INVESCO Growth Fund, Inc.
                        Supplement to Prospectus
                        dated December 29, 1995


The section of the Fund's  Prospectus  entitled "The Fund and Its Management" is
amended to (1)  delete the fifth and sixth  paragraphs  and (2)  substitute  the
following new paragraphs in their place:

      The following  individuals serve as portfolio managers of the Fund and are
primarily  responsible for the day-to-day  management of the Fund's portfolio of
securities:

Timothy J. Miller, C.F.A.
      Co-portfolio manager of the Fund since October, 1996; portfolio manager of
the Fund from June to October, 1996; portfolio manager of INVESCO Dynamics Fund,
Inc. since 1993;  senior vice president (1995 to present),  vice president (1993
to 1995) and  portfolio  manager  (1992 to  present) of INVESCO  Trust  Company.
Formerly (1979 to 1992),  analyst and portfolio manager with Mississippi  Valley
Advisors. B.S.B.A., St. Louis University;  M.B.A., University of Missouri. He is
a Chartered Financial Analyst.

Trent E. May, C.F.A.
     Co-portfolio manager of the Fund since 1996; portfolio manager (since 1996)
of INVESCO Trust Company. Formerly, senior equity fund manager/equity analyst at
Munder Capital Management in Detroit. B.S. in Engineering,  Florida Institute of
Technology; M.B.A., Rollins College. He is a Chartered Financial Analyst.

The date of this supplement is October 15, 1996.