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 Growth Fund, 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):

               INVESCO Growth Fund, Inc.

3.    Investment Company Act File Number:         811-352

      Securities Act File Number:      2-11236

4(a)  Last day of fiscal year for which this Form is filed:

            August 31, 1997

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)                 $724,874,978

      (ii)  Aggregate price of securities
            redeemed or repurchased during
            the fiscal year:                          $690,372,256

      (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                                 $0

      (iv)  Total available redemption credits
            [add items 5(ii) and 5(iii)]               $690,372,256







      (v)   Net sales - if item 5(i) is greater
            than item 5(iv) [subtract item 5(iv)
            from item 5(i)]                            $34,502,722

      (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)]                 $0

      (vii) Multiplier for determining registration
            fee (See Instruction C.9)                  x1/3300)
            

      (viii)Registration fee due [multiply item 5(v)
            by item 5(vii)] (enter "0" if no fee 
            no fee is due):                            =$10,455.37

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]:                                    =$10,455.37

9.    Date of the registration fee and any interest payment was sent to the 
      Commission's lockbox depository:

            Method of Delivery:
                              _X_   Wire Transfer       10/21/97
                              ___   Mail or other means


                               SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.

                              INVESCO GROWTH FUND, INC.


                              By:  /s/ Dan H. Heser
                                   ------------------------
                                   Dan J. Hesser, President

Date:   October 24, 1997