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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____
Pre-Effective Amendment No. _____ _____
Post-Effective Amendment No. 52 (File Number 2-54516) X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ___
Amendment No. 28 (File Number 811-2591) X
IDS GROWTH FUND, INC.
IDS Tower 10, Minneapolis, Minnesota 55440-0010
Leslie L. Ogg, 901 S. Marquette Ave., Suite 2810
Minneapolis, MN 55402-3268
(612) 330-9283
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
_____on (date) pursuant to paragraph (b) of rule 485
_____60 days after filing pursuant to paragraph (a)
_____on (date) pursuant to paragraph (a) of rule 485
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit1 Price2 Fee
<S> <C> <C> <C> <C>
Capital Stock
of $.01 par
value per share Indefinite* N/A N/A N/A
Capital Stock
of $.01 par
value per share 2,171,200 $19.47 $42,273,264 $100
_______________________________________________________________________________
*Registrant has registered an indefinite number or amount of securities under the Securities Act of 1933 pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Rule 24f-2 Notice for Registrant's most recent fiscal year ended July 31,
1994 was filed on or about Sept. 27, 1994.
</TABLE>
1. Computed under Rule 457(d) on the basis of the offering price
per share at the close of business of September 19, 1994.
2. Registrant elects to calculate the maximum aggregate offering
price pursuant to Rule 24e-2. $144,928,592 of shares was redeemed
during the fiscal year ended July 31, 1994. $102,945,351 of shares
was used for reductions pursuant to paragraph (c) of Rule 24f-2
during the current year. $41,983,241 of shares is the amount of
redeemed shares used for reduction in this amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, IDS Money Market
Series, Inc. certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Minneapolis and State of Minnesota on the 27th day
of September, 1994.
IDS GROWTH FUND, INC.
By /s/ William R. Pearce*
William R. Pearce, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on the 27th day
of September, 1994.
Signature Capacity
/s/ William R. Pearce* President, Principal
William R. Pearce Executive Officer and
Director
/s/ Leslie L. Ogg* Treasurer, Principal
Leslie L. Ogg Financial Officer and
Principal Accounting
Officer
/s/ William H. Dudley** Director
William H. Dudley
/s/ Robert F. Froehlke** Director
Robert F. Froehlke
/s/ Anne P. Jones** Director
Anne P. Jones
/s/ Donald M. Kendall** Director
Donald M. Kendall
/s/ Melvin R. Laird** Director
Melvin R. Laird
/s/ Lewis W. Lehr** Director
Lewis W. Lehr
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Signature Capacity
/s/ Aulana L. Peters** Director
Aulana L. Peters
/s/ Edson W. Spencer** Director
Edson W. Spencer
/s/ Jeffrey E. Stiefler** Director
Jeffrey E. Stiefler
/s/ John R. Thomas** Director
John R. Thomas
/s/ Wheelock Whitney** Director
Wheelock Whitney
*Signed pursuant to Officers' Power of Attorney, filed
electronically as Exhibit 17(a) to Post-Effective Amendment No. 47
to Registration Statement No. 2-38355 by
_____________________________
Leslie L. Ogg
**Signed pursuant to Directors' Power of Attorney, filed
electronically as Exhibit 17(b) to Post-Effective Amendment No. 47,
to registration Statement No. 2-38355 by
_____________________________
Leslie L. Ogg
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EXHIBIT INDEX
(B)(10) OPINION OF COUNSEL
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September 27, 1994
IDS Growth Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of
the Company and all necessary certificates, permits, minute books,
documents and records of the Company, and the applicable statutes
of the State of Minnesota, and it is my opinion:
(a) That the Company is a corporation duly organized and existing
under the laws of the State of Minnesota with an authorized
capital stock of 10,000,000, shares, all of $.01 par value,
that such shares may be issued as full or fractional shares
and that on July 31, 1994, 54,708,952 shares were issued and
outstanding;
(b) That all such authorized shares are, under the laws of the
State of Minnesota, redeemable as provided in the Articles of
Incorporation of the Company and upon redemption shall have
the status of authorized and unissued shares;
(c) That the Company now proposes to register an additional
2,171,200 shares by post-effective amendment, pursuant to Rule
24e-2 of the Investment Company Act of 1940, and that when
sold at not less than their par value and in accordance with
applicable federal and state securities laws such shares will
be legally issued, fully paid and non-assessable.
I hereby consent that the foregoing opinion may be used in
connection with the post-effective amendment to your registration
statement to be filed by you pursuant to Section 24(e) of the
Investment Company Act of 1940, as amended for the purpose of
increasing the shares of capital stock, the securities specified
therein, as proposed to be offered.
Very truly yours,
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268
