[INVESCO ICON]|INVESCO Funds Group, Inc.(R)
                                        |4350 South Monaco Street
                                        |Denver, Colorado 80237
                                        |
                                        |INVESCO Distributors, Inc., Distributor


July 25, 2002

EDGAR FILING

Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention Houghton R. Hallock, Jr.

      Re:   INVESCO Stock Funds, Inc. - CIK No. 0000035692
            1933 Act File No. 002-26125
            1940 Act File No. 811-1474
            Form Type: 485APOS; Accession Number: 0000035692-02-000008
            Application for Withdrawal

Ladies and Gentlemen:

On behalf of INVESCO Stock Funds,  Inc. (the  "Registrant")  and pursuant to
Rule 477(a) of Regulation C under the  Securities Act of 1933, as amended ("1933
Act"),  the  Registrant   hereby   respectfully   requests   withdrawal  of  its
Post-Effective Amendment No. 67 ("PEA 67") to its Registration Statement on Form
N1-A filed on Form Type 485APOS, Accession Number 0000035692-02-000008 which was
submitted  and accepted via Edgar on May 13, 2002  pursuant to Rule 485(a) under
the 1933 Act. This request is made because the  Registrant  has not yet received
shareholder  approval to move INVESCO Mid-Cap Growth Fund from INVESCO Counselor
Series Funds, Inc. into a new series of the Registrant.  No securities were sold
in connection with this offering.



                                    Sincerely,

                                    INVESCO STOCK FUNDS, INC.


                                    By:   /s/ Glen A. Payne

                                          Glen A. Payne
                                          Secretary