INVESCO DYNAMICS FUND INC /
N-30D, 1997-06-25
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ANNUAL REPORT



April 30, 1997

INVESCO

DYNAMICS

FUND,

INC.



A Smart Choice

For Seeking Maximum

Growth Potential



INVESCO FUNDS



<PAGE>



Market Overview                                                         May 1997
     Over the last six months, indications of strong growth paired with signs of
subdued  inflation  have turned the market into a daily  tug-of-war  between the
bulls  and the  bears.  Over the  first  four  months  of 1997,  this  increased
volatility  took  the  market  to  both  unprecedented  heights  and  to a  9.8%
correction  -- a breath  away  from  the 10%  level  that  defines  a  technical
correction.
      Within this  environment,  two distinct  views about the  direction of the
economy  and stock  market  have  emerged.  The bulls  suggest  that the current
economic  environment  is a  perfect  scenario  for  the  stock  market,  as low
inflation,  coupled with strong economic  growth,  has produced rising corporate
profits.  To support  their  analysis,  they point to the  strength of the Gross
Domestic  Product -- increasing at a 3.9% rate in the fourth quarter of 1996 and
at a revised rate of 5.8% in the first quarter of 1997. They also look at prices
across the economy as measured by the government's broadest inflation gauge, the
Gross  Domestic  Product  price  deflator,  which  rose only 1.8% in 1996 -- the
smallest  advance since 1964.  The bulls also suggest that 15 years of corporate
restructuring,  downsizing,  and investing in technology have produced, and will
continue to produce, dividends for American companies.
      The bears paint a different  picture.  They suggest  that strong  economic
growth combined with unusually low unemployment  (the unemployment rate for 1996
was 5.3% and  decreased to 4.9% in March 1997,  the lowest level since 1973) has
caused  tightness in the labor market.  They believe this will lead to inflation
and a  reduction  in  corporate  profits,  with  negative  consequences  for the
economy. Under their scenario, the market is overvalued and the current economic
expansion is about to end.
      Within  this  turbulent  environment,  the Dow  Jones  Industrial  Average
advanced to record highs in the fourth  quarter of 1996 and the first two months
of 1997. (The Dow is an unmanaged index  reflecting  large-capitalization  stock
performance.) However, small-capitalization equities did not participate in this
up  trend.  In fact,  many  smaller-cap  stock  sectors  experienced  a  rolling
correction based on concerns over potential earnings and valuation levels.









<PAGE>



                           INVESCO Dynamics Fund
                Average Annual Total Return as of 4/30/97(1)

                     1 year                      -2.34%
                    -----------------------------------
                     5 years                     15.79%
                    -----------------------------------
                     10 years                    12.41%

      The  investment  environment  changed in the middle of March as  increased
consumer spending reignited fears of inflation. This culminated with the Federal
Reserve  Board  increasing  the Fed  Funds  Rate by  0.25%  on  March  25,  as a
preemptive  strike against inflation -- the first rate increase in more than two
years.  This action  increased  negative  sentiment in the market and produced a
sharp 5% to 10%  pullback  in  domestic  stock  markets  in a short  time  span.
Nonetheless,  the market recovered from the pullback,  and eventually topped the
record highs set early in the year.  However,  any further rate increases by the
Federal Reserve Board may have negative consequences for corporate stock prices.
      In conclusion,  the strength and longevity of the bull market in the 1990s
lured many  investors  into a false  sense of  security.  The last days of first
quarter  1997 proved a reminder  that "past  performance  is not a guarantee  of
future  performance."  U.S. equity markets do not consistently move in an upward
linear trend. Instead,  equity markets are usually volatile,  and swings of +10%
and -10% are common in the  market.  For many  investors,  the  biggest  concern
should be the  potential  erosion  of  savings  by  inflation  and  taxes.  This
particular problem may be mitigated through long-term investments in equities as
their  returns,  historically,  have outpaced the negative  effects  produced by
inflation  and  taxes  --  if  investors  stick  with  them  through  short-term
volatility.

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 Index, assuming in each case reinvestment of all
      dividends  and capital gain  distributions,  for the ten year period ended
      4/30/97.


INVESCO Dynamics Fund
     According to independent fund analyst Lipper Analytical Services,  Dynamics
Fund ranked #19 of 77 capital  appreciation funds for the five-year period ended
4/30/97.  Over the 10-year period,  the fund was ranked #17 of 56 funds, and for
the one-year period, #139 of 204 funds.(3)


<PAGE>




      For the six-month period ended 4/30/97,  INVESCO Dynamics Fund had a total
return of -6.00%,  compared to the S&P 500,  which had a total return of 14.71%,
and the S&P MidCap 400,  which had a total  return of 6.91%.  (Of  course,  past
performance is not a guarantee of future results.)(1),(2)

     The line graph on page 1 illustrates  the value of a $10,000  investment in
INVESCO Dynamics Fund, plus reinvested dividends and capital gain distributions,
for the 10-year period ended  4/30/97.  The chart and other total return figures
cited  reflect  the  fund's  operating  expenses,  but the  index  does not have
expenses, which would, of course, have lowered its performance.(1),(2)

Strategic Summary
      Despite the fund's short-term underperformance, we have stayed true to our
investment  philosophy.  We  continue  to seek  long-term  capital  appreciation
through investments in common stocks of mid- to smaller-capitalization companies
with rapidly  accelerating  earnings growth.  We feel this investment style will
benefit the  long-term,  patient  investor.  However,  to help reduce the fund's
volatility, we have increased diversification by adding stocks and taking a less
concentrated position in all sectors.
      Over 12 months ended 4/30/97, investors' nervousness about rising interest
rates and the  sustainability  of corporate  profits caused market leadership to
narrow. In an increasingly selective market, fewer and fewer stocks participated
in  the  upward  climb.  Many  high-quality   growth  companies   experienced  a
compression in their  price-to-earnings  ratios,  as they fell out of favor with
investors.  In fact,  sector rotation in this environment was volatile.  Typical
growth sectors -- such as technology -- had severe  adjustments in stock prices.
This has created a riskier investment landscape.
      However,  the current environment has also provided an opportunity for the
selective  investor.  Sectors such as energy and technology  appear poised for a
rebound.  Energy prices should  improve due to a limited supply and an increased
demand for energy -- especially from emerging and developing nations.  Companies
like Cooper Cameron,  an international  designer,  manufacturer,  marketer,  and
servicer  of oil and gas  equipment,  and Sonat  Inc.,  an oil and  natural  gas
company, should benefit from these improving fundamentals.

     The  technology  sector  also  appears   undervalued  as  many  high-growth
technology  companies are selling at historically low valuation  levels.  We are
excited about the potential of firms like Ascend Communication -- purchased in


<PAGE>



May 1997 -- a leading  developer of products that connect  computers across
WANs  (wide  area  networks),   and  Linear  Technology,   a  leading  designer,
manufacturer, and marketer of linear circuits. Both companies appear undervalued
and have  tremendous  growth  potential;  they should benefit from the increased
need for computers in the office and the increased use of the Internet.  Looking
forward,  it  appears  that for 1997 the  market  may  revert to its  historical
averages. We anticipate that day-to-day volatility in the market may be extreme.
However,  as interest  rates  stabilize,  the premiums  historically  enjoyed by
faster-growing  companies  should  return to the market.  It is  imperative  for
shareholders  to remember that our investment  strategy is geared toward seeking
long-term results,  and short-term price swings are likely. But, for the patient
investor, market volatility is often just the price of doing business.


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 17-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.  

(3)Rankings provided by Lipper Analytical Services, an independent mutual fund 
analyst, are based upon total return performance unadjusted for commissions.


<PAGE>



INVESCO Dynamics Fund, Inc.
Ten Largest Common Stock Holdings
April 30, 1997

Description                                                 Value
- -----------------------------------------------------------------
Rite Aid                                              $20,700,000
Guidant Corp                                           20,475,000
Doubletree Corp                                        16,800,000
TJX Cos                                                15,242,850
Stryker Corp                                           14,793,750
Costco Cos                                             14,437,500
Wet Seal Class A                                       13,649,625
Oxford Health Plans                                    13,339,688
Compaq Computer                                        13,233,125
NEXTEL Communications Class A                          13,187,500

Composition of holdings is subject to change.




<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Investment Securities
April 30, 1997

                                    Shares or
                                    Principal
Description                         Amount                  Value
- ----------------------------------------------------------------------
COMMON STOCKS 92.00%
AEROSPACE & DEFENSE 1.28%
Sundstrand Corp                     200,000                 $9,750,000
                                                          ------------
BANKS 2.93%
SouthTrust Corp                     175,000                  6,540,625
State Street                        100,000                  7,875,000
Summit Bancorp                      170,000                  7,905,000
                                                          ------------
                                                            22,320,625
                                                          ------------
BIOTECHNOLOGY 1.32%
Gilead Sciences*                    224,000                  4,956,000
IDEC Pharmaceuticals*               290,000                  5,147,500
                                                          ------------
                                                            10,103,500
                                                          ------------
CABLE 1.11%
Tele-Communications Inc -
 Liberty Media Group Class A*       450,000                  8,465,625
                                                          ------------
COMMUNICATIONS -
 EQUIPMENT & MANUFACTURING 4.29%
Cascade Communications*             225,800                  7,112,700
Lucent Technologies                  75,000                  4,434,375
Motorola Inc                        200,000                 11,450,000
Nokia Corp Sponsored ADR            150,000                  9,693,750
                                                          ------------
                                                            32,690,825
                                                          ------------
COMPUTER RELATED 10.71%
America Online*                     150,000                  6,768,750
Cognos Inc*                         430,000                 10,911,250
Compaq Computer*                    155,000                 13,233,125
Electronic Arts*                    500,000                 12,062,500
FORE Systems*                       450,000                  6,862,500
International Network Services*     300,000                  6,150,000

<PAGE>

Microsoft Corp*                     100,000                 12,150,000
Oracle Systems*                     100,000                  3,975,000
Remedy Corp*                        294,800                  9,544,150
                                                          ------------
                                                            81,657,275
                                                          ------------

ELECTRICAL EQUIPMENT 1.48%
Linear Technology                   225,000                 11,306,250
                                                          ------------
ELECTRONICS 0.82%
Leitch Technology                   300,000                  6,280,417
                                                          ------------
ELECTRONICS - SEMICONDUCTOR 7.14%
Altera Corp*                        250,000                 12,390,625
ASM Lithography Holding NV ADR*      65,000                  5,167,500
Bearer Shrs*                        140,000                 10,456,349
Intel Corp                           80,000                 12,250,000
KLA Instruments*                    200,000                  8,900,000
Maxim Integrated Products*          100,000                  5,287,500
                                                          ------------
                                                            54,451,974
                                                          ------------
ENGINEERING & CONSTRUCTION 2.17%
Chicago Bridge & Iron NV*           325,000                  5,525,000
Fluor Corp                          200,000                 11,000,000
                                                          ------------
                                                            16,525,000
                                                          ------------
FINANCIAL 1.02%
Northern Trust                      175,000                  7,787,500
                                                          ------------
FOOTWEAR 1.14%
Reebok International                227,400                  8,698,050
                                                          ------------
GAMING 1.47%
Midway Games*                       400,000                  7,200,000
Mirage Resorts*                     200,000                  4,025,000
                                                          ------------
                                                            11,225,000
                                                          ------------
GOLD & PRECIOUS METALS MINING 1.68%
DeBeers Consolidated Mines
 Deferred ADR                       250,000                  8,996,100
Getchell Gold*                      100,000                  3,837,500
                                                          ------------
                                                            12,833,600
                                                          ------------
<PAGE>

HEALTH CARE DRUGS -
 PHARMACEUTICALS 3.24%
Elan PLC Sponsored ADR*             375,000                 12,750,000
Pfizer Inc                           50,000                  4,800,000
Watson Pharmaceuticals*             200,000                  7,150,000
                                                          ------------
                                                            24,700,000
                                                          ------------

HEALTH CARE RELATED 6.37%
Guidant Corp                        300,000                 20,475,000
Oxford Health Plans*                202,500                 13,339,688
Stryker Corp                        450,000                 14,793,750
                                                          ------------
                                                            48,608,438
                                                          ------------
HOUSEHOLD FURNITURE &
 APPLIANCES 1.40%
Philips Electronics NV
 New York Shrs                     200,000                 10,700,000
                                                         ------------
INSURANCE 3.33%
Conseco Inc                        200,000                  8,275,000
Equitable Iowa                     150,000                  7,331,250
Provident Cos                      175,700                  9,817,237
                                                         ------------
                                                           25,423,487
                                                                               
                                                         ------------
INVESTMENT BANK/BROKER FIRM 3.15%
Lehman Brothers Holdings           300,000                 10,162,500
Paine Webber Group                 300,000                 10,200,000
Schwab (Charles) Corp              100,000                  3,662,500
                                                         ------------
                                                           24,025,000
                                                         ------------
LODGING - HOTELS 2.86%
Doubletree Corp*                   400,000                 16,800,000
Prime Hospitality*                 300,000                  4,987,500
                                                         ------------
                                                           21,787,500
                                                                               
                                                         ------------



<PAGE>



METALS MINING 1.05%
Titanium Metals*                   310,000                  8,021,250
                                                         ------------
NATURAL GAS 2.15%
Sonat Inc                          175,000                  9,996,875
Tejas Gas*                         153,750                  6,380,625
                                                         ------------
                                                           16,377,500
                                                         ------------
OIL & GAS RELATED 8.07%
Abacan Resource Foreign Shrs*      300,000                  1,931,250
Barrett Resources*                  38,200                  1,251,050
Chesapeake Energy*                 420,300                  6,357,037
Cooper Cameron*                    150,000                 10,687,500
Murphy Oil                         150,000                  6,525,000
Nabors Industries*                 500,000                  9,375,000
Noble Drilling*                    250,000                  4,343,750
Nuevo Energy*                      125,000                  4,296,875
Snyder Oil                         250,000                  3,968,750
Triton Energy Ltd*                 350,000                 12,862,500
                                                         ------------
                                                           61,598,712
                                                         ------------
PERSONAL CARE 0.60%
Estee Lauder Class A               100,000                  4,575,000
                                                         ------------
POLLUTION CONTROL 0.23%
USA Waste Services*                 43,000                  1,408,250
United Waste Systems*               10,000                    337,500
                                                         ------------
                                                            1,745,750
                                                                               
                                                         ------------
PUBLISHING 1.33%
Time Warner                        225,000                 10,125,000
                                                         ------------
REAL ESTATE INVESTMENT TRUST 1.55%
Beacon Properties                  382,600                 11,812,775
                                                         ------------
RETAIL 10.32%
Costco Cos*                        500,000                 14,437,500
Finish Line Class A                592,800                  6,113,250
Rite Aid                           450,000                 20,700,000
TJX Cos                            322,600                 15,242,850




<PAGE>



Toys "R" Us*                       300,000                  8,550,000
Wet Seal Class A*                  551,500                 13,649,625
                                                         ------------
                                                           78,693,225
                                                         ------------
SAVINGS & LOAN 1.15%
Washington Mutual                  177,000                  8,739,375
                                                         ------------
SERVICES 1.39%
Omnicom Group                      150,000                  7,950,000
TeleTech Holdings*                 150,000                  2,662,500
                                                         ------------
                                                           10,612,500
                                                         ------------
TELECOMMUNICATIONS -
     CELLULAR & WIRELESS 1.73%
NEXTEL Communications Class A*   1,000,000                 13,187,500
                                                         ------------
TELECOMMUNICATIONS -
     LONG DISTANCE   1.37%
WorldCom Inc*                      435,000                 10,440,000
                                                         ------------
TEXTILE -
 APPAREL MANUFACTURING 1.56%
Liz Claiborne                      262,800                 11,891,700
                                                         ------------
TOBACCO 0.59%
RJR Nabisco Holdings               150,000                  4,462,500
                                                                               
                                                         ------------
TOTAL COMMON STOCKS
 (Cost $684,711,445)                                      701,622,853
                                                         ------------
SHORT-TERM INVESTMENTS -
 COMMERCIAL PAPER 8.00%
AUTOMOBILES 4.42%
General Motors Acceptance
 5.500%, 5/5/1997               33,680,000                 33,680,000
                                                         ------------
INSURANCE 3.58%
CIGNA Corp 5.450%, 5/1/1997     27,292,000                 27,292,000
                                                         ------------
TOTAL SHORT-TERM INVESTMENTS
 (Cost $60,972,000)                                        60,972,000
                                                         ------------



<PAGE>


TOTAL INVESTMENT
 SECURITIES AT VALUE 100.00%
 (Cost $745,683,445)
 (Cost for Income Tax Purposes
 $751,286,925)                                            762,594,853
                                                         ============

* Security is non-income producing.

See Notes to Financial Statements




<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Assets and Liabilities
April 30, 1997

ASSETS
Investment Securities at Value
 (Cost $745,683,445) .................................            $ 762,594,853
Receivables:
 Investment Securities Sold ..........................               25,330,606
 Fund Shares Sold ....................................                4,061,167
 Dividends and Interest ..............................                  378,749
Prepaid Expenses .....................................                   92,091
                                                                  -------------
TOTAL ASSETS .........................................              792,457,466
                                                                  -------------
LIABILITIES
Payables:
 Custodian ...........................................                  227,464
 Investment Securities Purchased .....................               28,654,808
 Fund Shares Repurchased .............................                  980,190
Accrued Distribution Expenses ........................                  153,027
Accrued Expenses .....................................                   46,358
                                                                  -------------
TOTAL LIABILITIES ....................................               30,061,847
                                                                  -------------
Net Assets at Value ..................................              762,395,619
                                                                  =============
NET ASSETS
Paid-in Capital* .....................................              713,749,397
Accumulated Undistributed Net
 Investment Loss .....................................                   (9,165)
Accumulated Undistributed Net Realized
 Gain on Investment Securities and
 Foreign Currency Transactions .......................               31,744,567
Net Appreciation of Investment Securities
 and Foreign Currency Transactions ...................               16,910,820
                                                                  -------------
Net Assets at Value ..................................            $ 762,395,619
                                                                  =============
Net Asset Value, Offering and Redemption
 Price per Share .....................................            $       12.02
                                                                  =============

* The Fund has 100 million authorized shares of common stock, par value of $0.01
per share, of which 63,412,679 were outstanding at April 30, 1997.

See Notes to Financial Statements


<PAGE>



INVESCO Dynamics Fund, Inc.
Statement of Operations
Year Ended April 30, 1997

INVESTMENT INCOME
INCOME
Dividends ...............................................          $  5,003,726
Interest ................................................             1,943,404
 Foreign Taxes Withheld .................................              (163,415)
                                                                   ------------
 TOTAL INCOME ...........................................             6,783,715
                                                                   ------------
EXPENSES
Investment Advisory Fees ................................             4,550,303
Distribution Expenses ...................................             2,013,695
Transfer Agent Fees .....................................             1,964,970
Administrative Fees .....................................               130,696
Custodian Fees and Expenses .............................               216,278
Directors' Fees and Expenses ............................                39,111
Professional Fees and Expenses ..........................                49,945
Registration Fees and Expenses ..........................               157,022
Reports to Shareholders .................................               202,430
Other Expenses ..........................................                32,113
                                                                   ------------
 TOTAL EXPENSES .........................................             9,356,563
 Fees and Expenses Paid Indirectly ......................             (108,700)
                                                                   ------------
  NET EXPENSES ...........................................            9,247,863
                                                                   ------------
NET INVESTMENT LOSS ......................................           (2,464,148)
                                                                   ------------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities and
 Foreign Currency Transactions ...........................           40,252,470
Change in Net Appreciation of Investment
 Securities and Foreign Currency Transactions ............          (65,105,461)
                                                                   ------------
NET LOSS ON INVESTMENT SECURITIES ........................          (24,852,991)
                                                                   ------------
Net Decrease in Net Assets from Operations ...............          (27,317,139)
                                                                   ============

See Notes to Financial Statements



<PAGE>

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

                                           Year Ended April 30
                                      ------------------------------
                                      1997             1996
OPERATIONS
Net Investment Income (Loss) ...      $  (2,464,148)   $     921,341
Net Realized Gain on
 Investment Securities and
 Foreign Currency Transactions           40,252,470      123,157,502
Change in Net Appreciation of
 Investment Securities and
 Foreign Currency Transactions          (65,105,461)      54,919,111
                                     --------------------------------
NET INCREASE (DECREASE) IN NET
 ASSETS FROM OPERATIONS ........        (27,317,139)     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 .........        (80,828,360)     (76,317,721)
                                     --------------------------------           
                                                                             
TOTAL DISTRIBUTIONS ............        (80,828,360)     (77,290,521)
                                     --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares ..        822,575,123      702,306,362
Reinvestment of Distributions ..         78,801,267       75,476,587
                                     --------------------------------
                                        901,376,390      777,782,949
Amounts Paid for Repurchases
 of Shares .....................       (809,251,030)    (522,674,650)
                                     --------------------------------
NET INCREASE IN NET
 ASSETS FROM FUND
 SHARE TRANSACTIONS ............         92,125,360      255,108,299
                                     --------------------------------
Total Increase (Decrease) in
 Net Assets ....................        (16,020,139)     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
 ($9,165) and $430, 
 respectively).................         762,395,619      778,415,758
                                     ===============================
                 ----------------------------------------------

<PAGE>

FUND SHARE TRANSACTIONS
Shares Sold ...................          61,735,689       54,748,807
Shares Issued from Reinvestment
 of Distributions .............           6,127,628        6,109,290
                                    --------------------------------
                                         67,863,317       60,858,097
Shares Repurchased ............         (61,637,091)     (40,733,273)
Net Increase in Fund Shares ...           6,226,226       20,124,824
                                    =================================

See Notes to Financial Statements 


<PAGE>



INVESCO Dynamics Fund, Inc.
Notes to Financial Statement
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.
       Short-term  securities  are stated at amortized cost (which  approxi-
    mates market value) if maturity is 60 days or less at the time of pur-
    chase, or market value if maturity is greater than 60 days.
       Assets and liabilities initially expressed in terms of foreign cur-
    rencies are translated into U.S. dollars at the prevailing market rates as 
    quoted by one or more banks or dealers on the date of valuation.  The cost 
    of securities is translated into U.S. dollars at the rates of exchange  
    prevailing when such securities are acquired. Income and expenses are 
    translated into U.S. dollars at the rates of exchange prevailing when 
    accrued.
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 securi-
    ties will be recorded as soon as the Fund is informed of the dividend if

<PAGE>  

     such information is obtained  subsequent to the ex dividend date.  Interest
     income, which may be comprised of stated coupon rate, market discount,  
     original issue discount and amortized premium, is recorded on the accrual 
     basis. Cost is determined on the specific identification  basis. 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.
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 suffi-
     cient 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  distribu-
     tions 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, 1997,  0.02%  
     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  distribu-
     tions 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 transac-
     tions, nontaxable dividends, net operating losses and expired capital 
     loss carryforwards.  For the year ended April 30, 1997, the Fund 
     reclassified $4,410 from accumulated undistributed net investment income 
     to accumulated undistributed net realized gain on investment securities 
     and $2,458,963 from paid-in capital to accumulated net investment 
     income.  Net investment income, net realized  gains and net assets were 
     not affected.


<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 exchange 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 State-
     ment 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,  Transfer 
     Agent Fees and 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 Opera-
     tions.
        For the year ended April 30, 1997, Fees and Expenses Paid Indirectly
     consisted of $107,790, $699 and $211 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,  where  applicable,  per  participant  in an  omnibus
account,  per year. 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


<PAGE>



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, 1997, the Fund paid the Distributor  $2,012,429 for  reimbursement  of
expenses incurred.
     Effective January 1, 1997, the Rule 12b-1 distribution plan was modified by
action  of the  Board  of  Directors  so  that  the  Fund  compensates  IFG  for
permissable  activities and services in connection with the  distribution of the
Fund's shares.  Accordingly,  the above amount reflects reimbursements under the
plan for the eight months ended  December  31, 1996 and  compensation  under the
plan for the four months ended in April 30, 1997.  
NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended
April 30,  1997,  the  aggregate  cost of purchases  and proceeds  from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were $1,559,489,451 and $1,561,460,694,  respectively. There were no
purchases or sales of U.S. Government securities.
NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At April  30,  1997,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $58,136,923 and the gross  depreciation of securities in which there
was an excess of tax cost over value amounted to  $46,828,995,  resulting in net
appreciation of $11,307,928.
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 are based on an annual rate of 
40% of the retainer fee at the time of retirement.
     Pension expenses for the year ended April 30, 1997,  included in Directors'
Fees and Expenses in the Statement of Operations were $9,596.  Unfunded  accrued
pension  costs of $20,784  and  pension  liability  of $42,122  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.  At April 30, 1997,  there
were no such borrowings.








<PAGE>



Other Information
UNAUDITED

On January 31, 1997, a special meeting of the  shareholders of the Fund was held
at which the eleven directors  identified  below were elected,  the selection of
Price Waterhouse LLP as independent  accountants (Proposal 1), the approval of a
new investment  advisory agreement with IFG, (Proposal 2) and a new sub-advisory
agreement  between IFG and ITC  (Proposal 3) were  ratified.  The following is a
report of the votes cast:

<TABLE>
<CAPTION>
                                                                                                     Withheld/
Nominee/Proposal                                             For                    Against           Abstain                 Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>                  <C>                 <C>
Charles W. Brady .............................            40,772,538                    0            1,330,371           42,102,909
Dan J. Hesser ................................            40,829,345                    0            1,273,564           42,102,909
Fred A. Deering ..............................            40,824,334                    0            1,278,575           42,102,909
Victor L. Andrews ............................            40,772,366                    0            1,330,543           42,102,909
Bob R. Baker .................................            40,771,276                    0            1,331,663           42,102,909
Lawrence H. Budner ...........................            40,777,778                    0            1,325,131           42,102,909
Daniel D. Chabris ............................            40,814,077                    0            1,288,832           42,102,909
A.D. Frazier, Jr .............................            40,823,101                    0            1,279,808           42,102,909
Hubert L. Harris, Jr .........................            40,779,693                    0            1,323,216           42,102,909
Kenneth T. King ..............................            40,757,969                    0            1,344,940           42,102,909
John W. McIntyre .............................            40,778,346                    0            1,324,563           42,102,909

Proposal 1 ...................................            40,206,118              824,606            1,072,185           42,102,909
Proposal 2 ...................................            39,920,582              976,783            1,205,544           42,102,909
Proposal 3 ...................................            39,834,450            1,008,220            1,260,239           42,102,909
</TABLE>


<PAGE>



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

<TABLE>
<CAPTION>

                                                                         Year Ended April 30
                                                 --------------------------------------------------------------------------------- 
                                                    1997               1996              1995              1994               1993
<S>
PER SHARE DATA
Net Asset Value -                                <C>                <C>               <C>               <C>              <C>     
 Beginning of Period ............                $   13.61     $        11.38    $        10.15    $        10.89     $       9.57
                                                 ---------------------------------------------------------------------------------
INCOME FROM INVESTMENT
 OPERATIONS
Net Investment Income
 (Loss) .........................                    (0.04)              0.02              0.03             (0.02)           (0.03)
Net Gains or (Losses)
 on Securities
 (Both Realized and
 Unrealized) ....................                    (0.19)              3.94              1.34              1.99             1.64
                                                 ----------------------------------------------------------------------------------
Total from Investment
 Operations .....................                    (0.23)              3.96              1.37              1.97             1.61
                                                 ----------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
 Investment Income+ .............                     0.00               0.02              0.03              0.00             0.00
Distributions from
 Capital Gains ..................                     1.36               1.71              0.11              2.71             0.29
                                                 ----------------------------------------------------------------------------------
Total Distributions .............                     1.36               1.73              0.14              2.71             0.29
                                                 ----------------------------------------------------------------------------------
Net Asset Value -
 End of Period ..................                $   12.02              13.61             11.38             10.15            10.89
                                                 ==================================================================================

TOTAL RETURN ....................                   (2.34%)            36.32%            13.57%            17.86%           16.80%

RATIOS
Net Assets -
 End of Period
 ($000 Omitted) .................               $  762,396            778,416           421,600           287,293          231,100
Ratio of Expenses to
 Average Net Assets# ............                    1.16%@            1.14%@            1.20%             1.17%            1.20%


<PAGE>

Ratio of Net Investment
 Income (Loss) to
 Average Net Assets# ............                   (0.31%)             0.16%             0.33%            (0.37%)         (0.38%)
Portfolio Turnover
 Rate ...........................                     204%               196%              176%              169%            144%
Average Commission
 Rate Paid^^ ....................                   0.0784               --                --                --               --
</TABLE>

+ 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.

^^ 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>



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,  1997,  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, 1997 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 30, 1997


<PAGE>



                                 FAMILY OF FUNDS

                                                                               
                                                                   Newspaper
Fund Name                             Fund Code   Ticker Symbol    Abbreviation
- -------------------------------------------------------------------------------
International
International Growth ..............      49          FSIGX          IntlGr
Asian Growth ......................      41          IVAGX          AsianGr
European ..........................      56          FEURX          Europ
European Small Company ............      37          IVECX          EuroSmCo
Latin American Growth .............      34          IVSLX          LatinAmGr
Pacific Basin .....................      54          FPBSX          PcBas
- -------------------------------------------------------------------------------
Sector
Energy ............................      50          FSTEX          Enrgy
Environmental Services ............      59          FSEVX          Envirn
Financial Services ................      57          FSFSX          FinSvc
Gold ..............................      51          FGLDX          Gold
Health Sciences ...................      52          FHLSX          HlthSc
Leisure ...........................      53          FLISX          Leisur
Realty ............................      42          IVSRX          Realty
Technology ........................      55          FTCHX          Tech
Utilities .........................      58          FSTUX          Util
Worldwide Capital Goods ...........      38          ISWGX          WldCap
Worldwide Communications ..........      39          ISWCX          WldCom
- -------------------------------------------------------------------------------
Capital Appreciation
Growth ............................      10          FLRFX          Grwth
Dynamics ..........................      20          FIDYX          Dynm
Small Company .....................      74          IDSCX          DivSmCo
Emerging Growth ...................      60          FIEGX          Emgrth
- -------------------------------------------------------------------------------
Growth & Income
Industrial Income .................      15          FIIIX          IndInc
Value Equity ......................      46          FSEQX          ValEq
Multi-Asset Allocation ............      70          IMAAX          MulAstAl
Balanced ..........................      71          IMABX          Bal
Total Return ......................      48          FSFLX          TotRtn
- -------------------------------------------------------------------------------
Bond
Short-Term Bond ...................      33          INIBX          ShTrBd
Intermediate Government Bond ......      47          FIGBX          IntGov
U.S. Government Securities ........      32          FBDGX          USGvt
Select Income .....................      30          FBDSX          SelInc
High Yield ........................      31          FHYPX          HiYld
- -------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Intermediate Bond ........      36          IVTIX            *
Tax-Free Long-Term Bond ...........      35          FTIFX          TxFre
- -------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund ........      44          FUGXX          InvGvtMF


<PAGE>



Cash Reserves .....................      25      FDSXX              InvCshR
Tax-Free Money Fund ...............      40      FFRXX              InvTaxFree

* This fund does not meet size  requirements  to be assigned a ticker  symbol in
newspaper listings.

For more information about any of the INVESCO Funds,  including  management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.


<PAGE>



EasiVest makes it easy to pay yourself first.

     It seems  that for most of us the  hardest  part of  investing  at  regular
intervals comes down to simply writing the check, finding the stamp, and putting
it in the mail.  But with  INVESCO's  EasiVest it's so easy that we'll do almost
all the work for you.

     After you fill out the authorization and return it with a voided check, the
exact dollar  amount you specify will be  electronically  transferred  from your
bank account to your designated fund on the same day each month.

Using  EasiVest is one of the few time when you'll find the easy way may also be
one of the best.

     For  years  smart  investors  have  used an  investment  strategy  known as
dollar-cost averaging. It only makes sense that when prices are high an investor
will want to buy fewer shares, and when prices are low he will want to buy more.
By investing a fixed amount at regular  intervals with INVESCO's  EasiVest,  you
can take advantage of these market fluctuations.

     Over a  sufficient  period  of  time,  dollar-cost  averaging  may make the
average price you pay per share less than the actual average price per share. So
follow  the lead of  successful  investors  and take  advantage  of  dollar-cost
averaging with INVESCO's EasiVest.

     Like other investment  systems,  periodic  investment plans do not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve  continuous  investment in securities  regardless of  fluctuating  price
levels in the market,  you should  consider your  financial  ability to continue
purchases through low price levels. Finally, be aware that you will incur a loss
under the plan if you decide to liquidate  your account when the market value of
accumulated shares is less than their cost.

     Just follow  these  simple  authorization  instructions  and let  INVESCO's
EasiVest help you build for your future.

     1. Call your bank for their ABA and  account  numbers.  Then  complete  the
EasiVest authorization and sign it the same way you would your personal checks.

     2.  Enclose an  unsigned,  personal  check or savings  deposit  slip marked
"Void."

     3. Place a voided check or savings  deposit  slip and signed  authorization
form in an envelope; then mail it to us.

     It's that easy to start  building your mutual fund  portfolio.  And you can
take advantage of INVESCO's EasiVest with as little as $50 a month.

Questions?  Call us at 1-800-525-8085.
Start building for your future today.


<PAGE>



EASIVEST AUTHORIZATION FOR AUTOMATIC INVESTMENTS

     Before  returning this  Authorization,  please be sure to contact your bank
for the correct ABA number and account number.

I authorize  INVESCO  Funds Group to transfer  money from my checking or savings
account  on or  about  the 7th or 21st  (check  one) day of each  month  for the
amounts and funds indicated below:

Fund___________________________________ Acct.#_______________________________

$__________________________ ($50 minimum)      ___ 7th                   ___21st

- ----------------------------------------------------------------------------
Bank Name
- ----------------------------------------------------------------------------
Bank Street Address
- ----------------------------------------------------------------------------
City, State, Zip
- ----------------------------------------------------------------------------
ABA Number (available from your bank)
     Bank Phone Number
___________________        This is a __ Checking Account __ Savings Account
Bank Account Number
- ----------------------------------------------------------------------------
Owner's Name (First, Middle Initial, Last)
- ----------------------------------------------------------------------------
Joint Owner's Name (First, Middle Initial, Last)
- ----------------------------------------------------------------------------
Owner Street Address
- ----------------------------------------------------------------------------
City, State, Zip
- ----------------------------------------------------------------------------
Signature                                                               Date 
- ----------------------------------------------------------------------------
Signature                                                               Date
- ----------------------------------------------------------------------------
Daytime Telephone Number                            Evening Telephone Number

Don't forget to attach a voided check or deposit slip.

This  authority is to remain in effect  until I revoke it in writing and,  until
INVESCO receives such  notification,  I agree INVESCO will be fully protected in
honoring any such electronic  debit. I further agree that if any such electronic
debit  is  not  honored,  whether  with  cause  or  without  cause  and  whether
intentionally or  unintentionally,  INVESCO will not be liable whatsoever.  This
authorization  will become a part of the fund application  subject to the terms,
representations and conditions thereof.

Like other investment  systems,  periodic  investment plans do not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve


<PAGE>



continuous  investment in securities  regardless of fluctuating  price levels in
the market,  you should  consider your financial  ability to continue  purchases
through low price levels. Finally, be aware that you will incur a loss under the
plan  if you  decide  to  liquidate  your  account  when  the  market  value  of
accumulated shares is less than their cost.



<PAGE>


INVESCO FUNDS

INVESCO Funds Group, Inc.,(SM) Distributor
Post Office Box 173706
Denver, CO 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

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

This information must be preceded or accompanied by a current prospectus.





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