AMERICAN GROWTH FUND INC, 485BPOS, 2000-11-29

AMERICAN GROWTH FUND INC
485BPOS, 2000-11-29

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 29, 2000
SECURITIES ACT FILE NO. 2-14543 INVESTMENT COMPANY ACT FILE
NO. 811-825
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 55
AND/OR
[x]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 25
[x]
(CHECK APPROPRIATE BOX OR BOXES)

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AMERICAN GROWTH FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
110 16th Street, Suite 1400
Denver, Colorado 80202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(303) 626-0600

Robert Brody
110 16th Street, Suite 1400
Denver, CO 80202
(Name and Address of Agent for Service)
-----------------------------------------------------------------
Approximate Date of Proposed Public Offering: as soon as
practicable after the effective date of the Registration
Statement
-----------------------------------------------------------------
It is proposed that this filing will become effective
(check appropriate box)

[X] immediately upon filing pursuant to paragraph (b)
[_] on pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[_] on (date) Pursuant to paragraph (a) (1)
[_] 75 days after filing pursuant to paragraph (a) (2)
<PAGE>
[_] on (date) pursuant to paragraph (a) (2) of Rule 485

If appropriate, check the following box:
[_] this post-effective amendment designates a new
effective Date for a previously filed post-effective
amendment.

Pursuant to Rule 24f-2(a) (1) under the Investment Company Act of
1940, the Fund has registered an indefinite number or amount of
its securities under the Securities Act of 1933. The Fund filed
its Rule 24f-2 notice for the fiscal year ended July 31, 2000 on
SEPTEMBER 27, 2000.
<PAGE>
American Growth Fund, Inc.
110 Sixteenth Street, Suite 1400
Denver, CO 80202
(303) 626-0600

Prospectus American Growth Fund, Inc.
Class A Class B Class C Class D

November 29, 2000

Table of Contents
<TABLE>
<S> <C>
Fund Overview 3
Investment Goal 3
Investment Approach 3
Investment Strategy 3
Risks 4
Investor Profiles 5
Fund Performance History 6
Fee Table 8
Information About the Fund 10
Fund Investment Objective 10
Fund Strategies 10
Managing Risks 11
Management 13
Board of Directors 13
Investment Advisor 13
Portfolio Managers 13
Pricing of Fund Shares 15
Your Account 16
Class A 16
Class B 16
Class C 17
Class D 17
Class A & D Sales Charges 18
Reducing Sales Charges 19
Buying Shares 20
Automatic Investment
Plan 21
Direct Deposit 21
Dividend
Reinvestment Plan 21
Systematic
Withdrawal Plan 21
Retirement Plans 21
Redeeming Shares 22
Account Minimum 24
Dividends 24
Distributions 24
Taxes 24
Financial Highlights 25
Understanding Terms 29
Contact Us 30
</TABLE>
American Growth Fund, Inc.
110 Sixteenth Street, Suite 1400, Denver CO. 80231
800-525-2406
CALLOUT
Meet Wiggins
From time to time you will see Wiggins appear throughout the
Prospectus. Wiggins will provide you with special information and
helpful hints.

The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal
offense.
<PAGE>
A Fund Overview

What is the Fund's investment goal?
The Funds primary objective is growth of capital. Income as a
factor in portfolio selection is a secondary objective.

Principal investment strategy.
Investment Research Corporation manages American Growth Fund,
Inc. (the Fund) using a growth style of investing. We use a
consistent approach to build equity portfolios, searching one-
by-one for companies whose fundamental strengths suggest the
potential to provide superior earnings growth over time. When a
companys fundamentals are strong, we believe earnings growth
will follow. Using this disciplined approach, we look for
companies having some or all of the following characteristics:

growth that is faster than a company's peers
growth that is faster than the market as a whole and
sustainable over the long term
strong management team
leading market positions and growing brand identities
financial, marketing, and operating strength

American Growth Fund normally invests in a portfolio of common
stocks, U.S. government securities, and a variety of corporate
fixed-income obligations. If the Fund invests in foreign
securities they generally are Canadian Securities or American
Depository receipts.

For the equity portion of its portfolio, the Fund
emphasizes investments in

CALLOUT
An investment in the Fund is not a bank deposit, and is not
insured or guaranteed by the FDIC or any other government agency.
<PAGE>
A Fund Overview cont.
common stocks with the potential for capital
appreciation. These stocks generally pay
regular dividends, although the Fund also may invest in
non-dividend-paying companies if, in our opinion, they
offer better prospects for capital appreciation.
Normally, the Fund will invest a significant percentage
(up to 75%) of its total assets in equity securities.

If the Fund invests in fixed-income, investment grade
securities, for temporary defensive purposes, they
generally are U.S. government obligations. If corporate
fixed income securities are used, the securities
normally are rated A or higher by Moody's Investor
Service, Inc. ("Moody's") or A or higher by Standard &
Poor's ("S&P"). There is no maximum limit on the amount
of straight debt securities in which the Fund may
invest, and the Fund may invest up to 100% of its
assets in such securities (of any maturities) for
temporary defensive purposes.

Main risks of investing.
The primary risks of investing in this Fund are:

Stock Market Risk. The value of the stocks and other
securities owned by American Growth Fund may fluctuate
depending on the performance of the companies that
issued them, general market economic conditions, and
investor confidence. In addition, if our assessment of
a company's ability to increase earnings faster than
the rest of the market is not correct, the securities
in the portfolio may not increase in value, and could
even decrease in value.

Interest Rate Risk. When interest rates change, the
value of the fixed-income portion of the Fund will be
affected. An increase in interest rates tends to reduce
the market value of debt securities.

Credit Risk. The value of the debt securities held by
the Fund fluctuates with the credit quality of the
issuers of those securities. Credit risk relates to the
ability of the issuer to make payments of principal and
interest when due, including default risk.

Foreign Investment Risk. Investments in foreign
securities involve different
<PAGE>
A Fund Overview cont.
risks than U.S. investments, including fluctuations in
currency exchange rates, potential unstable political
and economic structures, reduced availability of public
information, and lack of uniform financial reporting
and regulatory practices similar to those that apply to
U.S. issuers. The Fund will not invest more than 25% of
its assets in foreign securities. Securities of
Canadian Issue and American Depository Receipts are not
subject to the 25% limitation.

Loss of money is a risk of investment in the Fund.

An investment in the Fund is not a bank deposit, and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Who may want to invest in the Fund?
The Fund may be a good investment if you are...
seeking long-term capital growth from your investment
comfortable with the Fund's price volatility
comfortable with the risks associated with the Fund's
investment strategy

Who may not want to invest in the Fund?
The Fund may not be a good investment if you are...
investing for a short period of time
uncomfortable with volatility in the value of your
investment
<PAGE>
Fund Performance History

Set forth below is a graph comparing the Fund's performance
(Class D) as of the end of the ten most recently completed
calendar years, to the performance of the S&P 500 and the
Consumer Price Index for the same periods.

You should remember that unlike the Fund, the index is
unmanaged and doesn't reflect the actual costs of operating a
mutual fund, such as the costs of buying, selling, and holding
securities. The Fund's past performance does not necessarily
indicate how it will perform in the future.

<TABLE>
<S> <C> <C>
Best calendar quarter 12/99 15.61%
Worst calendar quarter 09/99 -3.48%
</TABLE>
Year to date performance for the nine months ending
9/30/2000 was -14.67%.
Sales loads or account fees are not reflected in the bar charts,
and if they were, returns would be less than those shown.
<PAGE>
Fund Performance History cont.

The following table sets forth the Fund's average annualized
total returns at maximum offering price for the one, five and
ten year periods ended 12/ 31/99 and life of the class from
commencement on 8/1/58 to 12/31/99 for the Fund's Class D shares.
Returns for the Fund's Class A, Class B and Class C shares are
for the one year ended December 31, 1999, and period from
inception on March 1, 1996 to December 31, 1999.

<TABLE>
<S> <C> <C>
DOW JONES
RELEVANT AVERAGE ANNUALIZED INDUSTRIAL
PERIOD TOTAL RETURN AVERAGE (DJIA)
Class D
1 year 2.80% 25.22%
5 year 11.33% 24.56%
10 year 10.25% 15.37%
Life of the Fund 10.40%
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Class A DJIA Class B DJIA Class C DJIA
One year 2.53%* 25.22% 3.06% 25.22% 6.86% 25.22%
Since inception 29.92%* 15.41% 29.74%* 15.41% 33.63%* 15.41%
</TABLE>

Past performance is not predictive of future performance. See
Performance Information in the Statement of Additional
Information for a discussion of the method of calculating total
return.

The Dow Jones Industrial Average is the most widely used market
indicator, composed of 30 large, actively traded issues.
<PAGE>
Fee Table

This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
<TABLE>
<S> <C> <C> <C> <C>
CLASS A CLASS B CLASS C CLASS D
SHAREHOLDER FEES: (fees paid directly from your investment)
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price)............
5.75% None None 5.75%
Maximum deferred sales charge
(load) as a percentage of original
purchase price or redemption proceeds,
whichever is lower.......................................
None(b) 5% (d) 1%(e) None(b)
Maximum sales charge (load) imposed on
reinvested dividends.....................................
None None None None
Redemption Fees............................................
None None None None
Exchange Fee...............................................
None None None None

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from
Fund assets)(a):
Management fees............................................
0.85% 0.85% 0.85% 0.85%
Distribution and Service (12b-1) fees......................
0.30% 1.00% 1.00% None
Other Expenses.............................................
1.13% 1.20% 1.19% 1.16%
Total Annual Fund Operating Expenses.......................
2.28% 3.05% 3.04% 2.01%
</TABLE>

(a) Class B shares convert to Class A shares automatically
approximately seven years after initial purchase. See Purchase
of Shares--Deferred Sales Charge Alternatives--Class B and Class
C Shares.
(b) Purchases of Class A and Class D shares in amounts of
$1,000,000 or more which are not subject to an initial sales
charge generally will be subject to a contingent deferred sales
charge of 1.0% of amounts redeemed within the first year of
purchase.
(c) Each participant in a retirement plan account is charged a
$20 annual service fee which is paid 50% to the Custodian of the
retirement plan and 50% to the Distributor to offset expenses
incurred in servicing such accounts.
(d) Contingent Deferred Sales Charge for the 1st 2 years are
5%, 3rd and 4th years - 4%, 5th yr. - 3%, 6th yr, - 2%, 7th
yr. - 1%.
(e) For one year.
<PAGE>
Fee Table cont.
This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds.
The example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all your shares at the end
of those periods. The example also assumes that your investment
has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual cost maybe higher or lower,
based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
EXAMPLE:
Class A $793 $1,246 $1,725 $3,040
Class B $808 $1,342 $1,901 $3,092*
Class C $407 $939 $1,596 $3,355
Class D $767 $1,169 $1,596 $2,778
</TABLE>

You would pay the following expenses if you did not redeem your
shares:

<TABLE>
<S> <C> <C> <C> <C>
Class A $793 $1,246 $1,725 $3,040
Class B $308 $942 $1,601 $3,092*
Class C $307 $939 $1,596 $3,355
Class D $767 $1,169 $1,596 $2,778
</TABLE>

The Example does not reflect sales charges (loads) on
reinvested dividends [and other distributions]. If these sales
charges (loads) were included, your costs would be higher.

*Class B expenses for years 8-10 are based on Class A expenses,
since Class B shares automatically convert to Class A shares
after 7 years.
<PAGE>
Information about the Fund

What is the Fund's investment objective?
The Fund's primary objective is growth of capital. Income as a
factor in portfolio selection is a secondary objective.

What are the Funds Strategies?
In attempting to achieve its investment objective, the Fund will
typically invest at least 65% of its assets in common stocks and
securities convertible into common stocks traded on national
securities exchanges or over-the-counter. Investment Research
Corporation, the Funds investment adviser (the Adviser) will
choose common stocks (or convertible securities) that it believes
have a potential for capital appreciation because of existing or
anticipated economic conditions or because the securities are
considered undervalued or out of favor with investors or are
expected to increase in price over the short-term. Convertible
debt securities will be rated at least A by Moody's Investor
Service or Standard and Poor's Ratings Services, or, if unrated,
will be comparable quality in the opinion of the Adviser.

In pursuing the Fund's objective, the Adviser intends to take a
conservative approach to investing, balancing the preservation of
capital against potential gains. When the Adviser believes the
securities the Fund holds may decline in value, the Fund may sell
them and, until such time as the Adviser believes market
conditions warrant otherwise, invest all or part of the assets in
corporate bonds, debentures (both short and long term) or
preferred stocks rated A or above (or, if unrated, of comparable
quality in the opinion of the Adviser), United States Government
securities, repurchase agreements whereby the underlying security
is issued by the United States Government or any agency thereof,
or retain funds in cash or cash equivalents. If the Fund takes
these temporary defensive positions that are inconsistent with
the Funds principal investment strategies in attempting to
respond to adverse market, economic, political or other
conditions, it may not achieve its investment objective. The
Funds performance could be lower during periods when it retains
or invests its assets in these more defensive holdings. There
are market risks in all investments in securities, and the value
of the Fund's securities, and consequently the Fund's share
price, will fluctuate.

We go beyond Wall Street analysis and perform our own intensive
in-house research to determine whether companies meet our growth
criteria. From time to time we meet company management teams and
other key staff face-to-face and tour corporate facilities and
manufacturing plants to get a complete picture of the company
before we invest.

Investing in any mutual fund involves risk, including the risk
that you may receive little or no return on your investment, and
the risk that you may lose part or all of the money you invest.
Before you invest in a Fund you should carefully evaluate the
risks. Because of the nature of the Fund, you should consider
the investment to be a long-term investment that typically
provides the best results when held for a number of years. The
following are the principal risks you assume when investing in
American Growth Fund. Please see the Statement of Additional
Information for further discussion of these risks and other
risks not discussed here.
<PAGE>
Information about the Fund cont.

Risks
------------------------------------------------------
Market risk is the risk that all or a majority of the securities
in a certain market - like the stock or bond market - will
decline in value because of factors such as economic conditions,
future expectations or investor confidence.
------------------------------------------------------
Industry and security risk is the risk that the value of
securities in a particular industry or the value of an individual
stock or bond will decline because of changing expectations for
the performance of that industry or for the individual company
issuing the stock or bond.
------------------------------------------------------
Interest rate risk is the risk that securities will decrease in
value if interest rates rise. The risk is greater for bonds with
longer maturities than for those with shorter maturities.

Credit risk is the possibility that a bond's issuer (or an
entity that insures a bond) will be unable to make timely
payments of interest and principal.
------------------------------------------------------
Foreign risk is the risk that foreign securities may be
adversely affected by political instability, changes in
currency exchange rates, foreign economic conditions or
inadequate regulatory and accounting standards.
------------------------------------------------------
Liquidity risk is the possibility that securities cannot be
readily sold, or can only be sold at a price lower than the
price that the Fund has valued them.

How we strive to manage them
------------------------------------------------------
We maintain a long-term investment approach and focus on stocks
we believe can appreciate over an extended time frame regardless
of interim market fluctuations.
------------------------------------------------------
We limit the amount of the Fund's assets invested in any one
industry and in any individual security. At the time of purchase
we do not invest more than 5% of the Fund's total assets in any
one issuer nor do we invest more than 25% in any one industry.
However, the Fund may invest up to 100% of its total assets in
U.S. Government Securities, such as Treasury Bills or Treasury
Notes. We also follow a rigorous selection process designed to
identify undervalued securities before choosing securities for
the portfolio.
------------------------------------------------------
When investing in debt American Growth Fund generally invests in
U.S. government securities only. If corporate debt is used it is
rated A or better.
------------------------------------------------------
We typically invest only a small portion of the Fund's portfolio
in foreign corporations through American Depository Receipts. We
do not invest directly in foreign securities. When we do
purchase ADRs, they are generally denominated in U.S. dollars and
traded on a U.S. exchange.
------------------------------------------------------
We limit exposure to illiquid securities.
<PAGE>
Information about the Fund cont.
A repurchase agreement is a contract under which the seller of a
security agrees to buy it back at an agreed upon price and time
in the future.

The Fund will enter into repurchase transactions only with
parties who meet creditworthiness standards approved by the
Funds board of directors. The Fund will not invest more than 10%
of its net assets in repurchase agreements that mature in more
than seven days, or securities that are illiquid by virtue of the
absence of a readily available market or legal or contractual
restrictions on resale.

High portfolio turnover (over 100%) may involve corresponding
greater brokerage commissions and other transaction costs which
will be borne directly by the Fund. In addition, high portfolio
turnover may result in increased short-term capital gains which,
when distributed to share holders, are treated as ordinary
income.
<PAGE>
Management

How is the Fund managed?
The daily operations of the Fund are managed by its officers
subject to the overall supervision and control of the board of
directors. The Fund also has a board of advisors which counsels
the directors as to general economic conditions and specific
industries.

The Board of Directors
The Board of Directors meets at least quarterly to establish
and oversee procedures and review the performance of the
investment adviser, distributor and others responsible for
services to the Fund.

The Investment Adviser
Since the organization of the Fund in 1958, its registered
investment adviser has been Investment Research Corporation
(IRC). Investment Research Corporation is located at 110
Sixteenth Street, Suite 1400, Denver, Colorado 80202-4418.

The Adviser provides investment advice and recommendations
concerning the purchases and sales of the Fund's portfolio of
securities. It also furnishes statistical and analytical
information and administrative and clerical services to the Fund.

The Fund has an agreement to pay the Adviser an annual fee for
its services based on a percentage of the Fund's average net
assets. Under the investment advisory contract with IRC, the
Adviser receives annual compensation for investment advice,
computed and paid monthly, equal to 1% of the first $30 million
of the Fund's average annual net assets and 0.75% of such assets
in excess of $30 million. The Fund pays its own operating
expenses. For the fiscal year ended July 31, 2000, this fee
amounted to 0.85% of the average net assets on each of the Funds
four classes.

Portfolio Managers
Robert Brody, the sole shareholder, President and Director of
the Adviser, has primary responsibility for making day-to-day
investment decisions for the Fund. Mr. Brody has acted in this
capacity for the Fund since 1958. He earned his undergraduate
degree in business administration with an emphasis in economics
and finance from the University of Denver. He later earned his
masters degree in both business administration and public
administration from the University of Denver. Mr. Brody is also
President and Director of the Fund's distributor, American
Growth Fund Sponsors, Inc.
<PAGE>
Management cont.

Timothy E. Taggart, Treasurer of the Fund and Executive Vice
President of the Adviser, acts as assistant portfolio manager
and analyst to the Fund President. He joined the Fund in 1983.
Mr. Taggart has a MBA from the University of Denver.

CALLOUT
American Growth Fund has a Code of Ethics designed to ensure that
the interests of fund shareholders come before the interests of
the people who manage the fund. Among other provisions, the Code
of Ethics prohibits Portfolio Managers and other investment
personnel from buying securities in an initial public offering or
from profiting from the purchase and sale of the same security
within 2 calendar days. In addition, the Code of Ethics requires
portfolio managers and other employees with access to information
about the purchase or sale of securities by the Fund to obtain
approval before executing personal trades.
<PAGE>
Pricing of Fund Shares
The price you pay for shares will depend on when we receive your
purchase order. If we or an authorized agent receive your order
before the close of trading on the New York Stock Exchange on a
business day, you will pay that day's closing share price, which
is based on the Fund's net asset value. If we receive your order
after the close of trading, you will pay the next business days
price. A business day is any day that the New York Stock Exchange
is open for business. Currently the Exchange is closed when the
following holidays are observed: New Years Day, Martin Luther
King, Jr.s Birthday, Presidents Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
We reserve the right to reject any purchase order.

We determine the Fund's net asset value (NAV) per share at the
close of trading of the New York Stock Exchange each business day
that the Exchange is open. We calculate this value by adding the
market value of all the securities and assets in the Funds
portfolio, deducting all liabilities, and dividing the resulting
number of shares outstanding. The result is the net asset value
per share. We price securities and other assets for which market
quotations are available at their market value. We price debt
securities on the basis of valuations provided to us by an
independent pricing service that uses methods approved by the
board of directors. Any debt securities that have a maturity
of less than 60 days we price at amortized cost. We price all
other securities at their fair market value using a method
approved by the board of directors.
<PAGE>
Your Account

Investing in the Fund
You can choose from a number of share classes for the Fund.
Because each share class has a different combination of sales
charges, fees, and other features, you should consult your
financial adviser to determine which class best suits your
investment goals and time frame. You may also consult the Funds
Statement of Additional Information for more details.

Choosing class A, B or C
Class A
Class A shares have an up-front sales charge of up to 5.75% that
you pay when you buy shares. The offering price for Class
A shares includes the front-end sales charge.
If you invest $50,000 or more, your front-end sales charge will
be reduced.
You may qualify for other reduced sales charges, as
described in How to reduce your sales charge, and under certain
circumstances the sales charge may be waived.
Class A shares are also subject to an annual 12b-1 fee no
greater than 0.30% of average net assets, which is lower than the
12b-1 fee for Class B and Class C shares.
Class A shares generally are not subject to a contingent
deferred sales charge unless they are sold in amounts of
$1,000,000 or more at net asset value and are redeemed within 1
year of purchase.
Class B
Class B shares have no up-front sales charge, so the full
amount of your purchase is invested in the Fund. However, you
will pay a contingent deferred sales charge if you redeem your
shares within seven years after you buy them.
If you redeem Class B shares during the first two years
after you buy them, the shares will be subject to a contingent
deferred sales charge of 5%. The contingent deferred sales charge
is 4% during the third and fourth years, 3% during the fifth
year, 2% during the sixth year, and 1% during the seventh year.
Under certain circumstances the contingent deferred sales
charge may be waived.
For approximately seven years after you buy your Class B
shares, they are subject to annual 12b-1 fees no greater than 1%
of average daily net assets, of which 0.25% are service fees
paid to the Distributor, dealers or others for providing
services and maintaining accounts.
Because of the higher 12b-1 fees, Class B shares have
higher expenses and any dividends paid on these shares are
lower than dividends on Class A shares.
Approximately seven years after you buy them, Class B
shares automatically convert into Class A shares with a 12b-1 fee
of no more than 0.30%. Conversions
<PAGE>
Your Account cont.
may occur as late as three months after the eighth anniversary of
purchase, during which time Class B's higher 12b-1 fees apply.
Class C
Class C shares have no up-front sales charge, so the full
amount of your purchase is invested in the Fund. However, you
will pay a contingent deferred sales charge if you redeem your
shares within 12 months after you buy them.
Under certain circumstances the contingent deferred sales
charge may be waived.
Class C shares are subject to an annual 12b-1 fee which may
not be greater than 1% of average daily net assets, of which
0.25% is service fees and 0.75% is distribution fees paid to the
distributor, dealers or others for providing personal services
and maintaining shareholder accounts.
Because of the higher 12b-1 fees, Class C shares have
higher expenses and pay lower dividends than A shares.
Unlike Class B shares, Class C shares do not automatically
convert into another class.
Class D
Class D shares are offered to investors who owned Class D
shares as of March 1, 1996. They are also available to the Funds
Adviser, and the Distributor's directors, certain institutional
investors, corporations and accounts managed by specific types of
fiduciaries.
Class D shares have an up-front sales charge of 5.75% that
you pay when you buy the shares. The offering price for Class D
shares includes the front-end sales charge.
If you invest $50,000 or more, your front-end sales charge
will be reduced.
You may qualify for other reduced sales charges, as
described in How to reduce your sales charge, and under certain
circumstances the sales charge may be waived.
Class D shares which are sold in amounts of $1,000,000 or
more at net asset value and are redeemed within one year of
purchase may be subject to a 1.0% contingent deferred sales
charge.

The Funds directors have adopted separate 12b-1 plans for Class
A, B and C that allow each class to pay distribution fees for the
sales and distributions of its shares. Because these fees are
paid out of each Classs assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost
you more than paying other types of sales charges.
<PAGE>
Your Account cont.

Class A and D Sales Charges

<TABLE>
<S> <C> <C> <C>
Amount of purchase Sales charge Sales chargeas Dealer's
as % of % of amount commission
offering invested as % of
price offering
price

Less than $50,000 5.75% 6.10% 5.00%

$50,000 but less 4.50% 4.71% 3.75%
than $100,000

$100,000 but less 3.50% 3.63% 2.75%
than $250,000

$250,000 but less 2.50% 2.56% 2.00%
than $500,000

$500,000 but less 2.00% 2.04% 1.60%
than $1,000,000

$1,000,000 and over* 0.00% 0.00% 0.00%

</TABLE>
* As shown above, there is no front-end sales charge when you
purchase $1 million or more of Class A shares. However, if your
financial adviser is paid a commission on your purchase, you
may have to pay a limited contingent deferred sales charge of 1%
if you redeem these shares within the first year.
<PAGE>
Your Account cont.
How to reduce your sales charge
We offer a number of ways to reduce or eliminate the sales charge
on shares. Please refer to the Statement of Additional
Information for detailed information and eligibility
requirements. You can also get additional information from your
financial adviser. You or your financial adviser must notify us
at the time you purchase shares if you are eligible for any of
these programs.

<TABLE>
<S> <C> <C> <C> <C>
Program How it works Share Class
A B C D
Letter of Through a Letter X Although the Letter
intent of Intent you of Intent and
agree to invest Rights of
a certain amount Accumulation do not
in American apply to the
Growth Fund over Purchase of Class B
a 13 month period and C shares, you
to qualify for can combine your
reduced front- purchase of A
end sales shares with your
charges. purchase of B and C
--------- ----------------- ----- shares to fulfill -----
Rights of You can combine X your Letter of X
Accumula- your holdings or Intent or qualify
tion purchases of all for Rights of
Classes in Accumulation
American Growth
Fund as well as
the holdings and
purchases of your
spouse and
children under 21
to qualify for
reduced front-
end sales
charges.
--------- ----------------- ----- ------------------- -----
Reinvest Up to 30 days X Not available for X
-ment of after you redeem Class B and Class C
redeemed shares, you can
shares reinvest the
proceeds without
paying a front-
end sales
charge.
--------- ----------------- ----- ------------------- -----
SIMPLE These investment X Not Available for X
IRA, SEP plans may qualify Class B and Class C
IRA, for reduced sales
SAR/SEP, charges by
Prototype combining the
Profit purchases of all
Sharing, members of the
Pension, group. Members of
401(k), these groups may
SIMPLE also qualify to
401(k), purchase shares
403(b)(7) without a front-
end sales charge
and a waiver of
any contingent
deferred sales
charge.
</TABLE>
<PAGE>
Your Account cont.

How to buy shares

Through your financial adviser
Your financial adviser can handle all the details of purchasing
shares, including opening an account. Your adviser may charge a
separate fee for this service.

By mail
Complete an investment application and mail it with your check,
made payable to the Fund and class of shares you wish to
purchase, to American Growth Fund, 110 Sixteenth Street, Suite
1400, Denver CO, 80202. If you are making an initial purchase by
mail, you must include a completed investment application (or an
appropriate retirement plan application if you are opening a
retirement account) with your check.

By wire
Ask your bank to wire the amount you want to invest to State
Street Bank and Trust, ABA # 011000028, dda # 99041774. Include
your account number and the name of the Fund Class in which you
want to invest. If you are making an initial purchase by wire,
you must call us so we can assign you an account number.

By exchange
You can exchange all or part of your investment in one of the
portfolios in the cash account trust, a no load diversified open-
end money market account. Please keep in mind, however, that we
can exchange only A and D shares for non-retirement accounts. To
open an account by exchange, call the Shareholder Service Center
at 1-800-525-2406. The money market fund is separately managed
from the Fund and is not affiliated with the Fund.

Please read the Prospectus before investing.
<PAGE>
Your Account cont.

How to buy shares cont.
Once you have completed an application, you can generally open an
account with no minimum initial investment and make additional
investments at any time in any amount.

Special Services
To help make investing with us as easy as possible, and to help
you build your investments, we offer the following special
services.
Automatic Investing Plan - The Automatic Investing Plan allows
you to make regular monthly investments directly from your
bank account.
Direct Deposit - With Direct Deposit you can make additional
investments through payroll deductions or recurring
government or private payments, such as direct transfers from
your bank account.
Dividend Reinvestment Plan - Through our Dividend Reinvestment
Plan, you can have your distributions reinvested in your
account. The shares that you purchase through the Dividend
Reinvestment Plan are not subject to a front-end sales charge
or to a contingent deferred sales charge. Under most
circumstances, you may reinvest dividends only into like
classes of shares.
Systematic Withdrawal Plan - Through our Systematic Withdrawal
Plan you can arrange a regular monthly or quarterly payment
from your account made to you or someone you designate. You
may also have your withdrawals deposited directly to your bank
account through our MoneyLine Direct Deposit Services.

Retirement plans
In addition to being an appropriate investment for your
Individual Retirement Account (IRA) and Roth IRA, shares in the
Funds may be suitable for group retirement plans. You may
establish your IRA account even if you are already a participant
in an employer-sponsored retirement plan. For more information on
how shares in the Fund can play an important role in your
retirement planning or for details about group plans, please
consult your financial adviser, or call 1-800-525-2406.
<PAGE>
Your Account cont.

How to redeem shares
Through your financial adviser
Your financial adviser can handle all the details of
redeeming shares. Your adviser may charge a separate fee for this
service.

By mail
You can redeem your shares (sell them back to the Fund) by mail
by writing to: American Growth Fund, 110 Sixteenth Street, Suite
1400, Denver, CO, 80202. All owners of the account must sign the
request, and for redemptions of $5,000.00 or more, you must
include a signature guarantee for each owner. Signature
guarantees are also required when redemption proceeds are going
to an address other than the address of record on an account. A
signature guarantee is a certification by a bank, brokerage firm
or other financial institution that a customer's signature is
valid; signature guarantees can be provided by members of the
STAMP program (a program made up of members who are authorized
to issue signature guarantees).

By wire
You can redeem $1,000.00 or more of your shares and have the
proceeds deposited directly to your bank account the next
business day after we receive your request. Bank information must
be on file before you request a wire redemption.

By phone
You can redeem shares by phone. All shareholders must be on the
call and redemption must be $5,000.00 or less and the proceeds
must be sent to the address of record and made payable to all
listed shareholders.
<PAGE>
Your Account cont.

How to redeem shares cont.
If you hold your shares in certificates, you must submit the
certificates with your request to sell the shares. We recommend
that you send your certificates by certified mail.

When you send us a properly completed request to redeem or
exchange shares, you will receive the net asset value as
determined on the business day we receive your request if we
receive it before the close of the NYSE, etc. We will deduct any
applicable contingent deferred sales charges. We will send you a
check, normally the next business day, but no later than seven
days after we receive your request to sell your shares. If you
recently purchased your shares by check, we will wait until your
check has cleared, which can take up to 15 days, before we send
your redemption proceeds.

If you are required to pay a contingent deferred sales charge
when you redeem shares, the amount subject to the fee will be
based on the shares' net asset value when you purchased them or
their net asset value when you redeem them, whichever is less.
This arrangement assures that you will not pay a contingent
deferred sales charge on any increase in the value of your
shares. The redemption price for purposes of this formula will
be the NAV of the shares you are actually redeeming.

Conversion of Class B Shares to Class A Shares. After
approximately seven years (the "Conversion Period"), Class B
shares will be converted automatically into Class A shares of the
Fund. Class A shares are subject to an ongoing service fee of
0.25% of average net assets and are subject to a distribution fee
of 0.05% of average net assets. Automatic conversion of Class B
shares into Class A shares will occur at least once each month
(on the "Conversion Date") on the basis of the relative net asset
values of the shares of the two classes on the Conversion Date,
without the imposition of any sales load, fee or other charge.
Conversion of Class B shares to Class A shares will not be deemed
a purchase or sale of the shares for Federal income tax purposes.

In addition, shares purchased through reinvestment of dividends
and distributions on Class B shares also will convert
automatically to Class A shares. The Conversion Date for dividend
reinvestment shares will be calculated taking into account the
length of time the shares underlying such reinvestment shares
were outstanding. If at a Conversion Date the conversion of Class
B shares to Class A shares of the Fund in a single account will
result in less than $50 worth of Class B shares being left in the
account, all of the Class B shares of the Fund held in the
account on Conversion Date will be converted to Class A shares of
the Fund.
<PAGE>
Your Account cont.

Share certificates for Class B shares of the Fund to be converted
must be delivered to the Transfer Agent at least one week prior
to the Conversion Date applicable to those shares. In the event
such certificates are not received by the Transfer Agent at least
one week prior to the Conversion Date, the related Class B shares
will convert to Class A shares on the next scheduled Conversion
Date after such certificates are delivered.

Account minimum
If you redeem shares and your account balance falls below a
minimum of $250.00, and stays there for a period of 12 months or
longer, the Fund may redeem your account after 30 days written
notice to you.

Dividends, distributions and taxes
The Fund's policy is to declare income dividends and capital
gains distributions to its shareholders in December and to pay
them in January of each calendar year unless the board of
directors of the Fund determines that it is to the shareholders
benefit to make distributions on a different basis.

Unless the shareholder at his or her option on notice to the
Fund previously requests payments in cash, income dividends and
capital gains distributions will be reinvested in Fund shares of
the same class, at their relative net asset values as of the
business day next following the distribution record date. If no
instructions are given on the application form, all income
dividends and capital gains distributions will be reinvested.

The Fund intends to make distributions that may be taxed as
ordinary income and capital gains (Capital gains may be taxable
at different rates depending on the length of the time the Fund
holds its assets)

Tax Laws are subject to change, so we urge you to consult your
tax adviser about your particular tax situation and how it might
be affected by current tax law. The tax status of your dividends
from this Fund is the same whether you reinvest your dividends
or receive them in cash. Distributions from the Fund's long-term
capital gains are taxable as capital gains, while distributions
from short-term capital gains and net investment income are
generally taxable as ordinary income. Any capital gains may be
taxable at different rates depending on the length of time the
Fund held the assets. In addition, you may be subject to state
and local taxes on distributions.

We will send you a statement each year by January 31 detailing
the amount and nature of all dividends and capital gains that
you were paid for the prior year.
<PAGE>
Financial Highlights

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class A Year Ended July 31,
2000 1999 1998 1997 19966

Per Share Operating Data:
Net Asset Value,
Beginning of Period $9.57 $9.49 $11.30 $8.84 $9.21
----------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (0.10) (0.05) 0.044 0.144 -4
Net realized and unrealized
gain (loss) 0.01 0.21 (0.90) 2.83 (0.37)
Total income (loss) from investment
operations (0.09) 0.16 (0.86) 2.97 (0.37)
----------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment
income - (0.04) (0.06)5(0.12)5 -
Book return of capital - (0.04) - - -
Distributions from net
realized gain (0.60) - (0.89) (0.39) -
Total dividends and distributions
to shareholders (0.60) (0.08) (0.95) (0.51) -
----------------------------------------------------------------
Net Asset Value, End of
Period $8.88 $9.57 $9.49 $11.30 $8.84
----------------------------------------------------------------
Total Return at Net Asset
Value1 (1.6)% 2.0% (7.6)% 34.6% (4.0)%
Ratios/Supplemental Data:

Net assets, end of period
(in thousands) $5,622 $8,635 $14,246$10,536 $3,838
----------------------------------------------------------------
Ratio to average net assets:
Net investment income (loss) (0.97)%0.00% 0.42% 1.28% 0.13%7
Expenses2 2.28% 1.98% 1.77% 1.76% 2.06%7

Portfolio Turnover Rate3 106.7% 109.3% 103.5% 106.2% 163.1%
</TABLE>

1. Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period with all dividends and
distributions reinvested in additional shares on the reinvestment
date and redemption at the net asset value calculated on the last
business day of the fiscal period. Sales charges are not
reflected in total returns. Total returns are not annualized for
periods of less than one full year.
2. The expense ratio reflects the effect of expenses paid
indirectly by the Fund.
3. The lesser of purchases and sales of portfolio securities for
a period, divided by the monthly average of the market value of
securities owned during the period. Securities with a maturity or
expiration date at the time of acquisition of one year or less
are excluded from the calculation. Purchases and sales of
investment securities (other than short-term securities) for the
year ended July 31, 2000, aggregated $87,171,940 and
$97,992,466, respectively.
4. Net investment income (loss) per share is based upon relative
daily net asset values.
5. Dividends from net investment income per share are based upon
relative net asset values as of the business day following the
distribution record date.
6. For the period from March 1, 1996 (inception of offering) to
July 31, 1996.
7. Annualized.
<PAGE>
Financial Highlights cont.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class B Year Ended July 31,
2000 1999 1998 1997 19966

Per Share Operating Data:
Net Asset Value,
Beginning of Period $9.45 $9.37 $11.18 $8.80 $9.21
----------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (0.19) (0.13) (0.01)4 0.074 (0.01)4
Net realized and unrealized
gain (loss) 0.04 0.22 (0.90) 2.79 (0.40)
Total income (loss) from
investment operations. (0.15) 0.09 (0.91) 2.86 (0.41)
----------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net
investment income - (0.01) (0.01)5(0.09)5 -
Book return of capital - -7 - - -
Distributions from net
realized gain (0.60) - (0.89) (0.39) -
Total dividends and distributions
to shareholders (0.60) (0.01) (0.90) (0.48) -
----------------------------------------------------------------
Net Asset Value, End of
Period $8.70 $9.45 $9.37 $11.18 $8.80
----------------------------------------------------------------
Total Return at Net Asset
Value1 (2.3)% 0.9% (8.2)% 33.5% (4.5)%

Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $7,027 $11,265$15,533$10,962 $3,417
----------------------------------------------------------------
Ratio to average net assets:
Net investment income (loss) (1.73)%(0.01)%(0.32)%0.49% (0.52)%8
Expenses2 3.05% 2.73% 2.52% 2.46% 2.81%8

Portfolio Turnover Rate3 106.7% 109.3% 103.5% 106.2% 163.1%
</TABLE>

1. Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period with all dividends and
distributions reinvested in additional shares on the reinvestment
date and redemption at the net asset value calculated on the last
business day of the fiscal period. Sales charges are not
reflected in total returns. Total returns are not annualized for
periods of less than one full year.
2. The expense ratio reflects the effect of expenses paid
indirectly by the Fund.
3. The lesser of purchases and sales of portfolio securities for
a period, divided by the monthly average of the market value of
securities owned during the period. Securities with a maturity or
expiration date at the time of acquisition of one year or less
are excluded from the calculation. Purchases and sales of
investment securities (other than short_term securities) for the
year ended July 31, 2000, aggregated $87,171,940 and $97,992,466,
respectively.
4. Net investment income (loss) per share is based upon relative
daily net asset values.
5. Dividends from net investment income per share are based upon
relative net asset values as of the business day following the
distribution record date.
6. For the period from March 1, 1996 (inception of offering) to
July 31, 1996.
7. Less than $0.005 per share.
8. Annualized.
<PAGE>
Financial Highlights cont.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class C Year Ended July 31,
2000 1999 1998 1997 19966

Per Share Operating Data:
Net Asset Value,
Beginning of Period $9.44 $9.37 $11.19 $8.81 $9.21
----------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (0.19) (0.14) (0.02)4 0.074 -4
Net realized and unrealized
gain (loss) 0.03 0.23 (0.90) 2.79 (0.40)
Total income (loss) from
investment operations. (0.16) 0.09 (0.92) 2.86 (0.40)
----------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net
investment income - (0.01) (0.01)5(0.09)5 -
Book return of capital - (0.01) - - -
Distributions from net
realized gain (0.60) - (0.89) (0.39) -
Total dividends and distributions
to shareholders (0.60) (0.02) (0.90) (0.48) -
----------------------------------------------------------------
Net Asset Value, End of
Period $8.68 $9.44 $9.37 $11.19 $8.81
----------------------------------------------------------------
Total Return at Net Asset
Value1 (2.4)% 0.9% (8.2)% 33.6% (4.3)%

Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $1,902 $3,131 $4,498 $3,023 $367
----------------------------------------------------------------
Ratio to average net assets:
Net investment income (loss) (1.72)%(0.01)%(0.31)%0.55% (0.63)%7
Expenses2 3.04% 2.75% 2.52% 2.50% 2.97%7
Portfolio Turnover Rate3 106.7% 109.3% 103.5% 106.2% 163.1%
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class D Year Ended July 31,

Per Share Operating Data: 2000 1999 1998 1997 1996
Net Asset Value,
beginning of period...... $9.61 $9.53 $11.33 $8.85 $8.75
----------------------------------------------------------------
Income(loss) from
investment operations:
Net investment income.... (0.08) 0.01 0.074 0.174 0.034
Net realized and unrealized
gain (loss)............... 0.01 0.17 (0.90) 2.82 0.39
Total income (loss) from
investment operations..... (0.07) 0.18 (0.83) 2.99 0.42
----------------------------------------------------------------
Dividends and distributions
to shareholders:
Dividends from net
investment income ....... - (0.05) (0.08)5(0.12)5(0.12)5
Book return of capital - (0.05) _ _ _
Distributions from net
realized gain............ (0.60) _ (0.89) (0.39) (0.20)
Total dividends and
distributions to
shareholders............. (0.60) (0.10) (0.97) (0.51) (0.32)
----------------------------------------------------------------
Net Asset Value,
end of period............ $8.94 $9.61 $9.53 $11.33 $8.85
----------------------------------------------------------------
Total Return at Net Asset
Value1................... (1.5)% 1.9% (7.4)% 35.1% 4.8%
Ratios/Supplemental Data:
Net assets, end of period
(in thousands)........... $61,817$74,111$89,364$115,106$100,130
----------------------------------------------------------------
Ratios to average net
assets:
Net investment income
(loss)................... (0.74)% 0.14% 0.63% 1.71% 0.47%
Expenses2................. 2.01% 1.72% 1.54% 1.55% 1.63%
Portfolio turnover
rate3.................... 106.7% 109.3%103.5% 106.2% 163.1%
</TABLE>

Understanding the Financial Highlights
The tables on the preceding pages itemize what contributed to the
changes in share price during the period. They also show the
changes in share price for this period in comparison to changes
over the last four fiscal periods.

On a per share basis, the tables include as appropriate:

share prices at the beginning of the period
investment income and capital gains or losses
distributions of income and capital gains paid to
shareholders
share prices at the end of the period

The tables also include some key statistics for the period as
appropriate:

Total Return - the overall percentage of return of the Fund,
assuming the reinvestment of all distributions
Expense Ratio - operating expenses as a percentage of average net
assets
Net Investment Income Ratio - net investment income as a
percentage of average net assets
Portfolio Turnover - the percentage of the Fund's buying and
selling activity

The Financial Highlights have been audited by KPMG LLP,
independent auditors. Their Independent Auditors Report is
included in the Fund's annual report for the year ended July 31,
2000, which is included inthe Statement of Additional
Information. Both are available upon request and without
charge from the Fund's Distributor.
<PAGE>
American Growth Fund, Inc.
110 Sixteenth Street, Suite 1400
Denver, CO 80202
800-525-2406
303-626-0600
303-626-0614 Fax

ADVISER
Investment Research Corporation
Administration Offices and Mailing Address:
110 Sixteenth Street, Suite 1400
Denver, CO 80202

DISTRIBUTOR
American Growth Fund Sponsors, Inc.
Administration Offices and Mailing Address:
110 Sixteenth Street, Suite 1400
Denver, CO 80202
(303) 626-0600
(800) 525-2406
(303) 626-0614 Fax

TRANSFER AGENT
Boston Financial Data Services, Inc.
Administrative Offices
Two Heritage Drive
North Quincy, Massachusetts, 02172

INDEPENDENT AUDITORS
KPMG LLP
707 17th Street, Suite 2300
Denver, Colorado 80202

CUSTODIAN
State Street Bank and Trust Company
One Heritage Drive
North Quincy, Massachusetts, 02171

Additional information about the Funds investments is available
in the Funds annual and semi-annual reports to shareholders. In
the Funds shareholder reports, you will find a discussion of the
market conditions and investment strategies that significantly
affected the Funds performance during the report period. You can
find more detailed information about the Fund in the current
Statement of Additional Information, which we have filed
electronically with the Securities and Exchange Commission (SEC)
and which is legally a part of this prospectus. If you want a
free copy of the Statement of Additional Information, the annual
or semi-annual report, or if you have any questions about
investing in this Fund, you can write to us at 110 Sixteenth
Street, Suite 1400, Denver, CO 80202, or call toll-free
800-525-2406. You may also obtain additional information about
the Fund from your financial adviser.
You can find reports and other information about the Fund on the
SEC web site (http://www.sec.gov) or you can get copies of this
information, after payment of a duplicating fee, by writing to
the Public Reference Section of the SEC, Washington, D.C.
20549-6009. Information about the Fund, including its Statement
of Additional Information, can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in
Washington D.C. You can get information on the public reference
room by calling the SEC at 1-800-SEC-0330.
Shareholder Service Center
Call the Shareholder Service Center Monday through Friday,
6:30 a.m. to 5:00 p.m. Mountain time.
For fund information; literature, price, and performance
figures.
For information on existing regular investment accounts and
retirement plan accounts including wire investments; wire
redemptions; telephone redemptions and telephone exchanges.

Investment Company Act File #811-825
<PAGE>
AMERICAN GROWTH FUND, INC.

110 16th Street, Suite 1400, Denver, Colorado 80202
303-0626-0600

STATEMENT OF ADDITIONAL INFORMATION

November 29, 2000

This Statement of Additional Information is not a prospectus.
Prospective investors should read this Statement of Additional
Information only in conjunction with the Prospectus of American
Growth Fund, Inc. (the Fund) dated November 29, 2000. A copy of
the Prospectus may be obtained by writing American Growth Fund
Sponsors, Inc. (the Distributor), 110 16th Street, Suite 1400,
Denver, Colorado 80202.

AMERICAN GROWTH FUND, INC.
110 16th Street, Suite 1400, Denver, Colorado, 80202
303-626-0600
800-525-2406

<TABLE>
<S> <C>
ADDITIONAL INVESTMENT INFORMATION. . . . . . . . . . . . . B-2
AUTOMATIC CASH WITHDRAWAL PLAN . . . . . . . . . . . . . . B-7
BROKERAGE. . . . . . . . . . . . . . . . . . . . . . . . . B-9
CALCULATION OF NET ASSET VALUE . . . . . . . . . . . . . . B-10
CUSTODIAN AND INDEPENDENT ACCOUNTANTS. . . . . . . . . . . B-9
DISTRIBUTION OF SHARES . . . . . . . . . . . . . . . . . . B-5
DISTRIBUTION PLANS . . . . . . . . . . . . . . . . . . . . B-8
DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . B-10
INVESTMENT ADVISORY AGREEMENT. . . . . . . . . . . . . . . B-4
MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . B-3
PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . . . B-12
RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . . B-7
</TABLE>
<PAGE>
ADDITIONAL INVESTMENT INFORMATION

The following information supplements the information in American
Growth Fund, Inc.s (the Funds) Prospectus under the heading
Objectives and Investment Policy.
The Fund is subject to certain restrictions on its investment
policies, including the following:

1. No securities may be purchased on margin, the Fund may not
sell securities short, and will not participate in a joint or
joint and several basis with others in any securities trading
account.

2. Not more than 5% of the value of the assets of the Fund at
the time of investment may be invested in securities of any one
issuer other than securities issued by the United States
government.

3. Not more than 10% of any class of voting securities or other
securities of any one issuer may be held in the portfolio of the
Fund.

4. The Fund cannot act as an underwriter of securities of other
issuers.

5. The Fund cannot borrow money except from a bank as a
temporary measure for extraordinary or emergency purposes, and
then only in an amount not to exceed 10% of its total assets
taken at cost, or mortgage or pledge any of its assets.

6. The Fund cannot make or purchase loans to any person
including real estate mortgage loans, other than through the
purchase of a portion of publicly distributed debt securities
pursuant to the investment policy of the Fund.

7. The Fund cannot issue senior securities or purchase the
securities of another investment company or investment trust
except in the open market where no profit to a sponsor or
dealer, other than the customary broker's commission,
results from such purchase (but the total of such investment
shall not exceed 10% of the net assets of the Fund), or except
when such purchase is part of a plan of merger or consolidation.
The Fund may purchase securities of other investment companies
in the open market if the purchase involves only customary
brokers commissions and only if immediately thereafter (i) no
more than 3% of the voting securities of any one investment
company are owned by the Fund, (ii) no more than 5% of the value
of the total assets of the Fund would be invested in any one
investment company, and (iii) no more than 10% of the value of
the total assets of the Fund would be invested in the securities
of such investment companies. Should the Fund purchase securities
of other investment companies, the Funds shareholders may incur
additional management and distribution fees.

8. The Fund cannot invest in the securities of issuers which
have been in operation for less than three years if such purchase
at the time thereof would cause more than 5% of the net assets of
the Fund to be so invested, and in any event, any such
investments must be limited to utility or pipeline companies.

9. The Fund cannot invest in companies for the purpose of
exercising management or control.

10. The Fund cannot deal in real estate, commodities or
commodity contracts.

11. In applying its restrictions on concentration of
investments in any one industry, the Fund uses industry
classifications based, where applicable, on Bridge Information
Systems, Reuters, the S&P Stock Guide published by Standard &
Poors, the ONeil Database published by William ONeil & Co., Inc.,
information obtained from Value Line, Bloomberg L.P. and Moodys
International, and/or the prospectus of the issuing company,
and/or other recognized classification resources. Selection of
an appropriate industry classification resource will be made by
management in the exercise of its reasonable discretion. The
Fund will not concentrate its investments in any particular
industry nor will it purchase a security if, as a result of such
purchase, more than 25% of its assets will be invested in a
particular industry.

12. The Fund cannot invest in puts, calls, straddles, spreads
or any combination thereof.

The foregoing policies can be changed only by approval of
a majority of the outstanding shares of the Fund, which means
the lesser of (i) 67% of the shares represented at a meeting at
which more than 50% of the outstanding shares are present in
person or by proxy, or (ii) more than 50% of the outstanding
shares.

When the Fund makes temporary investments in U.S.
Government securities, it ordinarily will purchase Treasury
Bills, Notes, or Bonds. The Fund may make temporary
investments in repurchase agreements where the underlying
security is issued or guaranteed by the U.S. Government or
an agency thereof. The Fund will not invest more than 10% of
its assets in repurchase
<PAGE>
agreements maturing in more than seven days, or securities
that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on
resale. The Fund will not invest in real estate limited
partnership interests, other than interests in readily
marketable real estate investment trusts. The Fund will not
invest in oil, gas or mineral leases, or invest more than 5% of
its net assets in warrants or rights, valued at the lower of
cost or market, nor more than 2% of its net assets in warrants
or rights (valued on the same basis) which are not listed on
the New York or American Stock Exchanges.

MANAGEMENT OF THE FUND

The day-to-day operations of the Fund are managed by its
officers subject to the overall supervision and control of the
board of directors. The Fund also has a board of advisors which
counsels the directors as to general economic conditions and
specific industries. The following information about the
directors, officers and advisors of the Fund includes their
principal occupations for the past five years:

<TABLE>
<CAPTION>
<S> <C> <C>
POSITION(S) HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE WITH FUND DURING PAST 5 YEARS

Robert Brody* (75) President, See below for
110 Sixteenth Street, Director affiliations with
Suite 1400 Investment Research
Denver, Colorado Corporation (the
Adviser or IRC) and
Distributor

Michael J. Baum, Director Investor in securities
Jr. (83) and real estate;
1321 Bannock St. engaged in mortgage
Denver, Colorado financing, president
of Baum Securities,
M & N Investment
Company and First
Ave. Corp. all of
which are real estate
investment companies.

Eddie R. Bush (61) Director Certified Public
1400 W. 122nd Ave. Accountant
Suite 220
Westminster, Colorado

Harold Rosen (73) Director Owner of Bi-Rite
#1 Middle Road Furniture Stores.
Englewood, CO

Timothy E. Taggart(47) Treasurer Principal financial
110 Sixteenth Street, and accounting
Suite 1400 officer, employee of
Denver, Colorado Adviser since 1983.
See below for
affiliation with
Distributor.

D. Leann Baird (53) Secretary Employee of Adviser
110 Sixteenth Street, since 1977. See below
Suite 1400 for affiliations with
Denver, CO Adviser and
Distributor

William D. Farr (90) Advisory Board President and Director
P.O. Box 878 Member of Farr Farms Company,
Greeley, Colorado Chairman of the Board
of Northern Colorado
Water Conservancy,
Past President of the
National Cattlemen's
Association,
Board Member of
Greeley Water Board.
</TABLE>
<PAGE>
*Robert Brody is an "interested person" of the Fund as defined by
the Investment Company Act of 1940.

Robert Brody is the sole shareholder, president and a
director of the Adviser. He is also president and a director of
the Distributor. Timothy E. Taggart is a director and secretary
of the Distributor and director of the Adviser. D. Leann Baird is
secretary and director of the Adviser.

All officers, directors and members of the Fund's advisory
board in the aggregate (a total of 7) received total compensation
of $5,900, from the Fund in fiscal year 2000. Directors of the
Fund except Mr. Brody were compensated at the rate of $400 per
meeting attended, and the board members who are members of the
audit committee receive an additional $100 per meeting;
Advisory Board members were compensated at the rate of $200 per
meeting attended.

Out-of-town directors are also reimbursed for their travel
expenses to meetings.

During the year ended July 31, 2000, Messrs. Baum, Bush,
and Rosen, the only directors other than Mr. Brody serving
during that year, were each paid the following compensation by
the Fund:

<TABLE>
<CAPTION>
<S> <C>
Aggregate Compensation Paid by the Fund

Name of Director During the Fiscal Year Ended July 31, 2000.

Michael J. Baum, Jr. $2,000

Eddie R. Bush $1,500

Harold Rosen $1,600
</TABLE>

In addition, for the fiscal year ended July 31, 2000, Mr.
Farr served as an advisory board member and received fees of
$800 from the Fund.

None of the above named persons received any retirement
benefits or other form of deferred compensation from the Fund.
There are no other funds that together with the Fund constitute a
Fund Complex.

As of November 20, 2000, no person owned more than 5% of
the Fund and all officers and directors as a group (a total of 6)
owned directly 296,801 of its shares or 3.64% of shares
outstanding. Together, directly and indirectly, all the officers
and directors as a group owned 321,745 shares or 3.95% of all
shares outstanding.

As of November 20, 2000, officers, directors and members of
the advisory board and their relatives owned of record and
beneficially Fund shares with net asset value of approximately
$2,310,127 representing approximately 3.97% of the total net
assets of the Fund.

INVESTMENT ADVISORY AGREEMENT

Since the organization of the Fund in 1958, its investment
adviser has been Investment Research Corporation (the Adviser),
110 16th Street, Suite 1400, Denver, Colorado 80202. Robert
Brody, the sole shareholder, president and a director of the
Adviser, is a control person of the Adviser.

Under the terms of its advisory agreement with the Fund,
the Adviser is paid an annual fee of one percent of the Funds
average net assets up to $30,000,000 of such assets and three-
fourths of one percent of such assets above $30,000,000. This fee
and all other expenses of the Fund (subject to the limitations
described below) are paid by the Fund. The fee is computed daily
based on the assets and paid on the fifth day of the ensuing
month. For this fee the Adviser manages the portfolio of the Fund
and furnishes such statistical and analytical information as the
Fund may reasonably require.

The advisory agreement requires the Fund to pay its own
expenses subject to the limitations set by the securities laws in
effect from time to time in the states in which the Funds
securities are then registered for sale or are exempt from
registration and offered for sale. The categories of expenses
paid by the Fund are set forth in detail in the Fund's financial
statements. Currently the Funds securities are either registered
for sale or are exempt from registration and offered for sale in
all fifty states, the District of Columbia and the Commonwealth
of Puerto Rico. State laws governing the limitation on expenses
may change from time to time, and management of the Fund will
comply with the most restrictive state law.
<PAGE>
Total advisory fees paid by the Fund to the Adviser in
fiscal years 1998, 1999 and 2000 were $1,102,795, $918,554, and
$755,510, resulting in management fees of 0.81%, 0.83% and 0.85%
of average net assets, respectively.

The advisory agreement will continue from year to year so
long as such continuance is specifically approved annually either
by the vote of the entire board of directors of the Fund or by
the vote of a majority of the outstanding shares of the Fund,
and in either case by the vote of a majority of the directors who
are not interested persons of the Fund or the Adviser cast in
person at a meeting called for the purpose of voting on such
approval. The advisory agreement may be canceled without penalty
by either party upon 60 days notice and automatically terminates
in the event of assignment.

DISTRIBUTION OF SHARES

The Fund's distributor is American Growth Fund Sponsors,
Inc., (Sponsors or the Distributor) 110 16th Street, Suite 1400,
Denver, Colorado 80202, which continuously sells the Funds
shares to dealers and directly to investors. The offering of the
Funds shares is subject to withdrawal or cancellation at any
time. The Fund and the Distributor reserve the right to reject
any order for any reason.

The Fund offers four classes of shares with a par value
$.01 per share. The shares are fully paid and non-assessable
when issued. Each Class A, Class B, Class C and Class D share of
the Fund represents an identical interest in the investment
portfolio of the Fund and has the same rights, except that Class
A, Class B and Class C shares bear the expenses of ongoing
service fees and distribution fees, Class B and Class C may bear
the additional incremental transfer agency costs resulting from
the deferred sales charge arrangements, and Class B shares have
a conversion feature. The fees that are imposed on Class A,
Class B and Class C shares are imposed directly against those
classes and not against all assets of the Fund and, accordingly,
such charges do not affect the net asset value of any other
class or have any impact on investors choosing another sales
charge option. Dividends paid by the Fund for each class of
shares are calculated in the same manner at the same time and
will differ only to the extent that distribution and service plan
fees and any incremental transfer agency or other costs relating
to a particular class are borne exclusively by that class. Class
A, Class B, and Class C shares each have exclusive voting rights
with respect to the distribution and service plan adopted with
respect to such class pursuant to which distribution and service
plan fees are paid, except that because Class B shares convert
automatically to Class A shares approximately seven years after
issuance. The distribution and service plan for Class A shares is
also subject to the right of Class B shareholders to vote with
respect to it.

The Fund has entered into separate distribution agreements
with the Distributor in connection with the offering of each
class of shares of the Fund (the "Distribution Agreements"). The
Distributor has made no firm commitment to take any Fund shares
from the Fund and is permitted to buy only sufficient shares to
fill unconditional orders placed with it by investors and
selected investment dealers. The Distribution Agreements obligate
the Distributor to pay certain expenses in connection with the
offering of each class of shares of the Fund. After the
prospectuses, statements of additional information and periodic
reports have been prepared, set in type and mailed to
shareholders, the Distributor pays for the printing and
distribution of copies thereof used in connection with the
offering to dealers and investors. The Distributor also pays for
other supplementary sales literature and advertising costs.

Fund shares may be purchased at the public offering price
through the Distributor or through broker-dealers who are
members of the National Association of Securities Dealers, Inc.
who have sales agreements with the Distributer. The Prospectus
contains information concerning how the public offering price
of the Funds shares is determined. The Distributor allows
dealers discounts or concessions from the applicable public
offering price on Class A and Class D shares. Concessions are
alike for all dealers in the United States and its territories,
but the Distributor may pay additional compensation for special
services. On direct sales to customers through its own sales
representatives, the Distributor pays to them such portion of
the sales commission as it deems appropriate.

Initial Sales Alternatives - Class A and Class D Shares.
The gross sales charges for the sale of Class D shares for the
fiscal years ended July 31, 1998, 1999 and 2000 were $176,815,
$46,598, and $30,317 respectively. The gross sales charges for
the sale of Class A shares for the fiscal years ended July 31,
1998, 1999 and 2000 was $458,078, $135,051 and $108,707,
respectively. For the fiscal years ended July 31, 1998, 1999
and 2000, for the sale of Class D shares the Distributor
retained $89,162, $27,755 and $24,591 respectively, as its
portion of commissions paid by purchasers of the Funds shares
after allowing as concessions to other dealers $87,652, $17,790
and $5,726 respectively. For the period ended July 31, 2000,
for the sale of Class A shares the Distributor retained $2,793
as its portion of commissions paid by purchases of the Funds
shares after allowing as concession to other dealers $14,899.
During the same periods no commissions were paid to the
Distributor on sales and purchases of portfolio securities.
<PAGE>
The following sample calculation of the public offering
price of one Class A and Class D share of the Fund is based on
the net asset value of one Class A and Class D share as of July
31, 2000 and a transaction with an applicable sales charge at the
maximum rate of 5.75%.

<TABLE>
<S> <C> <C> <C> <C>
Net asset value per share Class D Class A Class B Class C
(Total net assets/
Total shares outstanding) $8.94 $8.88 $8.70 $8.68
(5.75% of offering price) 0.55 0.54 0.00 0.00
Maximum offering price per
share $9.49 $9.42 $8.70 $8.68
</TABLE>

Investment Plans. Investors have flexibility in the
purchase of shares under the Fund's investment plans. They may
make single, lump-sum investments and they may add to their
accounts on a regular basis, including through reinvestment of
dividends and capital gains distributions.

An investor may elect on his application to have all
dividends and capital gains distributions reinvested or take
income dividends in cash and have any capital gains
distributions reinvested. An investor may also retain the
option of electing to take any year's capital gains distribution
in cash by notifying the Fund of his choice to do so in writing.

The Internal Revenue Code contains limitations and
restrictions upon participation in all forms of qualified plans
and for contributions made to retirement plans for tax years
beginning after December 31, 1986. Consultation with an attorney
or a competent tax advisor regarding retirement plans is
recommended. A discussion of the various qualified plans offered
by the Fund is contained elsewhere in this Statement of
Additional Information.

Investors Right of Accumulation. For Class A and Class D
shareholders the value of all assets held the day an order is
received which qualifies for rights of accumulation may be
combined to determine the aggregate investment of any person in
ascertaining the sales charge applicable to each subsequent
purchase. For example, for any person who has previously
purchased and still holds Class A or Class D shares,
respectively, with a value (at current offering price) of
$20,000 on which he paid a charge of 5.75% and subsequently
purchases $80,000 of additional Class A or Class D shares,
respectively, the charge applicable to the trade of $80,000
would be 3.50%.

The Distributor must be notified by the shareholder when a
purchase takes place if the shareholder wishes to qualify for the
reduced charge on the basis of previous purchases. The reduced
sales charge is inapplicable to income dividends and capital gain
distributions which are reinvested at net asset value. The
reduced charge is subject to confirmation of the investors
holdings through a check of the Fund's records.

Letter of Intent. For Class A and Class D shareholders any
person (as defined under Calculation of Net Asset Value) may sign
a letter of intent covering purchases to be made within a period
of thirteen months (which may include the preceding 90 days) and
thereby become eligible for the reduced sales charge applicable
to the total amount purchased, provided such amount is not less
than $50,000. After a letter of intent is established, each
future purchase will be made at the reduced sales charge
applicable to the intended dollar amount noted on the
application. Reinvestment of income dividends and capital gains
distributions is not considered a purchase hereunder. If, within
the 13-month period, ownership of the designated class of Fund
shares does not reach the intended dollar amount, the difference
between what you paid for such shares and the amount which would
have been paid for them must be promptly paid as if the normal
sales commission applicable to such purchases had been charged.
The difference between the sales charge as applied to a regular
purchase and the sales charge as applied on the letter of intent
will be held in escrow in the form of shares (computed to the
nearest full share) and can be retained by the Fund. If during
the 13-month period the intended dollar amount is increased, a
new or revised letter of intent must be signed and complied with
to receive a further sales charge reduction. This reduction will
apply retroactively to all shares theretofore purchased under
this letter.

Automatic Investment Plan. After making an initial
investment, a shareholder may make additional purchases at any
time either through the shareholders securities dealer, or by
mail directly to the transfer agent. Voluntary accumulation also
can be made through a service known as the Funds Automatic
Investment Plan whereby the Fund is authorized through pre-
authorized checks or automated clearing house debits to charge
the regular bank account of the shareholder on a regular basis
to provide systematic additions to the account of such
shareholder.

Deferred Sales Charges. As discussed in the Prospectus,
Class B shares redeemed within seven years of purchase, Class C
shares redeemed within one year of purchase, and certain
purchases of Class A and Class D shares at net asset value and
redeemed within one year of purchase, are each subject to a
CDSC. However, under most circumstances, the charge is waived
on redemptions in connection with certain post-retirement
withdrawals from an IRA or other retirement plan or following
the death
<PAGE>
or disability of a shareholder. Redemptions for which the
waiver applies are: (a) any partial or complete redemption in
connection with a distribution following retirement under a
tax-deferred retirement plan or attaining age 59 1/2 in the
case of an IRA or other retirement plan, or part of a series
of equal periodic payments (not less frequently than annually)
made for life (or life expectancy) or any redemption resulting
from the tax-free return of an excess contribution to an IRA;
or (b) any partial or complete redemption following the death
or disability (as defined in the Internal Revenue Code) of a
shareholder (including one who owns the shares as joint tenant
with his or her spouse), provided the redemption is requested
within one year of the death or initial determination of
disability. The contingent deferred sales charge (CDSC) is
waived on redemption of shares in connection with a Systematic
Withdrawal Plan where the total withdrawal is less then 12%
of the previous year value or of the original purchase,
whichever is greater.

For the fiscal year ended July 31, 2000, the Distributor
received CDSCs of $47,791, with respect to redemptions of Class B
shares, all of which was paid to the Distributor. For the fiscal
year ended July 31, 2000 the Distributor received no CDSCs with
respect to redemptions of Class C shares.

From time to time the Distributor may pay a finders fee to
Selling Group Members not to exceed 1% of the purchase for net
asset value trades over one million dollars.

AUTOMATIC CASH WITHDRAWAL PLAN

The Automatic Withdrawal Plan is designed as a convenience
for those shareholders wishing to receive a stated amount of
money at regular intervals from their investment in shares of
the Fund. A Plan is opened by completing an application for such
Plan and surrendering to the Fund all certificates issued to the
investor for Fund shares. No minimum number of shares or minimum
withdrawal amount is required. Withdrawals are made from
investment income dividends paid on shares held under the Plan
and, if these are not sufficient, from the proceeds from
redemption of such number of shares as may be necessary to make
periodic payments. As such redemptions involve the use of
capital, over a period of time they will very likely exhaust
the share balance of an account held under a Plan and may result
in capital gains taxable to the investor. Use of a Plan cannot
assure realization of investment objectives, including capital
growth or protection against loss. Price determinations with
respect to share redemptions are generally made on the 23rd of
each month or the next business day thereafter. Proceeds from
such transactions are generally mailed three business days
following such transaction date.

Withdrawals concurrent with purchases of additional shares
may be inadvisable because of duplication of sales charges.
Single payment purchases of shares in amounts less than $5,000
in combination with a withdrawal plan will not ordinarily be
permitted. No withdrawal plan will be permitted if the investor
is also a purchaser under a continuous investment plan. Either
the owner or the Fund may terminate the Plan at any time, for
any reason, by written notice to the other.

Investment income dividends paid on shares held in a
withdrawal plan account will be credited to such account and
reinvested in additional Fund shares. Any optional capital gains
distributions will be taken in shares, which will be added to the
share balance held in the Plan account. Dividends and
distributions paid into the Plan account are taxable for federal
income tax purposes.

RETIREMENT PLANS

The Fund makes available retirement plan services to all
classes of its shares. Investors in the Fund can establish
accounts in any one of the retirement plans offered by the Fund.
Each participant in a retirement plan account is charged a $20
annual service fee to offset expenses incurred in servicing such
accounts. Dividends and capital gains distributions are
automatically reinvested. Under each of the plans, the Funds
retirement plan custodian or successor custodian provides
custodial services required by the Internal Revenue Code
(the Code) including the filing of reports with the Internal
Revenue Service. Consultation with an attorney or competent tax
advisor is recommended before establishing any retirement plan.
Brochures which describe the following retirement plans and
contain IRS model or prototype plan documents may be obtained
from the Distributor. The Distributor, in its sole discretion,
may reimburse a Fund shareholder for any penalties which the
shareholder may incur in transferring assets from a retirement
plan established with a third party to one or more of the
retirement plans offered by the Fund. No such reimbursement
shall exceed the amount of the dealer concession which the
Distributor would otherwise pay to a dealer in conjunction
with the investment by the shareholders in the Funds
retirement plan(s).

INDIVIDUAL RETIREMENT ACCOUNTS. The Fund makes available
a model Individual Retirement Account (IRA) under Section 408(a)
of the Code on IRS Form 5305-A. A qualified individual may
invest annually in an IRA. Persons who are not eligible to make
fully deductible contributions will be able to make non-
deductible contributions to their IRAs, subject to limits
specified in the Code, to the extent that deductible
contributions are not allowed. IRA earnings on non-deductible,
as well
<PAGE>
as deductible, contributions will accumulate tax
deferred. An IRA account may also be established in a tax-free
"roll-over" transfer within 60 days of receipt of a lump sum
distribution from a qualified pension plan resulting from
severance of employment or termination by the employer of such
a plan.

The Code provides for penalties for violation of certain
of its provisions including, but not limited to, contributions in
excess of the stipulated limitations, improper distributions and
certain prohibited transactions. To afford plan holders the right
of revocation described in the IRA disclosure statements,
investments made in a newly established IRA may be canceled
within seven days of the date the plan holder signed the
Custodial Agreement by writing the Funds retirement plan
custodian.

SIMPLIFIED EMPLOYEE PENSION PLANS. The Fund makes
available model Simplified Employee Pension Plans (SEPs) on IRS
Form 5305-SEP and Salary Reduction Simplified Employee Pension
Plans (SARSEPs) on IRS Form 5305A-SEP. By adopting a SEP,
employers may contribute to each eligible employee's own IRA.
Commencing with tax years beginning after December 31, 1986,
salary reduction contributions may be made to SEPs maintained
by employers meeting certain qualifications specified in the
Code.

TEACHER AND NON-PROFIT EMPLOYEE RETIREMENT PLAN.
Employees of tax exempt, charitable, religious and educational
organizations described in Section 501(c)(3) of the Code, and
employees of public school systems and state and local
educational institutions, may establish a retirement plan under
Section 403(b) of the Code.

PROTOTYPE MONEY PURCHASE AND PROFIT-SHARING PENSION
PLANS. Available generally to employers, including self-
employed individuals, partnerships, subchapter S corporations
and corporations.

DISTRIBUTION PLANS

Reference is made to "Purchase of Shares--Distribution
Plans" in the Prospectus for certain information with respect
to separate distribution plans for Class A, Class B, and Class C
shares pursuant to Rule 12b-1 under the Investment Company Act
of the Fund (each a Distribution Plan) and with respect to the
shareholder service and distribution fees paid by the Fund to
the Distributor with respect to such classes.

Payments of the shareholder service fees and/or
distribution fees are subject to the provisions of Rule 12b-1
under the Investment Company Act of 1940. Among other things,
each Distribution Plan provides that the Distributor shall
provide and the Directors shall review quarterly reports of
the disbursement of the service fees and/or distribution fees
paid to the Distributor. In their consideration of each
Distribution Plan, the Directors must consider all factors
they deem relevant, including information as to the benefits
of the Distribution Plan to the Fund and its related class of
shareholders. Each Distribution Plan further provides that,
so long as the Distribution Plan remains in effect, the
selection and nomination of Directors who are not interested
persons of the Fund, as defined in the Investment Company
Act (the "Independent Directors"), shall be committed to the
discretion of the Independent Directors then in office. In
approving each Distribution Plan in accordance with Rule 12b-1,
the Independent Directors considered the potential benefits
that the Distribution Plans could provide to the Fund and the
respective classes and their shareholders, and concluded that
there is reasonable likelihood that such Distribution Plan
will benefit the Fund and its shareholders. Each Distribution
Plan can be terminated at any time, without penalty, by the
vote of a majority of the Independent Directors or by the
vote of the holders of a majority of the outstanding voting
securities of the applicable class. A Distribution Plan
cannot be amended to increase materially the amount to be
spent thereunder without the approval of the applicable class
of shareholders, and all material amendments are required to
be approved by the vote of Directors, including a majority of
the Independent Directors who have no direct or indirect
financial interest in such Distribution Plan, cast in person
at a meeting called for that purpose. Rule 12b-1 further
requires that the Fund preserve copies of each Distribution
Plan and any report made pursuant to such plan for a period
of not less than six years from the date of such Distribution
Plan or such report, the first two years in an easily
accessible place.

For the fiscal year ended July 31, 2000, the Fund paid the
Distributor $17,692 (based on average net assets relating to the
Class A shares of approximately $6,841,713) pursuant to the
Class A Distribution Plan, $14,899 of which was paid to other
Broker-Dealers for providing account maintenance and
distribution-related services in connection with the Class A
shares and $2,793 was retained by the Distributor. For the
fiscal year ended July 31, 2000, the Fund paid the Distributor
$92,321 (based on average net assets relating to the Class B
shares of approximately $8,934,002) pursuant to the Class B
Distribution Plan, all of which was paid to other Broker-Dealers
for providing account maintenance and distribution-related
services in connection with the Class B shares. For the fiscal
year ended July 31, 2000, the Fund paid the Distributor $2,125
(based on average net assets relating to the Class C shares of
approximately $2,454,934) pursuant to the class C Distribution
Plan, all of which was paid to other Broker-Dealers for
providing account maintenance and distribution-related services
in connection with the Class C shares. At July 31, 2000, the
net assets of the Fund subject to the Class B Distribution Plan
aggregated approximately $7,027,199. At this net
<PAGE>
asset level, the annual fee payable pursuant to the Class B
Distribution Plan would aggregate approximately $70,272. At July
31, 1999, the net assets of the Fund subject to Class C
Distribution Plan approximated $1,901,509. At this asset level,
the annual fee payable pursuant to the Class C Distribution Plan
would approximate $19,015.

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

All securities and cash of the Fund are held by its
custodian, State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02210. KPMG LLP, certified public
accountants, 707 17th Street, Suite 2300 Denver, Colorado 80202,
provides auditing and tax services to the Fund.

BROKERAGE

Decisions to buy and sell securities for the Fund,
assignment of its portfolio business, and negotiation of its
commission rates, where applicable, are made by the Funds
securities order department. The Fund does not have any
agreement or arrangement to use any particular broker for its
portfolio transactions. The Fund's primary consideration in
effecting a security transaction will be execution at the most
favorable price. When selecting a broker-dealer to execute a
particular transaction, the Fund will take the following into
consideration: the best net price available; the reliability,
integrity and financial condition of the broker-dealer; the size
of and difficulty in executing the order; the value of the
expected contribution of the broker-dealer to the investment
performance of the Fund on a continuing basis; sales of Fund
shares; and the value of brokerage, research and other services
provided by the broker-dealer. The commission charged by a broker
may be greater than the amount another firm might charge if the
management of the Fund determines in good faith that the amount
of such commissions is reasonable in relation to the value of the
brokerage and research services provided by such broker.

Portfolio transactions placed through dealers serving as
primary market makers are effected at net prices, without
commission as such, but which include compensation to the dealer
in the form of mark up or mark down. In certain instances the
Fund may make purchases of underwritten issues at prices which
include underwriting fees. When making purchases of underwritten
issues with fixed underwriting fees, the Fund may designate
broker-dealers who have agreed to provide the Fund with certain
statistical, research, and other information, or services which
are deemed by the Fund to be beneficial to the Fund's investment
program. With respect to money market instruments, the Fund
anticipates the portfolio securities transactions will be
effected with the issuer or with a primary market maker acting
as principal for the securities on a net basis (without
commissions).

Any statistical or research information furnished to the
Adviser may be used in advising its other clients. Generally, no
specific value can be determined for research and statistical
services furnished without cost to the Fund by a broker-dealer.
The Fund is of the opinion that the material is beneficial in
supplementing research and analysis provided by the Funds
Adviser.

The Fund may use affiliated brokers, as that term is
defined in the Investment Company Act, if in the Adviser's best
judgment based on all relevant factors, the affiliated broker is
able to implement the policy of the Fund to obtain, at
reasonable expense, the best execution (prompt and reliable
execution at the most favorable price obtainable) of such
transactions. The Advisor need not seek competitive commission
bidding but is expected to minimize the commissions paid to the
extent consistent with the interest and policies of the Fund as
established by its Board of Directors. Purchases of securities
from underwriters include a commission or concession paid by
the issuer to the underwriter, and purchases from dealers
include a spread between the bid and asked price.

The Fund paid total brokerage commissions of $364,892,
$260,228 and $216,533 in fiscal years 1998, 1999 and 2000,
respectively. The Fund did not purchase securities issued by any
broker-dealer that executed portfolio transactions during such
fiscal year. The Fund paid brokerage commissions of $216,533 for
the 2000 fiscal year to American Growth Fund Sponsors, the
underwriter and an affiliate of the Fund which represents 100%
of the total brokerage commissions paid. Commissions and sales
charge paid by investor on the purchase of Fund shares totaled
$634,893, 181,649 and 139,024 in fiscal year 1998 and 1999, and
2000 respectively, of which 176,388, 45,545 and 47,305 were
retained by Sponsors. The aggregate dollar amount of
transactions effected through American Growth Fund Sponsors
involving the payment of commissions represented 100% of the
aggregate dollar amount of all transactions involving the
payment of commissions during 2000.

While some stocks considered in the opinion of management
to be least sensitive to business declines will be maintained
as long term holdings, others considered most sensitive to such
declines will be sold whenever in management's judgment economic
conditions may be in for a major decline. Resulting funds may be
temporarily invested in United States Government securities,
high-grade bonds and high-grade preferred stocks, until
management believes business and market conditions indicate that
reinvestment in common stocks is desirable. The portfolio
turnover rate of the Fund for the fiscal years ended July 31,
1998, 1999 and 2000 was 103.50%, 109.30% and 106.70%,
respectively.
<PAGE>
CALCULATION OF NET ASSET VALUE

The Fund offers its shares continuously to the public at
their net asset value next computed after receipt of the order
to purchase plus any applicable sales charge. Net asset value is
determined as of the close of business on the New York Stock
Exchange each day the Exchange is open for trading, and all
purchase orders are executed at the next price that is
determined after the order is received. Orders received and
properly time-stamped by dealers and received by the
Distributor prior to 2:00 p.m. Denver time on any business day
will be confirmed at the public offering price effective at the
close on that day. Orders received after such time will be
confirmed at the public offering price determined as of the
close of the Exchange on the next business day. It is the
responsibility of the dealers to remit orders promptly to the
Distributor. The New York Stock Exchange is closed on the
following holidays: New Years Day, Martin Luther King Day,
Presidents Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

In determining net asset value, securities traded on the
New York Stock Exchange or other stock exchange approved for this
purpose by the board of directors will be valued on the basis of
the closing sale thereof on such stock exchange, or, if such sale
is lacking, at the mean between closing bid and asked prices on
such day. If no bid and asked prices are quoted for such day or
information as to New York or other approved exchange
transactions is not readily available, the security will be
valued by reference to recognized composite quotations or such
other method as the board of directors in good faith deems will
reflect its fair market value. Securities not traded on any stock
exchange but for which market quotations are readily available
are valued on the basis of the mean of the last bid and asked
prices. Short-term securities are valued at the mean between the
closing bid and asked prices or by such other method as the
board of directors determines to reflect their fair market value.
The board of directors in good faith determines the manner of
ascertaining the fair market value of other securities and
assets.

The net asset price of Fund shares will be computed by
deducting total liabilities from total assets. The net asset
value per share will be ascertained by dividing the Funds net
assets by the total number of shares outstanding, exclusive of
treasury shares and shares tendered for redemption the
redemption price of which has been determined. Adjustment for
fractions will be made to the nearest cent.

The per share net asset value of Class A, Class B and
Class C shares generally will be lower than the per share net
asset value of the Class D shares reflecting the daily expense
accruals of the service, distribution and higher transfer agency
fees applicable with respect to the Class A, Class B and Class C
shares. The per share net asset value of the Class B and Class C
shares generally will be lower than the per share net asset
value of Class A shares reflecting the daily expense accruals of
the service and distribution fees and higher transfer agency
fees applicable with respect to Class B and Class C shares of
the Fund. It is expected, however, that the per share net asset
value of the classes will tend to converge (although not
necessarily meet) immediately after the payment of dividends or
distributions, which will differ by approximately the amount of
the expense accrual differential between the classes.

DIVIDENDS, DISTRIBUTIONS AND TAXES

As a regulated investment company, the Fund will not be
subject to U.S. federal income tax on its income and gains which
it distributes as dividends or capital gains distributions
provided that it distributes to shareholders at least 90% of its
investment company taxable income for the taxable year. The Fund
intends to distribute sufficient income to meet this
qualification requirement.

The per share dividends and distributions on Class A,
Class B and Class C shares will be lower than the per share
dividends and distributions on Class D shares as a result of the
account maintenance, distribution and higher transfer agency
fees applicable with respect to the Class A, Class B and Class C
shares; similarly, the per share dividends and distributions on
Class A shares will be higher than the per share dividends and
distributions on Class B and Class C shares as a result of the
lower account maintenance fees applicable with respect to the
Class A shares and a lower distribution fee. See Calculation of
Net Asset Value.

Net capital gains (which consist of the excess of net
long-term capital gains over net short-term capital losses) are
not included in the definition of investment company taxable
income. The Board of Directors will determine at least once a
year whether to distribute any net capital gains. A determination
by the Board of Directors to retain net capital gains will not
affect the ability of the Fund to qualify as a regulated
investment company. If the Fund retains for investment its net
capital gains, it will be subject to a tax of 35% of the amount
retained. In that event, the Fund expects to designate the
retained amount of undistributed capital gains in a notice to its
shareholders who (i) if subject to U.S. federal income tax on
long-term capital gains, will be required to include in income
for tax purposes as long term-capital gain, their shares of such
undistributed amount, and (ii) will be entitled to credit their
proportionate shares of the 35% tax paid by the Fund against
their U.S. federal income tax liabilities and to claim refunds to
the extent the credit exceeds such liabilities. For U.S. federal
income tax purposes, the tax basis of shares owned by a
<PAGE>
shareholder of the Fund will be increased by an amount equal to
65% of the amount of undistributed capital gains included in the
shareholders gross income.

Under the Code, amounts not distributed on a timely basis
in accordance with a calendar year distribution requirement are
subject to a nondeductible 4% excise tax. To avoid the tax, the
Fund must distribute during each calendar year (1) at least 98%
of its ordinary income (not taking into account any capital gains
or losses) for the calendar year, (2) at least 98% of its capital
gains in excess of its capital losses for the twelve-month period
ending on October 31 of the calendar year, and (3) all ordinary
income and net capital gains for previous years that were not
distributed during such years. To avoid application of the excise
tax, the Fund intends to make distributions in accordance with
the calendar year distribution requirement. A distribution will
be treated as paid on December 31 of the calendar year if it is
paid during the calendar year or if declared by the Fund in
October, November or December of such year, payable to
shareholders of record on a date in such month and paid by the
Fund during January of the following year. Any such distributions
paid during January of the following year will be taxable to
shareholders as of December 31, rather than the date on which the
distributions are received.

Dividends of investment company taxable income (which
includes interest and the excess of net short-term capital gains
over net long-term capital losses) are taxable to a shareholder
as ordinary income, whether paid in cash or shares. A portion of
the dividends paid by the Fund may qualify for the 70% deduction
for dividends received by corporations because the Funds income
will consist, in part, of dividends paid by U.S. corporations.
Distributions of net capital gains (which consists of the excess
of long-term capital gains over net short-term capital losses),
if any, are taxable as long-term capital gains, whether paid in
cash or in shares, regardless of how long the shareholder has
held the Fund shares, and are not eligible for the dividends
received deduction.

Upon a sale or exchange of its shares, a shareholder will
realize a taxable gain or loss depending upon its basis in the
shares. Such gain or loss will be treated as capital gain or loss
if the shares are capital assets in the shareholders hands and
such capital gain or loss will be long-term capital gain or loss
if the shares have been held for more than one year. Any loss
realized on a sale or exchange will be disallowed to the extent
the shares disposed of are replaced within a period of 61 days
beginning 30 days before and ending 30 days after the shares
are disposed of. Any loss realized by a shareholder on the sale
of shares of the Fund held by the shareholder for six months or
less will be treated for tax purposes as a long-term capital
loss to the extent of any distributions of net capital gains
received by the shareholder with respect to such shares.

Shareholders receiving distributions in the form of newly
issued shares will have a cost basis in each share received equal
to the fair market value of a share of the Fund on the
distribution date. Shareholders will be notified annually as to
the U.S. federal income tax status of distributions and
shareholders receiving distributions in the form of newly issued
shares will receive a report as to the fair market value of the
shares received. If the net asset value of shares is reduced
below a shareholders cost as a result of a distribution by the
Fund, such distribution will be taxable even though it
represents a return of invested capital Investors should be
careful to consider the tax implications of buying shares just
prior to a distribution. The price of shares purchased at this
time may reflect the amount of the forthcoming distribution.
Those purchasing just prior to a distribution will receive a
distribution which will nevertheless be taxable to them.

Income received by the Fund from sources within foreign
countries may be subject to withholding and other taxes imposed
by such countries. Income tax treaties between certain countries
and the United States may reduce or eliminate such taxes. It is
impossible to determine in advance the effective rate of foreign
tax to which the Fund will be subject, since the amount of the
Fund assets to be invested in various countries is not known.
It is not anticipated that shareholders will be entitled to
claim foreign tax credits with respect to their share of
foreign taxes paid by the Fund.

Distributions may also be subject to additional state,
local and foreign taxes depending on each shareholders
particular situation. Shareholders are advised to consult their
own tax advisers with respect to the particular tax
consequences to them of an investment in the shares of the
Fund.

If a shareholder has elected to receive dividends and/or
capital gain distributions in cash and the postal or other
delivery service is unable to deliver checks to the
shareholders address of record, such shareholders distribution
option will automatically be converted to having all dividends
and other distributions reinvested in additional shares. No
interest will accrue on amounts represented by uncashed
distribution or redemption checks.

The foregoing is a general and abbreviated summary of
the applicable provisions of the Code and Treasury Regulations
presently in effect. For the complete provisions, reference
should be made to the pertinent Code sections and the Treasury
Regulations promulgated thereunder. The Code and the Treasury
Regulations are subject to change by legislative or
administrative action either prospectively or retroactively.
<PAGE>

PERFORMANCE DATA

See the discussion of performance information in the
Funds prospectus under the heading, Performance Information.
The average annual total returns are calculated pursuant to the
following formula: P(1 + T)n = ERV (where P = a hypothetical
initial payment of $1,000, T = the average annual total return,
n = the number of years, and ERV = the ending redeemable value
of a hypothetical $1,000 payment made at the beginning of the
period at the end of the 1, 5 or 10 year periods).

For the periods ended July 31, 2000, the average annual
total returns at maximum offering price for the Class D shares
of the Fund were (-6.97)% for 1 year, 4.29% for 5 years, 9.01%
for 10 years and 8.59% for 15 years. For the year ended July
31, 2000 and period since inception on March 1, 1996, the
average annual total return for the Funds Class A shares were
(-7.24)% and 12.66%, Class B shares were (-7.29)% and 11.54%,
and Class C shares were (-3.40)% and 15.42%, respectively.

In addition to the standardized calculation of annual
total return, the Fund may from time to time use other methods of
calculating its performance in order to illustrate the effect of
a hypothetical investment in a plan or the effect of withdrawing
funds from an account over a period of time. Any presentation of
non-standardized calculations will be accompanied by standardized
performance measures as well. Calculations of performance may be
expressed in terms of the total return as well as the average
annual compounded rate of return of a hypothetical investment in
the Fund over varying periods of time in addition to the 1, 5,
and 10 year periods (up to the life of the Fund) and may reflect
the deduction of the appropriate sales charge imposed upon an
initial investment of more than $1,000 in the Fund. These
performance calculations will reflect the deduction of a
proportional share of Fund expenses (on an annual basis), will
assume that all dividends and distributions are reinvested when
paid, may include periodic investments or withdrawals from the
account in varying amounts and/or percentages and may include
deductions for an annual custodian fee. The Fund may calculate
its total return or other performance information prior to the
deduction of a sales charge.

The performance figures described above may also be used
to compare the performance of the Funds shares against certain
widely recognized standards or indices for stock and bond market
performance. The following are the indices against which the
Portfolios may compare performance:

The Standard & Poors Composite Index of 500 Stocks (the S&P
500 Index) is a market value-weighted and unmanaged index showing
the changes in the aggregate market value of 500 stocks relative
to the base period 1941-43. The S&P 500 Index is composed almost
entirely of common stocks of companies listed on the NYSE,
although the common stocks of a few companies listed on the
American Stock Exchange or traded OTC are included. The 500
companies represented include 400 industrial, 60 transportation
and 50 financial services concerns. The S&P 500 Index represents
about 80% of the market value of all issues traded on the NYSE.

The Dow Jones Industrial Average is an unmanaged index
composed of 30 blue-chip industrial corporation stocks.

The Lipper Mutual Fund Performance Analysis and Mutual Fund
Indices measure total return and average current yield for the
mutual fund industry. Ranks individual mutual fund performance
over specified time periods assuming reinvestment of all
distributions, exclusive of sales charges.

The Consumer Price Index (or Cost of Living index),
published by the U.S. Bureau of Labor Statistics, is a
statistical measure of periodic change in the price of goods and
services in major expenditure groups.

The following table presents a hypothetical initial
investment of $1,000 on August 1, 1958 with subsequent
investments of $1,000 made annually through July 31, 2000. The
illustration assumes that the investment was made in Class D
shares, (the only class existing at that time), and a sales
load of 5.75% has been deducted from the initial and subsequent
investments, a $20 annual fee (representing the annual service
fee charged to retirement plan accounts) has been deducted from
the account annually, and that all dividend and capital gain
distributions have been reinvested when paid. While the
illustration uses an investment of $1,000 and a 5.75% sales
load, the Fund may select any multiple of $1,000 in order to
illustrate the effect of an investment plan and the sales load
will reflect the appropriate sales load for the initial and
subsequent investments as determined by the Funds currently
effective prospectus. Class A, Class B and Class C shares are
subject to additional distribution charges as outlines in the
prospectus, which would have, if the Class was in effect,
produced a lower rate of return. The sales load may be reduced
pursuant to rights of accumulation and letter of intent.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Accepted
Dividends Cumulative Acquired s Purchased
Total of from cost with capital through
initial investment Cumulative including initial gains reinvestment
Year & annual income reinvested reinvested & annual distributions of income Ended
Ended investments reinvested dividends dividends investments (Cumulative) (Cumulative) Value
08/01/58 $1,000 $- $- $1,000 $1,000 $- $- $1,000
07/31/59 2,000 25 25 2,025 2,129 0 27 2,156
07/31/60 3,000 41 66 3,066 2,894 11 65 2,970
07/31/61 4,000 85 151 4,151 4,611 80 181 4,872
07/31/62 5,000 97 248 5,248 4,917 91 241 5,249
07/31/63 6,000 123 371 6,371 6,817 275 426 7,518
07/31/64 7,000 125 496 7,496 9,427 464 672 10,563
07/31/65 8,000 147 643 8,643 9,790 1,152 778 11,720
07/31/66 9,000 202 845 9,845 10,740 2,213 977 13,930
07/31/67 10,000 373 1,218 11,218 11,943 3,866 1,421 17,230
07/31/68 11,000 353 1,571 12,571 14,033 4,243 1,934 20,210
07/31/69 12,000 408 1,979 13,979 12,320 5,717 1,910 19,947
07/31/70 13,000 410 2,389 15,659 10,520 5,207 1,822 17,549
07/31/71 14,000 588 2,977 16,977 14,385 6,664 2,970 24,019
07/31/72 15,000 682 3,659 18,659 16,069 7,018 3,841 26,928
07/31/73 16,000 508 4,167 20,167 16,299 7,259 4,162 27,720
07/31/74 17,000 782 4,949 21,949 14,041 6,307 4,034 24,382
07/31/75 18,000 1,405 6,354 24,354 13,704 9,330 5,110 28,144
07/31/76 19,000 1,171 7,525 26,525 16,777 10,796 7,227 34,800
07/31/77 20,000 1,074 8,599 28,599 19,582 12,008 9,204 40,794
07/31/78 21,000 1,017 9,616 30,616 23,726 13,984 11,894 49,604
07/31/79 22,000 2,055 11,671 33,671 27,109 15,429 15,437 57,975
07/31/80 23,000 2,931 14,602 37,602 37,937 22,535 24,562 85,034
07/31/81 24,000 3,766 18,368 42,368 30,526 41,349 22,502 94,377
07/31/82 25,000 4,235 22,603 47,603 27,829 39,477 23,846 91,152
07/31/83 26,000 6,769 29,372 55,372 40,090 55,535 42,431 138,056
07/31/84 27,000 5,657 35,029 62,029 35,136 58,360 41,506 135,002
07/31/85 28,000 4,637 39,666 66,666 37,927 73,322 48,927 160,176
07/31/86 29,000 7,330 46,996 75,996 41,252 77,925 60,054 179,231
07/31/87 30,000 5,993 52,989 82,989 44,358 107,124 70,083 221,565
07/31/88 31,000 3,685 56,674 87,674 31,884 105,874 52,808 190,566
07/31/89 32,000 9,656 66,330 98,330 36,390 117,707 69,793 223,890
07/31/90 33,000 9,004 75,334 108,334 37,969 119,759 79,838 237,566
07/31/91 34,000 8,138 83,472 117,472 41,072 126,543 93,645 261,260
07/31/92 35,000 1,955 85,427 120,397 44,484 151,776 101,369 297,629
07/31/93 36,000 2,801 88,288 124,228 50,094 193,448 115,156 358,698
07/31/94 37,000 1,910 90,138 127,138 50,782 232,061 116,467 399,310
07/31/95 38,000 5,130 95,268 133,268 48,526 297,125 115,242 460,893
07/31/96 39,000 6,321 101,589 140,589 50,035 311,128 122,923 484,086
07/31/97 40,000 6,564 108,153 148,153 65,012 424,387 165,392 654,791
07/31/98 41,000 4,623 112,776 153,776 55,644 408,025 143,706 607,375
07/31/99 42,000 6,373 119,149 161,149 57,071 411,450 151,421 619,943
07/31/00 43,000 0 119,149 162,149 54,092 417,367 140,864 612,323
</TABLE>
The table below illustrates the effect of an automatic
withdrawal program on an initial hypothetical investment of
$10,000 on August 1, 1958 in the Fund for the life of the Fund.
The illustration assumes that a sales load of 5.75% was deducted
from the initial investment, that $800 was withdrawn annually
and withdrawals were made first from income for the year, then
from principal. Withdrawals from principal representing the sale
of shares were assumed to have been in the order shares were
acquired. Continued withdrawals in excess of current income can
eventually exhaust principal, particularly in a period of
declining market prices. That portion of the total amount
withdrawn designated From Investment Income Dividends should be
regarded as income; the remainder represents a withdrawal of
principal. While this illustration assumes that $800 was
withdrawn annually, the Fund may in other illustrations select
any percentage or dollar amount to be withdrawn.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Withdrawn
Withdrawn from Value Accepted
from principal of as
investment and Annual Cumulative remaining Capital
Period income capital total total original Gains Total
Ended dividends gains withdrawn withdrawn shares distributions Value

07/31/59 $244 $556 $800 $800 $11,453 $0 $11,453
07/31/60 212 588 800 1,600 10,025 57 10,082
07/31/61 283 517 800 2,400 12,213 294 12,507
07/31/62 243 557 800 3,200 10,085 311 10,396
07/31/63 237 563 800 4,000 11,477 700 12,177
07/31/64 199 601 800 4,800 13,666 1,070 14,737
07/31/65 201 599 800 5,600 12,252 2,004 14,256
07/31/66 241 559 800 6,400 11,739 3,292 15,031
07/31/67 393 407 800 7,200 11,592 5,090 16,682
07/31/68 336 464 800 8,000 12,250 5,588 17,838
07/31/69 355 445 800 8,800 9,546 6,535 16,081
07/31/70 325 475 800 9,600 6,970 5,695 12,665
07/31/71 417 383 800 10,400 8,524 7,289 15,813
07/31/72 441 359 800 11,200 8,625 7,675 16,300
07/31/73 300 500 800 12,000 7,753 7,673 15,426
07/31/74 427 373 800 12,800 5,906 6,432 12,338
07/31/75 696 104 800 13,600 5,210 7,662 12,872
07/31/76 526 274 800 14,400 5,753 8,866 14,619
07/31/77 443 357 800 15,200 6,034 9,861 15,895
07/31/78 391 409 800 16,000 6,585 11,484 18,069
07/31/79 740 60 800 16,800 7,207 12,671 19,878
07/31/80 800 0 800 17,600 10,117 17,800 27,917
07/31/81 800 0 800 18,400 8,175 21,670 29,845
07/31/82 800 0 800 19,200 7,691 20,050 27,741
07/31/83 800 0 800 20,000 12,625 28,206 40,831
07/31/84 800 0 800 20,800 11,585 27,303 38,888
07/31/85 800 0 800 21,600 12,811 32,159 44,970
07/31/86 800 0 800 22,400 15,019 34,178 49,197
07/31/87 800 0 800 23,200 16,776 42,864 59,640
07/31/88 800 0 800 24,000 12,006 38,243 50,249
07/31/89 800 0 800 24,800 15,375 42,517 57,892
07/31/90 800 0 800 25,600 17,109 43,258 60,367
07/31/91 800 0 800 26,400 19,569 45,709 65,278
07/31/92 486 314 800 27,200 20,438 52,839 73,277
07/31/93 687 113 800 28,000 22,514 64,695 87,209
07/31/94 463 337 800 28,800 22,086 73,961 96,046
07/31/95 800 0 800 29,600 21,316 88,412 109,728
07/31/96 800 0 800 30,400 22,293 91,941 114,235
07/31/97 800 0 800 31,200 29,491 123,845 153,366
07/31/98 800 0 800 32,000 25,127 116,106 141,233
07/31/99 800 0 800 32,800 26,017 117,031 143,048
07/31/20 0 800 800 33,600 23,403 116,856 140,259

TOTAL $22,886 $10,714 $33,600
</TABLE>

Performance information for the Fund reflects only the
performance of a hypothetical investment in the Fund during the
particular time period on which the calculations are based.
Performance information should be considered in light of the
Funds investment objectives and policies, characteristics and
quality of the portfolio and the market conditions during the
given time period and should not be considered as a
representation of what may be achieved in the future.
<PAGE>
Dear Shareholder:

Our portfolio in the last six months and the last year has been
positioned to take advantage of the stock market. Your portfolio
has substantially out performed the Dow Jones Industrials in
both these time periods.

<TABLE>
<CAPTION>
<S> <C> <C>
DJIA AGF
1 Month +6.59 +16.89%
Quarter +6.58 +20.39%
1 Year: +3.56 +11.82%
</TABLE>
Fund and DJIA performance data: 8/31/00. AGF numbers
listed above are for Class D only.

We try to include only the largest and most elite companies in
your portfolio in keeping with our investment philosophy of
maintaining conservative growth. Some of the companies that have
done best for you in the last year are;

1. Intel Corp. Produces microcomputer components and related
products. It manufactures microprocessors, which the company
markets under the Pentium, Pentium Pro, Pentium II, Pentium III,
Xeon, and Celeron trademarks in the United States and abroad.
2. Cisco Systems, Inc. The worldwide leader in networking for
the Internet.
3. EMC Corp. EMC Corporation designs, manufactures, markets
and supports a wide range of storage-related hardware, software
and service products for the open systems, mainframe and
network attached information storage and retrieval system market.
4. AXA Financial, Inc. The parent holding company of the
Equitable Life Assurance Society of the U.S.
5. Amgen This leading biotechnology company's key products
are Epogen and Neupogen, genetically engineered versions of
natural hormones that stimulate production of blood components.

We are excited about the years ahead and are optimistic that we
will continue to give you, our shareholder, rewarding
performance. The stock market has been a good one for American
Growth Fund, Inc. over the past 42 years and you have
benefitted as a result.

My staff and I are always available to discuss your account
with you, so please give us a call toll free at 800-525-2406.

American Growth Fund wishes you A Good Future!

Sincerely

Robert Brody
<PAGE>
How American Growth Fund Has Its Shareholders' Money Invested

STATEMENT OF INVESTMENTS
July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
Market
Description of Security Shares Value
----------------------------------------------------------------
COMMON STOCKS 98.55%

Computer & Peripherals Industry 25.30%
Hewlett Packard Company 73,500 $8,025,281
(A designer and manufacturer of precision electronic
products.)
EMC Corp.* 80,000 6,810,000
(Designs, manufactures, markets, and supports high
performance storage products for selected mainframe and
open computing systems .)
Compaq Computer Corp. 159,648 4,480,122
(The second largest computer company in the world.)

19,315,403

Semiconductor Industry 22.73%
Intel Corp. 120,000 8,010,000
(A leading manufacturer of integrated circuits.)
Motorola Inc. 105,000 3,471,563
(A leading manufacturer of electronic equipment and
components.)
Integrated Device Technology* 60,000 3,180,000
(Produces digital integrated circuits .)
Texas Instruments, Inc. 46,000 2,699,625
(The leading supplier of digital signal processors and
analog devices.)

17,361,188
Biotechnology Industry 13.20%
Amgen Inc.* 96,000 6,234,000
(Utilizes biotechnology to develop human pharmaceutical
products.)
Biogen Inc.* 45,000 2,385,000
(A leading biotechnology company.)
Curagen Corp.* 42,000 1,456,875
(An integrated genomics based drug discovery and
development company.)

10,075,875
*Non-income producing securities.
See accompanying notes to financial statements.
<PAGE>
Market
Description of Security Shares Value
----------------------------------------------------------------

Semiconductor Capital Equipment 8.49%
Applied Materials, Inc.* 37,000 $2,807,375
(Produces semiconductor water fabrication equipment.)
Novellus Systems, Inc.* 40,000 2,157,500
(Designs, manufactures, markets and services equipment
used in the fabrication of integrated circuits.)
Teradyne, Inc.* 24,000 1,521,000
(The world's largest producer of automated test equipment
for semiconductors.)

6,485,875

Computer Communications Equipment 6.85%
Cisco Systems, Inc.* 80,000 5,235,000
(The leading supplier of high -performance inter-
networking products.)

Electronics Industry 4.99%
Solectron Corp.* 50,000 2,015,625
(Provides electronic assembly and tumkey manufacturing
management services.)
Symbol Technologies 45,000 1,794,375
(A leading provider of barcode driven data management
systems.)

3,810,000

Internet Industry 4.19%
America Online* 60,000 3,198,750
(The leading provider of online information services.)

Computer Software and Services Industry 3.94%
Oracle Corp.* 40,000 3,007,500
(The world's largest maker of database management systems.)

*Non-income producing securities.
See accompanying notes to financial statements.
<PAGE>
Market
Description of Security Shares Value
----------------------------------------------------------------

Insurance Industry 3.38%
AXA Financial, Inc. 67,500 $2,581,875
(The parent holding company of the Equitable Life
Assurance Society of the U.S.)

Wireless Networking Industry 2.26%
Network Appliance, Inc.* 20,000 1,723,750
(The leading supplier of network attached data storage
and access devices, called filers.)

Precision Instrument Industry 1.49%
Agilent Technologies, Inc.* 28,032 1,142,304
(A global leader in designing and manufacturing
semiconductor and test solutions for optical, electrical
and wireless communications systems.)

Industrial Services 1.39%
CSG Systems International, Inc.* 20,000 1,063,750
(Provides customer services and billing solutions for
cable television and direct broadcast satellite
providers.)

Building Materials Industry 0.34%
Ameron International Corporation 6,900 258,750
(The largest supplier of high_performance marine and
offshore coatings in the U.S.)

Total Common Stocks (cost $66,170,551) (98.55%) 75,260,020

Total Investments, at Value (cost $66,170,551)
98.55% 75,260,020
Cash and Receivables, Less Liabilities 1.45% 1,108,328
Net Assets 100.00% $76,368,348
</TABLE>

*Non-income producing securities.
See accompanying notes to financial statements.
<PAGE>
Financial Statements

AMERICAN GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES, JULY 31, 2000

<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments, at value (cost $66,170,551)-see accompanying
statement $75,260,020
Cash 1,323,912
Receivables:
Shares of beneficial interest sold 17,318
Dividends 3,185
Total assets 76,604,435

LIABILITIES:
Shares of beneficial interest redeemed 236,087

NET ASSETS $76,368,348

COMPOSITION OF NET ASSETS:
Paid-in capital $57,101,949
Accumulated net realized gain from investment
transactions 10,176,930
Net unrealized appreciation of investments 9,089,469
Net assets $76,368,348

NET ASSET VALUE PER SHARE:
Class A Shares:
Net asset value and redemption price per share (based on
net assets of $5,622,214 and 632,864 shares of beneficial
interest outstanding) $8.88
Maximum offering price per share (net asset value plus
sales charge of 5.75% of offering price) $9.42
Class B Shares:
Net asset value, redemption price and offering price per
share (based on net assets of $7,027,199 and 808,177 shares
of beneficial interest outstanding) $8.70
Class C Shares:
Net asset value, redemption price and offering price per
share (based on net assets of $1,901,509 and 218,974 shares
of beneficial interest outstanding) $8.68
Class D Shares:
Net asset value and redemption price per share (based on
net assets of $61,817,426 and 6,912,094 shares of
beneficial interest outstanding) $8.94
Maximum offering price per share (net asset value plus
sales charge of 5.75% of offering price) $9.49
</TABLE>
See accompanying notes to financial statements.
<PAGE>

Financial Statements

AMERICAN GROWTH FUND, INC.
STATEMENT OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2000

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Interest $322,654
Dividends (net of $3,451 foreign withholding
tax) 701,629

Total investment income 1,024,283

EXPENSES:
Investment advisory fees (Note 5) 755,510
Administration expenses (Note 5) 458,682
Transfer agent, shareholder servicing and data processing
fees 260,068
Custodian fees (Note 4) 117,034
Professional fees 29,151
Registration and filing fees:
Class A 5,724
Class B 7,541
Class C 2,125
Class D 56,211
Shareholder reports 21,554
Distribution and service fees:
Class A 17,692
Class B 92,321
Class C 25,302
Directors fees 5,100
Other expenses 63,664
Total expenses 1,917,679
Less expenses paid indirectly (Note 4) (112,067)
Net expenses 1,805,612

Net Investment Loss (781,329)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments 12,381,829
Net decrease in unrealized appreciation on
investments (11,566,454)
Net realized and unrealized gain 815,375
Net increase in net assets resulting from operations $34,046
</TABLE>
See accompanying notes to financial statements.
<PAGE>

Financial Statements

AMERICAN GROWTH FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended Year Ended
July 31, 2000 July 31, 1999

OPERATIONS:
Net investment loss $(781,329) $(57,538)
Net realized gain 12,381,829 7,359,974
Net change in unrealized
appreciation or depreciation (11,566,454) (4,734,232)
Net increase in net assets
resulting from operations 34,046 2,568,204

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Dividends from net investment income:
Class A - (56,534)
Class B - (8,505)
Class C - (5,179)
Class D - (474,946)
Book return of capital:
Class A - (48,726)
Class B - (7,296)
Class C - (4,441)
Class D - (409,627)
Distributions from net realized gain:
Class A (427,882) -
Class B (594,134) -
Class C (160,199) -
Class D (4,352,059) -

BENEFICIAL INTEREST TRANSACTIONS:
Net decrease in net assets resulting from beneficial
interest transactions(Note 2):
Class A (2,672,807) (5,837,113)
Class B (3,727,935) (4,497,280)
Class C (1,091,123) (1,423,013)
Class D (7,781,652) (16,293,908)

NET ASSETS:
Total decrease (20,773,745) (26,498,364)
Beginning of period 97,142,093 123,640,457
End of period $76,368,348 $97,142,093
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Financial Highlights

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class A Year Ended July 31,
2000 1999 1998 1997 19966

Portfolio Turnover Rate3 106.7% 109.3% 103.5% 106.2% 163.1%
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class B Year Ended July 31,
2000 1999 1998 1997 19966

Portfolio Turnover Rate3 106.7% 109.3% 103.5% 106.2% 163.1%
</TABLE>

1. Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period with all dividends and
distributions reinvested in additional shares on the reinvestment
date and redemption at the net asset value calculated on the last
business day of the fiscal period. Sales charges are not
reflected in total returns. Total returns are not annualized for
periods of less than one full year.
2. The expense ratio reflects the effect of expenses paid
indirectly by the Fund.
3. The lesser of purchases and sales of portfolio securities for
a period, divided by the monthly average of the market value of
securities owned during the period. Securities with a maturity or
expiration date at the time of acquisition of one year or less
are excluded from the calculation. Purchases and sales of
investment securities (other than short_term securities) for the
year ended July 31, 2000, aggregated $87,171,940 and $97,992,466,
respectively.
4. Net investment income (loss) per share is based upon relative
daily net asset values.
5. Dividends from net investment income per share are based upon
relative net asset values as of the business day following the
distribution record date.
6. For the period from March 1, 1996 (inception of offering) to
July 31, 1996.
7. Less than $0.005 per share.
8. Annualized.
See accompanying notes to financial statements.
<PAGE>
Financial Highlights cont.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class C Year Ended July 31,
2000 1999 1998 1997 19966

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Class D Year Ended July 31,

1. Assumes a hypothetical initial investment on the business day
before the first day of the fiscal period with all dividends and
distributions reinvested in additional shares on the reinvestment
date and redemption at the net asset value calculated on the last
business day of the fiscal period. Sales charges are not
reflected in total returns. Total returns are not annualized for
periods of less than one full year.
2. The expense ratio reflects the effect of expenses paid
indirectly by the Fund.
3. The lesser of purchases and sales of portfolio securities for
a period, divided by the monthly average of the market value of
securities owned during the period. Securities with a maturity or
expiration date at the time of acquisition of one year or less
are excluded from the calculation. Purchases and sales of
investment securities (other than short-term securities) for the
year ended July 31, 2000, aggregated $87,171,940 and
$97,992,466, respectively.
4. Net investment income (loss) per share is based upon relative
daily net asset values.
5. Dividends from net investment income per share are based upon
relative net asset values as of the business day following the
distribution record date.
See accompanying notes to financial statements.
<PAGE>
Notes to Financial Statements

1. Summary of Significant Accounting Policies
American Growth Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a diversified,
open-end management investment company. The Fund's primary
investment objective is to seek capital appreciation. The Funds
investment advisor is Investment Research Corporation (IRC). The
Fund offers Class A, Class B, Class C and Class D shares. Class D
shares are available to shareholders in existence prior to
3/1/96. Class A and Class D shares are sold with a front-end
sales charge. Class B and Class C shares may be subject to a
contingent deferred sales charge. All classes of shares have
identical rights to earnings, assets and voting privileges,
except that each class has its own distribution and/or service
plan and expenses directly attributable to that class and
exclusive voting rights with respect to matters affecting that
class. Class B shares will automatically convert to Class A
shares seven years after date of purchase. The following is a
summary of significant accounting policies consistently followed
by the Fund.

Investment Valuation - Investment securities are valued at the
closing asked price as reported by the principal securities
exchange on which the security is traded. If no sale is
reported, or if the security is not traded on an exchange, value
is based on the average of the latest bid and asked prices.
Short-term debt securities having a remaining maturity of 60
days or less are valued at amortized cost, which approximates
market value.

Allocation of Income, Expenses, Gains and Losses - Income,
expenses (other than those attributable to a specific class),
gains and losses are allocated daily to each class of shares
based upon the relative proportion of net assets represented by
such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

Federal Income Taxes - No provision for federal income or excise
taxes has been made because the Fund intends to comply with
provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income
to shareholders.

Classification of Distributions to Shareholders - The character
of distributions made during the year from net investment income
or net realized gains may differ from its ultimate
characterization for federal income tax purposes. Also, due to
timing of dividend distributions, the fiscal year in which
amounts are distributed may differ from the fiscal year in which
the income or realized gain was recorded by the Fund.

The Fund adjusts the classification of distributions to
shareholders to reflect the differences between financial
statement amounts and distributions determined in accordance with
income tax regulations. Accordingly, during the year ended July
31, 2000 amounts have been reclassified to reflect a decrease in
accumulated net investment loss of $781,329, a decrease in
accumulated net realized gain from investment transactions of
$269,970, and a decrease in paid-in capital of $511,359.

Other - Investment transactions are accounted for on the date the
investments are purchased or sold (trade date). Dividend income
and distributions to shareholders are recorded on the ex-dividend
date. Interest income is recorded on the accrual basis. Realized
gains and losses from investment transactions and unrealized
appreciation and depreciation of investments are reported on an
identified cost basis which is the same basis used for federal
income tax purposes.

Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America 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 increases and decreases in net assets from operations during
the reporting period. Actual results could differ from those
estimates.
<PAGE>

Notes to Financial Statements

2. Shares of Beneficial Interest - The Fund has authorized an
unlimited number of no par value shares of beneficial interest of
each class. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Ended Year Ended
July 31, 2000 July 31, 1999

Shares Amount Shares Amount
-----------------------------------------------------------------
Class A:
Sold 309,440 $2,994,605 253,536 $2,388,808
Dividends and
distributions
reinvested 39,541 393,433 10,544 98,900
Redeemed (618,179) (6,060,845) (863,218) (8,324,821)
-----------------------------------------------------------------
Net decrease (269,198) $(2,672,807)(599,138) $(5,837,113)

-----------------------------------------------------------------
Class B:
Sold 83,985 $787,534 171,341 $1,617,151
Dividends and
distributions
reinvested 55,896 547,221 1,577 14,680
Redeemed (523,545) (5,062,690) (639,257) (6,129,111)
-----------------------------------------------------------------
Net decrease (383,664) $(3,727,935)(466,339) $(4,497,280)
-----------------------------------------------------------------

Class C:
Sold 17,565 $162,110 72,340 $690,740
Dividends and
distributions
reinvested 12,719 124,260 780 7,253
Redeemed (143,114) (1,377,493) (221,264) (2,121,006)
-----------------------------------------------------------------
Net decrease (112,830) $(1,091,123)(148,144) $(1,423,013)
-----------------------------------------------------------------

Class D:
Sold 133,018 $1,290,807 159,048 $1,506,344
Dividends and
distributions
reinvested 418,490 4,184,893 85,582 805,335
Redeemed (1,352,734) (13,257,352)(1,913,434)(18,605,587)
-----------------------------------------------------------------
Net decrease (801,226) $(7,781,652)(1,668,804)$(16,293,908)
-----------------------------------------------------------------
</TABLE>

3. Unrealized Gains and Losses on Investments
The identified tax cost basis of investments at July 31, 2000 was
$66,541,113. Net unrealized appreciation on investments of
$8,718,907, based on identified tax cost as of July 31, 2000, was
comprised of gross appreciation of $19,195,773 and gross
depreciation of $10,476,866.

4. Fund Expenses Paid Indirectly
For the year ended July 31, 2000, fees for transfer agent/data
processing services and custodian services totaling $53,088 and
$58,979, respectively, were offset by earnings on cash balances
maintained by the Fund at the custodian financial institution.

5. Underwriting, Investment Advisory Contracts and Service
Fees Under the investment advisory contract with Investment
Research Corporation (IRC), the advisor receives annual
compensation for investment advice, computed and paid monthly,
equal to 1% of the first $30 million of the Fund's average
annual net assets and 0.75% of such assets in excess of $30
million. The Fund pays its own operating expenses. During the
year ended July 31, 2000, the Fund's investment advisory fees
approximated 0.85% of average annual net assets.

Class B and Class C shares are subject to annual service and
distribution fees of 0.25% and 0.75% of average daily net assets,
respectively. Class A shares are subject to annual service and
distribution fees of 0.25% and 0.05% of average daily net assets,
respectively.
<PAGE>

Notes to Financial Statement

For the year ended July 31, 2000, commissions and sales charges
paid by investors on the purchase of Fund shares totaled
$139,024 of which $47,305 was retained by American Growth Fund
Sponsors, Inc. (Sponsors), an affiliated broker/dealer which
serves as the underwriter and distributor of the Fund. Sales
charges advanced to broker/dealers by Sponsors on sales of the
Funds Class B and C shares totaled $32,892. For the year ended
July 31, 2000, Sponsors received contingent deferred sales
charges of $47,791 upon redemption of Class B and C shares, as
reimbursement for sales commissions advanced by Sponsors upon
the sale of such shares.

The Fund paid $216,533 to Sponsors for brokerage commission on
securities transactions. Certain officers of the Fund are also
officers of Sponsors and IRC. For the year ended July 31, 2000
the Fund paid directors fees and expenses of $5,100.

For the year ended July 31, 2000, under an agreement with IRC,
the Fund was charged $308,125 for the costs and expenses
related to employees of IRC who provided administrative,
clerical and accounting services to the Fund. In addition, the
Fund was charged $71,689 by an affiliated company of IRC for
the rental of office space.

6. Federal Income Tax Matters (unaudited)
On December 9, 1999, per share distributions from the capital
gains were declared as follows: Class A: $0.60, Class B: $0.60,
Class C: $0.60 and Class D: $0.60 respectively. The capital
gains were paid December 20, 1999. In early 2001, shareholders
will receive information regarding all dividends and
distributions paid to them by the Fund during calendar 2000.
Regulations of the U.S. Treasury Department require the Fund to
report this information to the Internal Revenue Service.
<PAGE>

Independent Auditors' Report

To The Board of Directors and Shareholders
of American Growth Fund, Inc.:

We have audited the accompanying statement of assets and
liabilities of American Growth Fund, Inc., including the
statement of investments, as of July 31, 2000, and the related
statement of operations for the year then ended, the statement of
changes in net assets for each of the years in the two-year
period then ended, and the financial highlights for each of the
years in the five-year period then ended. These financial
statements and financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of July
31, 2000, by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of American Growth Fund, Inc. as of July 31,
2000, the results of its operations for the year then ended, the
changes in its net assets for each of the years in the two-year
period then ended, and the financial highlights for each of the
years in the five-year period then ended, in conformity with
accounting principles generally accepted in the United States of
America.

KPMG LLP
Denver, Colorado
September 1, 2000

<PAGE>
TRANSFER AGENT: Boston Financial Data Services, Inc., Two
Heritage Drive, North Quincy, MA 02171
CUSTODIAN: State Street Bank & Trust Company, Two Heritage
Drive, North Quincy, MA 02171
RETIREMENT PLAN CUSTODIAN: State Street Bank & Trust Company,
Two Heritage Drive, North Quincy, MA 02171
INDEPENDENT AUDITORS: KPMG LLP, 707 Seventeenth Street, Suite
2300, Denver, CO 80202
UNDERWRITER/DISTRIBUTOR: American Growth Fund Sponsors, Inc.,
110 Sixteenth Street, Suite 1400, Denver, CO 80202

AMERICAN GROWTH FUND, INC. BOARD OF ADVISOR:
William D. Farr
President and Director of Farr Farms Co.
Chairman of the Board of Northern Colorado Water
Conservancy
Past President of the National Cattleman's Association
Board Member of the Greeley Water Board

OFFICERS AND DIRECTORS
Robert Brody President and Director
Timothy E. Taggart Treasurer
D. Leann Baird Secretary
Michael J. Baum Director
Eddie R. Bush Director
Harold Rosen Director

INVESTMENT ADVISOR
Investment Research Corporation
110 Sixteenth Street, Suite 1400
Denver, CO 80202
OFFICERS AND DIRECTORS
Robert Brody President, Treasurer, and Director
Timothy E. Taggart Executive Vice President and Director
D. Leann Baird Secretary and Director
<PAGE>
AMERICAN GROWTH FUND, INC.

PART C - OTHER INFORMATION

Item 22. Financial Statements:

(a) Financial Statements

Included in Prospectus:
Financial Highlights
Included in Statement of Additional Information:
Statement of investments
Statement of Assets and Liabilities - July 31, 2000
Statement of Operations - for the year ended July 31,
2000
Statement of Changes in Net Assets - years ended
July 31, 1999 and 2000
Financial Highlights
Notes to Financial Statements
Independent Auditors Report

Item 23. Exhibits
(a) Exhibits

1. (a) Articles of Amendment and Restatement (6)
(b) Articles Supplementary (6)

2. Registrant's By-laws, as amended. (2)
3. Not applicable
4. Instruments defining rights of shareholders:
See Article 4, 6 & 8 of Incorporation and
Article 1, 4 & 7 of the Bylaws. (6)
5. Investment advisory contract between Investment
Research Corporation and registrant.
a. Distribution Agreement for Class A Shares (6)
b. Distribution Agreement for Class B Shares (6)
c. Distribution Agreement for Class C Shares (6)
d. Distribution Agreement for Class D Shares (6)
e. Selling group agreement between American Growth Fund
Sponsors, Inc. And dealers as amended. (6)
6. Not applicable
7. Custodian agreement between state Street Bank and
Trust Company and registrant. (1)
8. Transfer agent agreement between State Street Bank &
Trust Company and Registrant. (1)
<PAGE>
9. Not applicable.
10. Not applicable
11. Consent of KPMG Peat Marwick LLP.
12. Not applicable
13. Not applicable
14.a. Registrants Self-Employed Retirement Plan. (2)
b. Registrants Simplified Employee Pension Plan
Application and Agreement.(1)
c. Registrants Salary Reduction Simplified Employee
Pension Plan Application and Agreement. (4)
d. Registrants Individual Retirement Account Plan and
Agreement. (6)
e. Registrants 403(b) Retirement Plan and Custody
Agreement. (3)
f. Registrants Prototype Paired Defined Contribution
Plans. (4)
g. Registrants Prototype Profit Sharing/401(k) Plan.(4)
15.a. Distribution Plan for Class A Shares (6)
b. Distribution Plan for Class B Shares (6)
c. Distribution Plan for Class C Shares (6)
16. Schedule for computation of each performance
quotation.
17. Financial Data Schedules filed as Exhibit 27 for
electronic purposes.
18. Rule 18f-3 Plan.

Incorporation by reference to identically numbered
exhibit in Post Effective Amendment No. 42 to the
Registration Statement under the securities Act of
1933 on Form NA (File No. 2-14543) of Registrant
filed on December 1, 1988.
(2) Incorporated by reference to identically numbered exhibit
in Post-Effective Amendment No. 41 to the Registration
Statement under the Securities Act of 1933 on Form N-1A
(File No. 2-14543) of Registrant
<PAGE>
filed on December 1, 1987.

(3) Incorporated by reference to identically numbered exhibit
in Post-Effective Amendment No. 39 to the Registration
Statement under the Securities Act of 1933 on Form N-1A
(File No. 2-14543) of Registrant filed on October 1, 1985.

(4) Incorporated by reference to identically numbered exhibit
in Post-Effective Amendment No. 44 to the Registration
Statement under the Securities Act of 1933 on Form N-1A
(File No. 2-14543) of Registrant filed on December 1, 1990.

(5) Incorporated by reference to identically numbered exhibit
in Post-Effective Amendment No. 46 to the Registration
Statement under the Securities Act of 1933 on Form N-1A
(File No. 2-14543) of Registrant filed on December 1, 1992.

(6) Incorporated by reference to identically numbered exhibit
in Post Effective Amendment No. 51 to the Registration
Statement under the Securities Act of 1933 on Form N-1A
(File No. 2-14543) of Registrant filed on September 30,
1996.

Item 24. Person Controlled by or Under Common Control

None

Item 25. Indemnification. Reference is made to Article IX
of the registrants By-Laws (Exhibit 2 to this registration
Statement) and Article 7(c) of the registrants Articles of
Incorporation (Exhibit 1 to this Registration Statement).

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the
Registrant in connection with the successful defense of any
action, suite or proceeding) is asserted against the Registrant
by such director, officer or controlling person in connection
with the shares being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue. The
Registrant hereby undertakes that it will apply the
indemnification provisions of its By-Laws in
<PAGE>
a manner consistent with Release No. 11330 of the Securities and
Exchange Commission under the Investment Company Act of 1940 as
long as the interpretation of Section 17(h) and 17(i) of such
Act expressed in that Release remain in effect.

Item 26. Business and Other Connections of Investment
Adviser. The following table set forth the principal business of
each director and officer of the Investment Adviser of the
Registrant for the two fiscal years ended July 31, 2000.

Name & Position With
Principal Business
Investment Adviser

Robert Brody
President, Treasurer and
Director

Timothy E. Taggart
Vice President, Director

D. Leann Baird,
Secretary, Director

Mr. Brody is also President and a director of American Growth
Fund, Inc., the Registrant; Treasurer and a director of American
Growth Fund Sponsors, Inc., the Registrants underwriter; and
President, Treasurer and a director of American Growth Financial
Services, Inc., 110 16th Street, Denver, Colorado Mr. Taggart is
also Vice President, secretary and a director of American Growth
Fund Sponsors, Inc., the Registrants underwriter, 110 16th
Street, Denver, Colorado; and Vice President and Director of
American Growth Financial Services, Inc., 110 16th Street,
Denver, Colorado.

Mrs. Baird is also secretary of American Growth Fund, Inc., the
Registrant; and secretary of American Growth Financial Services,
Inc., 110 16th Street, Denver, Colorado.

Item 27. Principal Underwriters

(a) None

(b)
<TABLE>
<CAPTION>
<S> <C> <C>
(1)Name and Principal (2)Position & Offices (3)Position & Offices
Business Address with Underwriter with Registrant

Robert Brody
<PAGE>
110 16th Street
Suite 1400 President, Treasurer
Denver, CO 80202 Director President, Director

Timothy E. Taggart
110 16th Street
Suite 1400 Exec. Vice president Treasurer
Denver, CO 80202 Secretary, Director
</TABLE>

None

Item 28. Location of Accounts and Records. All accounts
and records required to be maintained by
Section 31(a) of the Investment Company Act,
and the rules and regulations promulgated
thereunder, are located at the offices of the
Registrant, 110 16th Street, Suite 1400,
Denver, Colorado 80202, and at the offices of
its custodian and transfer agent, State
Street Bank & Trust Company, 2 Heritage Drive,
N. Quincy, MA 02171, and are under the general
custody and control of its Secretary, D.
Leann Baird.

Item 29. Management Services

None

Item 30. Undertakings.

None
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectivness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this post-effective
amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City and County of Denver, State of Colorado, on the 29th day
of November, 2000.

American Growth Fund, Inc.
By: /s/ Robert Brody
______________________________
Robert Brody, President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement has been
signed by the following persons in the capacities indicated and
<PAGE>
as of the date stated.

<TABLE>
<S> <C> <C>
(a) Principal Executive Officer: Title Date

/s/ Robert Brody President
and Director 11/29/2000
--------------------------------
Robert Brody

(b) Principal Financial and Accounting Officer:

/s/ Timothy E. Taggart Treasurer 11/29/2000
--------------------------------
Timothy E. Taggart

/s/ Michael J. Baum, Jr. 11/29/2000
--------------------------------
Michael J. Baum, Jr.

/s/ Eddie R. Bush 11/29/2000
--------------------------------
Eddie R. Bush

/s/ Harold Rosen 11/29/2000
--------------------------------
Harold Rosen
</TABLE>
<PAGE>
INDEPENDENT AUDITORS CONSENT

The Board of Directors
American Growth Fund, Inc.

We consent to the use of our report dated September 1, 2000
included herein and to the references to our firm under the
headings Financial Highlights in the Prospectus and Custodian
and Independent Accountants in the Statement of Additional
Information.

KPMG LLP
Denver, Colorado
November 24, 2000
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