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.    Name of each series or class of funds for which this notice is
      filed:

              INVESCO Growth Fund, Inc.

3.    Investment Company Act File Number:   811-352

      Securities Act File Number:  2-11236

4.    Last day of fiscal year for which this notice is filed:

              August 31, 1996

5.    Check box if this notice is being filed more than 180 days after the close
      of the  issuer's  fiscal year for purposes of  reporting  securities  sold
      after the close of the fiscal year but before  termination of the issuer's
      24f-2 declaration:



6.    Date of termination of issuer's declaration under rule 24f-2(a)(1), if
      applicable (see Instruction A.6):

              Not Applicable

7.    Number and amount of securities of the same class or series which had been
      registered  under the  Securities  Act of 1933 other than pursuant to Rule
      24f-2 in a prior fiscal year, but which  remained  unsold at the beginning
      of the fiscal year:

              0

8.    Number and amount of securities registered during the fiscal year other
      than pursuant to Rule 24f-2:

              0
9.    Number and aggregate sale price of securities sold during the fiscal year:

              Shares = 69,951,936         $369,133,105








10.   Number and aggregate sale price of securities  sold during the fiscal year
      in reliance upon registration pursuant to Rule 24f-2:

              Shares = 69,951,936         $369,133,105

11.   Number and aggregate  sales price of  securities  issued during the fiscal
      year in connection  with dividend  reinvestment  plans, if applicable (see
      Instruction B.7):

              N/A

12.   Calculation of registration fee:

      (i)     Aggregate sale price of securities
              sold during the fiscal year in
              reliance on Rule 24f-2
              (from Item 10):                                  $  369,133,105
                                                               --------------

      (ii)    Aggregate price of shares issued
              in connection with dividend
              reinvestment plans (from Item 11,
              if applicable):                                 +     N/A

      (iii)   Aggregate price of shares redeemed
              or repurchased during the fiscal
              year (if applicable):                            -  289,488,892
                                                               --------------

      (iv)    Aggregate price of shares redeemed
              or repurchased and previously
              applied as a reduction to filing 
              fees pursuant to Rule 24e-2
              (if applicable):                                +     N/A

      (v)     Net aggregate price of securities
              sold and issued during the fiscal
              year in reliance on Rule 24f-2 
              [line (i), plus line (ii), less
              line (iii), plus line (iv)]
              if applicable:                                       79,644,213

      (vi)    Multiplier prescribed by Section
              6(b) of the Securities Act of 1933
              or other applicable law or regula-
              tion (see Instruction C.6):                    x      1/3300

      (vii)   Fee due [line (i) or line(v)
              multipled by line (vi)]:                        $     24,134.61
                                                              ===============







Instruction:     Issuers  should  complete  lines  (ii),   (iii),   (iv),  and
                 (v)  only  if  the  form  is  being  filed   within  60  days
                 after   the  close  of  the   issuer's   fiscal   year.   See
                 Instruction C.3.

13.   Check  box  if  fees  are  being  remitted  to  the  Commission's  lockbox
      depository  as  described  in  Section  3a of the  Commission's  Rules  of
      Information and Other Procedures (17 CFR 202.3a).

                X

Date of mailing or wire  transfer  of filing  fees to the  Commission's  lockbox
depository:

              October 21, 1996


                                   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 Growth Fund, Inc



                        By: /s/ Dan J. Hesser
                            -----------------
                            Dan J. Hesser
                            President

                        Date:  October 22, 1996