INVESCO CAPITAL APPRECIATION FUNDS INC
N-30D, 1997-12-23
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SEMIANNUAL REPORT

October 31, 1997

INVESCO
DYNAMICS
FUND

A smart Choice for Seeking
Maximum Growth Potential








INVESCO FUNDS
<PAGE>

Market  Overview                                                 November  1997

     Despite  some  volatility,  this  has  been a  gratifying  year  for  stock
investors.  Broad market  averages are  approaching a third year of double-digit
returns, consumer confidence is running at historically high levels, the economy
has been  expanding for 79 months,  inflation  measured at the consumer level is
non-existent,  and interest rates remain low. Within this near-perfect  economic
environment,  corporate  earnings  have  thrived,  as  downsizing  and corporate
restructuring  -- along with improved  worker  productivity  -- helped make U.S.
companies the most efficient in the world.  In fact, the S&P 500 Index operating
earnings  have  increased  at a  double-digit  rate for an  unprecedented  fifth
consecutive year.(1)
    With all the good news about the economy,  financial  markets have  produced
euphoric results over the last 12 months.  These strong returns,  however,  were
accompanied by increased volatility. In the early spring, fears of inflation and
an overheating  economy caused the Federal Reserve Broad to increase  short-term
interest  rates by 25 basis points --  producing a sharp  pullback in the equity
markets. In August,  renewed inflation fears as well as concerns about corporate
earnings again dampened  investors'  returns. In both cases, the markets quickly
recovered and continued their upward trend.
    However, in the fall, U.S. equity markets experienced their first correction
- -- a decline  in value of more than 10% from  their  highs -- in more than seven
years.  On October 27, the Dow Jones  Industrial  Average  plunged 554.26 points
(the largest  point  decline in history,  but small by  percentage  measures) as
fears of slowing  economies in the  Asia/Pacific  Rim region  reignited  worries
about  corporate  earnings  and the  value of the  domestic  markets.1  However,
investors need to remember  that, in times of volatility,  emotions sway markets
more  than  fundamentals.  Fears  of a  global  recession  and an  international
currency  meltdown were  probably  without  warrant,  and the market has already
recovered its losses.
    Furthermore,  the U.S.  economy is still the dominant  economy in the world,
and  remains  fundamentally  sound.  Granted,  a slowdown  in  Asia/Pacific  Rim
countries may reduce corporate  earnings for selected  multinational  companies,
but it will  probably  not  derail the  expansion  here at home.  Continued  low
interest rates, non-existent inflation, and a better-balanced equity market with
strong  returns being posted across the  capitalization  spectrum bodes well for
the domestic economy and equity markets. Consequently, the health of the economy
and financial markets appears strong, although volatility is likely to continue.
    As we approach the new year, it is a good time to re-evaluate your financial
goals. From a historical perspective,  domestic equity indexes have averaged 10%
to 12% per year. When investors plan their strategies,  such average results are
appropriate  benchmarks  -- not  the 20% to 30%  recently  earned  in  financial
markets.

                                INVESCO Dynamics Fund
                      Average Annual Total Return as of 10/31/97(2)

                        1 year                          22.00%
                        --------------------------------------
                        5 years                         20.30%
                        --------------------------------------
                        10 years                        18.56
                        --------------------------------------

INVESCO Dynamics Fund

    According to independent fund analyst Lipper Analytical  Services,  Dynamics
Fund ranked #13 of 77 capital  appreciation funds for the five-year period ended
10/31/97.  Over the 10-year period,  the fund was ranked #9 of 55 funds, and for
the one-year period, #117 of 203 funds.(3)

<PAGE>

Graph:
         This  line  graph  represents  a  comparison  of the value of a $10,000
         investment  in the  INVESCO  Growth  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 2/28/95.

    For the  six-month  period ended  10/31/97,  Dynamics  Fund achieved a total
return of  29.78%,  dramatically  outperforming  the S&P 500,  which had a total
return of 15.12%,  and the S&P MidCap 400, with a return of 24.13%.  (Of course,
past performance is a 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 10/31/97.  The chart and other total return figures
cited  reflect  the  fund's  operating  expenses,  but the  indexes  do not have
expenses, which would, of course, have lowered their performance.(1,2)

Strategic Summary
    The fund continues its disciplined  approach by investing in a core group of
higher-quality,  market-leading growth companies; the remaining holdings consist
of  rapidly  accelerating  growth  companies,  which tend to  experience  higher
volatility.  This strategy offers exposure to the fastest growing sectors of the
economy.  Over the last six months,  market  leadership has passed to small- and
mid-cap stocks. As a result, the investment  environment  dramatically  improved
for  faster-growing  companies which helped enhance the fund's returns in recent
months.
    As mentioned in the annual report, we were intrigued about the possibilities
of the energy and communications sectors. The fund's increased emphasis on these
industry groups proved profitable as both experienced  strong price appreciation
in the last six months.  In the energy  sector,  worldwide  demand  continues to
increase  faster  than  production  supply.  This  has led to  positive  pricing
fundamentals  for both natural gas and oil,  and strong  gains were  achieved by
Apache Corp and Cooper  Cameron.  Apache Corp is an  exploration  and production
company with numerous recent exploration  successes,  while Cooper Cameron is an
international  designer,  manufacturer,  marketer,  and  servicer of oil and gas
equipment,  specializing in deep water exploration. We continue to favor service
companies in the energy sector.
    In the communications sector,  deregulation has led to increased competition
in an industry  with over $100  billion in revenue  potential.  This has created
enormous earnings growth  opportunities for selected  companies.  For instances,
NEXTEL  Communications  and CIENA  Corp have  significantly  contributed  to the
fund's performance. NEXTEL Communications is an unique wireless company that has
developed an attractive niche, and CIENA Corp makes telecommunications equipment
for long-distance fiber-optic networks.
    Health care remains a significant positive focus in the portfolio. As health
care  systems  throughout  the  world  continue  to  focus on  reducing  medical
expenditures,  exceptional  opportunities exist for companies providing products
capable of  enhancing  patient  care while  reducing  long-term  costs.  In this
regard,  Guidant Corp was a strong  contributor to  performance,  largely due to
innovative new products to treat  potentially  life  threatening  cardiovascular
conditions.  We also  increased the fund's  position in the  financial  services
sector,  where our investments  are skewed towards  mid-cap  companies with high
growth rates.  We believe this sector may continue to experience  consolidation,
and  many of  these  companies  may be  acquired,  leading  to  potential  price
appreciation.
    Looking  forward,  the present  economic  environment  bodes well for growth
companies.   However,  the  Asian  currency  crisis  may  continue  to  increase
volatility in the domestic market. With this in mind, we have reduced the fund's
exposure to firms that derive a  significant  portion of their  revenue from the
Asia/Pacific Rim region.  Nevertheless,  holdings will remain tilted towards the
fastest-growing   sectors   of  the   economy   --  health   care,   technology,
communications, and selected consumer growth companies.

<PAGE>

Fund Management
    INVESCO  Dynamics Fund is managed by INVESCO Senior Vice President  Timothy
J.  Miller and Thomas R.  Wald.  Tim  received  his MBA from the  University  of
Missouri,  and a BSBA from St.  Louis  University.  An  18-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.
    Thomas R. Wald assumed  responsibilities  of co-manager in October 1997. He
received his MBA from The Wharton School,  University of Pennsylvania,  and a BA
from  Tulane  University.  Before  joining  INVESCO in 1997,  Tom was the senior
health care analyst at Munder Capital Management.

(1)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,  while the Dow
Jones Industrial Average reflects  performance of  large-capitalization  stocks.
The Russell  2000 is an unmanaged  index  indicative  of  smaller-capitalization
stocks,  and is used in this  chart  because  the S&P MidCap 400 has not been in
existence for 10 years.

(2)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.

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



<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Ten Largest Common Stock Holdings
October 31,1997

Description                                                           Value
- --------------------------------------------------------------------------------
Cooper Cameron                                                  $24,839,550
Budget Group Class A                                             22,872,500
Eaton Corp                                                       22,542,613
Apache Corp                                                      21,000,000
Bay Networks                                                     20,556,250
Watson Pharmaceuticals                                           19,050,000
Elan PLC Sponsored ADR                                           18,703,125
Electronic Arts                                                  18,631,250
Nabors Industries                                                18,506,250
Nordstrom Inc                                                    18,375,000

Composition of holdings is subject to change.

      ---------------------------------------------------
     
INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Investment Securities
October 31,1997
UNAUDITED

                                                 Shares or
                                                 Principal
Description                                         Amount            Value
- --------------------------------------------------------------------------------
COMMON STOCKS 94.84%
AEROSPACE & DEFENSE 1.00%
Sundstrand Corp                                    200,000         $10,875,000
                                                                 -------------
AUTOMOBILES 2.19%
Eaton Corp                                         233,300          22,542,613
Group 1 Automotive*                                 90,000           1,175,625
                                                                 -------------
                                                                    23,718,238
                                                                 -------------
BANKS 3.07%
SouthTrust Corp                                    175,000           8,400,000
State Street                                       250,000          13,937,500
Summit Bancorp                                     255,000          10,885,312
                                                                 -------------
                                                                    33,222,812
                                                                 -------------
BEVERAGES 1.17%
Coca-Cola Enterprises                              450,000          12,656,250
                                                                 -------------
BROADCASTING 1.92%
Clear Channel Communications*                      150,000           9,900,000
Sinclair Broadcast Group Class A*                  300,000          10,950,000
                                                                 -------------
                                                                    20,850,000
                                                                 -------------
<PAGE>


COMMUNICATIONS -- EQUIPMENT
   & MANUFACTURING 2.93%
CIENA Corp*                                        200,000         11,000,000
Nokia Corp Sponsored ADR
   Representing A Shrs                             150,000         13,237,500
PairGain Technologies*                             265,000          7,486,250
                                                                -------------
                                                                   31,723,750
                                                                -------------
COMPUTER RELATED 13.58%
America Online*                                    150,000         11,550,000
Autodesk Inc                                       350,000         12,950,000
Bay Networks*                                      650,000         20,556,250
Broderbund Software*                               200,000          5,800,000
Cadence Design Systems*                             85,000          4,526,250
Cisco Systems*                                     200,000         16,406,260
Cognos Inc*                                        300,000          6,862,500
Dell Computer*                                     125,000         10,015,625
Electronic Arts*                                   550,000         18,631,250

HMT Technology*                                    400,000          6,750,000
Microsoft Corp*                                     85,000         11,050,000
Parametric Technology*                             275,000         12,134,375
Remedy Corp*                                       209,800          9,860,600
                                                                -------------
                                                                  147,093,110
                                                                -------------
ELECTRICAL EQUIPMENT 1.02%
Linear Technology                                  175,000         11,003,125
                                                                -------------
ELECTRONICS 1.10%
Parker-Hannifin Corp                               285,600         11,941,650
                                                                -------------
ELECTRONICS - SEMICONDUCTOR 2.51%
Analog Devices*                                    350,000         10,696,875
Maxim Integrated Products*                         197,500         13,084,375
Xilinx Inc*                                        100,000          3,412,500
                                                                -------------
                                                                   27,193,750
                                                                -------------
ENGINEERING & CONSTRUCTION 0.53%
Chicago Bridge & Iron NV New York Shrs             322,500          5,704,219
                                                                -------------
ENTERTAINMENT 0.93%
Time Warner                                        175,000         10,095,313
                                                                -------------
FINANCIAL 4.17%
Crestar Financial                                  225,000         10,645,312
Edwards (A G) Inc                                  252,500          8,285,156
Franklin Resources                                 165,000         14,829,375
Northern Trust                                     195,000         11,407,500
                                                                -------------
                                                                   45,167,343
                                                                -------------

<PAGE>

GAMING 1.04%
Midway Games*                                      300,025          6,281,773
Mirage Resorts*                                    200,000          5,000,000
                                                                -------------
                                                                   11,281,773
                                                                -------------
HEALTH CARE DRUGS - PHARMACEUTICALS 3.48%
Elan PLC Sponsored ADR*                            375,000         18,703,125
Watson Pharmaceuticals*                            600,000         19,050,000
                                                                -------------
                                                                   37,753,125
                                                                -------------
HEALTH CARE RELATED 4.64%
Guidant Corp                                       275,000         15,812,500
HBO & Co                                           400,000         17,400,000
Stryker Corp                                       275,000         10,226,562
Tenet Healthcare*                                  222,500          6,800,156
                                                                -------------
                                                                   50,239,218
                                                                -------------
INSURANCE 0.96%
Progressive Corp                                   100,000         10,425,000
                                                                -------------
INVESTMENT BANK/BROKER FIRM 1.30%
Lehman Brothers Holdings                           300,000         14,118,750
                                                                -------------
LEISURE TIME 2.21%
International Game Technology                      600,000         15,337,500
Royal Caribbean Cruises Ltd                        185,000          8,590,938
                                                                -------------
                                                                   23,928,438
                                                                -------------
MACHINERY 3.85%
Aeroquip-Vickers Inc                               297,600         15,493,800
Case Corp                                          150,000          8,971,875
Cincinnati Milacron                                198,900          5,519,475
Ingersoll-Rand Co                                  300,000         11,681,250
                                                                -------------
                                                                   41,666,400
                                                                -------------
OFFICE EQUIPMENT& SUPPLIES 0.94%
US Office Products*                                325,000         10,156,250
                                                                -------------
OIL & GAS RELATED 13.96%
Anadarko Petroleum                                 100,000          7,325,000
Apache Corp                                        500,000         21,000,000
Canadian Occidental Petroleum                      700,000         17,937,500
Coflexip SA Sponsored ADR                          250,000         13,750,000
Cooper Cameron*                                    343,800         24,839,550
Enserch Exploration*                             1,000,000          9,000,000
Gulf Canada Resources Ltd*                       1,000,000          8,375,000
NS Group*                                          135,000          3,611,250

<PAGE>


Nabors Industries*                                 450,000         18,506,250
National Energy Group*                             800,000          4,350,000
Olsen (Fred) Energy ASA*^                           93,000          2,338,087
Seagull Energy*                                    250,000          6,109,375
Vastar Resources                                   350,000         14,131,250
                                                                -------------
                                                                  151,273,262
                                                                -------------
POLLUTION CONTROL 1.88%
Laidlaw Inc                                        500,000          7,062,500
USA Waste Services*                                359,375         13,296,875
                                                                -------------
                                                                   20,359,375
                                                                -------------
RAILROADS 0.84%
Kansas City Southern Industries                   300,000           9,150,000
                                                                -------------
REAL ESTATE INVESTMENT TRUST 0.82%
Vornado Realty Trust                              200,000           8,925,000
                                                                -------------
RETAIL 6.89%
Costco Cos*                                       300,000          11,550,000

Home Depot                                        300,000          16,687,500
Meyer (Fred) Inc*                                 441,200          12,601,775
Nordstrom Inc                                     300,000          18,375,000
Tandy Corp                                        450,000          15,468,750
                                                                -------------
                                                                   74,683,025
                                                                -------------
SAVINGS & LOAN 2.26%
Charter One Financial                             241,500          14,037,188
Washington Mutual                                 152,000          10,402,500
                                                                -------------
                                                                   24,439,688
                                                                -------------
SERVICES 6.92%
Budget Group Class A*                             653,500          22,872,500
Corrections Corp of America*                      325,000           9,912,500
i2 Technologies*                                  235,000          10,677,813
Omnicom Group                                     150,000          10,593,750
Robert Half International*                        145,000           5,935,937
Snyder Communications*                            300,000           8,850,000
WPP Group PLC                                   1,330,000           6,077,896
                                                                -------------
                                                                   74,920,396
                                                                -------------
TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 1.68%
NEXTEL Communications Class A*                    600,000          15,750,000
NEXTLINK Communications Class A*                  110,000           2,488,750
                                                                -------------
                                                                   18,238,750
                                                                -------------

<PAGE>


TELECOMMUNICATIONS -
   LONG DISTANCE 2.29%
Brooks Fiber Properties*                          300,000          16,762,500
ICG Communications*                               350,000           8,050,000
                                                                -------------
                                                                   24,812,500
                                                                -------------
TELEPHONE 2.04%
Century Telephone Enterprises                     290,900          12,345,069
Intermedia Communications*                        215,000           9,755,625
                                                                -------------
                                                                   22,100,694
                                                                -------------
TEXTILE - APPAREL MANUFACTURING 0.72%
Warnaco Group Class A                             275,000           7,768,750
                                                                -------------
TOTAL COMMON STOCKS (Cost $881,397,906)                         1,027,484,954
                                                                -------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 5.16%
AUTOMOBILES 2.86%
Ford Motor Credit
   5.570%, 11/4/1997                           30,980,000          30,980,000
                                                                -------------
CONSUMER FINANCE 2.30%
Household Finance
   5.680%, 11/3/1997                           24,870,000          24,870,000
                                                                -------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $55,850,000)                                              55,850,000
                                                                -------------
TOTAL INVESTMENT SECURITIES
   AT VALUE 100.00%
   (Cost $937,247,906) (Cost for
   Income Tax Purposes $938,366,386)                           $1,083,334,954
                                                               ==============

* Security is non-income producing.

^  Security  is  registered  pursuant  to  Rule  144A  and may be  deemed  to be
restricted for resale to institutional investors.

See Notes to Financial Statements



<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Assets and Liabilities
October 31, 1997
UNAUDITED

ASSETS
Investment Securities at Value
   (Cost $937,247,906)                                 $1,083,334,954
Receivables:
   Investment Securities Sold                              15,766,820
   Fund Shares Sold                                        18,639,694
   Dividends and Interest                                     421,202
Prepaid Expenses                                              148,493
                                                      ---------------
TOTAL ASSETS                                            1,118,311,163
                                                      ---------------
LIABILITIES
Payables:
   Custodian                                                1,822,340
   Investment Securities Purchased                         25,108,407
   Fund Shares Repurchased                                  1,521,511
Accrued Distribution Expenses                                 243,675
Accrued Expenses and Other Payables                            15,082
                                                      ---------------
TOTAL LIABILITIES                                          28,711,015
                                                      ---------------
Net Assets at Value                                    $1,089,600,148
                                                      ===============
NET ASSETS
Paid-in Capital*                                          807,495,546
Accumulated Undistributed Net
   Investment Loss                                        (2,086,702)
Accumulated Undistributed Net
   Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                           138,104,091
Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                           146,087,213
                                                      ---------------
Net Assets at Value                                    $1,089,600,148
                                                      ===============
Net Asset Value, Offering and
   Redemption Price per Share                                  $15.60
                                                              =======

* The Fund has 100 million authorized shares of common stock, par value of $0.01
per share, of which 69,844,456 were outstanding at October 31, 1997.

See Notes to Financial Statements




<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Operations
Six Months Ended October 31, 1997
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                  $2,536,539
Interest                                                      918,676
   Foreign Taxes Withheld                                    (61,815)
                                                      ---------------
   TOTAL INCOME                                             3,393,400
                                                      ---------------
EXPENSES
Investment Advisory Fees                                    2,756,491
Distribution Expenses                                       1,245,916
Transfer Agent Fees                                         1,058,226
Administrative Fees                                            79,755
Custodian Fees and Expenses                                   100,227
Directors' Fees and Expenses                                   35,354
Professional Fees and Expenses                                 36,702
Registration Fees and Expenses                                 81,353
Reports to Shareholders                                        92,090
Other Expenses                                                 32,115
                                                      ---------------
   TOTAL EXPENSES                                           5,518,229
   Fees and Expenses Paid Indirectly                         (47,292)
                                                      ---------------
   NET EXPENSES                                             5,470,937
                                                      ---------------
NET INVESTMENT LOSS                                       (2,077,537)
                                                      ---------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                           106,359,524
Change in Net Appreciation of
   Investment Securities and Foreign
   Currency Transactions                                  129,176,393
                                                      ---------------
NET GAIN ON INVESTMENT SECURITIES                         235,535,917
                                                      ---------------
Net Increase in Net Assets
   from Operations                                       $233,458,380
                                                      ===============

See Notes to Financial Statements




<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Changes in Net Assets
<TABLE>
<CAPTION>

                                                           Six Months                    Year
                                                                Ended                   Ended
                                                           October 31                April 30
                                                         ------------            ------------
                                                                 1997                    1997
                                                            UNAUDITED
<S>                                                     <C>                    <C>   

OPERATIONS
Net Investment Loss                                      $(2,077,537)            $(2,464,148)
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                           106,359,524              40,252,470
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign Currency
   Transactions                                           129,176,393            (65,105,461)
                                                         ------------            ------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS                                 233,458,380            (27,317,139)
                                                         ------------            ------------
DISTRIBUTIONS TO SHAREHOLDERS
   FROM NET REALIZED GAIN ON
   INVESTMENT SECURITIES                                            0            (80,828,360)
                                                         ------------            ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             663,664,226             822,575,123
Reinvestment of Distributions                                       0              78,801,267
                                                         ------------            ------------
                                                          663,664,226             901,376,390
                                                         ------------            ------------
Amounts Paid for Repurchases
   of Shares                                            (569,918,077)           (809,251,030)
                                                         ------------            ------------
NET INCREASE IN NET ASSETS FROM
   FUND SHARE TRANSACTIONS                                 93,746,149              92,125,360
                                                         ------------            ------------
Total Increase (Decrease)
   in Net Assets                                          327,204,529            (16,020,139)
NET ASSETS
Beginning of Period                                       762,395,619             778,415,758
                                                         ------------            ------------


<PAGE>

End of Period (Including
   Accumulated Undistributed Net
   Investment Loss of $2,086,702
   and $9,165, respectively)                           $1,089,600,148            $762,395,619
                                                       ==============            ============

FUND SHARE TRANSACTIONS
Shares Sold                                                45,129,161              61,735,689
Shares Issued from Reinvestment
   of Distributions                                                 0               6,127,628
                                                         ------------            ------------

                                                           45,129,161              67,863,317
Shares Repurchased                                       (38,697,384)            (61,637,091)
                                                         ------------            ------------
Net Increase in Fund Shares                                 6,431,777               6,226,226
                                                         ============            ============

See Notes to Financial Statements

</TABLE>

<PAGE>

INVESCO Capital Appreciation Funds, Inc. - Dynamics Fund
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Capital
Appreciation  Funds, Inc. is incorporated in Maryland and presently  consists of
Dynamics  Fund (the  "Fund").  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 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.
        Assets and liabilities initially expressed in terms of foreign 
     currencies 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  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,
     original issue discount and amortized premiums,  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.

<PAGE>

 
        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
     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.
        To the extent future capital gains are offset by capital loss 
     carryovers, such gains will not be distributed to shareholders.
        Dividends paid by the Fund from net investment income and distributions
     of net realized short-term capital gains  are,  for  federal  income tax
     purposes, taxable as ordinary income to shareholders.
        Investment  income  received  from  foreign  sources  may be subject to
     foreign withholding taxes.  Dividend and interest income is shown gross of
     foreign withholding taxes in the accompanying financial statements.
D.   DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS - Dividends and  distributions
     to  shareholders  are recorded by the Fund on the ex  dividend/distribution
     date.  The Fund  distributes  net realized  capital  gains,  if any, to its
     shareholders at least annually,  if not offset by capital loss  carryovers.
     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing   treatments  for  foreign  currency   transactions,   nontaxable
     dividends, net operating losses and expired capital loss carryforwards.
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,  Transfer
     Agent  Fees  are  reduced  by  credits  earned  by the Fund  from  security
     brokerage transactions under certain broker/service arrangements with third
     parties.  Such credits are included in Fees and Expenses Paid Indirectly in
     the Statement of Operations.
        For the six months  ended  October 31,  1997,  Fees and  Expenses  Paid
     Indirectly consisted of $46,839 included in Custodian Fees and Expenses and
     $453 included in Transfer Agent Fees, 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.


<PAGE>

    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
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of annual average net assets.  For the six
months ended October 31, 1997, the Fund paid the  Distributor  $1,155,268  under
the plan of distribution.  Effective  September 29, 1997, INVESCO  Distributors,
Inc., a wholly owned  subsidiary of IFG,  replaced IFG as Distributor.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the six months
ended October 31, 1997,  the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were $1,027,008,039 and $936,703,032, respectively.
    There were no purchases  or sales of U.S.  Government  securities.
NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At October 31, 1997,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $158,055,321 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to  $13,086,753,  resulting in net
appreciation of $144,968,568.
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 equal to 40% of the retainer fee at the time of
retirement.
    Pension  expenses  for the six months ended  October 31,  1997,  included in
Directors'  Fees and  Expenses  in the  Statement  of  Operations  were  $4,779.
Unfunded  accrued pension costs of $20,784 and pension  liability of $46,901 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 October 31, 1997, there were no such borrowings.

<PAGE>

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

<TABLE>
<CAPTION>

                                                     Six Months
                                                        Ended
                                                     October 31                        Year Ended April 30
                                                   ------------      ------------------------------------------------------
                                                           1997        1997        1996        1995        1994        1993
                                                      UNAUDITED
<S>                                                <C>               <C>        <C>          <C>        <C>          <C>

PER SHARE DATA
Net Asset Value - Beginning of Period                    $12.02      $13.61      $11.38      $10.15      $10.89       $9.57
                                                         ------      ------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                             (0.03)      (0.04)        0.02        0.03      (0.02)      (0.03)
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)                         3.61      (0.19)        3.94        1.34        1.99        1.64
                                                         -------     ------------------------------------------------------
Total from Investment Operations                           3.58      (0.23)        3.96        1.37        1.97        1.61
                                                         ------      ------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                      0.00        0.00        0.02        0.03        0.00        0.00
Distributions from Capital Gains                           0.00        1.36        1.71        0.11        2.71        0.29
                                                         ------      ------------------------------------------------------
Total Distributions                                        0.00        1.36        1.73        0.14        2.71        0.29
                                                         ------      ------------------------------------------------------
Net Asset Value - End of Period                          $15.60      $12.02      $13.61      $11.38      $10.15      $10.89
                                                         ======      ======================================================

TOTAL RETURN                                            29.78%*     (2.34%)      36.32%      13.57%      17.86%      16.80%

RATIOS
Net Assets - End of Period
    ($000 Omitted)                                   $1,089,600    $762,396    $778,416    $421,600    $287,293    $231,100
Ratio of Expenses to Average
    Net Assets#                                         0.56%*@      1.16%@      1.14%@       1.20%       1.17%       1.20%
Ratio of Net Investment Income
    (Loss) to Average Net Assets#                      (0.21%)*     (0.31%)       0.16%       0.33%     (0.37%)     (0.38%)
Portfolio Turnover Rate                                   100%*        204%        196%        176%        169%        144%


<PAGE>


Average Commission Rate Paid^^                         $0.0797*     $0.0784           -           -           -           -

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

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

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

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

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


</TABLE>
<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 Value                   74               IDSCX            DivSmCo
Small Capital 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>

INVESCO FUNDS

INVESCO Distributors, Inc. (SM)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

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

In Denver, 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 a current prospectus.




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