U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
INVESCO Emerging Opportunity Funds, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
2. The name of each series or class of securities for which this Form
is filed (if the form is being filed for all series and classes of
securities of the issuer, check the box but do not list
series or classes): x
-----
3. Investment Company Act File Number: 811-6234
Securities Act File Number: 33-38336
4(a) Last day of fiscal year for which this Form is filed: May 31, 1998
4(b) ---Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
4(c) ---Check box if this is the last time the issuer will be filing this
Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities
sold during the fiscal year
pursuant to section 24(f) $ 586,422,243
--------------
(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $ 600,416,027
--------------
(iii) Aggregate price of securities redeemed
or repurchased during any
prior fiscal year ending no earlier
than October 1, 1995 that were
not previously used to reduce
registration fees payable to the
Commission $ 36,791,277
--------------
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] $ 637,207,304
--------------
(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item 5(iv)
from item 5(i)] $ 0
--------------
<PAGE>
(vi) Redemption credits available for
use in future years - if item 5(i)
is less than item 5(iv)
[subtract item 5(iv) from
item 5(i)] $ 50,785,061
--------------
(vii) Multiplier for determining
registration fee
(See Instruction C.9) x.000295
--------------
(viii)Registration fee due [multiply
item 5(v) by item 5(vii)]
(enter "0" if no fee is due): = $ 0.00
--------------
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:
-------------. If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number here:----------.
7. Interest due - if this Form is being
filed more than 90 days after the
end of the Issuer's fiscal year
(see instruction D): +$ 0
--------------
8. Total of the amount of the registration
fee due plus any interest due [line
5(viii) plus line 7]: = $ 0.00
--------------
9. Date of the registration fee and any interest payment was sent to
the Commission's lockbox depository:
Method of Delivery:
---- Wire Transfer
---- Mail or other means
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
INVESCO Emerging Opportunity Funds, Inc.-
INVESCO Small Company Growth Fund
By:/s/ Mark H. Williamson
-----------------------------------
Mark H. Williamson
President
Date: August 25, 1998
