U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
INVESCO Dynamics Fund, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
2. Name of each series or class of funds for which this notice is
filed:
INVESCO Dynamics Fund, Inc.
3. Investment Company Act File Number: 811-1474
Securities Act File Number: 2-26125
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
0
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8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Shares = 67,863,317 $901,376,390
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f- 2:
Shares = 67,863,317 $901,376,390
11. Number and aggregate sales price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on Rule 24f-2
(from Item 10): $ 901,376,390
--------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + N/A
--------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 809,251,030
--------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to Rule 24e-2
(if applicable): + N/A
--------------
<PAGE>
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on Rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
if applicable: 92,125,360
--------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or regula-
tion (see Instruction C.6): x 1/3300
--------------
(vii) Fee due [line (i) or line(v)
multipled by line (vi)]: $ 27,916.78
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Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Information and Other Procedures (17 CFR 202.3a).
X
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
June 20, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
INVESCO Dynamics Fund, Inc.
By: /s/ Dan J. Hesser
-------------------------
Dan J. Hesser
President & Chief Executive Officer
Date: June 23, 1997
