INVESCO GROWTH FUND, INC.
                          Supplement to Prospectus
                           dated December 29, 1995

The third paragraph in the section of the Fund's Prospectus entitled "Additional
Information" is hereby amended to read as follows:

     Transfer and Dividend Disbursing Agent.  INVESCO Funds Group, Inc., 7800 E.
Union Ave.,  Denver,  Colorado 80237,  acts as registrar,  transfer  agent,  and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which  provides  that the Fund will pay an annual fee of $20.00 per sha reholder
account or omnibus account  participant.  The transfer agency fee is not charged
to each shareholder's or participant's account, but is an expense of the Fund to
be  paid  from  the  Fund's  assets.  Registered  broker-dealers,   third  party
administrators of tax-qualified  retirement plans and other entities,  including
affiliates  of  INVESCO,  may  provide  sub-transfer  agency  or  record-keeping
services to the Fund which reduce or eliminate the need for  identical  services
to be provided on behalf of the Fund by INVESCO. In such cases,  INVESCO may pay
the third party an annual  sub-transfer agency o r record-keeping fee out of the
transfer agency fee which is paid to INVESCO by the Fund.

The date of this Supplement is May 1, 1996.





                            INVESCO GROWTH FUND, INC.
           Supplement to Statement of Additional Information
                        Dated December 29, 1995

The second  paragraph in the section of the Fund's  Statement of Additional
Information  entitled "The Fund and Its Management -- Transfer Agency Agreement"
is hereby amended to read as follows:

            The Transfer  Agency  Agreement  provides that the Fund shall pay to
      INVESCO an annual fee of $20.00 per shareholder account or omnibus account
      participant.  This fee is paid  monthly  at 1/12 of the  annual fee and is
      based upon the actual number of shareholder  accounts and omnibus  account
      participants  in existence  during each month.  For the fiscal years ended
      August 31, 1995, 1994 and 1993, the Fund paid INVESCO transfer agency fees
      of $681,911, $556,206 and $505,634, respectively.

The section of the Fund's Statement of Additional Information entitled "The Fund
and Its  Management -- Officers and Directors of the Fund" is hereby  amended to
(1) delete the second through the  nineteenth  paragraphs and (2) substitute the
following new paragraphs in their place:

            All of the  officers  and  directors  of the  Fund  hold  comparable
      positions with INVESCO  Diversified  Funds,  Inc.,  INVESCO Dynamics Fund,
      Inc.,  INVESCO Emerging  Opportunity  Funds,  Inc.,  INVESCO Income Funds,
      Inc., INVESCO Industrial Income Fund, Inc., INVESCO  International  Funds,
      Inc.,  INVESCO Money Market Funds,  Inc.,  INVESCO  Multiple  Asset Funds,
      Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic  Portfolios,  Inc.,
      INVESCO  Tax-Free  Income Funds,  Inc.,  and INVESCO  Variable  Investment
      Funds,  Inc.  All of the  directors  of the Fund also serve as trustees of
      INVESCO  Value Trust.  In addition,  all of the directors of the Fund also
      are directors of INVESCO  Advisor Funds,  Inc.  (formerly known as The EBI
      Funds,  Inc.); and, with the exception of Mr. Hesser,  trustees of INVESCO
      Treasurer's  Series  Trust.  All of the  officers  of the Fund  also  hold
      comparable  positions  with  INVESCO  Value  Trust.  Set  forth  below  is
      information  with respect to each of the Fund's  officers  and  directors.
      Unless otherwise  indicated,  the address of the directors and officers is
      Post Office Box 173706,  Denver,  Colorado 80217-3706.  Their affiliations
      represent their principal occupations during the past five years.

            CHARLES W. BRADY,*+ Chairman of the Board.  Chief Executive Officer
      and Director of INVESCO PLC, London, England, and of various subsidiaries
      thereof.  Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO







      Treasurer's Series Trust and The Global Health Sciences Fund.  Address:
      1315 Peachtree Street, NE, Atlanta, Georgia.  Born:  May 11, 1935.

            FRED A. DEERING,+#  Vice Chairman of the Board.  Vice Chairman of
      INVESCO Advisor Funds, Inc., and INVESCO Treasurer's Series Trust. Trustee
      of The Global Health Sciences Fund.  Formerly, Chairman of the Executive
      Committee and Chairman of the Board of Security Life of Denver Insurance
      Company, Denver, Colorado; Director of ING America Life Insurance Company,
      Urbaine Life Insurance Company and Midwestern United Life Insurance 
      Company.  Address: Security Life Center, 1290 Broadway, Denver, Colorado.
      Born: January 12, 1928.

            DAN J. HESSER,+* President and Director.  Chairman of the Board,
      President, and Chief Executive Officer of INVESCO Funds Group, Inc.;
      Director of INVESCO Trust Company.  Trustee of The Global Health Sciences
      Fund.  Born: December 27, 1939.

            VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus
      and Chairman of the CFO Roundtable of the Department of Finance of Georgia
      State University, Atlanta, Georgia; President, Andrews Financial
      Associates, Inc. (consulting firm); formerly, member of the faculties of
      the Harvard Business School and the Sloan School of Management of MIT.
      Dr. Andrews is also a Director of The Southeastern Thrift and Bank Fund,
      Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta,
      Georgia.  Born: June 23, 1930.

            BOB R. BAKER,+** Director. President and Chief Executive Officer of
      AMC Cancer Research Center, Denver, Colorado, since January 1989; until
      mid-December 1988, Vice Chairman of the Board of First Columbia Financial
      Corporation (a financial institution), Englewood, Colorado.  Formerly,
      Chairman of the Board and Chief Executive Officer of First Columbia 
      Financial Corporation.  Address: 1775 Sherman Street, #1000, Denver, 
      Colorado.  Born: August 7, 1936.

            LAWRENCE H. BUDNER,# Director.  Trust Consultant; prior to June 30,
      1987, Senior Vice President and Senior Trust Officer of InterFirst Bank,
      Dallas, Texas.  Address: 7608 Glen Albens Circle, Dallas, Texas.  Born:
      July 25, 1930.

            DANIEL D. CHABRIS,+# Director.  Financial Consultant; Assistant 
      Treasurer of Colt Industries Inc., New York, New York, from 1966 to 1988.
      Address: 15 Sterling Road, Armonk, New York.  Born: August 1, 1923.







            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr. Frazier
      was employed in various capacities by First Chicago Bank, most recently as
      Executive Vice President of the North American Banking Group.  Trustee of
      The Global Health Sciences Fund. Director of Magellan Health Services, 
      Inc. and of Charter Medical Corp. Address: 250 Williams Street, Suite
      6000, Atlanta, Georgia.  Born: June 23, 1944.

            HUBERT L. HARRIS, JR.*, Director.  President of INVESCO Services, 
      Inc. (since January 1990).  Director of INVESCO PLC and Chief Financial
      Officer of INVESCO Individual Services Group.  Member of the Executive
      Committee of the Alumni Board of Trustees of Georgia Institute of 
      Technology.  Address: 1315 Peachtree Street, N.E., Atlanta, Georgia.
      Born:  July 15, 1943.

            KENNETH T. KING,** Director.  Formerly, Chairman of the Board of The
      Capitol Life Insurance Company, Providence Washington Insurance Company,
      and Director of numerous subsidiaries thereof in the U.S. Formerly, 
      Chairman of the Board of The Providence Capitol Companies in the United 
      Kingdom and Guernsey.  Chairman of the Board of the Symbion Corporation 
      (a high technology company) until 1987.  Address: 4080 North Circulo
      Manzanillo, Tucson, Arizona.  Born: November 16, 1925.

            JOHN W. McINTYRE,# Director.  Retired.  Formerly, Vice Chairman of 
      the Board of Directors of The Citizens and Southern Corporation and
      Chairman of the Board and Chief Executive Officer of The Citizens and 
      Southern Georgia Corp. and Citizens and Southern National Bank.  Director
      of Golden Poultry Co., Inc. Trustee of The Global Health Sciences Fund 
      and Gables Residential Trust.  Address: 7 Piedmont Center, Suite 100, 
      Atlanta, Georgia.  Born: September 14, 1930.

            GLEN A. PAYNE, Secretary.  Senior Vice President, General Counsel
      and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company.
      Formerly, employee of a U.S. regulatory agency, Washington, D.C., (June 
      1973 through May 1989.) Born: September 25, 1947.

            RONALD L. GROOMS, Treasurer.  Senior Vice President and Treasurer
      of INVESCO Funds Group, Inc. and INVESCO Trust Company since January 1988.
      Born: October 1, 1946.





            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice President
      of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company.
      Formerly, Vice President of 440 Financial Group from June 1990 to August
      1992; Assistant Vice President of Putnam Companies from November 1986 to 
      June 1990.  Born: August 21, 1956.

            ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: September
      14, 1941.

            JUDY P. WIESE, Assistant Treasurer.  Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: February 3,
      1948.

The ninth  paragraph  of the  section  of the  Fund's  Statement  of  Additional
Information entitled "The Fund and Its Management - Director  Compensation" (the
paragraph  immediately  following  footnote  6) is  hereby  amended  to  read as
follows:

            Messrs.  Brady,  Harris and Hesser , as "interested  persons" of the
      Fund and other  funds in the  INVESCO  Complex,  receive  compensation  as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive any director's fees or other  compensation  from the Fund or other
      funds in the INVESCO  Complex for their services as directors.  Because of
      the possibility  that A.D.  Frazier,  Jr. may become employed by a company
      affiliated  with INVESCO at some point in the future,  he was deemed to be
      an  "interested  person" of the Fund and of the other funds in the INVESCO
      Complex  effective May 1, 1996.  Until such time as Mr.  Frazier  actually
      becomes  employed  by an  INVESCO-affiliated  company,  however,  he  will
      continue to receive the same director's fees and other compensation as the
      Fund's independent directors.

The date of this Supplement is May 1, 1996.