INVESCO Funds Group, Inc.
7800 E. Union Avenue
Denver, CO  80237
(303) 930-6300



January 6, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:   INVESCO Growth Fund, Inc.
      1933 Act No. 002-11236
      1940 Act No. 811-0352
      CIK No. 0000110042

Ladies and Gentlemen:

Pursuant  to  Rule  497(j)  of the  Securities  Act of  1933  (the  "1933  Act")
(submission type 497j),  INVESCO Growth Fund, Inc. (the "Fund"),  hereby submits
for  filing  on  EDGAR  this  certification  that  the  definitive  form  of its
Prospectus and Statement of Additional  Information for filing under Rule 497(j)
does not differ from that contained in the Post-Effective Amendment No. 71 under
the Securities Act of 1933 and Amendment No. 19 under the Investment Company Act
of 1940 to the Fund's  Registration  Statement  which was  electronically  filed
pursuant to Rule 485(b) on December  24,  1996.  This  Post-Effective  Amendment
became effective January 1, 1997.

If you have any  questions  or  comments,  please  contact  the  undersigned  at
303/930- 6200.

Sincerely,

/s/ Glen A. Payne
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Glen A. Payne
Senior Vice President, Secretary
   and General Counsel