AIM EQUITY FUNDS INC
497, 1998-11-06
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                     RETAIL CLASS OF AIM EQUITY FUNDS, INC.

                           AIM AGGRESSIVE GROWTH FUND

                        Supplement dated November 6, 1998
                    to the Prospectus dated February 27, 1998
                as supplemented July 1, 1998 and October 1, 1998


        This Supplement supersedes and replaces the supplements dated July 1,
1998 and October 1, 1998.

        The Board of Directors of AIM Equity Funds, Inc. (the "Company") has
authorized the reopening of AIM Aggressive Growth Fund (the "Fund") to new
investors effective November 16, 1998 on the terms described in the Investor's
Guide.

        The section entitled "Closure of the Fund to New Investors" on page 12
of the Prospectus is deleted.

The following paragraphs are inserted as a new item under "CERTAIN INVESTMENT
STRATEGIES AND POLICIES," before "Foreign Securities" on page 8 of the
prospectus:

        "REAL ESTATE INVESTMENT TRUSTS ("REITS"). The Fund may invest in equity
        and/or debt securities issued by REITs.  Such investments will not 
        exceed 25% of the total assets of the Fund.

        REITs are trusts which sell equity or debt securities to investors and
        use the proceeds to invest in real estate or interests therein. A REIT
        may focus on particular projects, such as apartment complexes, or
        geographic regions, such as the Southeastern United States, or both.

        To the extent that the Fund has the ability to invest in REITs, the Fund
        could conceivably own real estate directly as a result of a default on
        the securities it owns. The Fund, therefore, may be subject to certain
        risks associated with the direct ownership of real estate including
        difficulties in valuing and trading real estate, declines in the value
        of real estate, risks related to general and local economic condition,
        adverse change in the climate for real estate, increases in property
        taxes and operating expense, changes in zoning laws, casualty or
        condemnation losses, limitations on rents, changes in neighborhood
        values, the appeal of properties to tenants, and increases in interest
        rates.

        In addition to the risks described above, equity REITs may be affected
        by any changes in the value of the underlying property owned by the
        trusts, while mortgage REITs may be affected by the quality of any
        credit extended. Equity and mortgage REITs are dependent upon management
        skill, are not diversified, and are therefore subject to the risk of
        financing single or a limited number of projects. Such trusts are also
        subject to heavy cash flow dependency, defaults by borrowers,
        self-liquidation, and the possibility of failing to maintain exemption
        from the 1940 Act. Changes in interest rates may also affect the value
        of debt securities held by the Fund. By investing in REITs indirectly
        through the Fund, a shareholder will bear not only


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        his/her proportionate share of the expenses of the Fund, but also,
        indirectly, similar expenses of the REITs."

The following paragraphs should be inserted under the heading of "Risk Factors
Regarding Foreign Securities--Currency Risk" on page 9:

        "Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg,
        the Netherlands, Portugal, and Spain are members of the European
        Economic and Monetary Union (the "EEMU"). The EEMU intends to establish
        a common European currency for participating countries which will be
        known as the "euro." It is anticipated that each participating country
        will supplement its existing currency with the euro on January 1, 1999,
        and will replace its existing currency with the euro on July 1, 2002.
        Any other European country which is a member of the EEMU may elect to
        participate in the EEMU and may supplement its existing currency with
        the euro after January 1, 1999.

        The expected introduction of the euro presents unique risks and
        uncertainties, including whether the payment and operational systems of
        banks and other financial institutions will be ready by January 1, 1999;
        how outstanding financial contracts will be treated after January 1,
        1999; the establishment of exchange rates for existing currencies and
        the euro; and the creation of suitable clearing and settlement systems
        for the euro. These and other factors could cause market disruptions
        before or after the introduction of the euro and could adversely affect
        the value of securities held by the Portfolio."

The following paragraph should be inserted as a new item under "INVESTMENT
PROGRAM," before "Risk Factors Regarding Foreign Securities" on page 9 of the
prospectus:

        "FOREIGN EXCHANGE TRANSACTIONS. The Fund has authority to deal in
        foreign exchange between currencies of the different countries in which
        it will invest either for the settlement of transactions or as a hedge
        against possible variations in the foreign exchange rates between those
        currencies. This may be accomplished through direct purchases or sales
        of foreign currency, purchases of on futures contracts with respect to
        foreign currency (and options thereon), and contractual agreements to
        purchase or sell a specified currency at a specified future date (up to
        one year) at a price set at the time of the contract. Such contractual
        commitments may be forward contracts entered into directly with another
        party or exchange-traded futures contracts. The Fund may purchase and
        sell options on futures contracts or forward contracts which are
        denominated in a particular foreign currency to hedge the risk of
        fluctuations in the value of another currency. The Fund's dealings in
        foreign exchange may involve specific transactions or portfolio
        positions. Transaction hedging is the purchase or sale of foreign
        currency with respect to specific receivables or payables of the Fund
        accruing in connection with the purchase or sale of its portfolio
        securities, the sale and redemption of shares of the Fund, or the
        payment of dividends and distributions by the Fund. Position hedging is
        the purchase or sale of foreign currency with respect to portfolio
        security positions (or underlying portfolio security positions, such as
        in an ADR) denominated or quoted in a foreign currency. The Fund will
        not speculate in foreign exchange, nor commit a larger percentage of its
        total assets to foreign exchange hedges than the percentage of its total
        assets that it could invest in foreign securities."



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