a weighting of about
14% in  energy  companies  with  faster-growing  earnings  and/or  revenues.  We
particularly like smaller exploration and production companies.  United Meridian
and numerous others have benefited from advances in exploration, which increases
their odds (and lowers their cost) of identifying  promising  wells. For smaller
and medium-sized companies,  the impact on stock prices of a successful "hit" is
very strong. In addition,  the macro-environment for energy stocks has improved,
based on the severe winter and historically low inventories.
      In an "outer ring" from these core  investments  lie  shorter-term  (18-24
months) holdings.  These are more cyclical-growth,  thematic plays in areas such
as agriculture.  In the short-term,  seed,  fertilizer and machinery stocks have
underperformed due to the unusually late planting season, but in our estimation,
numerous  positive  factors -- commodity  inflation,  planting  intentions,  and
rising  demand for  exports  to China and other  countries  -- should  lead to a
substantial rebound for these companies.




<PAGE>



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  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.    The   Russell   2000   is   an
      unmanaged index of smaller-cap stocks.

(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
April 30, 1996

Description                                                        Value
- ------------------------------------------------------------------------
Safeway Inc                                                  $19,294,875
Agrium Inc                                                    16,836,638
McDonald's Corp                                               16,756,250
Dayton Hudson                                                 16,712,500
Conrail Inc                                                   15,693,750
Heineken NV                                                   15,674,003
May Department Stores                                         15,300,000
Corporate Express                                             14,950,000
United Meridian                                               14,725,000
Computer Associates International                             14,675,000

Composition of holdings is subject to change.



<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Investment Securities
April 30, 1996

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

COMMON STOCKS 90.88%
AEROSPACE & DEFENSE 2.73%
Northrop Grumman                                        129,500     $8,012,813
Sundstrand Corp                                         375,000     13,781,250
                                                                  ------------
                                                                    21,794,063
                                                                  ------------
AGRICULTURAL 0.70%
Pioneer Hi-Bred International                           100,000      5,575,000
                                                                  ------------
AUDIO/VIDEO RELATED 0.66%
Granada Group PLC                             UK        425,000      5,255,101
                                                                  ------------
BANKING 0.56%
HSBC Holdings PLC                             UK        300,000      4,479,344
                                                                  ------------
BIOTECHNOLOGY 0.38%
Mycogen Corp*                                           177,500      3,061,875
                                                                  ------------
BROADCASTING 2.15%
Central European Media
   Enterprises Ltd Class A*                   BD        150,000      4,293,750
Television Broadcasts Ltd                     HK        200,000        801,499
Television Broadcasts Ltd ADR^                HK        325,000      1,302,470
Turner Broadcasting Systems
   Class B                                              400,000     10,800,000
                                                                  ------------
                                                                    17,197,719
                                                                  ------------
CABLE TELEVISION 5.56%
CableVision Systems Class A*                            100,000      4,987,500
Comcast UK Cable Partners Ltd
   Class A*                                   UK        450,000      5,962,500
Cox Communications Class A*                             250,000      5,125,000
General Cable PLC Sponsored ADR*              UK        350,000      5,162,500
Tele-Communications Inc -
   Liberty Media Group Series A*                        500,000     13,687,500
Videotron Holdings PLC
   Sponsored ADR*                             UK        500,000      9,500,000
                                                                  ------------
                                                                    44,425,000
                                                                  ------------



<PAGE>



CHEMICALS 4.58%
Agrium Inc                                    CA      1,307,700     16,836,638
IMC Global                                              200,000      7,375,000
Potash Corp Saskatchewan                      CA        175,000     12,337,500
                                                                  ------------
                                                                    36,549,138
                                                                  ------------
COMMERCIAL SERVICES 0.19%
SOS Staffing Services*                                   55,000        708,125
Western Staff Services*                                  50,000        793,750
                                                                  ------------
                                                                     1,501,875
                                                                  ------------
COMPUTER LOCAL NETWORKS 0.65%
Cisco Systems*                                          100,000      5,187,500
                                                                  ------------
COMPUTER SOFTWARE 4.34%
Cognos Inc*                                   CA        100,000      6,775,000
Computer Associates International                       200,000     14,675,000
Hyperion Software*                                      200,000      2,500,000
Microsoft Corp*                                          50,000      5,668,750
Oracle Corp*                                            150,000      5,062,500
                                                                  ------------
                                                                    34,681,250
                                                                  ------------
COMPUTER SYSTEMS 1.87%
Casino Data Systems*                                    480,700      8,532,425
Discreet Logic*                               CA        383,100      6,369,037
                                                                  ------------
                                                                    14,901,462
                                                                  ------------
DIVERSIFIED COMPANIES 1.68%
Brambles Industries Ltd                       AS        250,000      3,430,234
Brierley Investments Ltd                      NZ      1,000,000        943,560
CITIC Pacific Ltd                             HK        750,000      2,947,448
Kansas City Southern Industries                         125,000      6,062,500
                                                                  ------------
                                                                    13,383,742
                                                                  ------------
ELECTRICAL EQUIPMENT 0.82%
Honeywell Inc                                           125,000      6,578,125
                                                                  ------------
ELECTRONICS 3.46%
Analog Devices*                                         200,000      5,150,000
LSI Logic*                                              200,000      7,200,000
Leitch Technology*                            CA        275,000      7,322,127
Tektronix Inc                                           200,000      7,925,000
                                                                  ------------
                                                                    27,597,127
                                                                  ------------
FOOD PRODUCTS & BEVERAGES 1.96%
Heineken NV                                   NL         75,000     15,674,003
                                                                  ------------



<PAGE>



HEALTH CARE RELATED 2.05%
Inphynet Medical Management*                            200,000      3,750,000
Oxford Health Plans*                                    250,000     12,625,000
                                                                  ------------
                                                                    16,375,000
                                                                  ------------
MACHINERY 2.89%
Deere & Co                                              325,000     12,634,375
Foster Wheeler                                          225,000     10,406,250
                                                                  ------------
                                                                    23,040,625
                                                                  ------------
MEDICAL RELATED - DRUGS 3.76%
Astra AB Series B Shrs                        SW        310,000     13,659,078
Glaxo Wellcome PLC Sponsored ADR              UK        500,000     12,062,500
Takeda Chemical Industries                    JA        250,000      4,319,565
                                                                  ------------
                                                                    30,041,143
                                                                  ------------
MINING 2.78%
Barrick Gold                                  CA        150,000      4,593,750
FirstMiss Gold*                                         100,000      3,075,000
Newmont Mining                                          200,000     11,575,000
Santa Fe Pacific Gold                                   200,000      2,975,000
                                                                  ------------
                                                                    22,218,750
                                                                  ------------
MOTION PICTURES & TELEVISION 0.46%
Disney (Walt) Co                                         60,000      3,720,000
                                                                  ------------
OFFICE EQUIPMENT 1.87%
Corporate Express*                                      400,000     14,950,000
                                                                  ------------
OIL & GAS RELATED 14.17%
Abacan Resource Foreign Shrs*                 CA        500,000      2,781,250
Anadarko Petroleum                                       90,000      5,242,500
Baker Hughes                                            250,000      7,937,500
Enron Oil & Gas                                          10,100        267,650
ENSCO International*                                    250,000      7,500,000
Noble Affiliates                                        130,500      4,583,812
Nuevo Energy*                                           250,000      7,062,500
Petroleum Geo-Services A/S
   Sponsored ADR*                             NO        250,000      7,906,250
Smith International*                                    400,000     11,900,000
Sonat Inc                                               250,000     10,906,250
Tejas Gas*                                               82,500      4,125,000
TransTexas Gas*                                         416,800      4,220,100
USX-Marathon Group                                      350,000      7,700,000
Union Pacific Resources Group                           300,000      8,250,000
United Meridian*                                        475,000     14,725,000
Unocal Corp                                             250,000      8,031,250
                                                                  ------------
                                                                   113,139,062
                                                                  ------------


<PAGE>



REAL ESTATE RELATED 0.17%
Filinvest Development*^                       RP      1,500,000      1,318,797
                                                                  ------------
RECREATION PRODUCTS & SERVICES 4.73%
Ascent Entertainment Group*                             250,000      4,562,500
Gaylord Entertainment Class A                           207,250      5,492,125
Harrah's Entertainment*                                 350,000     12,075,000
Scientific Games Holdings*                              248,200      8,128,550
Trump Hotels & Casino Resorts*                          231,800      7,504,525
                                                                  ------------
                                                                    37,762,700
                                                                  ------------
RETAIL 17.68%
American Stores                                         400,000     13,350,000
Dayton Hudson                                           175,000     16,712,500
Dillard Department Stores Class A                       150,000      6,018,750
Gap Inc                                                 400,000     12,050,000
May Department Stores                                   300,000     15,300,000
McDonald's Corp                                         350,000     16,756,250
Nordstrom Inc                                           200,000     10,175,000
Price/Costco Inc*                                       500,000      9,500,000
Rite Aid                                                350,000     10,368,750
Safeway Inc*                                            571,700     19,294,875
Vons Cos*                                               365,000     11,680,000
                                                                  ------------
                                                                   141,206,125
                                                                  ------------
TELECOMMUNICATIONS 4.71%
Digicall Group Ltd*                           AS      1,000,000        809,889
General Instrument*                                     150,000      4,912,500
International CableTel*                                 290,000      8,482,500
Lucent Technologies*                                     49,900      1,752,737
MFS Communications*                                     150,600      5,223,937
Newbridge Networks*                           CA        100,000      6,437,500
PanAmSat Corp*                                          300,000      9,975,000
                                                                  ------------
                                                                    37,594,063
                                                                  ------------
TRANSPORTATION 3.32%
Conrail Inc                                             225,000     15,693,750
Illinois Central Series A                               150,000      4,500,000
Wisconsin Central Transportation*                        75,000      6,337,500
                                                                  ------------
                                                                    26,531,250
                                                                  ------------
TOTAL COMMON STOCKS
  (Cost $643,988,696)                                              725,739,839
                                                                  ------------
PREFERRED STOCKS 0.33%
FOOD PRODUCTS & BEVERAGES 0.33%
Quilmes Industrial Quinsa SA
   ADR Representing Non-Voting
   Pfd Shrs* (Cost $2,406,000)                LU       225,000       2,671,875
                                                                  ------------


<PAGE>



SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 8.79%
FINANCE RELATED 7.61%
Associates Corp of North America
   5.340%, 5/1/1996                                  38,592,000     38,592,000
Chevron Oil Finance
  5.210%, 5/2/1996                                   22,188,000     22,188,000
                                                                  ------------
                                                                    60,780,000
                                                                  ------------
INSURANCE 1.18%
American General
   5.270%, 5/1/1996                                   9,400,000      9,400,000
                                                                  ------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $70,180,000)                                               70,180,000
                                                                  ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
  (Cost $716,574,696)
  (Cost for Income Tax Purposes
   $716,587,096)                                                  $798,591,714
                                                                  ============

* Security is non-income producing.

^ The following are restricted securities at April 30, 1996:
                                                                      Value as
                                     Acquisition    Acquisition           % of
Description                              Date(s)           Cost     Net Assets
- ------------------------------------------------------------------------------
Filinvest Development                    10/4/95     $1,514,684          0.17%
Television Broadcasts
   2/25/94 - Ltd ADR                     3/21/94      1,161,825          0.17
                                                                  ------------
                                                                         0.34%
                                                                  ============




<PAGE>



Summary of Investments by Country
                                                           % of
                                         Country     Investment
Country                                     Code     Securities          Value
- ------------------------------------------------------------------------------
Australia                                     AS           0.53%    $4,240,123
Bermuda                                       BD           0.54      4,293,750
Canada                                        CA           7.95     63,452,802
Hong Kong                                     HK           0.63      5,051,417
Japan                                         JA           0.54      4,319,565
Luxembourg                                    LU           0.33      2,671,875
Netherlands                                   NL           1.96     15,674,003
New Zealand                                   NZ           0.12        943,560
Norway                                        NO           0.99      7,906,250
Philippines                                   RP           0.17      1,318,797
Sweden                                        SW           1.71     13,659,078
United Kingdom                                UK           5.31     42,421,945
United States                                 US          79.22    632,638,549
                                                        ----------------------
                                                        100.00%   $798,591,714
                                                        ======================
See Notes to Financial Statements


<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Assets and Liabilities
April 30, 1996

ASSETS
Investment Securities at Value
   (Cost $716,574,696)                                            $798,591,714
Cash                                                                    82,400
Receivables:
   Investment Securities Sold                                        9,340,418
   Fund Shares Sold                                                  2,741,862
   Dividends and Interest                                              663,622
Prepaid Expenses and Other Assets                                       46,649
                                                                  ------------
TOTAL ASSETS                                                       811,466,665
                                                                  ------------
LIABILITIES
Payables:
   Distributions to Shareholders                                        25,484
   Investment Securities Purchased                                  29,819,539
   Fund Shares Repurchased                                           3,021,678
Accrued Distribution Expenses                                          151,761
Accrued Expenses and Other Payables                                     32,445
                                                                  ------------
TOTAL LIABILITIES                                                   33,050,907
                                                                  ------------
Net Assets at Value                                               $778,415,758
                                                                  ============
NET ASSETS
Paid-in Capital*                                                  $624,083,000
Accumulated Undistributed
   Net Investment Income                                                   430
Accumulated Undistributed Net Realized
   Gain on Investment Securities and
   Foreign Currency Transactions                                    72,316,047
Net Appreciation of Investment Securities
   and Foreign Currency Transactions                                82,016,281
                                                                  ------------
Net Assets at Value                                               $778,415,758
                                                                  ============
Net Asset Value, Offering and Redemption
   Price per Share                                                      $13.61
                                                                  ============

* The Fund has 100 million authorized shares of common stock, par value of $0.01
per share, of which 57,186,453 were outstanding at April 30, 1996.

See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Operations
Year Ended April 30, 1996

INVESTMENT INCOME
INCOME
Dividends                                                           $4,425,369
Interest                                                             3,146,635
   Foreign Taxes Withheld                                            (112,579)
                                                                  ------------
   TOTAL INCOME                                                      7,459,425
                                                                  ------------
EXPENSES
Investment Advisory Fees                                             3,382,286
Distribution Expenses                                                1,458,479
Transfer Agent Fees                                                  1,108,321
Administrative Fees                                                     97,509
Custodian Fees and Expenses                                            195,121
Directors' Fees and Expenses                                            34,743
Professional Fees and Expenses                                          46,108
Registration Fees And Expenses                                         107,157
Reports to Shareholders                                                171,237
Other Expenses                                                          34,844
                                                                  ------------
   TOTAL EXPENSES                                                    6,635,805
   Fees and Expenses Paid Indirectly                                  (97,721)
                                                                  ------------
   NET EXPENSES                                                      6,538,084
                                                                  ------------
NET INVESTMENT INCOME                                                  921,341
                                                                  ------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities and
   Foreign Currency Transactions                                   123,157,502
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     54,919,111
                                                                  ------------
NET GAIN ON INVESTMENT SECURITIES                                  178,076,613

                                                                  ------------
Net Increase in Net Assets from Operations                        $178,997,954
                                                                  ============
See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Changes in Net Assets

                                                       Year Ended April 30
                                                ------------      ------------
                                                        1996              1995
OPERATIONS
Net Investment Income                               $921,341        $1,109,817
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions                 123,157,502        29,136,854
Change in Net Appreciation
   of Investment Securities and
   Foreign Currency Transactions                  54,919,111        15,196,055
                                                ------------      ------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                               178,997,954        45,442,726
                                                ------------      ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                              (923,230)       (1,107,928)
In Excess of Net Investment Income                  (49,570)                 0
Net Realized Gain on
   Investment Securities                        (76,317,721)       (3,485,672)
                                                ------------      ------------
TOTAL DISTRIBUTIONS                             (77,290,521)       (4,593,600)
                                                ------------      ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                    702,306,362       527,496,500
Reinvestment of Distributions                     75,476,587         4,474,773
                                                ------------      ------------
                                                 777,782,949       531,971,273
Amounts Paid for Repurchases
   of Shares                                   (522,674,650)     (438,513,747)
                                                ------------      ------------
NET INCREASE IN NET
   ASSETS FROM FUND
   SHARE TRANSACTIONS                            255,108,299        93,457,526
                                                ------------      ------------
Total Increase in Net Assets                     356,815,732       134,306,652
NET ASSETS
Beginning of Period                              421,600,026       287,293,374
                                                ------------      ------------
End of Period (Including
   Accumulated Undistributed
   Net Investment Income
   of $430 and $1,889, respectively)            $778,415,758      $421,600,026
                                                ============      ============

FUND SHARE TRANSACTIONS
Shares Sold                                       54,748,807        50,821,354
Shares Issued from Reinvestment
   of Distributions                                6,109,290           426,507
                                                ------------      ------------
                                                  60,858,097        51,247,861
Shares Repurchased                              (40,733,273)      (42,496,240)
                                                ------------      ------------
Net Increase in Fund Shares                       20,124,824         8,751,621
                                                ============      ============

See Notes to Financial Statements



<PAGE>



INVESCO Dynamics Fund, Inc.
Notes to Financial Statements
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 revenues  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.
            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, 1996,
      1.66%  qualified for the  dividends  received  deduction  available to the
      Fund's corporate 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.
      For  the  year  ended  April  30, 1996, the Fund reclassified $50,000 from
      accumulated  undistributed  net  realized gain on investment securities to
      accumulated   undistributed   net  investment  income,   and  reclassified
      $291,932,  from paid-in  capital to accumulated undistributed net realized
      gain on investment securities.

<PAGE>


E.    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, 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 year ended April 30, 1996, Fees and Expenses Paid Indirectly
      consisted of $95,183  included in  Custodian  Fees and Expenses and $2,538
      included in Other Expenses.
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  $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.  As of May 1, 1996,  the
transfer agent fee became $20.00 per shareholder  account, or per participant in
an omnibus account, per year, computed in a manner similar to the previous fee.
      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  average  annual  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, 1996, the Fund paid the Distributor  $1,390,524 for  reimbursement  of
expenses incurred.  
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended April
30, 1996,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $1,227,968,507 and $1,043,836,221, respectively. 
     There were no purchases or sales of U.S. Government securities.


<PAGE>



NOTE  4  -  APPRECIATION  AND  DEPRECIATION.   At  April  30,  1996,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $96,449,934 and the gross  depreciation of securities in which there
was an excess of tax cost over value amounted to  $14,445,316,  resulting in net
appreciation of $82,004,618.
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.  As of July 1, 1996, benefits will be based on an annual
rate of 40% of the retainer fee at the time of retirement.
      Pension expenses for the year ended April 30, 1996, included in Directors'
Fees and Expenses in the Statement of Operations were $5,209.  Unfunded  accrued
pension costs of $8,454 and pension liability of $20,196 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 year ended April
30, 1996, there were no such borrowings.



<PAGE>



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

                                                                        Year Ended April 30
                                                    --------------------------------------------------------
                                                        1996        1995        1994        1993        1992

<S>                        <C>                      <C>         <C>         <C>         <C>         <C>     
PER SHARE DATA
Net Asset Value - Beginning of Period                 $11.38      $10.15      $10.89       $9.57       $8.50
                                                    --------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                            0.02        0.03      (0.02)      (0.03)      (0.02)
Net Gains on Securities
   (Both Realized and Unrealized)                       3.94        1.34        1.99        1.64        2.05
                                                    --------------------------------------------------------
Total from Investment Operations                        3.96        1.37        1.97        1.61        2.03
                                                    --------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                   0.02        0.03        0.00        0.00        0.00
Distributions from Capital Gains                        1.71        0.11        2.71        0.29        0.96
                                                    --------------------------------------------------------
Total Distributions                                     1.73        0.14        2.71        0.29        0.96
                                                    --------------------------------------------------------
Net Asset Value - End of Period                       $13.61      $11.38      $10.15      $10.89       $9.57
                                                    ========================================================
TOTAL RETURN                                          36.32%      13.57%      17.86%      16.80%      23.47%

RATIOS
Net Assets - End of Period ($000 Omitted)           $778,416    $421,600    $287,293    $231,100    $153,956
Ratio of Expenses to Average Net Assets#              1.14%@       1.20%       1.17%       1.20%       1.18%
Ratio of Net Investment Income (Loss)
   to Average Net Assets#                              0.16%       0.33%     (0.37%)     (0.38%)     (0.17%)
Portfolio Turnover Rate                                 196%        176%        169%        144%        174%

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

# 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.
</FN>
</TABLE>

<PAGE>

Report of Independent Accountants

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

In our opinion, the accompanying statement 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,  1996,  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, 1996 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 17, 1996

<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

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.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission