INVESCO EMERGING GROWTH FUND INC
24F-2NT, 1995-07-21
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July 21, 1995

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth St., N.W.
Washington, DC 20549

Re: Rule 24f-2  Notice for INVESCO Emerging Opportunity Funds, Inc.
                Emerging Growth Fund
File No. 33-38336

Gentlemen:

Pursuant to Rule  24f-2,  the  following  information  is  provided  for INVESCO
Emerging  Opportunity Funds,  Inc.-Emerging Growth Fund latest fiscal year which
ended May 31, 1995. Enclosed you will find an opinion of counsel relating to the
securities sold.

Number of securities  which had been registered under the
Securities Act of 1933 other than  pursuant to Section 24f-2
of the  Investment  Company Act, but which remain unsold at
the beginning of the fiscal year.                                            -0-

Number of securities registered during the fiscal year
other than pursuant to Section 24f-2 of the Act.                             -0-

Number of securities sold during the fiscal year.                     26,790,483

Number of securities  sold during the fiscal year in
reliance upon  registration pursuant to Section 24f-2 of the
Act.                                                                  26,790,483

Actual aggregate sale price of securities sold in reliance
upon registration pursuant to Section 24f-2(c).                    $ 281,174,130

Less: Actual aggregate repurchase price of securities
repurchased during the fiscal year ($272,372,582) reduced
by actual aggregate repurchase price of such securities
previously applied pursuant to Section 24e-2(a)(none).            $(272,372,582)
                                                                  --------------
Fee Basis                                                             $8,801,548
                                                                  ==============
Fee: One-twentyninth of 1 per centum of the basis of the
price at which the securities were sold.                               $3,035.02
                                                                  ==============
(Calculation  made  pursuant to Rule 24f-2(c) of the
Investment  Company Act of 1940.)

Yours very truly,

/s/Dan J. Hesser
- ------------------
Dan J. Hesser
President &
Chief Executive Officer

Enclosures



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