As filed with the Securities and Exchange Commission on May 23, 2000



                                    FORM N-8F
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Application Pursuant to Section 8(f) of the
                     Investment Company Act of 1940 ("Act")
                  and Rule 8f-1 Thereunder for Order Declaring
                 that a Registered Investment Company has Ceased
                    to be an Investment Company under the Act

                           INVESCO GROWTH FUNDS, INC.
                               (Name of Applicant)

                               File No.: 811-00352
                (Securities and Exchange Commission File Number)


                              7800 E. Union Avenue
                             Denver, Colorado 80237
                     (Address of Principal Executive Office)

                   Copies of all Communications and Orders to:

Glen A. Payne, Esq.                             Clifford J. Alexander, Esq.
7800 E. Union Avenue                            Susan M. Casey, Esq.
Denver, Colorado  80237                         Kirkpatrick & Lockhart LLP
                                                1800 Massachusetts Avenue, N.W.
                                                Washington, D.C.  20036-1800






I.    GENERAL IDENTIFYING INFORMATION

1.    Reason fund is applying to deregister  (check ONLY ONE; for  descriptions,
      SEE Instruction 1 above):

      [x]   Merger
      [ ]   Liquidation
      [ ]   Abandonment of Registration
            (Note:  Abandonments of Registration answer ONLY questions 1 through
            15, 24 and 25 of this form and complete  verification  at the end of
            the form.)

      [ ]   Election  of  status  as  a  Business   Development  Company  (Note:
            Business Development Companies answer only questions 1 through 10 of
            this form and complete verification at the end of the form.)

2.    Name of fund:  INVESCO Growth Funds, Inc.

3.    Securities and Exchange Commission File No.:  811-00352

4.    Is this an initial Form N-8F or an  amendment  to a previously  filed Form
      N-8F?

      [x]   Initial Application     [  ]  Amendment

5.    Address of  Principal  Executive  Office  (include  No. and Street,  City,
      State, Zip Code):

      7800 E. Union Avenue
      Denver, CO  80237

6.    Name,  address and telephone  number of individual  the  Commission  staff
      should contact with any questions regarding this form:

      Susan M. Casey, Esq.
      Kirkpatrick & Lockhart LLP
      1800 Massachusetts Avenue, N.W.
      Washington, D.C.  20036-1800
      (202) 778-9000

7.    Name, address and telephone number of individual or entity responsible for
      maintenance  and  preservation  of fund's records in accordance with rules
      31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:

      INVESCO Funds Group, Inc.
      7800 E. Union Avenue
      Denver, CO  80237

      NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE



      THE RECORDS  DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS  SPECIFIED
      IN THOSE RULES.

8.    Classification of fund (check only one):

            [x]   Management company;
            [ ]   Unit investment trust; or
            [ ]   Face-amount certificate company.

9.    Subclassification if the fund is a management company (check only one):

            [x]   Open-end          [  ]  Closed-end

10.   State law under which the fund was organized or formed (E.G.,  Delaware or
      Massachusetts):

      The fund is organized as a Maryland corporation.

11.   Provide  the name  and  address  of each  investment  adviser  of the fund
      (including  sub-advisers)  during the last five years,  even if the fund's
      contracts with those advisers have been terminated:

      INVESCO Funds Group,  Inc., the fund's investment  adviser,  is located at
      7800 E. Union Avenue, Denver, CO 80237.

12.   Provide the name and  address of each  principal  underwriter  of the fund
      during  the last five  years,  even if the  fund's  contracts  with  those
      principal underwriters have been terminated:

      INVESCO Distributors,  Inc., the fund's principal underwriter,  is located
      at 7800 E. Union Avenue, Denver, CO 80237.

13.   If the fund is a unit investment trust ("UIT") provide:  Not Applicable.

      (a) Depositor's name(s) and address(es):

      (b) Trustee's name(s) and address(es):

      Not Applicable.





14.   Is there a UIT  registered  under the Act that  served  as a  vehicle  for
      investment in the fund (E.G., an insurance company separate account)?

      [ ]  Yes   [x]  No
      If Yes, for each UIT state:
      Name(s):

      File No.:  811-______
      Business Address:

      Not Applicable.

15.   (a)   Did the fund obtain approval from the board of directors  concerning
            the decision to engage in a Merger,  Liquidation  or  Abandonment of
            Registration?

            [x]  Yes    [ ]  No

            If Yes, state the date on which the board vote took place:

            August 5, 1998

            If No, explain:

      (b)   Did the fund obtain  approval from the  shareholders  concerning the
            decision  to engage  in a  Merger,  Liquidation  or  Abandonment  of
            Registration?

            [x]  Yes    [  ]  No

            If Yes, state the date on which the shareholder vote took place:

            May 20, 1999

            If No, explain:

II.   DISTRIBUTIONS TO SHAREHOLDERS

16.   Has the fund distributed any assets to its shareholders in connection with
      the Merger or Liquidation?

            [x]  Yes    [  ]  No

      (a)   If Yes, list the date(s) on which the fund made those distributions:
            July 15, 1999

      (b)   Were the distributions made on the basis of net assets?

            [x]  Yes    [  ]  No

      (c)   Were the distributions made PRO RATA based on share ownership?

            [x]  Yes    [  ]  No

      (d)   If No to (b) or (c) above,  describe the method of  distributions to
            shareholders.  For mergers,  provide the exchange  ratio(s) used and
            explain how it was calculated.

      (e)   LIQUIDATIONS ONLY:
            Were any distributions to shareholders made in kind?

            [  ]  Yes   [  ]  No




            If yes,  indicate the percentage of fund shares owned by affiliates,
            or any other affiliation of shareholders:

17.   CLOSED-END FUNDS ONLY:
      Has the fund issued senior securities?

            [  ]  Yes   [  ]  No

      If  Yes,   describe   the  method  of   calculating   payments  to  senior
      securityholders and distributions to other shareholders:

      Not Applicable.

18.   Has the fund distributed ALL of its assets to the fund's shareholders?

      [x]  Yes    [  ]  No

      If No,

      (a)   How many shareholders does the fund have as of the date this form is
            filed?
      (b)   Describe the relationship of each remaining shareholder to the fund:

19.   Are there any  shareholders  who have not yet  received  distributions  in
      complete liquidation of their interests?

           [ ]  Yes   [x]  No

      If Yes,  describe  briefly  the  plans  (if any) for  distributing  to, or
      preserving the interests of, those shareholders:

III.  ASSETS AND LIABILITIES

20.   Does the fund have any assets as of the date this form is filed?
      (SEE QUESTION 18 ABOVE)

            [ ] Yes    [x] No

      If Yes,

      (a)   Describe  the type and amount of each asset  retained by the fund as
            of the date this form is filed:
      (b)   Why has the fund retained the remaining assets?
      (c)   Will the remaining assets be invested in securities?

            [  ] Yes          [  ] No




21.   Does  the  fund  have  any  outstanding   debts  (other  than  face-amount
      certificates  if the fund is a  face-amount  certificate  company)  or any
      other liabilities?

            [  ] Yes          [x] No

      If Yes,
      (a)   Describe the type and amount of each debt or other liability:
      (b)   How does the fund  intend  to pay these  outstanding  debts or other
            liabilities?

IV.   INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION

22.   (a)   List  the  expenses  incurred  in  connection  with  the  Merger  or
            Liquidation:

            (i)   Legal expenses:                                   $  44,078.42
            (ii)  Accounting expenses:                                  1,000.00
            (iii) Other expenses (list and identify separately):
                     Postage and Printing:                             72,538.10
                     Proxy Solicitation:                              116,621.08
(iv)           Total expenses (sum of lines (i)-(iii) above):       $ 234,237.60

      (b)   How were those expenses allocated?

            INVESCO Fund Group, Inc.                              50%
            INVESCO Blue Chip Growth Fund                         50%

      (c)   Who paid those expenses?

            INVESCO Funds Group, Inc.                             $117,118.81
            INVESCO Blue Chip Growth Fund                         $117,118.79

      (d)   How did the fund pay for unamortized expenses (if any)?

            Not Applicable.






23.   Has  the  fund  previously  filed  an  application  for  an  order  of the
      Commission regarding the Merger or Liquidation?

            [  ] Yes          [x] No

      If Yes, cite the release numbers of the Commission's  notice and order or,
      if no  notice  or order  has been  issued,  the file  number  and date the
      application was filed:

V.    CONCLUSION OF FUND BUSINESS

24.   Is the fund a party to any litigation or administrative proceeding?

            [  ] Yes          [x] No

      If Yes,  describe  the  nature of any  litigation  or  proceeding  and the
      position taken by the fund in that litigation:

25.   Is the  fund  now  engaged,  or  intending  to  engage,  in  any  business
      activities other than those necessary for winding up its affairs?

            [  ] Yes          [x] No

      If Yes, describe the nature and extent of those activities:

VI.   MERGERS ONLY

26.   (a)   State the name of the fund surviving the Merger:

            INVESCO Blue Chip Growth Fund, a series of INVESCO Stock Funds, Inc.

      (b)   State the  Investment  Company Act file number of the fund surviving
            the Merger:

            811-01474

      (c)   If the merger or  reorganization  agreement  has been filed with the
            Commission,  state the file  number(s),  form type used and date the
            agreement was filed:

            File number:      811-00352
            Form type used:   DEF 14A
            Date filed:       March 26, 1999

      (d)   If the merger or  reorganization  agreement  has not been filed with
            the  Commission,  provide a copy of the  agreement  as an exhibit to
            this form.






                                  VERIFICATION

      The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment  Company Act of 1940 on behalf
of INVESCO Growth Funds, Inc., (ii) he is the Secretary of INVESCO Growth Funds,
Inc.,  and (iii) all  actions  by  shareholders,  directors,  and any other body
necessary  to  authorize  the  undersigned  to  execute  and file this Form N-8F
application  have been  taken.  The  undersigned  also states that the facts set
forth in this  Form  N-8F  application  are  true to the best of his  knowledge,
information and belief.

Date:                                           /s/ Glen A. Payne
      May 22, 2000                              --------------------------------
                                                Name:   Glen A. Payne
                                                Title:  Secretary