INVESCO INCOME FUNDS INC
N-30D, 1995-10-26
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ANNUAL REPORT


August 31, 1995


INVESCO
INCOME
FUNDS,
INC.


Smart Choices
For Seeking
Current Income


INVESCO FUNDS


<PAGE>



Market Overview                                                  September 1995
     The U.S. economy may be close to achieving the "soft landing" analysts have
hoped for.
      Fearing the long-term, corrosive effects of inflation, the Federal Reserve
Board  actively  sought to slow the U.S.  economy  in 1994.  Over a period of 12
months, they doubled short-term interest rates.
      The plan may have  worked.  After  impressive  annualized  growth rates of
6.3%, 3.3%, 3.8%, 3.4%, and 5.1% in consecutive quarters, GDP advanced just 2.7%
during the first three months of 1995,  and was  estimated at 1.3% in the second
quarter. Now that they've reined in the galloping expansion, the Fed will act to
keep it at a sustainable  trot. In July,  they cut short-term  interest rates by
0.25%, and further cuts may be made if additional stimulus is required.
      Given the advances in the U.S. equities markets in the first half of 1995,
we're  likely  to see a  period  when  the  market  "digests"  its  gains  -- as
technology stocks did in mid-July, for instance. However, we do not anticipate a
significant setback in prices over the fourth quarter.
      In our opinion,  it's possible  interest  rates will drop further in 1995.
That will ease inflationary pressure somewhat, as well as have a positive impact
on the bond market.  Short-term rates could drop to 5.5% or less,  compared to a
6% Fed funds rate as of late June.  The benchmark  30-year  Treasury bond is now
yielding  around 6.6%; we may expect to see that  gradually  decrease.  Overall,
bond prices have advanced strongly since the fourth quarter of 1994.

      The line graphs on the following  pages  illustrate the value of a $10,000
investment in each fund,  plus reinvested  dividends and capital gains,  for the
indicated periods ended 8/31/95. (Of course, past performance is not a guarantee
of future results.)*
      The charts and other  total  return  figures  cited  reflect  each  fund's
operating  expenses,  but the  indexes do not have  expenses,  which  would,  of
course, have lowered their performance.

Select Income Fund
      For the fiscal year ended  8/31/95,  INVESCO Select Income Fund achieved a
total return of 14.01%. During this period, the fund substantially  outperformed
the Lehman Government/Corporate Index, which returned 11.49% in the same period.
For the one-year period ended 8/31/95,  Lipper  Analytical  Services ranked your
fund #8 of 78 corporate debt-BBB funds.** (Of course,  past performance is not a
guarantee of future results.)*

                             Select Income fund
                      Average Annualized Total Return
                               as of 8/31/95*

                    1 year                      14.01%
                    ----------------------------------
                    5 years                     10.88%
                    ----------------------------------
                    10 years                    10.12%
                    ----------------------------------

      The main factor behind the fund's superior  performance was  knowledgeable
credit  selection.  We seek securities that deliver high income, as well as have
the potential to appreciate in value.  Select  IncomeFund  also benefited from a
bond market  turnaround that started in November 1994, as interest rates started
to level off and then  decline.  Another  plus was our  ability to  successfully
lengthen the duration of the  portfolio to get stronger  results from the market
rally.
      Our  strategy   includes  seeking  out  special   situations  which  offer
opportunities  for a  company's  debt  obligations  to  increase  in value.  For
example,  when we bought Viacom bonds in June 1994, they were poorly  understood
by  most  bond   investors  and   relatively   inexpensive.   They  improved  in
creditworthiness  and price  significantly after Viacom concluded a merger, sold
off assets and became a stronger company. We sold the bonds at a profit.


<PAGE>

      Another  source  of value --  ironically  -- is  financial  distress.  For
example, we bought bonds of USG Corp., a wallboard  manufacturer,  shortly after
it emerged from bankruptcy. The value of our holdings increased significantly as
management  fulfilled  its  promises to retire debt and build a healthy  balance
sheet.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the Select Income Fund to the value of a $10,000  investment
      in  the  Lehman   Government/Corporate   Index,   assuming  in  each  case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 8/31/95.

Graph:     Bond Holdings Quality by Value
           as of 8/31/95

      This pie chart shows the allocation of Bond Holdings  Quality by Value for
      each of the following  ratings  categories:  AAA/Government  - 48.7%, AA -
      6.9%,  BBB - 11.7%,  BB - 19.0%,  B - 13.7%.  Composition  of  holdings is
      subject to change.

      We also like to  invest in  companies  with good  prospects  that have the
potential  to be acquired by larger  firms.  At this time,  we favor the debt of
cable television and broadcasting  companies  because they are likely to benefit
from an ongoing wave of industry consolidation.
      Investments  in  corporate  bonds  typically  make up about  50% of Select
Income Fund's  holdings.  The rest consists of U.S.  government  obligations and
cash. Currently, we find government  mortgage-backed  securities more attractive
than  investment-grade  corporate  bonds; the latter offer minimal interest rate
advantages relative to the additional credit risk required.

High Yield Fund
      Thanks in part to an attractive climate for bonds in general, INVESCO High
Yield Fund achieved a total return of 11.12% for the fiscal year ended  8/31/95.
That  compares  with a total  return of 13.19% for the Merrill  Lynch High Yield
Master Index over the same period. (Of course,  past performance is no guarantee
of future results.)*
      The fund lagged the index by slightly more than 1%,  because the index has
a higher quality orientation than the mutual fund. During the first half of this
year, BB-rated securities outperformed B-rated ones. The fund also has expenses,
but the index  does not.  Unquestionably,  however,  INVESCO  High  Yield had an
excellent year compared to fiscal 1994 -- which  coincided with one of the worst
bond markets in decades.

                              High Yield fund
                      Average Annualized Total Return
                              as of 8/31/95*

                    1 year                     11.12%
                    ----------------------------------
                    5 years                    11.01%
                    ----------------------------------
                    10 years                    9.65%
                    ----------------------------------

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the High Yield Fund to the value of a $10,000  investment in
      the  Merrill  Lynch  High  Yield  Master  Index,  assuming  in  each  case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 8/31/95.


<PAGE>



      In fiscal 1995, our in-house  expertise in  credit-risk  analysis has paid
off. In addition to seeking high income,  our strategy is to identify bonds that
are  likely  to  appreciate  in value.  We look for  opportunities  in  industry
consolidations,  post-bankruptcy  turnaround situations, and firms likely to see
market-driven balance sheet improvements.
      For  example,  HealthTrust  Inc.-Hospital  Co.  was a  good,  medium-sized
operator of hospitals.  The complicated  bonds we bought were largely ignored by
investors.  When  HealthTrust  was bought out by a larger firm, the value of our
investment  soared.  Another case in point is Card  Establishment.  The bonds of
this First Data takeover target moved up nicely when S&P upgraded them after the
acquisition.

Graph:     Bond Holdings Quality by Value
           as of 8/31/95

      This pie chart shows the allocation of Bond Holdings  Quality by Value for
      each of the following ratings categories: A - 1.4%, BB - 19.3%, B - 73.3%,
      CCC - 6.0%. Composition of holdings is subject to change.

      We currently favor cable television and television broadcasting,  and have
chosen  companies  that are likely to benefit from the ongoing trend of industry
consolidation. Special situations, like those described above, are another theme
we will continue to explore in the coming months.

U.S. Government Securities Fund
      For the fiscal year ended 8/31/95, INVESCO U.S. Government Securities Fund
achieved a total return of 12.37%. This compares to a total return of 17.06% for
the Lehman Government Bond-Long Index. Relative to its competitors, the fund has
been a superior performer.  Lipper Analytical Services ranked it #12 of 162 U.S.
government bond funds for the year ended 8/31/95.** (Of course, past performance
is not a guarantee of future results.)*

                       U.S. Government Securities Fund
                       Average Annualized Total Return
                               as of 8/31/95*

                    1 year                      12.37%
                    ----------------------------------
                    5 years                      9.10%
                    ----------------------------------
                    Since inception (1/86)       7.38%
                    ----------------------------------

      The fund's  performance  slightly  trailed that of the index,  because the
Lehman index tracks only the  performance of Treasury  bonds.  In contrast,  the
fund includes  mortgage-backed  securities and government  agency issues.  These
obligations have longer durations and different performance characteristics than
Treasury bonds. In general,  due to its shorter duration,  the fund will tend to
underperform the index in a rising interest rate environment and it will tend to
outperform the index in a declining interest-rate environment.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  U.S.  Government  Securities  Fund to the  value  of a
      $10,000  investment in the Lehman Long Government Bond Index,  assuming in
      each case  reinvestment  of all dividends and capital gain  distributions,
      for the period from inception (1/86) through 8/31/95.

      Most of the fund's gains  followed the bond market rally in November 1994.
Prices took off as interest  rates began to stabilize  and then  decline.  Going
forward,  we have adopted a strategy of blending  mortgage-backed  securities --
primarily Ginnie Maes -- into the mix, along with U.S. Treasury notes and bonds,
as a means of obtaining higher yield with a lower risk.


<PAGE>



      Over the  near-term,  we  expect  to  maintain  duration  within a six- to
nine-year  range, or shorter than the Treasury market in general,  to reduce the
portfolio's vulnerability to potential increases in interest rates.

Short-Term Bond Fund
      INVESCO  Short-Term  Bond Fund had a total  return of 7.16% for the fiscal
year ended 8/31/95.  During the same period,  the Lehman  Brothers  Intermediate
Govern-ment/Corporate  Index was up 9.45%. (Of course, past performance is not a
guarantee of future results.)*

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  Short  Term  Bond  Fund  to  the  value  of a  $10,000
      investment in the Lehman Intermediate Governmemt/Corporate Index, assuming
      in each case reinvestment of all dividends and capital gain distributions,
      for the period from inception (10/93) through 8/31/95.

      While the fund's  performance  was up  significantly  for the fiscal  year
ended  8/31/95,  it trailed  the  benchmark.  This is largely a function  of the
difference in the durations of the fund and of the index.

                            Short-Term Bond Fund
                       Average Annualized Total Return
                               as of 8/31/95*

                    1 year                       7.16%
                    ----------------------------------
                    Since inception (1/86)       3.28%
                    ----------------------------------


      Short-Term Bond Fund is not a typical bond fund, nor does it behave like a
money market  fund.  Short-Term  Bond Fund was created to provide a  competitive
yield  advantage  compared to  money-market  funds,  with less  volatility  than
longer-term funds (which normally pay higher yields in return for the additional
risk).
      During the first few months of the fiscal  year,  the fund was  negatively
affected by a rising interest rate  environment.  But fund  performance  rallied
with the bond  market  beginning  last  November,  as  interest  rates  began to
stabilize and then decline.
      As of 8/31/95, the fund consisted of 21.9% cash and repurchase agreements;
27.4%  government  agency  obligations  and 50.7% corporate  bonds.  The average
duration, including cash and equivalents, was under two years.
      Going forward,  we will move towards a slightly longer duration of between
1.75 and 2.25  years.  We expect to  increase  our  focus on  government  agency
obligations,  while  reducing the weighting of corporate  bonds.  Corporates are
currently  offering a minimal yield  advantage,  given their  additional  credit
risk; we believe the fund is better positioned in higher quality issues.

Fund Management
      INVESCO's  Income  funds are  managed by two  industry  veterans.  Richard
Hinderlie  began his investment  career in 1973 and has extensive  experience in
all  facets  of  fixed-income  analysis.  He earned  an MBA from  Arizona  State
University and a BA in economics from Pacific Lutheran University. He previously
was associated with Bank Western.  Dick joined INVESCO in 1993 and oversees both
Short-Term Bond Fund and U.S. Government Securities Fund.
      Donovan  "Jerry" Paul is portfolio  manager of INVESCO High Yield Fund and
Select Income Fund. He earned his MBA from the  University of Northern  Iowa, as
well as a BBA from the University of Iowa. A Chartered Financial Analyst,  Jerry
has more than 19 years of  experience  in the  securities  industry;  he was the
director of fixed-income research for Stein, Roe & Farnham. He joined INVESCO in
1994 as head of our fixed-income investment management division.



<PAGE>



      *Total  return  assumes   reinvestment   of  dividends  and  capital  gain
distributions. Past performance is not a guarantee of future results. Investment
return and  principal  value will vary so that,  when  redeemed,  an  investor's
shares   may  be  worth   more  or  less  than  when   purchased.   The   Lehman
Government/Corporate   Index  is  an  unmanaged  index  illustrating  the  broad
fixed-income  market;  the Lehman  Government/Corporate  Intermediate Bond Index
reflects  performance  of bonds with  maturities of 3-10 years.  The Lehman Long
Government Bond Index reflects the long-term  Treasury market. The Merrill Lynch
High Yield Master Index reflects performance of lower quality corporate debt.
      **Lipper  Analytical  Services is an  independent  analyst  ranking  funds
according to their total return performance, disregarding sales charges. For the
5- and 10-year  periods ended 8/31/95,  Select Income was ranked #8 and #6 of 27
and 15  corporate  debt-BBB  funds,  respectively.  For the 5-year  period ended
8/31/95, U.S. Government Securities Fund was ranked #21 of 78 general U.S.
government funds.


<PAGE>



INVESCO Income Funds, Inc.
Statement of Investment Securities
August 31, 1995
<TABLE>
<CAPTION>
                                                Shares or
                                                Principal
Description                                        Amount           Cost           Value
- -----------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>      
HIGH YIELD Fund
FIXED INCOME SECURITIES   90.42%
Corporate Bonds   88.23%
ADVERTISING    1.36%
Outdoor Systems, Sr Notes, 10.750%,
     8/15/2003                                 $3,900,000     $3,759,936      $3,773,250
                                                            ------------    ------------
AUTOMOBILE RELATED   2.02%
Harvard Industries, Sr Notes^, 11.125%,
     8/1/2005                                  $3,000,000      3,000,000       3,030,000
Venture Holdings Trust, Sr Sub Notes,
   9.750%, 4/1/2004                            $2,950,000      2,554,314       2,566,500
                                                            ------------    ------------
                                                               5,554,314       5,596,500
                                                            ------------    ------------
BROADCASTING   5.72%
Allbritton Communications, Sr Sub Deb,
   11.500%, 8/15/2004                          $6,185,000      6,508,706       6,525,175
Benedek Broadcasting, Sr Notes^, 11.875%,
   3/1/2005                                    $4,000,000      4,005,000       4,180,000
Granite Broadcasting
  Sr Sub Deb, 12.750%, 9/1/2002                $1,000,000      1,093,750       1,105,000
  Sr Sub Notes, Series A^, 10.375%, 5/15/2005  $4,000,000      4,000,000       4,065,000
                                                            ------------    ------------
                                                              15,607,456      15,875,175
                                                            ------------    ------------
BUILDING & CONSTRUCTION PRODUCTS   2.20%
USG Corp, Deb, 8.750%, 3/1/2017                $6,160,000      5,805,806       6,098,400
                                                            ------------    ------------
BUSINESS SERVICES   0.87%
Employee Benefit Plans, Conv Sub Deb, 6.750%,
   7/31/2006                                   $2,495,000      2,417,702       2,423,269
                                                            ------------    ------------
CABLE TELEVISION   19.23%
Cablevision Industries, Sr Deb, Series B,
   9.250%, 4/1/2008                            $3,500,000      3,185,173       3,648,750
Century Communications, Sr Notes, 9.500%,
   3/1/2005                                    $4,975,000      4,866,048       4,975,000
Diamond Cable Communications PLC, Sr Step-Up
   Notes Zero Coupon^^, 9/30/2004             $10,960,000      6,736,973       7,028,100


<PAGE>



Falcon Holding Group Ltd**, Sr Sub Notes,
   Series B, 11.000%, 9/15/2003                $4,378,250      3,962,462       4,006,099
International CableTel, Sr Step-Up Notes,
   Series A Zero Coupon^^, 4/15/2005           $4,650,000      2,711,978       2,697,000
Jones Intercable, Sr Sub Deb, 10.500%,
   3/1/2008                                    $5,500,000      5,588,125       5,885,000
Marcus Cable LP/Marcus Cable Capital II, Sr
   Sub Gtd Discount Step-Up Notes^,
   Zero Coupon^^, 12/15/2005                   $7,000,000      3,721,366       3,902,500
Marcus Cable Operating LP/Marcus Cable Capital
   II, Sr Sub Gtd Discount Step-Up Notes, Zero
   Coupon^^, 8/1/2004                          $7,450,000      4,493,358       4,861,125
Rogers Cablesystems Ltd, Sr Secured 2nd Priority
   Notes Series B, 10.000%, 3/15/2005          $4,000,000      3,980,000       4,100,000
Summit Communications Group, Sr Sub Deb,
   10.500%, 4/15/2005                          $4,000,000      4,177,500       4,400,000
Videotron Holdings PLC, Sr Discount Step-Up
   Notes, Zero Coupon^^
   7/1/2004                                    $5,260,000      3,324,017       3,392,700
   8/15/2005                                   $8,000,000      4,707,239       4,470,000
                                                            ------------    ------------
                                                              51,454,239      53,366,274
                                                            ------------    ------------
CHEMICALS   5.78%
Borden Chemicals & Plastics Operating LP/BCP
   Finance, Notes
   9.500%, 5/1/2005                            $2,000,000      2,000,000       2,020,000
Harris Chemical North America, Gtd Sr Secured
   Step-Up Notes
   Zero Coupon^^, 7/15/2001                    $5,970,000      5,582,245       5,313,300
NL Industries, Sr Secured Step-Up Discount Notes
   Zero Coupon^^, 10/15/2005                   $6,950,000      5,204,416       5,038,750
Rexene Corp, Sr Notes, 11.750%, 12/1/2004      $3,415,000      3,583,100       3,671,125
                                                            ------------    ------------
                                                              16,369,761      16,043,175
                                                            ------------    ------------
CONTAINERS    0.30%
Anchor Glass Container, Sr Sub Deb, 9.875%,
12/15/2008                                     $1,000,000       $920,000         835,000
                                                            ------------    ------------
COSMETICS & TOILETRIES   0.72%
JB Williams Holdings, Sr Notes, 12.000%,
     3/1/2004                                  $2,000,000      1,924,453       2,000,000
                                                            ------------    ------------
ELECTRONICS    0.77%
Zenith Electric, Conv Sub Notes, 6.250%,
     4/1/2011                                  $2,930,000      2,135,187       2,138,900
                                                            ------------    ------------


<PAGE>



FINANCE RELATED   0.42%
Comdata Network, Sr Sub Deb, 13.250%,
     12/15/2002                                 $1,000,000     1,185,000       1,177,500
                                                            ------------    ------------
HEALTH CARE RELATED   2.67%
Tenet Healthcare, Sr Sub Notes, 10.125%,
     3/1/2005                                   $5,200,000     5,278,094       5,460,000
Universal Health Services, Sr Notes,
     8.750%, 8/15/2005                          $2,000,000     1,940,230       1,947,500
                                                            ------------    ------------
                                                               7,218,324       7,407,500
                                                            ------------    ------------
MANUFACTURING    5.01%
American Standard, Sr Deb, 11.375%, 5/15/2004  $2,975,000      3,153,500       3,250,187
Calmar Inc, Sr Sub Notes^, 11.500%, 8/15/2005  $2,000,000      2,000,000       2,010,000
JB Poindexter, Sr Notes, 12.500%, 5/15/2004    $4,000,000      4,005,000       3,760,000
Plastic Specialties & Technologies,
   Sr Secured Notes, 11.250%, 12/1/2003        $2,500,000      2,262,683       2,256,250
Rohr Inc, Sr Notes, 11.625%, 5/15/2003         $2,500,000      2,683,125       2,625,000
                                                            ------------    ------------
                                                              14,104,308      13,901,437
                                                            ------------    ------------
OFFICE EQUIPMENT   1.40%
Dictaphone Corp, Sr Sub Notes, 11.750%,
     8/1/2005                                  $3,900,000      3,900,000       3,900,000
                                                            ------------    ------------
OIL & GAS RELATED   3.31%
Gulf Canada Resources Ltd, Sr Sub Deb
  9.625%, 7/1/2005                             $2,300,000      2,281,968       2,337,005
  9.250%, 1/15/2004                            $4,550,000      4,552,000       4,604,186
NorAm Energy, Deb, 10.000%, 11/15/2019         $2,000,000      2,069,140       2,238,258
                                                            ------------    ------------
                                                               8,903,108       9,179,449
                                                            ------------    ------------
PAPER & PAPER PRODUCTS   8.87%
Crown Paper, Sr Sub Notes, 11.000%, 9/1/2005   $3,900,000      3,900,000       3,856,125
Fort Howard, Sr Sub Notes, 9.000%, 2/1/2006    $1,950,000      1,845,626       1,794,000
Gaylord Container, Sr Sub Discount Step-Up
  Deb Zero Coupon^^, 5/15/2005                 $5,950,000      5,752,478       5,897,937
Repap New Brunswick, 2nd Priority Sr Secured
  Notes 10.625%, 4/15/2005                     $6,450,000      6,509,250       6,514,500
Repap Wisconsin, 2nd Priority Sr Secured
  Notes, 9.875%, 5/1/2006                      $2,250,000      2,009,372       2,160,000
Riverwood International, Sr Sub Notes,
   10.375%, 6/30/2004                          $3,000,000      3,296,250       3,285,000
SD Warren, Sr Sub Notes, Series B,
   12.000%, 12/15/2004                           $980,000        980,000       1,082,900
                                                            ------------    ------------
                                                              24,292,976      24,590,462
                                                            ------------    ------------


<PAGE>



RECREATION  PRODUCTS & SERVICES 5.71%
Bally's Grand, 1st Mortgage Notes,  Series
     B, 10.375%, 12/15/2003                     $4,000,000     3,749,602       3,920,000
Bally's Park Place Funding, Gtd 1st Mortgage
     Notes 9.250%,  3/15/2004                   $2,900,000     2,651,321       2,726,000
Boomtown Inc, 1st Mortgage
     Notes,  11.500%,  11/1/2003                $1,000,000     1,010,000         920,000
Casino  America,  1st
     Mortgage  Notes,  11.500%,  11/15/2001     $1,000,000     1,050,000       1,047,500
Genmar Holdings,  Sr Sub Notes, Series A,
     13.500%, 7/15/2001                         $1,000,000     1,045,000       1,000,000
Trump Hotels & Casino Resorts Holdings
     LP/Trump Hotels & Casino Resorts Funding, 
     Sr Secured Notes, 15.500%, 6/15/2005       $4,200,000     4,245,000       4,242,000
Trump Taj Mahal Funding**, Deb, 11.350%,
     11/15/1999                                 $2,450,000     2,017,584       1,976,122
                                                            ------------    ------------
                                                              15,768,507      15,831,622
                                                            ------------    ------------
RENTAL EQUIPMENT   1.42%
Primeco Inc, Sr Sub Notes, 12.750%, 3/1/2005   $3,900,000      3,975,250       3,948,750
                                                            ------------    ------------
RETAIL    5.52%
Petro PSC Properties LP/Petro Financial,
   Sr Notes, 12.500%, 6/1/2002                 $4,000,000     $4,040,000       4,020,000
Petroleum Heat & Power, Sub Deb, 9.375%,
   2/1/2006                                    $3,400,000      3,163,899       3,162,000
Smitty's Super Valu, Sr Sub Notes, Series B,
   12.750%, 6/15/2004                          $2,500,000      2,500,000       2,450,000
Southland Corp, 2nd Priority Sr Sub Deb,
   Series A, 4.500%, 6/15/2004                 $8,245,000      5,538,695       5,689,050
                                                            ------------    ------------
                                                              15,242,594      15,321,050
                                                            ------------    ------------
STEEL   1.25%
WCI Steel, Sr Notes, Series B, 10.500%,
     3/1/2002                                  $3,500,000      3,541,250       3,465,000
                                                            ------------    ------------
TELECOMMUNICATIONS   8.57%
Allnet Communication Services, Sr Sub Notes,
     9.000%, 5/15/2003                         $3,500,000      3,756,250       3,780,000
Centennial Cellular, Sr Notes, 8.875%,
     11/1/2001                                 $5,500,000      4,997,020       5,176,875
Comcast Cellular, Sr Participating Redeemable
     Notes, Series B Zero Coupon, 3/5/2000     $5,400,000      4,021,097       3,996,000
Paging Network, Sr Sub Notes, 10.125%,
     8/1/2007                                  $5,350,000      5,350,000       5,416,875
Peoples Telephone, Sr Notes^, 12.250%,
     7/15/2002                                 $2,000,000      2,000,000       2,030,000
USA Mobile Communications, Sr Notes,
     9.500%, 2/1/2004                          $3,700,000      3,746,250       3,367,000
                                                            ------------    ------------
                                                              23,870,617      23,766,750
                                                            ------------    ------------


<PAGE>



TEXTILES & APPAREL MANUFACTURERS   2.35%
Guess Inc, Sr Sub Notes, Series B, 9.500%,
     8/15/2003                                 $4,000,000      3,826,146       3,980,000
PT Polysindo Eka Perkasa, Sr Notes, 13.000%,
     6/15/2001                                 $2,475,000      2,312,650       2,543,062
                                                            ------------    ------------
                                                               6,138,796       6,523,062
                                                            ------------    ------------
TRANSPORTATION   2.76%
Burlington Motor Holdings, Sr Sub Notes,
     11.500%, 11/1/2003                        $4,300,000       4,238,88      53,483,000
Moran Transportation, 1st Preferred
     Ship Mortgage Notes, 11.750%, 7/15/2004   $4,500,000      4,500,000       4,185,000
                                                            ------------    ------------
                                                               8,738,885       7,668,000
                                                            ------------    ------------
  TOTAL CORPORATE BONDS                                      242,828,469     244,830,525
                                                            ------------    ------------
Asset-Backed  Securities  2.19%
RECREATION  PRODUCTS & SERVICES  2.19%
Griffin Gaming & Entertainment,
   Secured Non-Recourse Pass-Through
   Notes**, Zero Coupon, 6/30/2000             $6,930,000      6,432,627       6,067,999
                                                            ------------    ------------
TOTAL FIXED INCOME SECURITIES                                249,261,096     250,898,524
                                                            ------------    ------------
COMMON STOCKS    0.00%
RETAIL    0.00%
Smitty's Super Valu Class B*@                       2,500              0               0
                                                            ------------    ------------
PREFERRED STOCKS   0.86%
COMPUTER RELATED   0.29%
Unisys Corp, $3.75, Series A, Conv Pfd             20,000        698,800         792,500
                                                            ------------    ------------
ELECTRICAL EQUIPMENT   0.57%
BCP/Essex Holdings^, 15%, Series A, Cum Redeemable
   Exchangable Pfd                                 60,175      1,524,820       1,594,638
                                                            ------------    ------------
TOTAL PREFERRED STOCKS                                         2,223,620       2,387,138
                                                            ------------    ------------
OTHER SECURITIES   4.38%
CABLE TELEVISION   1.75%
Australis  Media Ltd,  Units (Each unit
   consists of one million Sr Sub Discount
   Step-Up Notes, Zero Coupon^^, 5/15/2003
   and one wrnt to buy 57.7721
   shrs of cmn stock)                           3,900,000      2,075,518       2,242,500


<PAGE>



Peoples Choice TV, Units (Each unit consists
   of one million Sr Discount  Step-Up
   Notes, Zero Coupon^^, 6/1/2004 and one
   wrnt to buy 1.427 shrs of cmn stock)         5,450,000      2,861,375       2,616,000
                                                            ------------    ------------
                                                               4,936,893       4,858,500
                                                            ------------    ------------
OIL & GAS RELATED   0.33%
WRT Energy, Units (Each unit consists of one
  million Sr Notes 13.875%, 3/1/2002 and 8 wrnts
  to buy 8 shrs of cmn stock)                   1,000,000      1,010,671         900,000
                                                            ------------    ------------
RECREATION PRODUCTS & SERVICES   0.93%
Casino America,  Units (Each unit  consists
  of one million 1st  Mortgage  Notes,
  11.500%, 11/15/2001 and 3.263 wrnts to buy
  1.5 shrs of cmn stock)                        2,475,000     $2,444,063       2,586,375
                                                            ------------    ------------
STEEL   0.51%
Gulf States Steel  Acquisition,  Units^
   (Each unit  consists of one million 1st
   Mortgage Notes, 13.500%, 4/15/2003, and
   one wrnt to buy one   shr of cmn stock)      1,475,000      1,475,000       1,416,000
                                                            ------------    ------------
TELECOMMUNICATIONS   0.86%
IntelCom Group USA, Units^ (Each unit consists
   of 10 Sr Discount  Step-Up Notes,
   Zero Coupon^^, 9/15/2005,
   and 33 wrnts to buy   33 shrs of cmn stock)  4,400,000      2,279,026       2,398,000
                                                            ------------    ------------
TOTAL OTHER SECURITIES                                        12,145,653      12,158,875
                                                            ------------    ------------
SHORT-TERM INVESTMENTS --
   COMMERCIAL PAPER   4.34%
FINANCE RELATED   4.34%
Associates Corp of North America,
   5.840%, 9/1/1995                           $12,035,000     12,035,000      12,035,000
                                                            ------------    ------------
TOTAL INVESTMENT SECURITIES AT VALUE   100.00% @
   (Cost for Income Tax Purposes $275,716,469)              $275,665,369    $277,479,537
                                                            ============    ============

SELECT  INCOME Fund
FIXED INCOME  SECURITIES  96.71%
US  Government  Obligations 17.34%
US Treasury Bonds
  7.625%, 2/15/2025                            $5,000,000     $5,376,562      $5,576,555
US Treasury Notes
  7.750%, 1/31/2000                            $5,000,000      5,066,406       5,318,750
  6.500%, 5/15/2005                           $12,000,000     12,229,453      12,153,732
  6.500%, 8/15/2005                            $9,000,000      8,943,750       9,137,799


<PAGE>



US Treasury Security Stripped Interest Payment
  Generic Tint Payment, Zero Coupon
  5/15/2012                                    $5,000,000      1,669,522       1,604,945
  8/15/2012                                    $5,000,000      1,687,498       1,575,295
  11/15/2012                                   $5,000,000      1,582,417       1,546,095
                                                            ------------    ------------
TOTAL US GOVERNMENT OBLIGATIONS                               36,555,608      36,913,171
                                                            ------------    ------------
US Government Agency Obligations   29.81%
Federal Home Loan Mortgage, Gold,
  7.000%, 5/1/2024                             $4,496,852      4,217,204       4,427,281
Federal Home Loan Mortgage, Gold Pool
  8.000%, 12/1/2024                            $2,939,204      2,825,310       2,999,367
  7.500%, 10/1/2024                            $3,020,881      2,880,221       3,034,260
  7.000%, 4/1/2008                             $5,654,598      5,504,397       5,672,234
  7.000%, 4/1/2024                             $4,964,869      4,675,510       4,888,057
  7.000%, 5/1/2024                             $4,978,998      4,683,370       4,901,968
  7.000%, 6/1/2024                             $4,744,729      4,457,821       4,671,323
  6.500%, 6/1/2010                             $2,952,395      2,930,252       2,917,731
Federal National Mortgage Association, Pool,
   7.500%, 12/1/2024                           $3,014,638      2,824,810       3,025,398
Government National Mortgage Association I
   Modified Pass-Through Certificates
  8.000%, 7/15/2024                            $7,435,701      7,310,223       7,619,206
  7.500%, 5/15/2022                            $4,817,907      4,555,180       4,850,519
  7.500%, 10/15/2023                           $1,854,486      1,713,661       1,866,538
  7.500%, 11/15/2023                           $9,577,852     $9,063,196       9,640,098
  7.500%, 5/15/2024                            $2,902,057      2,694,832       2,918,770
                                                            ------------    ------------
  TOTAL US GOVERNMENT AGENCY OBLIGATIONS                      60,335,987      63,432,750
                                                            ------------    ------------
Foreign Government Obligations   1.65%
Newfoundland Province, Deb, 9.000%, 6/1/2019   $3,000,000      3,279,000       3,506,607
                                                            ------------    ------------
Corporate Bonds   47.91%
AUTOMOBILE RELATED   2.07%
Auburn Hills Trust, Deb, Gtd Exchangable
   Certificates 12.000%, 5/1/2020              $3,000,000      4,148,700       4,405,164
                                                            ------------    ------------
BANKING   1.88%
National City Bank, Medium-Term Sub Bank
   Notes, 7.250%, 7/15/2010                    $2,000,000      1,969,640       1,997,936
Sovereign Bancorp, Medium-Term Sub Notes,
   8.000%, 3/15/2003                           $2,000,000      1,955,138       2,014,018
                                                            ------------    ------------
                                                               3,924,778       4,011,954
                                                            ------------    ------------


<PAGE>



BROADCASTING   5.59%
Allbritton Communications, Sr Sub Deb,
    11.500%, 8/15/2004                         $3,225,000      3,348,937       3,402,375
Benedek Broadcasting, Sr Notes^, 11.875%,
   3/1/2005                                    $3,100,000      3,175,875       3,239,500
Granite Broadcasting, Sr Sub Notes, Series A^,
   10.375%, 5/15/2005                          $1,500,000      1,500,000       1,524,375
Paramount Communications, Sub Deb
  Series A, 7.000%, 7/1/2003                   $2,000,000      1,889,280       1,867,500
  Series B, 7.000%, 7/1/2003                   $2,000,000      1,876,978       1,867,484
                                                            ------------    ------------
                                                              11,791,070      11,901,234
                                                            ------------    ------------
BUILDING & CONSTRUCTION PRODUCTS   2.26%
USG Corp, Deb, 8.750%, 3/1/2017                $4,850,000      4,469,527       4,801,500
                                                            ------------    ------------
BUSINESS SERVICES   1.01%
Employee Benefit Plans, Conv Sub Deb, 6.750%,
   7/31/2006                                   $2,215,000      2,142,972       2,151,319
                                                            ------------    ------------
CABLE TELEVISION   7.14%
Cablevision Industries, Sr Deb, Series B,
   9.250%, 4/1/2008                            $1,750,000      1,668,851       1,824,375
Century Communications, Sr Notes, 9.500%,
   3/1/2005                                    $2,000,000      1,956,200       2,000,000
Diamond Cable Communications PLC, Sr
  Step-Up Notes Zero Coupon^^, 9/30/2004       $4,000,000      2,589,602       2,565,000
Marcus Cable Operating LP/Marcus Cable
   Capital II, Sr Sub Gtd Discount Step-Up
   Notes, Zero Coupon ^^, 8/1/2004             $5,000,000      3,192,999       3,262,500
Summit Communications Group, Sr Sub Deb,
   10.500%, 4/15/2005                          $3,000,000      3,195,000       3,300,000
Videotron Holdings PLC, Sr Discount Step-Up
   Notes Zero Coupon^^, 8/15/2005              $4,000,000      2,299,690       2,235,000
                                                            ------------    ------------
                                                              14,902,342      15,186,875
                                                            ------------    ------------
DIVERSIFIED COMPANIES    0.47%
Time Warner Entertainment LP, Sr Deb, 8.375%,
   3/15/2023                                   $1,000,000        993,000       1,011,358
                                                            ------------    ------------
FINANCE RELATED   1.49%
Westinghouse Credit, Notes, 8.875%, 6/14/2014  $3,000,000      3,115,910       3,161,853
                                                            ------------    ------------
FOOD PRODUCTS & BEVERAGES 1.25%
Dr Pepper/Seven-Up Cos, Sr Sub Step-Up Notes
   Zero Coupon^^, 11/1/2002                    $2,950,000      2,561,224       2,655,000
                                                            ------------    ------------


<PAGE>



HEALTH CARE RELATED   1.23%
Tenet Healthcare, Sr Notes, 9.625%, 9/1/2002   $2,500,000      2,500,000       2,625,000
                                                            ------------    ------------
OIL & GAS RELATED   1.74%
Gulf Canada Resources Ltd, Sr Sub Deb,
   9.625%, 7/1/2005                            $1,050,000      1,041,768       1,066,894
Louis Dreyfus Natural Gas, Sr Sub Notes,
   9.250%, 6/15/2004                           $1,000,000        957,364       1,026,250
Oryx Energy, Deb, 10.375%, 9/15/2018           $1,500,000      1,537,500       1,599,738
                                                            ------------    ------------
                                                               3,536,632       3,692,882
                                                            ------------    ------------
PAPER & PAPER PRODUCTS   3.44%
James River VA, Notes, 7.750%, 11/15/2023      $2,000,000      1,924,940       1,984,008
Malette Inc, Sr Secured Notes, 12.250%,
   7/15/2004                                   $1,200,000      1,341,000       1,338,000
QUNO Corp, Sr Notes, 9.125%, 5/15/2005         $2,000,000     $2,020,000       1,970,000
Repap New Brunswick, 2nd Priority Notes Sr
   Secured, 10.625%, 4/15/2005                 $2,000,000      2,000,000       2,020,000
                                                            ------------    ------------
                                                               7,285,940       7,312,008
                                                            ------------    ------------
PUBLISHING    2.92%
News America Holdings, Deb, 8.500%,
   2/23/2025                                   $2,000,000      1,998,750       2,180,274
Valassis Communications, Sr Notes,
   9.550%, 12/1/2003                           $2,790,000      2,816,796       2,998,921
Valassis Inserts, Sr Sub Notes, 9.375%,
   3/15/1999                                   $1,000,000      1,012,050       1,037,359
                                                            ------------    ------------
                                                               5,827,596       6,216,554
                                                            ------------    ------------
RECREATION PRODUCTS & SERVICES   3.05%
GNS Finance, Sr Sub Notes, Series B,
   9.250%, 3/15/2003                           $3,000,000      3,168,750       3,202,500
Outboard Marine, Deb, 9.125%, 4/15/2017        $3,500,000      3,283,606       3,290,000
                                                            ------------    ------------
                                                               6,452,356       6,492,500
                                                            ------------    ------------
RETAIL    1.37%
Kroger Co, Lease Certificates, 6.000%,
   4/1/2003                                    $3,650,000     2,865,123       2,920,000
                                                            ------------    ------------
SAVINGS & LOAN   0.94%
Western Financial Savings Bank, Sub Capital
   Deb, 8.500%, 7/1/2003                       $2,000,000      1,939,701       1,995,000
                                                            ------------    ------------
TELECOMMUNICATIONS   4.31%
Allnet Communication Services, Sr Sub Notes,
   9.000%, 5/15/2003                           $4,700,000      4,991,300       5,076,000
Centennial Cellular, Sr Notes, 8.875%,
   11/1/2001                                   $2,000,000      1,831,727       1,882,500


<PAGE>



Comcast Cellular, Sr Participating Redeemable
   Notes, Series B Zero Coupon, 3/5/2000       $3,000,000      2,211,982       2,220,000
                                                            ------------    ------------
                                                               9,035,009       9,178,500
                                                            ------------    ------------
TOBACCO   1.44%
RJR Nabisco
  Gtd Sr Notes, 8.750%, 4/15/2004              $2,000,000      2,053,140       2,044,068
  Notes, 8.750%, 8/15/2005                     $1,000,000      1,043,200       1,021,393
                                                            ------------    ------------
                                                               3,096,340       3,065,461
                                                            ------------    ------------
TRANSPORTATION   4.31%
Delta Air Lines, Equipment Trust Certificates
  Series 1992C, 9.300%, 1/2/2010               $2,800,000      2,719,752       3,056,136
  Series 1992D, 9.300%, 1/2/2010               $1,850,000      1,978,298       2,019,232
  Series 1992F, 9.300%, 1/2/2011               $1,000,000      1,003,790       1,093,275
Overseas Shipholding Group
  Deb, 8.750%, 12/1/2013                       $2,000,000      2,024,260       1,998,438
  Notes, 8.000%, 12/1/2003                     $1,000,000      1,001,590       1,001,178
                                                            ------------    ------------
                                                8,727,690      9,168,259
                                                            ------------    ------------
  TOTAL CORPORATE BONDS                                       99,315,910     101,952,421
                                                            ------------    ------------
TOTAL FIXED INCOME SECURITIES                                199,486,505     205,804,949
                                                            ------------    ------------
SHORT-TERM INVESTMENTS -- COMMERCIAL PAPER   3.29%
FINANCE RELATED   3.29%
Associates Corp of North America, 5.840%,
   9/1/1995                                    $7,000,000      7,000,000       7,000,000
                                                            ------------    ------------
TOTAL INVESTMENT SECURITIES   100.00%@                     $206,486,505#    $212,804,949
                                                            ============    ============

SHORT-TERM BOND Fund
FIXED INCOME SECURITIES    60.37%
US Government Agency Obligations   27.64%
Federal Home Loan Mortgage, Gold Pool
  7.000%, 6/1/2009                             $1,457,096     $1,445,712      $1,460,780
  7.000%, 5/1/2010                               $495,758        494,518         496,684
  6.500%, 8/1/2010                               $510,000       499,959          502,666
                                                            ------------    ------------
  TOTAL US GOVERNMENT AGENCY OBLIGATIONS                       2,440,189       2,460,130
                                                            ------------    ------------


<PAGE>



Corporate Bonds    32.73%
BUSINESS SERVICES    2.17%
Tenneco Credit, Sr Notes, 9.250%, 11/1/1996      $187,000       $206,111         192,854
                                                            ------------    ------------
FINANCE RELATED    14.39%
AVCO Financial Services, Notes, 7.500%,
   11/15/1996                                    $350,000        374,865         355,321
Chrysler Financial, Notes, 6.500%, 6/15/1998     $470,000        478,220         470,251
General Motors Acceptance, Notes, 7.750%,
   4/15/1997                                     $450,000        462,537         455,611
                                                            ------------    ------------
                                                               1,315,622       1,281,183
                                                            ------------    ------------
FOOD PRODUCTS & BEVERAGES 3.03%
Dr Pepper/Seven-Up Cos, Sr Sub Step-Up Notes
   Zero Coupon^^, 11/1/2002                      $300,000        271,654         270,000
                                                            ------------    ------------
INVESTMENT BROKERS    4.42%
Merrill Lynch & Co, Notes, 5.000%, 12/15/1996    $400,000        393,605         393,294
                                                            ------------    ------------
LEASING COMPANIES    4.45%
United States Leasing International, 
   Medium-Term Notes, 6.087%, 11/16/1998         $400,000        399,940         396,219
                                                            ------------    ------------
UTILITIES    4.27%
Detroit Edison, 1st Mortgage, 6.000%, 12/1/1996  $296,000        296,049         294,473
Public Service Electric & Gas, 1st Ref Mortgage,
   Series GG, 7.125%, 11/1/1997                   $85,000         90,877           86,062
                                                            ------------    ------------
                                                                 386,926         380,535
                                                            ------------    ------------
  TOTAL CORPORATE BONDS                                        2,973,858       2,914,085
                                                            ------------    ------------
TOTAL FIXED INCOME SECURITIES                                  5,414,047       5,374,215
                                                            ------------    ------------
SHORT-TERM INVESTMENTS    39.63%
Corporate Bonds    18.45%
BANKING    4.99%
NationsBank Corp, Sr Notes, 4.750%, 8/15/1996    $450,000        445,147         444,284
                                                            ------------    ------------
BUSINESS SERVICES    3.20%
Associates Corp of North America, Notes,
   4.750%, 8/1/1996                              $200,000        197,626         197,731
CIT Group Holdings, Notes, 8.875%, 6/15/1996      $85,000         93,592          86,790
                                                            ------------    ------------
                                                                 291,218         284,521
                                                            ------------    ------------


<PAGE>



OIL & GAS RELATED    0.80%
Tennessee Gas Pipeline, Notes, 9.250%,
   5/15/1996                                      $70,000         76,292          71,457
                                                            ------------    ------------
POLLUTION CONTROL EQUIPMENT & SERVICES  2.50%
WMX Technologies, Notes, 4.875%, 6/15/1996       $225,000        225,713         223,058
                                                            ------------    ------------
UTILITIES    6.96%
Georgia Power, 1st Mortgage, 5.125%, 9/1/1995    $220,000        222,266         220,000
Jersey Central Power & Light, 1st Mortgage,
   6.125%, 8/1/1996                              $250,000        251,913         249,556
Pacific Power & Light, 1st Mortgage,
   5.000%, 10/1/1995                             $150,000        150,375         149,931
                                                            ------------    ------------
                                                                 624,554         619,487
                                                            ------------    ------------
  TOTAL CORPORATE BONDS                                        1,662,924       1,642,807
                                                            ------------    ------------
Repurchase Agreements    21.18%
Repurchase Agreement with State Street Bank &
   Trust Co dated 8/31/1995 due 9/1/1995 at
   5.750%, repurchased at $1,885,301 
   (Collateralized by US Treasury Bonds due
   5/15/2016 at 7.250%, value $1,928,091)      $1,885,000      1,885,000       1,885,000
                                                            ------------    ------------
TOTAL SHORT-TERM INVESTMENTS                                   3,547,924       3,527,807
                                                            ------------    ------------
TOTAL INVESTMENT SECURITIES    100.00% @                     $8,961,971#      $8,902,022
                                                            ============    ============
U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES   89.41%
US Government Obligations   46.89%
US Treasury Bonds
  8.500%, 2/15/2020                            $3,000,000     $3,074,531       3,603,750
  8.125%, 8/15/2019                            $3,500,000      3,475,728       4,044,688
  8.125%, 8/15/2021                            $3,000,000      3,094,687       3,485,625
  7.625%, 2/15/2025                            $1,000,000      1,088,906       1,115,311
  7.500%, 11/15/2024                           $4,000,000      3,854,063       4,385,000
  6.875%, 8/15/2025                            $1,000,000      1,011,875       1,029,061
                                                            ------------    ------------
  TOTAL US GOVERNMENT OBLIGATIONS                             15,599,790      17,663,435
                                                            ------------    ------------


<PAGE>



US Government Agency Obligations   42.52%
Government National Mortgage Association I
  Modified Pass-Through Certificates
  7.500%, 5/15/2022                            $9,744,628      9,657,945       9,810,589
  7.500%, 7/15/2023                              $956,240        902,451         962,454
  7.500%, 11/15/2023                             $966,791        914,071         973,074
  7.000%, 5/15/2023                            $1,436,734      1,329,877       1,414,233
  7.000%, 2/15/2024                            $2,905,672      2,608,749       2,857,493
                                                            ------------    ------------
  TOTAL US GOVERNMENT AGENCY OBLIGATIONS                      15,413,093      16,017,843
                                                            ------------    ------------
TOTAL FIXED INCOME SECURITIES                                 31,012,883      33,681,278
                                                            ------------    ------------
SHORT-TERM INVESTMENTS -- 
     REPURCHASE AGREEMENTS 10.59%
Repurchase Agreement with State Street Bank &
   Trust Co dated  8/31/1995 due 9/1/1995 at
   5.750%,  repurchased  at $3,990,637
   (Collateralized by US Treasury Bonds due
   5/15/2016 at 7.250%,
   value $4,081,126)                           $3,990,000      3,990,000       3,990,000
                                                            ------------    ------------
TOTAL INVESTMENT SECURITIES   100.00%@                      $35,002,883#     $37,671,278
                                                            ============    ============
<FN>
^^ Step up bonds are obligations  which increase the interest  payment rate at a
   specific point in time. Rate shown reflects current rate which may step up at
   a future date.

** Security is a payment-in-kind (PIK) bond.  PIK bonds may make interest payments in additional securities.

*  Security is non-income producing.

@@ Security has no market value at August 31, 1995.

@  Percentages are expressed in relation to total investment value.

#  Also represents cost for income tax purposes.

^  The following are restricted securities at August 31, 1995:


<PAGE>



                                                                                Value as
                                              Acquisition    Acquisition            % of
Description                                         Dates           Cost      Net Assets
- -------------------------------------------------------------------------------------------------------------
High Yield Fund
BCP/Essex Holdings, 15%, Series A, Cum 
   Redeemable Exchangable Pfd                     5/26/95     $1,524,820           0.55%
Benedek Broadcasting, Sr Notes, 11.875%,
   3/1/2005                                      3/3/95 -
                                                  3/13/95      4,005,000            1.45
Calmar Inc, Sr Sub Notes, 11.500%, 8/15/2005     8/3/95 -
                                                  8/14/95      2,000,000            0.70
Granite Broadcasting, Sr Sub Notes, Series A    5/12/95 -
   10.375%, 5/15/2005                             7/31/95     $4,000,000            1.41
Gulf States Steel Acquisition, Units            4/12/95 -
                                                  4/13/95      1,475,000            0.49
Harvard Industries, Sr Notes, 11.125%,
   8/1/2005                                       7/25/95      3,000,000            1.05
IntelCom Group USA, Units                         5/25/95      2,279,026            0.83
Marcus Cable LP/Marcus Cable Capital II,
  Sr Sub Gtd Discount Step-Up Notes,             6/2/95 -
   Zero Coupon, 12/15/2005                        7/31/95      3,721,366            1.35
Peoples Telephone, Sr Notes, 12.250%,
   7/15/2002                                    7/12/95 -
                                                  7/14/95      2,000,000            0.70
                                                                              ----------
                                                                                   8.53%
                                                                              ==========
Select Income Fund
Benedek Broadcasting, Sr Notes, 11.875%,
   3/1/2005                                      3/6/95 -
                                                  6/29/95     $3,175,875           1.50%
Granite Broadcasting, Sr Sub Notes, Series A
   10.375%, 5/15/2005                             5/15/95      1,500,000            0.70
                                                                              ----------
                                                                                   2.20%
                                                                              ==========
</FN>
</TABLE>
See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
August 31, 1995
<TABLE>
<CAPTION>
                                                                                        U.S.
                                          High          Select     Short-Term     Government
                                         Yield          Income           Bond     Securities
                                          Fund            Fund           Fund           Fund
                                --------------  -------------- --------------  -------------
<S>                               <C>            <C>              <C>            <C>        
ASSETS
Investment Securities:
  At Cost~                        $275,665,369   $ 206,486,505    $ 8,961,971    $35,002,883
                                ==============  ============== ==============  =============
  At Value~                       $277,479,537   $ 212,804,949    $ 8,902,022    $37,671,278
Cash                                 1,981,688          22,275          4,407        114,306
Receivables:
  Investment Securities Sold         9,285,089               0              0              0
  Fund Shares Sold                     400,797         972,272          2,737         96,385
  Dividends and Interest             6,661,405       3,156,530         77,172        230,508
Prepaid Expenses and Other Assets       44,705          24,978          9,424         12,786
                                --------------  -------------- --------------  -------------
TOTAL ASSETS                       295,853,221     216,981,004     8,995,762      38,125,263
                                --------------  -------------- --------------  -------------
LIABILITIES
Payables:
  Distributions to Shareholders        311,584         117,445          1,399         10,469
  Investment Securities Purchased    5,993,899          97,687              0              0
  Fund Shares Repurchased              508,626         113,643          4,213         15,386
Accrued Distribution Expenses           64,203          44,409          1,874          7,886
Accrued Expenses and Other Payables     16,314          10,627          8,777          4,285
                                --------------  -------------- --------------  -------------
TOTAL LIABILITIES                    6,894,626         383,811         16,263         38,026
                                --------------  -------------- --------------  -------------
Net Assets at Value               $288,958,595   $ 216,597,193    $ 8,979,499    $38,087,237
                                ==============  ============== ==============  =============
NET ASSETS
Paid-in Capital*                  $299,532,777   $ 211,317,604    $9,327,275     $36,499,612
Accumulated Undistributed
   Net Realized Loss on
   Investment Securities          (12,388,350)     (1,038,855)      (287,827)    (1,080,770)
Net Appreciation (Depreciation)
   of Investment Securities          1,814,168       6,318,444       (59,949)      2,668,395
                                --------------  -------------- --------------  -------------
Net Assets at Value               $288,958,595   $ 216,597,193    $ 8,979,499    $38,087,237
                                ==============  ============== ==============  =============
Shares Outstanding                  42,906,084      33,114,062        940,823      5,087,622
Net Asset Value, Offering and
   Redemption Price per Share            $6.73           $6.54          $9.54         $ 7.49
                                --------------  -------------- --------------  -------------
<FN>
~  Investment securities  at cost and value at August 31, 1995 include repurchase agreements
   of $1,885,000 and $3,990,000 for the Short-Term Bond and U.S. Government Securities Funds,
   respectively.

*  The Fund has 600  million authorized shares of common stock, par value of $0.01 per share.
   Of such  shares,  100 million  have been  allocated to each individual Fund.
</FN>
</TABLE>

See Notes to Financial Statements


<PAGE>



INVESCO Income Funds, Inc.
Statement of Operations
Year Ended August 31, 1995
<TABLE>
<CAPTION>
                                                                                        U.S.
                                          High          Select     Short-Term     Government
                                         Yield          Income           Bond     Securities
                                          Fund            Fund           Fund           Fund
                                --------------  -------------- --------------  -------------
<S>                                <C>            <C>                <C>         <C>        
INVESTMENT INCOME
INCOME
Dividends                              $67,813              $0             $0             $0
Interest                            28,370,823      14,412,190       563,400       2,893,185
                                --------------  -------------- --------------  -------------
  TOTAL INCOME                      28,438,636      14,412,190        563,400      2,893,185
                                --------------  -------------- --------------  -------------
EXPENSES
Investment Advisory Fees             1,290,879         946,146         43,277        219,925
Distribution Expenses                  645,827         430,066         21,638         99,966
Transfer Agent Fees                    555,664         518,379         47,595        177,310
Administrative Fees                     48,750          35,804         11,298         15,998
Custodian Fees and Expenses             18,163          13,776          2,731          5,659
Directors' Fees and Expenses            23,505          17,051          6,870          9,343
Professional Fees and Expenses          28,948          24,519         12,417         17,588
Registration Fees and Expenses          69,364          40,414         23,081         30,375
Reports to Shareholders                 74,154          57,394          7,517         21,624
Other Expenses                          18,007          13,444          4,194          4,484
                                --------------  -------------- --------------  -------------
  TOTAL EXPENSES                     2,773,261       2,096,993        180,618        602,272
Fees and Expenses Absorbed by
   Investment Adviser                (190,198)       (376,933)      (140,964)      (202,319)
                                --------------  -------------- --------------  -------------
   NET EXPENSES                      2,583,063       1,720,060         39,654        399,953
                                --------------  -------------- --------------  -------------
NET INVESTMENT INCOME               25,855,573      12,692,130        523,746      2,493,232
                                --------------  -------------- --------------  -------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on
   Investment Securities           (9,175,919)       1,099,163        (7,117)      (408,402)
Change in Net Appreciation of
   Investment Securities            13,064,414      10,684,511         89,746      3,021,667
                                --------------  -------------- --------------  -------------
NET GAIN ON INVESTMENT SECURITIES    3,888,495      11,783,674         82,629      2,613,265
                                --------------  -------------- --------------  -------------
Net Increase in Net Assets
   from Operations                 $29,744,068    $ 24,475,804       $606,375    $ 5,106,497
                                ==============  ============== ==============  =============
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Statement of Changes in Net Assets
Year Ended August 31
<TABLE>
<CAPTION>
                                               High Yield Fund            Select Income Fund
                                          1995            1994           1995           1994
                                --------------  -------------- --------------  -------------
<S>                              <C>             <C>            <C>            <C>          
OPERATIONS
Net Investment Income              $25,855,573     $23,854,164   $ 12,692,130    $10,499,197
Net Realized Gain (Loss) on
   Investment Securities           (9,175,919)     (2,011,785)      1,099,163    (1,608,909)
Change in Net Appreciation
   (Depreciation) of
   Investment Securities            13,064,414    (20,602,555)     10,684,511    (7,715,299)
                                --------------  -------------- --------------  -------------
NET INCREASE IN NET ASSETS FROM
   OPERATIONS                       29,744,068       1,239,824     24,475,804      1,174,989
                                --------------  -------------- --------------  -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income             (25,855,573)    (23,854,164)   (12,692,130)   (10,499,313)
In Excess of Net Investment Income           0               0      (120,083)              0
Net Realized Gain on Investment
   Securities                                0               0              0    (2,086,344)
In Excess of Net Realized Gain on
   Investment Securities           (1,057,760)               0              0    (2,283,516)
                                --------------  -------------- --------------  -------------
TOTAL DISTRIBUTIONS               (26,913,333)    (23,854,164)   (12,812,213)   (14,869,173)
                                --------------  -------------- --------------  -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares      369,650,883     393,566,409    168,255,492     89,568,106
Reinvestment of Distributions       22,047,381      17,297,182     11,346,504     12,731,158
                                --------------  -------------- --------------  -------------
                                   391,698,264     410,863,591    179,601,996    102,299,264
Amounts Paid for Repurchases
   of Shares                     (349,343,198)   (453,421,671)  (113,005,592)  (109,048,165)
                                --------------  -------------- --------------  -------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM FUND SHARE
   TRANSACTIONS                     42,355,066    (42,558,080)     66,596,404    (6,748,901)
                                --------------  -------------- --------------  -------------
Total Increase (Decrease)
   in Net Assets                    45,185,801    (65,172,420)     78,259,995   (20,443,085)
NET ASSETS
Beginning of Period                243,772,794     308,945,214    138,337,198    158,780,283
                                --------------  -------------- --------------  -------------
End of Period                     $288,958,595   $ 243,772,794  $ 216,597,193   $138,337,198
                                ==============  ============== ==============  =============
Accumulated Undistributed Net
   Investment Income Included in
   Net Assets at End of Period             $ 0              $0             $0             $0

                   -------------------------------------------------------------

<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                         56,172,989      55,009,097     26,867,635     13,786,356
Shares Issued from Reinvestment
   of Distributions                  3,348,656       2,432,595      1,806,508      1,961,637
                                --------------  -------------- --------------  -------------
                                    59,521,645      57,441,692     28,674,143     15,747,993
Shares Repurchased                (52,832,960)    (63,431,573)   (17,930,852)   (16,727,058)
                                --------------  -------------- --------------  -------------
Net Increase (Decrease)
   in Fund Shares                    6,688,685     (5,989,881)     10,743,291      (979,065)
                                ==============  ============== ==============  =============
</TABLE>
See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Statement of Changes in Net Assets (Continued)
<TABLE>
<CAPTION>
                                                    Short-Term               U.S. Government
                                                     Bond Fund               Securities Fund
                                          Year          Period
                                         Ended           Ended
                                     August 31       August 31        Year Ended August 31
                                --------------  -------------- --------------  -------------
                                          1995            1994           1995           1994
                                                      (Note 1)
<S>                               <C>             <C>            <C>            <C>     
OPERATIONS
Net Investment Income                 $523,746       $ 351,973     $2,493,232     $1,803,728
Net Realized Loss on Investment
   Securities                          (7,117)       (287,314)      (408,402)      (655,475)
Change in Net Appreciation
  (Depreciation)
  of Investment Securities              89,746       (149,695)     3,021,667     (3,406,957)
                                --------------  -------------- --------------  -------------
NET INCREASE (DECREASE) IN NET
  ASSETS FROM OPERATIONS               606,375        (85,036)      5,106,497    (2,258,704)
                                --------------  -------------- --------------  -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                (523,746)       (343,093)    (2,493,232)    (1,803,728)
In Excess of Net Investment Income     (2,276)               0       (19,177)              0
Net Realized Gain on Investment
   Securities                                0               0              0      (689,815)
                                --------------  -------------- --------------  -------------
TOTAL DISTRIBUTIONS                  (526,022)       (343,093)    (2,512,409)    (2,493,543)
                                --------------  -------------- --------------  -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares       14,790,698      23,726,787     75,656,494     58,224,960
Reinvestment of Distributions          487,634        309,681       2,314,765      2,221,390
                                --------------  -------------- --------------  -------------
                                    15,278,332      24,036,468     77,971,259     60,446,350
Amounts Paid for Repurchases    
  of Shares                       (14,257,062)    (15,730,463)   (79,217,928)   (55,344,956)
                                --------------  -------------- --------------  -------------
NET INCREASE (DECREASE) IN NET
  ASSETS FROM FUND SHARE
  TRANSACTIONS                       1,021,270      8,306,005     (1,246,669)      5,101,394
                                --------------  -------------- --------------  -------------
Total Increase  in Net Assets        1,101,623      7,877,876       1,347,419        349,147
NET ASSETS
Beginning of Period                  7,877,876               0     36,739,818     36,390,671
                                --------------  -------------- --------------  -------------
End of Period                       $8,979,499      $7,877,876   $ 38,087,237    $36,739,818
                                ==============  ============== ==============  =============
Accumulated Undistributed Net
   Investment Income Included in
   Net Assets at End of Period             $ 0            $169             $0             $0

                  --------------------------------------------------------------

<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                          1,565,933       2,419,269     10,741,553      7,747,289
Shares Issued from Reinvestment
   of Distributions                     51,720          32,201        323,737        291,897
                                --------------  -------------- --------------  -------------
                                     1,617,653       2,451,470     11,065,290      8,039,186
Shares Repurchased                 (1,509,685)     (1,618,615)   (11,155,172)    (7,306,328)
                                --------------  -------------- --------------  -------------
Net Increase (Decrease) in
   Fund Shares                         107,968         832,855       (89,882)        732,858
                                ==============  ============== ==============  =============
</TABLE>
See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Notes to Financial Statements
     NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Income
Funds,  Inc. (the  "Fund"),  a Maryland  Corporation,  consists of four separate
funds:  High Yield  Fund,  Select  Income  Fund,  Short-Term  Bond Fund and U.S.
Government  Securities Fund. The Fund is registered under the Investment Company
Act of  1940  (the  "Act")  as a  diversified,  open-end  management  investment
company.  Investment  operations of Short-Term  Bond Fund commenced on September
30, 1993. The High Yield,  Select Income and U.S.  Government  Securities Funds'
fiscal year-ends were changed from December 31 to August 31 in 1993.
   The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.
A. SECURITY VALUATION -Debt securities are valued at evaluated bid prices as
   determined by a pricing service approved by the Fund's board of directors. If
   evaluated  bid  prices  are not  available,  debt  securities  are  valued by
   averaging  the bid  prices  obtained  from  dealers  making a market for such
   securities.
      Equity  securities  traded  on  national  securities  exchanges  or in the
   over-the-counter market are valued at the last sale price in the market where
   such securities are primarily  traded. If last sale prices are not available,
   securities  are valued at the highest  closing bid price obtained from one or
   more  dealers  making a market for such  securities  or by a pricing  service
   approved by the Fund's board of directors.
      If  market  quotations  or  pricing  service  valuations  are not  readily
   available, securities are valued at fair value as determined in good faith by
   the Fund's board of directors. Restricted securities are valued in accordance
   with procedures established by the Fund's board of directors.
      Short-term  securities  are stated at amortized  cost (which  approximates
   market  value) if  maturity  is 60 days or less at the time of  purchase,  or
   market value if maturity is greater than 60 days.
B. REPURCHASE  AGREEMENTS  -- Repurchase  agreements  held by the Fund are fully
   collateralized  by U.S.  Government  securities and such collateral is in the
   possession of the Fund's  custodian.  The  collateral  is evaluated  daily to
   ensure its market value  exceeds the current  market value of the  repurchase
   agreements including accrued interest.
C. SECURITY  TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
   are accounted for on the trade date and dividend income is recorded on the ex
   dividend date. Interest income, which may be comprised of stated coupon rate,
   market  discount  and  original  issue  discount,  is recorded on the accrual
   basis.  Discounts on debt securities purchased are amortized over the life of
   the respective security as adjustments to interest income. Cost is determined
   on the specific identification basis.
      Investments in securities of governmental  agencies may only be guaranteed
   by the  respective  agency's  limited  authority  to  borrow  from  the  U.S.
   Government  and may not be  guaranteed  by the full  faith and  credit of the
   United States.
      The High Yield Fund invests  primarily in high yield bonds,  some of which
   may be rated  below  investment  grade.  These high  yield  bonds may be more
   susceptible than higher grade bonds to real or perceived  adverse economic or
   industry  conditions.  The  secondary  market,  on which high yield bonds are
   traded, may also be less liquid than the market for higher grade bonds.
      Restricted  securities  held by the High Yield and Select Income Funds may
   not be sold except in exempt  transactions or in a public offering registered
   under the Securities Act of 1933. The risk of investing in such securities is
   generally  greater  than the risk of investing  in the  securities  of widely
   held,  publicly  traded  companies.  Lack of a  secondary  market  and resale
   restrictions may result in the inability of the Funds to sell a security at a
   fair price and may substantially delay the sale of a security which the Funds
   seek to sell.  In  addition,  these  securities  may  exhibit  greater  price
   volatility than securities for which secondary markets exist.
D. FEDERAL AND STATE TAXES -- The Fund has complied and continues to comply with
   the  provisions  of  the  Internal   Revenue  Code  applicable  to  regulated
   investment companies and, accordingly, has made or intends to make sufficient
   distributions  of net investment  income and net realized  capital gains,  if
   any, to relieve it from all federal and state income taxes and federal excise
   taxes.  At August 31, 1995,  Short-Term Bond and U.S.  Government  Securities
   Funds had $64 and $72,920, respectively, in net capital loss carryovers which
   expire in the year 2002. At August 31, 1995, High Yield,  Short-Term Bond and
   U.S.  Government  Securities  Funds had $6,030,690,  $285,487 and $1,007,850,
   respectively, in net capital loss carryovers which expire in the year 2003.
      High Yield,  Select Income and Short-Term  Bond Funds incurred and elected
   to defer  post-October  31 net capital losses of  $6,306,551,  $2,019,088 and
   $2,340, respectively, to the year ended August 31, 1996. To the extent future
   capital gains are offset by capital loss carryovers and deferred post-October
   31 losses, such gains will not be distributed to shareholders.


<PAGE>

      Dividends paid by the Fund from net investment income and distributions of
   net realized  short-term  capital gains are, for federal income tax purposes,
   taxable as ordinary income to shareholders.
E. DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS -- All the Fund's net investment
   income is distributed to  shareholders  by dividends  declared daily and paid
   monthly.  Reinvestment  of dividends is effected at the  month-end  net asset
   value.  The Fund  distributes  net  realized  capital  gains,  if any, to its
   shareholders at least annually, if not offset by capital loss carryovers.
    Income  distributions  and capital  gain  distributions  are  determined  in
   accordance  with  income  tax  regulations  which may differ  from  generally
   accepted  accounting  principles.  These  differences  are  primarily  due to
   differing  treatments  for  mortgage-backed  securities,   market  discounts,
   foreign currency transactions, nontaxable dividends, net operating losses and
   expiring capital loss carryforwards.
      During the year ended August 31, 1995,  the effect of such  differences on
   accumulated  undistributed net investment income,  accumulated  undistributed
   net  realized  gain on  investment  securities  and  paid-in-capital  were as
   follows:

                                               Accumulated
                               Accumulated   Undistributed
                             Undistributed    Net Realized
                                       Net         Gain on
                                Investment      Investment        Paid-in
Fund                                Income      Securities        Capital
- -------------------------------------------------------------------------------
Select Income Fund                $120,083      $(120,083)             $0
Short-Term Bond Fund                 2,107         (2,107)              0
U.S. Government Securities Fund     19,177         (9,072)       (10,105)

Net investment income and net assets were not affected.

F. EXPENSES -- Each of the Funds bears  expenses  incurred  specifically  on its
   behalf and, in addition, each Fund bears a portion of general expenses, based
   on the relative net assets of each Fund.
NOTE 2 -- INVESTMENT  ADVISORY AND OTHER  AGREEMENTS.  INVESCO Funds Group, Inc.
("IFG")  serves  as the  Fund's  investment  adviser.  As  compensation  for its
services to the Fund,  IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid monthly.  The fee is based on the annual
rate of each Fund's average net assets as follows:

                                           AVERAGE NET ASSETS
                   ------------------------------------------------------
                                   $0 to    $300 Million           Over
                                    $300         to $500           $500
Fund                             Million         Million        Million
- -------------------------------------------------------------------------
High Yield Fund                    0.50%          0.40%          0.30%
Select Income Fund                 0.55%          0.45%          0.35%
Short-Term Bond Fund               0.50%          0.40%          0.30%
U.S. Government Securities Fund    0.55%          0.45%          0.35%

   In accordance  with a  Sub-Advisory  Agreement  between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG, investment  decisions of each
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG.
   In accordance with an Administrative  Agreement, each Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of  average  net  assets to  provide  administrative,  accounting  and  clerical
services. The fee is accrued daily and paid monthly.
   IFG receives a transfer agent fee at an annual rate of $20.00 per shareholder
account,  or per  participant  in an omnibus  account.  IFG may pay such fee for
participants in omnibus accounts to affiliates or third parties. The fee is paid
monthly at  one-twelfth of the annual fee and is based upon the actual number of
accounts in existence during each month.


<PAGE>



   A plan of  distribution  pursuant  to Rule  12b-1  of the  Act  provides  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of  average  annual  net  assets.  Amounts
accrued by High Yield,  Select Income and U.S.  Government  Securities Funds are
available to reimburse the Distributor for actual expenditures incurred within a
rolling  twelve-month  period.  Amounts  accrued by the Short-Term Bond Fund are
available to reimburse the Distributor for actual expenditures incurred within a
rolling  twenty-four-month  period ending  September 30, 1995, and for a rolling
twelve-month period thereafter.  For the year ended August 31, 1995, High Yield,
Select Income,  Short-Term Bond and U.S.  Government  Securities  Funds paid the
Distributor  $632,966,  $414,844,  $21,481,  and  $100,084,   respectively,  for
reimbursement of expenses incurred.
   IFG has voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses  incurred by each Fund.  NOTE 3 --  PURCHASES  AND SALES OF  INVESTMENT
SECURITIES.  For the year ended August 31, 1995, the aggregate cost of purchases
and proceeds from sales of investment  securities (excluding all U.S. Government
securities and short-term securities) were as follows:

Fund                          Purchases         Sales
- ---------------------------------------------------------------
High Yield Fund            $515,240,541  $483,536,430
Select Income Fund          279,945,151   264,923,865
Short-Term Bond Fund            269,250     1,547,775

   For the year ended  August 31, 1995,  the  aggregate  cost of  purchases  and
proceeds from sales of U.S. Government securities were as follows:

Fund                                Purchases         Sales
- ---------------------------------------------------------------
High Yield Fund                    $3,039,844    $3,059,063
Select Income Fund                 80,956,786    29,715,160
Short-Term Bond Fund                4,483,474     3,022,620
U.S. Government Securities Fund    34,593,811    38,496,908

NOTE  4 --  APPRECIATION  AND  DEPRECIATION.  At  August  31,  1995,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting  net  appreciation  (depreciation)  by Fund were as
follows:

                                                                    Net
                                     Gross         Gross   Appreciation
Fund                          Appreciation  Depreciation  (Depreciation)
- ------------------------------------------------------------------------
High Yield Fund                 $5,570,222    $3,807,154     $1,763,668
Select Income Fund               6,850,467       532,023      6,318,444
Short-Term Bond Fund                20,046        79,995       (59,949)
U.S. Government Securities Fund  2,668,395             0      2,668,395




<PAGE>



NOTE 5 --  TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund's  officers  and
directors are also officers and directors of IFG or ITC.
   The Fund has adopted an unfunded noncontributory defined benefit pension plan
covering  all  independent  directors  of the Fund who will  have  served  as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of retirement.
   Pension  expenses for the year ended August 31, 1995,  included in Directors'
Fees and Expenses in the Statement of Operations,  and unfunded  accrued pension
costs and pension  liability  included in prepaid expenses and accrued expenses,
respectively, in the Statement of Assets and Liabilities were as follows:

                                             Unfunded
                                Pension       Accrued      Pension
Fund                           Expenses Pension Costs    Liability
- -------------------------------------------------------------------------------
High Yield Fund                  $5,438        $8,725      $14,163
Select Income Fund                3,056         4,903        7,959
Short-Term Bond Fund                182           293          475
U.S. Government Securities Fund     785         1,260        2,045



<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>
                                                        Period
                                                         Ended
                                Year Ended August 31   August 31       Year Ended December 31
                              -----------------------  ---------  -----------------------------
                                      1995      1994      1993        1992       1991      1990
                                                        (Note 1)
                           High Yield Fund
<S>                               <C>       <C>       <C>       <C>         <C>       <C>    

PER SHARE DATA
Net Asset Value --
   Beginning of Period              $ 6.73     $7.32     $6.97     $6.66      $6.00     $7.16
                              -----------------------  ---------  ---------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                 0.66      0.62      0.39      0.64       0.70      0.83
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)     0.03    (0.59)      0.36      0.30       0.64    (1.14)
                              -----------------------  ---------  ---------------------------------
Total from Investment Operations      0.69      0.03      0.75      0.94       1.34    (0.31)
                              -----------------------  ---------  ---------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income  0.66      0.62     0.40       0.63       0.68      0.85
Distributions from Capital Gains      0.00      0.00      0.00      0.00       0.00      0.00
In Excess of Capital Gains            0.03      0.00      0.00      0.00       0.00      0.00
                              -----------------------  ---------  ---------------------------------
Total Distributions                   0.69      0.62      0.40      0.63       0.68      0.85
                              -----------------------  ---------  ---------------------------------
Net Asset Value -- End of Period     $6.73     $6.73    $ 7.32     $6.97      $6.66     $6.00
                              =======================  =========  =================================

TOTAL RETURN                        11.12%     0.37%   11.01%*    14.53%     23.51%   (4.57%)

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                 $288,959  $243,773  $308,945  $212,172    $99,103   $40,380
Ratio of Expenses to Average
   Net Assets#                       1.00%     0.97%    0.97%~     1.00%      1.05%     0.94%
Ratio of Net Investment Income
   to Average Net Assets#           10.01%     8.70%    8.28%~     9.29%     10.57%    12.57%
Portfolio Turnover Rate               201%      195%      45%*      120%        64%       28%
<FN>
*  These amounts are based on operations for the period shown and,  accordingly,
   are not representative of a full year.

#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended August 31, 1995 and 1994.  If such  expenses  had not been  voluntarily
   absorbed,  ratio of expenses to average net assets  would have been 1.07% and
   0.98%, respectively, and ratio of net investment income to average net assets
   would have been 9.94% and 8.69%, respectively.

~  Annualized
</FN>
</TABLE>


<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>
                                                        Period
                                                         Ended
                                Year Ended August 31   August 31    Year Ended December 31
                              -----------------------  ---------  -----------------------------
                                      1995      1994      1993      1992       1991      1990
                                    (Note 1)
                        Select Income Fund
<S>                               <C>      <C>        <C>       <C>         <C>       <C>    
PER SHARE DATA
Net Asset Value -- 
  Beginning of Period                $6.18     $6.80     $6.53     $6.50      $5.96     $6.26
                              -----------------------  ---------  -----------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                 0.47      0.47      0.33      0.52       0.53      0.59
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)     0.36    (0.43)      0.27      0.13       0.53    (0.30)
                              -----------------------  ---------  -----------------------------
Total from Investment Operations      0.83      0.04      0.60      0.65       1.06      0.29
                              -----------------------  ---------  -----------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+ 0.47      0.47      0.33      0.52       0.52      0.59
Distributions from Capital Gains      0.00      0.09      0.00      0.10       0.00      0.00
In Excess of Capital Gains            0.00      0.10      0.00      0.00       0.00      0.00
                              -----------------------  ---------  -----------------------------
Total Distributions                   0.47      0.66      0.33      0.62       0.52      0.59
                              -----------------------  ---------  -----------------------------
Net Asset Value -- End of Period     $6.54     $6.18    $ 6.80     $6.53      $6.50     $5.96
                              =======================  =========  =============================
TOTAL RETURN                        14.01%     0.47%    9.42%*    10.38%     18.57%     4.86%

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                 $216,597 $138,337   $158,780  $123,036    $93,827   $46,423
Ratio of Expenses to
   Average Net Assets#               1.00%     1.11%    1.15%~     1.14%      1.15%     1.01%
Ratio of Net Investment Income to
   Average Net Assets#               7.38%     7.22%    7.40%~     7.97%      8.57%     9.67%
Portfolio Turnover Rate               181%      135%     105%*      178%       117%       38%

<FN>
+  Distributions  in excess of net  investment  income for the year ended August
   31, 1995, aggregated less than $0.01 on a per share basis.

*  These amounts are based on operations for the period shown and,  accordingly,
   are not representative of a full year.

#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended August 31, 1995 and 1994.  If such  expenses  had not been  voluntarily
   absorbed,  ratio of expenses to average net assets  would have been 1.22% and
   1.15%, respectively, and ratio of net investment income to average net assets
   would have been 7.16% and 7.18%, respectively.

~  Annualized
</FN>
</TABLE>

<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>
                                                Year              Period
                                               Ended               Ended
                                           August 31           August 31
                                          ------------        ------------
                                                1995                1994
                                                                  (Note 1)

                                                    Short-Term Bond Fund
<S>                         <C>               <C>                 <C>   
PER SHARE DATA
Net Asset Value -- Beginning of Period        $ 9.46              $10.00
                                          ------------        ------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                           0.57                0.47
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)               0.08              (0.54)
                                          ------------        ------------
Total from Investment Operations                0.65              (0.07)
                                          ------------        ------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+           0.57                0.47
                                          ------------        ------------
Net Asset Value -- End of Period               $9.54               $9.46
                                          ============        ============

TOTAL RETURN                                   7.16%            (0.72%)*

RATIOS
Net Assets -- End of Period ($000 Omitted)    $8,979              $7,878
Ratio of Expenses to Average Net Assets#       0.46%              0.46%~
Ratio of Net Investment Income to
   Average Net Assets#                         6.05%              5.50%~
Portfolio Turnover Rate                          68%               169%*

<FN>
+  Distributions  in excess of net  investment  income for the year ended August
   31, 1995, aggregated less than $0.01 on a per share basis.

*  These amounts are based on operations for the period shown and,  accordingly,
   are not representative of a full year.

#  Various  expenses of the Fund were  voluntarily  absorbed by IFG for the year
   ended  August 31,  1995 and for the period  ended  August 31,  1994.  If such
   expenses had not been voluntarily absorbed,  ratio of expenses to average net
   assets would have been 2.09% and 2.04% (annualized),  respectively, and ratio
   of net  investment  income to average  net  assets  would have been 4.42% and
   3.92% (annualized), respectively.

~  Annualized
</FN>
</TABLE>

<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>
                                                        Period
                                                         Ended
                                Year Ended August 31   August 31     Year Ended December 31
                              -----------------------  ---------  -----------------------------
                                      1995      1994      1993      1992       1991      1990
                                                        (Note 1)

                   U.S. Government Securities Portfolio
<S>                                <C>       <C>       <C>       <C>        <C>       <C>    

PER SHARE DATA
Net Asset Value --
   Beginning of Period               $7.10     $8.19     $7.61      $7.65      $7.09     $7.14
                              -----------------------  ---------  -----------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                 0.45      0.41      0.28      0.46       0.48      0.53
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)     0.39    (0.93)      0.58    (0.04)       0.57    (0.05)
                              -----------------------  ---------  -----------------------------
Total from Investment Operations      0.84    (0.52)     0.86       0.42       1.05      0.48
                              -----------------------  ---------  -----------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+ 0.45      0.41     0.28       0.46       0.49      0.53
Distributions from Capital Gains      0.00      0.16      0.00      0.00       0.00      0.00
                              -----------------------  ---------  -----------------------------
Total Distributions                   0.45      0.57      0.28      0.46       0.49      0.53
                              -----------------------  ---------  -----------------------------
Net Asset Value -- End of Period     $7.49     $7.10   $ 8.19      $7.61      $7.65     $7.09
                              =======================  =========  =============================

TOTAL RETURN                        12.37%   (6.53%)   11.61%*     5.68%     15.56%     7.23%

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                  $38,087   $36,740   $36,391   $35,799    $29,229   $21,247
Ratio of Expenses to Average
   Net Assets#                       1.00%     1.32%    1.40%~     1.27%      1.27%     1.07%
Ratio of Net Investment Income to
   Average Net Assets#               6.24%     5.46%    5.36%~     6.08%      6.78%     7.58%
Portfolio Turnover Rate                99%       95%     100%*      115%        67%       38%

<FN>
+  Distributions  in excess of net  investment  income for the year ended August
   31, 1995, aggregated less than $0.01 on a per share basis.

*  These amounts are based on operations for the period shown and,  accordingly,
   are not representative of a full year.

#   Various expenses of the Fund were voluntarily  absorbed by IFG for the years
    ended August 31, 1995 and 1994.  If such  expenses had not been  voluntarily
    absorbed, ratio of expenses to average net assets would have been
   1.51% and 1.42%, respectively,  and ratio of net investment income to average
   net assets would have been 5.73% and 5.36%, respectively.

~  Annualized
</FN>
</TABLE>

<PAGE>



Report of Independent Accountants


To the Board of Directors and Shareholders of
INVESCO Income Funds, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the  financial  position of High Yield Fund,  Select Income
Fund,  Short-Term Bond Fund and U.S.  Government  Securities Fund  (constituting
INVESCO Income Funds,  Inc.,  hereafter referred to as the "Fund") at August 31,
1995,  the  results of each of their  operations  for the year then  ended,  the
changes in each of their net assets for each of the two years in the period then
ended and the financial highlights for the periods indicated, in conformity with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  August  31,  1995 by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.

PRICE WATERHOUSE LLP

Denver, Colorado
October 2, 1995



<PAGE>


INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,

Call toll-free:  1-800-525-8085

To reach PAL(r):, your 24-hour Personal Account
Line, call:  1-800-424-8085

Or write to:
INVESCO Funds Group, Inc., Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

This information must be preceded or accompanied by a current prospectus.



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