INVESCO INCOME FUNDS INC
N-30D, 1995-04-19
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SEMIANNUAL REPORT

February 28, 1995

INVESCO INCOME FUNDS, INC.

Smart Choices For Seeking Current Income

INVESCO FUNDS




<PAGE>


Market Overview                                             March 1995
   Perversely, to the securities markets, strong economic growth can be
viewed as a negative, a harbinger of inflation.  Some analysts are worried about
the figures for late 1994: Gross domestic product (GDP) rose 4.6% for the fourth
quarter.  That was the sixth  straight  quarter in which the GDP growth rate was
2.7% or better, and current indications are that growth will be as much as 3% in
the current quarter.  Corporate  earnings growth continued strong throughout the
fourth  quarter  for  industries  as diverse  as  airlines,  entertainment,  and
packaging.  And 1994 showed the biggest leap in  corporate  profits for at least
two decades.
   Recently  we have seen signs that  economic  growth is slowing,  though.  For
instance,  hourly  wages and  hours  worked  remained  flat or  dropped  through
February.  These  factors work  together in relieving  pressure for increases in
wages  and  benefits  --  key  contributors  to  rising   inflation.   In  fact,
employer-paid health care costs actually decreased about 1% last year.
   Another  encouraging sign, relative to inflation,  is industrial  production.
The output at U.S.  factories  and mines grew at just 0.4% in January,  half the
rate of each of the two preceding  months.  New factory orders slowed even more.
Finally, consumer confidence -- and spending plans -- are also softening.
   There are still legitimate concerns regarding inflation. The most widely used
index,  the CPI,  rose  0.3% in  January.  Moreover,  unemployment  surprisingly
dropped to 5.4% in February. As a consequence of these and other signs, the next
few months may bring additional modest increases in the Fed Funds rate.
   By increasing  short-term  rates,  the Federal  Reserve is attempting a "soft
landing" -- that is, to moderate the current economic expansion before inflation
heats up. Over the past twelve months, the Fed has doubled short-term rates.
   Particularly  during the first half of 1994,  the markets  reacted  poorly to
these increases -- the Lehman Government/Corporate Bond Index had a total return
of negative 4.36% over the six months ended 6/30/94. Bond prices made up some of
the lost ground  during the latter  half of 1994;  still,  for all of 1994,  the
Lehman Index dropped 3.53%. Last year was the worst performance ever by bonds, a
strong contrast to normal fixed-income returns over the past 50 years.
   Stocks took the initial  increases to interest rates poorly,  and the S&P 500
lost 3.35% over the first six months of 1994. But they rebounded,  gaining 4.87%
over the following six months.
   While inflation is not likely to approach the eight percent-plus  levels seen
in the early  1980s,  it will  probably be higher than the 2.5% to 3% range seen
during recent years. The INVESCO economic forecast calls for steadily increasing
inflation.  We anticipate that consumer prices will rise as much as 3.5% to 4.0%
year-over-year  by the fourth  quarter of 1995;  that compares to an increase of
just 2.7% in 1993 and 2.8% in 1994.
   In 1994,  the  markets'  performance  reflected  concern  that the Fed  would
overshoot  its goal,  bringing  growth  lower than the 2.5%  target -- or worse,
induce a recession. Now, however, investors appear to be gaining confidence that
interest rates are 
<PAGE>
stabilizing. Investors should keep in mind that any inflation
surprises, or a spate of disappointing corporate earnings reports, could trigger
corrections.
     One final factor to bear in mind is the decline of the U.S.  dollar against
major world currencies.  It works in favor of U.S. companies exporting goods and
services,   but  it  simultaneously   discourages  foreign  investment  in  U.S.
fixed-income  securities  -- and may  encourage  the  Federal  Reserve  Board to
increase short-term interest rates.

Investment Expertise From The Top Down
     INVESCO's  Income  Funds are managed by two industry  veterans.  Richard R.
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 was
previously  associated with Bank Western.  Mr.  Hinderlie joined INVESCO in 1993
and manages Short-Term Bond Fund and U.S. Government Securities Fund.
   INVESCO Senior Vice President Donovan "Jerry" Paul joined the firm in 1994 as
head of the  fixed-income  department.  He also serves as portfolio  manager for
INVESCO's Select Income and High Yield Funds. Beginning his investment career in
1976, Mr. Paul was previously  director of fixed-income  research at Stein Roe &
Farnham Inc. He holds an MBA from the University of Northern Iowa and a BBA from
the  University of Iowa. In addition,  he is a Chartered  Financial  Analyst and
Certified Public Accountant.

Short-Term Bond Fund
Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO  Short-Term  Bond Fund to the value of a $10,000
      investment  in  the  Lehman  Government/   Corporate-Intermediate   Index,
      assuming in each case  reinvestment  of all  dividends  and  capital  gain
      distributions, for the period from inception (10/93) through
      2/28/95.

   The line graph above  illustrates  the value of a $10,000  investment  in the
fund, plus reinvested  dividends and capital gain distributions,  for the period
from inception  (10/93) through 2/28/95.  (Of course,  past performance is not a
guarantee of future results.)*
   The chart and other total return  figures cited reflect the fund's  operating
expenses,  but the index does not have expenses,  which would,  of course,  have
lowered its performance.

                              Short-Term Bond Fund
                        Average Annualized Total Return*

                                             12/31/94        2/28/95

               1 Year                          -0.61%          1.42%

               Since Inception (10/93)         -0.31%          1.43%
<PAGE>

   For the six months ended 2/28/95,  INVESCO  Short-Term  Bond Fund had a total
return of 2.78%.  During the same period,  the Lehman  Intermediate  Government/
Corporate Bond Index had a total return of 2.72%.  (Of course,  past performance
is not a guarantee of future results.)*
   Money funds  attempt  (although  they do not  guarantee)  to  maintain  price
stability at $1 per share.  These portfolios have an average  weighted  maturity
under 90 days, and thus,  under normal  circumstances,  yields tend to be lower.
Long-term  bond funds seek higher  current  income,  but must accept higher risk
from changes in interest  rates.  On the risk spectrum,  Short-Term Bond Fund is
managed  to  fall  between  money  market  funds  and  bond  funds  with  longer
maturities.  The last three  months have seen price  advances  for  fixed-income
investments,  a trend in  which  shorter-term  bonds  -- and  your  fund -- have
participated.
   At the end of February, the fund's duration was slightly lower than the prior
month. This modest shortening  reflects our belief that short-term interest rate
increases are not quite over for 1995.
   For similar  reasons,  many short-term bond funds have gone to  significantly
higher cash levels.  In order to support income levels,  we are instead  putting
more emphasis on very liquid U.S.  Treasury notes.  At 8/31/94,  corporate bonds
represented  73.8% of fund  holdings;  that figure had been  reduced to 60.0% by
2/28/95.

U.S. Government Securities Fund
Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO U.S. Government  Securities Fund to the value of
      a $10,000 investment in the Lehman Government Bond-Long Index, assuming in
      each case  reinvestment  of all dividends and capital gain  distributions,
      for the period from inception (01/86) through 2/28/95.

   The line graph above  illustrates  the value of a $10,000  investment  in the
fund, plus reinvested  dividends and capital gain distributions,  for the period
from inception  (1/86) through  2/28/95.  (Of course,  past performance is not a
guarantee of future results.)*

                         U.S. Government Securities Fund
                        Average Annualized Total Return*

                                             12/31/94        2/28/95

               1 Year                          -7.19%         -1.56%

               5 Years                          6.03%          7.52%

               Since Inception (1/86)           6.33%          6.76%

   The chart and other total return  figures cited reflect the fund's  operating
expenses,  but the index does not have expenses,  which would,  of course,  have
lowered its performance.
<PAGE>

   For the six months ended 2/28/95, INVESCO U.S. Government Securities Fund had
a total return of 2.88%. During the same period, the Lehman Government Bond-Long
Index  had a total  return of  4.02%.  (Of  course,  past  performance  is not a
guarantee of future results.)*
   Among the  fixed-income  investments  offered  by  INVESCO,  U.S.  Government
Securities  Fund is managed  to be the most  sensitive  to  changes in  interest
rates.  (Credit risk, on the other hand, is  negligible,  because its investment
strategy focuses on U.S. government and agency obligations.) The fund is seeking
a duration  average  within the range of seven to eight years.  During the first
three months of 1995, the fund achieved a total return of 5.78%.
   In the short-term,  our strategy has led to underperformance  relative to the
index. However,  while one or more moves in 1995 by the Federal Reserve Board to
counter the  inflation  threat may be  anticipated,  we do not believe  that the
current bond rally will stall for long.  The fund is thus better  positioned  to
benefit from market advances.
   As of 2/28/95, the fund's portfolio included no derivative  securities,  thus
limiting what is known as "optional" risk. At 2/28/95,  the fund's holdings were
split  between  direct  U.S.  government   obligations  (49.3%),  which  provide
liquidity  and  duration  features to the mix;  and  mortgage-backed  government
agency  obligations  (43.8%),  which offer higher  interest  income.  The latter
include  obligations  issued by GNMA and  Freddie Mac (the  Government  National
Mortgage Association and Federal Home Loan Mortgage Association, respectively).

Select Income Fund
   The line graph (upper right) illustrates the value of a $10,000 investment in
the fund,  plus  reinvested  dividends and capital gain  distributions,  for the
10-year period ended 2/28/95. (Of course, past performance is not a guarantee of
future results.)*
   The chart and other total return  figures cited reflect the fund's  operating
expenses,  but the index does not have expenses,  which would,  of course,  have
lowered its performance.
   For the six months  ended  2/28/95,  INVESCO  Select  Income Fund had a total
return of 4.40%.  During the same period, the Lehman  Government/Corporate  Bond
Index  had a total  return of  3.09%.  (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  INVESCO  Select  Income Fund to the value of a $10,000
      investment in the Lehman Government/Corporate Bond Index, assuming in each
      case reinvestment of all dividends and capital gain distributions, for the
      ten-year period ended 2/28/95.

   Select Income Fund represents INVESCO's moderate fixed-income philosophy. Our
outperformance  against the index was due to several factors. A primary focus is
the  identification of 
<PAGE>
corporations  which are improving their credit lines. The
bonds of these firms tend to increase in value  because  investors  demand lower
yields in response to such improved fundamentals. For the fund, these situations
may result in capital appreciation, as well as high current income.
   Investments in "special  situations"  have  contributed to fund gains.  Among
others,  these  are  firms  involved  in  recapitalization  plans,  or which are
acquisition targets. Current holdings designated "special situation" include RJR
Nabisco, Delaware Management Holdings, and HealthTrust Inc-Hospital Co.

                              Select Income Fund
                       Average Annualized Total Return*

                                        12/31/94        2/28/95

                  1 Year                  -1.20%          2.41%

                  5 Years                  8.61%          9.88%

                  10 Years                10.00%         10.49%

   Additionally,  the fund has  employed a "barbell"  strategy in  proportioning
credit  risk.  Among  lower-rated  issuers,  we seek  companies  with  improving
fundamentals.  These corporate bonds are balanced at the other end of the credit
risk spectrum by government and government agency obligations.
   The mix is further refined by continuous  monitoring,  in which we attempt to
identify  sectors which are undervalued  relative to historical  trading ranges.
Over the past few  months,  investment  grade  corporate  bonds have become less
attractive relative to government  securities.  The fund has accordingly shifted
more  attention to government  and  government  agency  obligations -- 41.52% at
2/28/95, compared to 31.83% at 8/31/94.  Simultaneously,  corporate exposure was
reduced to 53.42%, compared to 59.95%. This shift paid off: The government index
has outperformed the corporate sector for four months running.
   As interest rates  fluctuate,  we actively  modify our  investment  strategy.
During periods of increasing yields, we prefer to trade credit risk for interest
rate risk.

High Yield Fund
Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  High  Yield  Fund to the  value of a  $10,000
      investment in the Lehman BAA Long-Term  Corporate Index,  assuming in each
      case reinvestment of all dividends and capital gain distributions, for the
      ten-year period ended 2/28/95.

   The line graph above  illustrates  the value of a $10,000  investment  in the
fund, plus reinvested dividends and capital gain distributions,  for the 10-year
period ended 2/28/95.  (Of course, past performance is not a guarantee of future
results.)*
<PAGE>

   The chart and other total return  figures cited reflect the fund's  operating
expenses,  but the index does not have expenses,  which would,  of course,  have
lowered its performance.
   For the six months ended 2/28/95,  INVESCO High Yield Fund had a total return
of 2.62%.  During the same period, the Merrill Lynch High Yield Index achieved a
total return of 3.18%, while the Lehman BAA Long-Term Corporate Bond Index had a
total return of 4.67%. (Of course, past performance is not a guarantee of future
results.)*
   As tracked by Lehman Brothers,  the high yield and Treasury markets have been
unusually linked over the past 12 months. This is not surprising, because higher
interest rates will more quickly penalize companies with lower credit ratings.

                               High Yield Fund
                       Average Annualized Total Return*

                                        12/31/94        2/28/95

                  1 Year                  -4.98%         -2.39%

                  5 Years                  8.24%          9.93%

                  10 Years                10.13%         10.18%

   Credit  risk and sector  selection  are  critical  elements of our high yield
investment  strategy.   We  successfully  avoided  several  problem  situations,
enabling the fund to outperform the "junk" market last summer. Relative to other
high yield portfolios, INVESCO High Yield Fund maintains somewhat higher quality
emphasis.
   Over  the  following  three  months,  however,  our  overweighting  in  cable
television and television broadcasting resulted in underperformance  relative to
the market.  We expect that,  in the  longer-term,  improving  fundamentals  may
result in credit  upgrades and higher  valuations.  In  addition,  each of these
industries is and will continue to undergo consolidations and mergers, which can
lead to significant quality  improvement,  as well as subsequent price advances.
Time Warner,  for example,  recently  announced the  acquisition  of Cablevision
Industries.  This resulted in price advances for the latter's debentures,  which
we owned. With investment grade companies,  joint ventures are another avenue to
stronger credit ratings.
   We continue to underweight  consumer and industrial cyclical issuers, as well
as  supermarkets.  These  sectors  appear  over-valued  relative  to  historical
pricing.
   Investments in "special  situations"  have  contributed to fund gains.  Among
others,  these are firms which are involved in recapitalization  plans, may face
onerous indenture  provisions,  or are acquisition  targets.  The fund's special
situations holdings presently include Trident NGL, HealthTrust  Inc-Hospital Co,
and Hillhaven Corp.
<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 S&P 500 is an
unmanaged index of common stocks considered  representative of the broad market.
The Lehman  Government/Corporate  Bond Index is an  unmanaged  index  considered
representative  of the broad bond market;  the Intermediate  Bond Index reflects
performance of issues with maturities of 3-10 years.  The  Government-Long  Bond
Index reflects the long-term Treasury market. The Lehman BAA Long-Term Corporate
and the Merrill Lynch High Yield indices reflect the long-term,  high yield bond
market.


<PAGE>

<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Statement of Investment Securities
February 28, 1995
UNAUDITED
                                                      Shares or
                                                      Principal
Description                                           Amount         Cost          Value
<S>                                                   <C>            <C>           <C>   
HIGH YIELD Fund
FIXED INCOME SECURITIES  93.51%
US Government Obligations  1.13%
US Treasury Notes, 7.750%, 1/31/2000                   $3,000,000     $3,039,844     $3,084,375
                                                                      -------------------------
Corporate Bonds  90.25%
BROADCASTING  6.67%
Act III Broadcasting, Sr Sub Notes,
   9.625%, 12/15/2003                                  $5,600,000      5,662,625      5,208,000
Allbritton Communications, Sr Sub Deb,
   11.500%, 8/15/2004                                  $3,000,000      3,138,750      3,045,000
NWCG Holdings, Sr Secured
   Discount Notes, Series B, 13.500%,
   6/15/1999                                           $5,000,000      2,854,919      2,887,500
SCI Television
1st Secured Loan Facility Step-Up
   Coupon, 7.500%+, 6/30/1998                          $2,848,600      2,784,424      2,795,189
   Sr Secured Notes, 11.000%, 6/30/2005                $4,180,000      4,247,528      4,294,950
                                                                  ------------------------
                                                                      18,688,246     18,230,639
                                                                  ------------------------
BUILDING & CONSTRUCTION PRODUCTS  5.42%
Building Materials of America,
   Sr Deferred Step-Up Notes
Zero Coupon+, 7/1/2004                                 $5,000,000      2,888,452      2,675,000
Nortek Inc, Sr Sub Notes, 9.875%, 3/1/2004             $2,000,000      1,847,995      1,830,000
Presley Cos, Sr Notes, 12.500%, 7/1/2001               $4,000,000      4,000,000      3,380,000
USG Corp Deb, 8.750%, 3/1/2017                         $2,000,000      1,745,254      1,772,500
Sr Notes, 10.250%, 12/15/2002                          $1,000,000      1,015,670      1,013,750
   Sr Notes, Series B, 10.250%, 12/15/2002             $1,190,000      1,209,040      1,206,362
   Sr Notes, Series B, 9.250%, 9/15/2001               $3,000,000      2,938,443      2,921,250
                                                                  ------------------------
                                                                      15,644,854     14,798,862
                                                                  ------------------------
CABLE TELEVISION   13.60%
CF Cable TV, Sr Secured 2nd Priority Notes,
   11.625%, 2/15/2005                                  $3,175,000      3,199,750      3,309,937
Cablevision Industries, Sr Deb, Series B,
   9.250%, 4/1/2008                                    $3,500,000      3,172,550      3,412,500
Century Communications, 9.500%, 3/1/2005               $4,975,000      4,866,047      4,866,047
Diamond Cable Communications PLC,
   Sr Step-Up Notes, 13.250%+, 9/30/2004               $9,960,000      5,560,997      5,739,450
Jones Intercable, Sr Sub Deb
   11.500%, 7/15/2004                                  $1,000,000      1,072,500      1,067,500
   10.500%, 3/1/2008                                   $5,500,000      5,588,125      5,637,500
Le Groupe Videotron Ltee, Sr Notes,
   10.625%, 2/15/2005                                  $1,975,000      1,962,656      2,034,250
<PAGE>

Marcus Cable Operating LP/Marcus Cable
   Capital II Sr Sub Gtd Discount Step-Up
   Notes, Zero Coupon+, 8/1/2004                       $4,500,000      2,526,666      2,677,500
Viacom Inc, Sub Deb, 8.000%, 7/7/2006                  $4,500,000      3,775,904      4,055,625
Videotron Holdings PLC, Sr Discount Notes,
   11.125%, 7/1/2004                                   $7,450,000      4,347,658      4,358,250
                                                                  ------------------------
                                                                      36,072,853     37,158,559
                                                                  ------------------------
CHEMICALS & PLASTICS  3.67%
Buckeye Cellulose, Sr Notes, 10.250%,
   5/15/2001                                           $3,395,000      3,577,481      3,318,613
Harris Chemical North America,
   Gtd Sr Secured Step-Up Notes
   Zero Coupon+, 7/15/2001                             $3,000,000      2,492,436      2,670,000
Rexene Corp, Sr Notes, 11.750%, 12/1/2004              $1,000,000      1,000,000      1,040,000
UCC Investors Holdings, Sr Sub Notes,
   11.000%, 5/1/2003                                   $2,975,000      3,023,775      2,989,875
                                                                  ------------------------
                                                                      10,093,692     10,018,488
                                                                  ------------------------
COMPUTER RELATED  1.80%
Anacomp Inc, Sr Sub Notes, 15.000%,
   11/1/2000                                           $4,923,000      5,662,187      4,923,000
                                                                  ------------------------
CONTAINERS  2.27%
Anchor Glass Container, Sr Sub Deb, 9.875%,
   12/15/2008                                          $3,000,000     $2,760,000     $2,565,000
Owens-Illinois Inc, Sr Sub Deb, 9.950%,
   10/15/2004                                          $1,000,000        996,250        992,500
Silgan Holdings, Sr Discount Deb,
   Zero Coupon, 12/15/2002                             $2,975,000      2,586,476      2,632,875
                                                                  ------------------------
                                                                       6,342,726      6,190,375
                                                                  ------------------------
COSMETICS & TOILETRIES  2.37%
Chattem Inc, Sr Sub Notes, Series B,
   12.750%, 6/15/2004                                  $4,000,000      3,942,991      3,600,000
JB Williams Holdings, Sr Notes, 12.000%,
   3/1/2004                                            $3,000,000      2,880,000      2,880,000
                                                                  ------------------------
                                                                       6,822,991      6,480,000
                                                                  ------------------------
ENERGY DEVELOPMENT  1.09%
Calpine Corp, Sr Notes, 9.250%, 2/1/2004               $3,500,000      3,500,000      2,975,000
                                                                  ------------------------
FOOD PRODUCTS & BEVERAGES  1.55%
Coca Cola Bottling Group, Sr Sub Notes,
   9.000%, 11/15/2003                                  $2,560,000      2,566,869      2,380,800
Texas Bottling Group, Sr Sub Notes, 9.000%,
   11/15/2003                                          $2,000,000      1,812,069      1,865,000
                                                                  ------------------------
                                                                       4,378,938      4,245,800
                                                                  ------------------------
<PAGE>

FOOD STORES - WHOLESALE  0.75%
Fleming Cos, Sr Notes, 10.625%, 12/15/2001             $2,000,000      1,998,000      2,045,000
                                                                  ------------------------
HEALTH CARE RELATED  6.29%
Healthtrust Inc, Sub Notes, 8.750%,
   3/15/2005                                           $2,875,000      2,774,758      2,882,188
Health Trust Inc - Hospital Co, Sub Notes,
   10.750%, 5/1/2002                                   $4,000,000      4,365,000      4,340,000
Hillhaven Corp, Sr Sub Notes, 10.125%,
   9/1/2001                                            $4,810,000      4,912,212      4,906,200
National Medical Enterprises, Sr Sub Notes,
   10.125%, 3/1/2005                                   $4,975,000      4,975,000      5,074,500
                                                                  ------------------------
                                                                      17,026,970     17,202,888
                                                                  ------------------------
HOTELS  1.15%
Embassy Suites, Gtd Sr Sub Notes, 10.875%,
   4/15/2002                                           $2,975,000      3,149,781      3,153,500
                                                                  ------------------------
INSURANCE  0.27%
Home Holdings, Sr Notes, 7.875%, 12/15/2003            $1,000,000        858,093        739,841
                                                                  ------------------------
INVESTMENT BROKERS  0.78%
Delaware Management Holdings, Gtd Sr Notes,
   Series B, 10.250%, 3/15/2004                        $2,000,000      2,105,000      2,135,000
                                                                  ------------------------
MANUFACTURING  3.53%
American Standard, Sr Deb, 11.375%,
   5/15/2004                                           $2,975,000      3,153,500      3,209,281
JB Poindexter, Sr Notes, 12.500%, 5/15/2004            $4,000,000      4,005,000      3,800,000
Plastic Specialties & Technologies,
   Sr Secured Notes, 11.250%, 12/1/2003                $2,975,000      2,598,980      2,647,750
                                                                  ------------------------
                                                                       9,757,480      9,657,031
                                                                  ------------------------
OIL & GAS RELATED  4.15%
Mesa Capital, Step-Up Notes, Zero Coupon+,
   6/30/1998                                           $2,980,000      2,805,272      2,790,025
NorAm Energy, Deb, 10.000%, 11/15/2019                 $4,000,000      4,174,140      4,247,864
Trident NGL, Sub Notes, 10.250%, 4/15/2003             $4,175,000      4,255,781      4,289,813
                                                                  ------------------------
                                                                      11,235,193     11,327,702
                                                                  ------------------------
PAPER & PAPER PRODUCTS  2.68%
Fort Howard, Jr Sub Discount Step-Up Deb,
   14.125%+, 11/1/2004                                 $3,000,000      3,000,176      3,022,500
Repap Wisconsin, 2nd Priority Sr Secured
   Notes, 9.875%, 5/1/2006                             $1,250,000      1,073,788      1,168,750
SD Warren, Sr Sub Notes, 12.000%,
   12/15/2004&                                         $2,980,000      2,980,000      3,143,900
                                                                  ------------------------
                                                                       7,053,964      7,335,150
                                                                  ------------------------
POLLUTION CONTROL EQUIPMENT & SERVICES 0.96% 
<PAGE>

Envirotest  Systems,  Sr Sub Notes,
9.625%,
   4/1/2003                                            $3,500,000      3,156,733      2,616,250
                                                                  ------------------------
PUBLISHING  4.02%
Bell & Howell, Sr Discount Deb, Series B,
   11.500%, 3/1/2005                                   $5,700,000      3,011,855      2,935,500
News America Holdings, Deb, 8.500%,
   2/23/2025                                           $2,000,000      1,998,750      2,014,784
Time Warner, Conv Sub Deb, 8.750%, 1/10/2015           $2,975,000      2,874,594      2,986,156
Valassis Inserts, Sr Sub Notes, 9.375%,
   3/15/1999                                           $3,000,000      3,036,150      3,064,407
                                                                  ------------------------
                                                                      10,921,349     11,000,847
                                                                  ------------------------
REAL ESTATE RELATED  1.04%
BF Saul Real Estate Investment Trust,
   Sr Secured Notes Series B, 11.625%,
   4/1/2002                                            $3,000,000     $2,955,000     $2,846,250
                                                                  ------------------------
RECREATION PRODUCTS & SERVICES  8.68%
Bally's Casino Holdings, Sr Discount Notes,
   10.500%, 6/15/1998                                  $4,975,000      3,262,457      3,233,750
Bally's Grand, 1st Mortgage Notes, Series B,
   10.375%, 12/15/2003                                 $4,000,000      3,786,732      3,750,000
Boomtown Inc, 1st Mortgage Notes, 11.500%,
   11/1/2003                                           $1,000,000      1,010,000        990,000
Caesars World, Sr Sub Notes, 8.875%,
   8/15/2002                                           $5,425,000      5,479,250      5,533,500
Empress River Casino Finance, Gtd Sr Notes,
   10.750%, 4/1/2002                                   $2,000,000      1,892,747      1,900,000
Kloster Cruise Ltd, Sr Secured Notes,
   13.000%, 5/1/2003                                   $3,000,000      3,030,000      2,317,500
MGM Grand Hotel Finance, 1st Mortgage Notes,
   12.000%, 5/1/2002                                   $1,000,000      1,090,000      1,095,000
Plitt Theatres, Sr Sub Notes, 10.875%,
   6/15/2004                                           $4,000,000      4,000,000      3,810,000
Royal Caribbean Cruises Ltd, Sr Sub Notes,
   11.375%, 5/15/2002                                  $1,000,000      1,065,000      1,080,000
                                                                  ------------------------
                                                                      24,616,186     23,709,750
                                                                  ------------------------
RESTAURANTS  0.63%
Flagstar Corp, Sr Sub Deb, 11.375%,
   9/15/2003                                           $2,000,000      1,899,264      1,720,000
                                                                  ------------------------
RETAIL  6.17%
Penn Traffic, Sr Notes, 10.650%, 11/1/2004             $1,000,000      1,000,000      1,027,500
Petro PSC Properties LP/Petro Financial,
   Sr Notes, 12.500%, 6/1/2002                         $4,000,000      4,040,000      3,900,000
Petroleum Heat & Power, Sub Deb, 9.375%,
   2/1/2006                                            $5,400,000      5,108,823      4,644,000
Smitty's Super Valu, Sr Sub Notes, Series B,
   12.750%, 6/15/2004                                  $2,500,000      2,500,000      2,350,000
<PAGE>

Southland Corp, 2nd Priority Sr Sub Deb,
   Series A, 4.500%, 6/15/2004                         $7,795,000      5,012,217      4,940,081
                                                                  ------------------------
                                                                      17,661,040     16,861,581
                                                                  ------------------------
STEEL  1.36%
AK Steel, Gtd Sr Notes, 10.750%, 4/1/2004              $1,750,000      1,778,437      1,789,375
WCI Steel, Sr Notes, Series B, 10.500%,
   3/1/2002                                            $2,000,000      1,912,705      1,930,000
                                                                  ------------------------
                                                                       3,691,142      3,719,375
                                                                  ------------------------
TELECOMMUNICATIONS  3.67%
Centennial Cellular, Sr Notes, 8.875%,
   11/1/2001                                           $5,500,000      4,955,963      5,115,000
USA Mobile Communications, Sr Notes, 9.500%,
   2/1/2004                                            $5,700,000      5,762,233      4,902,000
                                                                  ------------------------
                                                                      10,718,196     10,017,000
                                                                  ------------------------
TEXTILES  & APPAREL  MANUFACTURERS  1.04%  Guess Inc,  Sr Sub  Notes,  Series B,
9.500%,
   8/15/2003                                           $2,975,000      2,811,745      2,841,125
                                                                  ------------------------
TRANSPORTATION  3.36%
Burlington Motor Holdings, Sr Sub Notes,
   11.500%, 11/1/2003                                  $4,300,000      4,236,812      3,848,500
Gearbulk Holding, Sr Notes, 11.250%,
   12/1/2004                                           $1,000,000      1,000,000      1,045,000
Moran Transportation, 1st Preferred Ship
   Mortgage Notes, 11.750%, 7/15/2004                  $4,500,000      4,500,000      4,286,250
                                                                  ------------------------
                                                                       9,736,812      9,179,750
                                                                  ------------------------
UTILITIES  1.28%
Midland Funding II, Sub Secured Lease
   Oblig Bonds, Series B 13.250%, 7/23/2006            $3,500,000      3,622,500      3,510,857
                                                                  ------------------------
TOTAL CORPORATE BONDS                                                252,180,935    246,639,620
                                                                  ------------------------
Asset-Backed  Securities  2.13%  RECREATION  PRODUCTS & SERVICES  2.13%  Resorts
International, Secured Non-Recourse
   Pass-Through Notes Zero Coupon, 6/30/2000           $6,930,000      6,394,375      5,819,926
                                                                  ------------------------
TOTAL FIXED INCOME SECURITIES                                        261,615,154    255,543,921
                                                                  ------------------------
COMMON STOCKS  0.00%
RETAIL  0.00%
Smitty's Supermarkets Class B*@                             2,500              0              0
                                                                  ------------------------
PREFERRED STOCKS  0.39%
COMPUTER RELATED  0.39%
Unisys Corp, $3.75, Series A, Conv Pfd                     30,000      1,048,200      1,068,750
                                                                  ------------------------
<PAGE>

OTHER SECURITIES  1.10%
OIL & GAS RELATED  1.10%
WRT Energy Units (Each unit consists of one
   Sr Note, 13.875%, 3/1/2002 and eight
   warrants to buy one shr of cmn stock)                2,975,000     $2,975,000     $3,012,188
                                                                  ------------------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER  5.00%
FINANCE RELATED  5.00%
Associates Corp of North America, 6.050%,
   3/1/1995                                           $13,660,000     13,660,000     13,660,000
                                                                  ------------------------
TOTAL INVESTMENT SECURITIES 100.00%#                               $279,298,354^   $273,284,859
                                                                  ========================
SELECT  INCOME Fund FIXED INCOME  SECURITIES  92.17% US  Government  Obligations
11.69% US Treasury Notes
   7.750%, 1/31/2000                                   $5,000,000     $5,066,406     $5,140,625
   6.500%, 5/15/1997                                   $3,000,000      3,005,156      2,979,375
   5.875%, 2/15/2004                                   $8,500,000      8,506,250      7,740,313
   4.750%, 2/15/1997                                   $3,000,000      2,938,702      2,887,500
US Treasury Security Stripped Interest
   Payment, Generic Tint Payment
   5/15/2012                                           $5,000,000      1,625,901      1,344,595
   8/15/2012                                           $5,000,000      1,643,515      1,318,750
   11/15/2012                                          $5,000,000      1,539,332      1,294,245
                                                                  ------------------------
   TOTAL US GOVERNMENT OBLIGATIONS                                    24,325,262     22,705,403
                                                                  ------------------------
US Government Agency Obligations  28.85%
Federal Home Loan Mortgage, Gold, 7.000%,
   5/1/2024                                            $4,819,928      4,520,188      4,530,732
Federal Home Loan Mortgage, Gold Pool
   8.000%, 12/1/2024                                   $2,997,723      2,881,561      2,966,994
   7.500%, 10/1/2024                                   $3,041,812      2,900,178      2,939,847
   7.000%, 4/1/2024                                    $5,047,738      4,753,549      4,744,873
   7.000%, 5/1/2024                                    $5,007,188      4,709,886      4,706,757
   7.000%, 6/1/2024                                    $4,883,006      4,587,737      4,590,026
Federal Home Loan Mortgage, Step-Up Deb,
   5.630%+, 1/5/1999                                   $2,000,000      1,997,500      1,857,028
Federal National Mortgage Association,
   Pool, 7.500%, 12/1/2024                             $3,045,178      2,853,427      2,939,538
Government National Mortgage Association I
   Modified Pass-Through Certificates
   8.000%, 7/15/2024                                   $7,629,704      7,500,953      7,549,126
   7.500%, 5/15/2022                                   $4,943,207      4,673,647      4,772,414
   7.500%, 10/15/2023                                  $1,970,864      1,821,201      1,898,767
   7.500%, 11/15/2023                                 $10,098,523      9,554,416      9,729,109
   7.500%, 5/15/2024                                   $2,940,000      2,730,066      2,830,570
                                                                  ------------------------
TOTAL US GOVERNMENT AGENCY OBLIGATIONS                                55,484,309     56,055,781
                                                                  ------------------------
<PAGE>

Corporate Bonds  51.15%
AUTOMOBILE RELATED  0.57%
Chrysler Corp, Deb, 10.950%, 8/1/2017                  $1,000,000      1,107,800      1,108,620
                                                                  ------------------------
BANKING  1.01%
Sovereign Bancorp, Medium Term Sub Notes,
   8.000%, 3/15/2003                                   $2,000,000      1,952,139      1,969,862
                                                                  ------------------------
BROADCASTING  3.01%
Act III Broadcasting, Sr Sub Notes,
   9.625%, 12/15/2003                                  $1,650,000      1,530,131      1,534,500
Allbritton Communications, Sr Sub Deb,
   11.500%, 8/15/2004                                  $2,000,000      2,078,750      2,030,000
SCI Television, Sr Secured Notes, 11.000%,
   6/30/2005                                           $2,223,000      2,258,845      2,284,132
                                                                  ------------------------
                                                                       5,867,726      5,848,632
                                                                  ------------------------
BUILDING & CONSTRUCTION PRODUCTS  3.26%
USG Corp
   Deb, 8.750%, 3/1/2017                               $1,000,000      $872,627$        886,250
   Sr Notes, Series B, 10.250%, 12/15/2002             $2,500,000      2,540,000      2,534,375
   Sr Notes, Series B, 9.250%, 9/15/2001               $3,000,000      2,894,249      2,921,250
                                                                  ------------------------
                                                                       6,306,876      6,341,875
                                                                  ------------------------
CABLE TELEVISION  4.33%
Cablevision Industries, Sr Deb, Series B,
   9.250%, 4/1/2008                                      $830,000        727,662        809,250
Century Communications, Sr Notes, 9.500%,
   3/1/2005                                            $2,000,000      1,956,200      1,956,200
Diamond Cable Communications PLC,
   Sr Step-Up Notes, 13.250%+, 9/30/2004               $2,000,000      1,129,566      1,152,500
Jones Intercable, Sr Sub Deb, 11.500%,
   7/15/2004                                           $2,000,000      2,145,000      2,135,000
Le Groupe Videotron Ltee, Sr Notes,
   10.625%, 2/15/2005                                  $1,000,000        993,750      1,030,000
Viacom Inc, Sub Deb, 8.000%, 7/7/2006                  $1,480,000      1,234,796      1,333,850
                                                                  ------------------------
                                                                       8,186,974      8,416,800
                                                                  ------------------------
DIVERSIFIED  0.92%
Philip Morris, Notes, 9.800%, 12/15/1998               $1,750,000      1,933,750      1,788,614
                                                                  ------------------------
FINANCE RELATED  5.07%
Chrysler Financial, Notes, 6.500%,
   6/15/1998                                           $3,000,000      3,005,625      2,900,976
General Motors Acceptance, Medium Term
   Notes, 7.500%, 5/25/2000                            $5,000,000      4,905,499      4,892,070
Westinghouse Credit, Deb, 8.875%,
   6/14/2014                                           $2,000,000      1,997,280      2,067,500
                                                                  ------------------------
                                                                       9,908,404      9,860,546
                                                                  ------------------------
<PAGE>

HEALTH CARE RELATED  5.31%
HealthTrust Inc - Hospital Co, Sub Notes
   10.750%, 5/1/2002                                   $2,500,000      2,726,250      2,712,500
   8.750%, 3/15/2005                                   $2,000,000      1,930,774      2,005,000
Hillhaven Corp, Sr Sub Notes, 10.125%,
   9/1/2001                                            $3,000,000      3,063,750      3,060,000
National Medical Enterprises, Sr Notes,
   9.625%, 9/1/2002                                    $2,500,000      2,500,000      2,546,875
                                                                  ------------------------
                                                                      10,220,774     10,324,375
                                                                  ------------------------
HOUSEHOLD & HARDWARE PRODUCTS  0.32%
Singer Co NV, Notes, 7.000%, 4/1/2003                    $700,000        655,426        621,535
                                                                  ------------------------
INSURANCE  0.75%
Home Holdings, Sr Notes, 8.625%, 12/15/2003            $1,980,000      1,694,398      1,464,885
                                                                  ------------------------
INVESTMENT BROKERS  1.10%
Delaware Management Holdings, Gtd Sr Notes,
   Series B 10.250%, 3/15/2004                         $2,000,000      2,105,000      2,135,000
                                                                  ------------------------
MANUFACTURING  0.56%
American Standard, Sr Deb, 11.375%,
   5/15/2004                                           $1,000,000      1,082,500      1,078,750
                                                                  ------------------------
OIL & GAS RELATED  2.90%
Arkla Inc, Deb, 8.900%, 12/15/2006                     $4,750,000      4,731,998      4,664,310
Louis Dreyfus Natural Gas, Sr Sub Notes,
   9.250%, 6/15/2004                                   $1,000,000        954,921        965,000
                                                                  ------------------------
                                                                       5,686,919      5,629,310
                                                                  ------------------------
PAPER & PAPER PRODUCTS  1.11%
Fort Howard, Jr Sub Discount Step-Up Deb,
   14.125%+, 11/1/2004                                 $2,150,000      2,150,130      2,166,125
                                                                  ------------------------
PUBLISHING  3.92%
News America Holdings, Deb, 8.500%,
   2/23/2025                                           $2,000,000      1,998,750      2,014,784
Valassis Communications, Sr Notes,
   9.550%, 12/1/2003                                   $2,480,000      2,478,487      2,577,191
Valassis Inserts, Sr Sub Notes, 9.375%,
   3/15/1999                                           $1,000,000      1,012,050      1,021,469
Time Warner, Conv Sub Deb, 8.750%,
   1/10/2015                                           $2,000,000      1,932,500      2,007,500
                                                                  ------------------------
                                                                       7,421,787      7,620,944
                                                                  ------------------------
RECREATION PRODUCTS & SERVICES  4.04%
Caesars World, Sr Sub Notes, 8.875%,
   8/15/2002                                           $3,000,000      3,030,000      3,060,000
MGM Grand Hotel Finance, 1st Mortgage
   Notes, 12.000%, 5/1/2002                            $1,750,000      1,907,500      1,916,250
<PAGE>

Royal Caribbean Cruises Ltd, Sr Sub Notes,
   11.375%, 5/15/2002                                  $2,654,000      2,840,165      2,866,320
                                                                  ------------------------
                                                                       7,777,665      7,842,570
                                                                  ------------------------
RETAIL  4.09%
Kroger Co, Lease Certificates, 6.000%,
   4/1/2003                                            $3,650,000    $2,834,155$      2,828,750
Paul Harris Stores, Notes, 11.375%,
   1/31/2000                                           $1,000,000      1,001,250        985,000
Southland Corp, 2nd Priority Sr Sub Deb,
   Series A, 4.500%, 6/15/2004                         $6,500,000      4,397,739      4,119,375
                                                                  ------------------------
                                                                       8,233,144      7,933,125
                                                                  ------------------------
SAVINGS & LOAN  0.99%
Webster Financial, Sr Notes, 8.750%,
   6/30/2000                                           $1,000,000        998,240        990,000
Western Financial Savings Bank, Sub
   Capital Deb, 8.500%, 7/1/2003                       $1,000,000        969,069        930,000
                                                                  ------------------------
                                                                       1,967,309      1,920,000
                                                                  ------------------------
STEEL  0.53%
AK Steel, Gtd Sr Notes, 10.750%, 4/1/2004              $1,000,000      1,000,000      1,022,500
                                                                  ------------------------
TELECOMMUNICATIONS  0.96%
Centennial Cellular, Sr Notes, 8.875%,
   11/1/2001                                           $2,000,000      1,817,990      1,860,000
                                                                  ------------------------
TEXTILES & APPAREL MANUFACTURERS 0.49% Guess Inc, Sr Sub Notes, Series B,
   9.500%, 8/15/2003                                   $1,000,000        945,124        955,000
                                                                  ------------------------
TOBACCO  1.32%
RJR Nabisco, Gtd Sr Notes, 8.750%,
   4/15/2004                                           $2,625,000      2,509,233      2,559,866
                                                                  ------------------------
TRANSPORTATION  1.94%
Delta Air Lines, Equipment Trust Certificates
   Series 1991K, 9.480%, 6/5/2006&                     $1,000,000        963,323      1,012,120
   Series 1992C, 9.300%, 1/2/2010                      $2,800,000      2,719,752      2,755,253
                                                                  ------------------------
                                                                       3,683,075      3,767,373
                                                                  ------------------------
UTILITIES  2.65%
Cleveland Electric Illuminating,
   1st Mortgage, 9.375%, 3/1/2017                      $1,575,000      1,426,764      1,390,653
Commonwealth Edison, 1st Mortgage,
   Series 22, 7.500%, 1/1/2001                         $1,920,000      1,962,816      1,860,964
Niagara Mohawk Power, 1st Mortgage,
   8.000%, 6/1/2004                                    $2,000,000      1,878,899      1,904,238
                                                                  ------------------------
                                                                       5,268,479      5,155,855
<PAGE>
                                                                 
                                                                  ------------------------
TOTAL CORPORATE BONDS                                                 99,482,622     99,392,162
                                                                  ------------------------
Asset-Backed  Securities  0.48%  PAPER & PAPER  PRODUCTS  0.48%  Scotia  Pacific
Holding, Timber
   Collateralized Notes, 7.950%, 7/20/2015               $977,365        902,259        937,798
                                                                  ------------------------
TOTAL FIXED INCOME SECURITIES                                        180,194,452    179,091,144
                                                                  ------------------------
OTHER SECURITIES  0.52%
OIL & GAS RELATED  0.52%
WRT Energy Units (Each unit consists of
   one Sr Note, 13.875%, 3/1/2002 and eight
   warrants to buy one shr of cmn stock)                1,000,000      1,000,000      1,012,500
                                                                  ------------------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER  7.31%
FINANCE RELATED  7.31%
Associates Corp of North America, 6.050%,
   3/1/1995                                            $7,100,000      7,100,000      7,100,000
ITT Financial, 6.050%, 3/1/1995                        $7,100,000      7,100,000      7,100,000
                                                                  ------------------------
TOTAL SHORT-TERM INVESTMENTS                                          14,200,000     14,200,000
                                                                  ------------------------
TOTAL INVESTMENT SECURITIES   100.00%#                             $195,394,452^   $194,303,644
                                                                  ========================
SHORT-TERM BOND Fund
FIXED INCOME SECURITIES  70.89%
US Government Obligations  6.20%
US Treasury Notes, 7.750%, 11/30/1999                    $500,000       $501,065       $513,593
                                                                  ------------------------
US Government Agency Obligations  10.88%
Federal Home Loan Mortgage, Gold Pool,
   6.500%, 4/1/2009                                      $951,260        918,263        901,013
                                                                  ------------------------
Corporate Bonds  53.81%
BANKING  5.26%
NationsBank Corp, Sr Notes, 4.750%,
   8/15/1996                                             $450,000       $442,733       $435,352
                                                                  ------------------------
BUSINESS SERVICES  5.71%
Associates Corp of North America, Notes,
   4.750%, 8/1/1996                                      $200,000        196,326        193,726
CIT Group Holdings, Notes, 8.875%, 6/15/1996              $85,000         93,592         86,799
Tenneco Credit, Sr Notes, 9.250%, 11/1/1996              $187,000        206,111        192,338
                                                                  ------------------------
                                                                         496,029        472,863
                                                                  ------------------------
FINANCE RELATED  19.97%
AVCO Financial Services, Notes, 7.500%,
   11/15/1996                                            $350,000        374,865        351,434
Chrysler Financial, Notes, 6.500%, 6/15/1998             $470,000        477,954        454,486
<PAGE>

Ford Motor Credit, Medium-Term Notes,
   6.860%, 11/9/1998                                     $400,000        400,720        399,576
General Motors Acceptance, Notes,
   7.750%, 4/15/1997                                     $450,000        462,537        448,828
                                                                  ------------------------
                                                                       1,716,076      1,654,324
                                                                  ------------------------
HOUSEHOLD & HARDWARE PRODUCTS  2.41%
Singer Co NV, Notes, 7.000%, 4/1/2003                    $225,000        210,967        199,779
                                                                  ------------------------
INVESTMENT BROKERS  4.64%
Merrill Lynch & Co, Notes, 5.000%,
   12/15/1996                                            $400,000        391,113        384,094
                                                                  ------------------------
LEASING COMPANIES  4.82%
United States Leasing International,
   Medium-Term Notes, 6.978%, 11/16/1998                 $400,000        399,940        399,510
                                                                  ------------------------
OIL & GAS RELATED  0.86%
Tennessee Gas Pipeline, Notes, 9.250%,
   5/15/1996                                              $70,000         76,292         71,461
                                                                  ------------------------
POLLUTION CONTROL EQUIPMENT & SERVICES  2.64%
WMX Technologies, Notes, 4.875%, 6/15/1996               $225,000        225,713        218,970
                                                                  ------------------------
UTILITIES  7.50%
Detroit Edison, 1st Mortgage, 6.000%,
   12/1/1996                                             $296,000        295,676        289,658
Jersey Central Power & Light, 1st Mortgage,
   6.125%, 8/1/1996                                      $250,000        251,912        247,053
Public Service Electric & Gas, 1st Ref
   Mortgage, Series GG, 7.125%, 11/1/1997                 $85,000         90,877         84,371
                                                                  ------------------------
                                                                         638,465        621,082
                                                                  ------------------------
TOTAL CORPORATE BONDS                                                  4,597,328      4,457,435
                                                                  ------------------------
TOTAL FIXED INCOME SECURITIES                                          6,016,656      5,872,041
                                                                  ------------------------
SHORT-TERM INVESTMENTS  29.11%
Corporate Bonds  6.23%
TOBACCO  1.15%
RJR Nabisco, Notes, 9.250%, 5/1/1995                      $95,000         99,854         95,296
                                                                  ------------------------
UTILITIES  5.08%
Commonwealth Edison, 1st Mortgage, Series 82,
   6.125%, 5/15/1995                                      $54,000         55,202         53,927
Georgia Power, 1st Mortgage, 5.125%,
   9/1/1995                                              $220,000        222,266        218,395
Pacific Power & Light, 1st Mortgage,
   5.000%, 10/1/1995                                     $150,000        150,375        148,889
                                                                  ------------------------
                                                                         427,843        421,211
                                                                  ------------------------
<PAGE>

TOTAL CORPORATE BONDS                                                    527,697        516,507
                                                                  ------------------------
Repurchase Agreements  22.88%
Repurchase Agreement with State Street Bank
   & Trust Co dated 2/28/1995 due 3/1/1995 at 6.000%,  repurchased at $1,895,316
   (Collateralized by US Treasury Notes due 2/15/1996 at 4.625%, value
   $1,935,355)                                         $1,895,000      1,895,000      1,895,000
                                                                  ------------------------
TOTAL SHORT-TERM INVESTMENTS                                           2,422,697      2,411,507
                                                                  ------------------------
TOTAL INVESTMENT SECURITIES   100.00%#                               $8,439,353^     $8,283,548
                                                                  ========================
U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES  93.10%
US Government Obligations  49.27%
US Treasury Notes
   7.875%, 11/15/2004                                  $2,000,000     $2,013,438     $2,088,750
US Treasury Bonds
   8.500%, 2/15/2020                                   $3,000,000      3,074,531      3,296,250
   8.125%, 8/15/2019                                   $3,500,000      3,475,727      3,699,062
   8.125%, 8/15/2021                                   $3,000,000      3,094,688      3,178,125
   7.625%, 2/15/2025                                   $4,000,000      4,025,625      4,078,744
   7.500%, 11/15/2024                                  $4,000,000      3,854,062      3,988,744
   6.250%, 8/15/2023                                   $1,000,000        865,469        850,625
                                                                  ------------------------
TOTAL US GOVERNMENT OBLIGATIONS                                       20,403,540     21,180,300
                                                                  ------------------------
US Government Agency Obligations  43.83%
Federal Home Loan Mortgage, Gold Pool,
   7.500%, 6/1/2024                                    $2,992,358      2,960,564      2,893,004
Government National Mortgage Association I
   Modified Pass-Through Certificates
   7.500%, 5/15/2022                                  $10,248,881     10,157,587      9,894,772
   7.500%, 7/15/2023                                   $1,003,362        946,923        966,658
   7.500%, 11/15/2023                                  $1,019,348        963,761        982,059
   7.000%, 5/15/2023                                   $1,461,756      1,353,038      1,364,504
   7.000%, 2/15/2024                                   $2,940,005      2,639,573      2,741,375
                                                                  ------------------------
TOTAL US GOVERNMENT AGENCY OBLIGATIONS                                19,021,446     18,842,372
                                                                  ------------------------
TOTAL FIXED INCOME SECURITIES                                         39,424,986     40,022,672
                                                                  ------------------------
SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS  6.90%
Repurchase  Agreement  with State  Street  Bank & Trust Co dated  2/28/1995  due
   3/1/1995 at 6.000%,  repurchased at $2,965,494 (Collateralized by US Treasury
   Notes due 2/15/1996 at 4.625%, value
   $3,028,610)                                         $2,965,000      2,965,000      2,965,000
                                                                  ------------------------
TOTAL INVESTMENT SECURITIES   100.00%#                              $42,389,986^    $42,987,672
                                                                  ========================
<PAGE>
<FN>
+Step-up  bonds are  obligations  which  increase the  interest  payment rate at
specified  points in time. Rate shown reflects current rate which may step up at
a future date.
*Security is non-income producing.
@Security has no market value as of February 28, 1995.
#Percentages are expressed in relation to total investment value.
^Also represents cost for income tax purposes.
&As of February 28, 1995 the following were restricted securities:
</FN>
</TABLE>

                                                                      Value as
                                        Acquisition  Acquisition      % of
Security Name                           Date         Cost             Net Assets
High Yield Fund
SD Warren, Sr Sub Notes, 12.000%,
   12/15/2004                           12/13/1994 -
                                        12/15/1994    $2,980,000       1.15%
                                                                       =====
Select Income Fund
Delta Air Lines, Equipment Trust
   Certificates Series 1991K,
   9.480%, 6/5/2006                     1/19/1995     $963,323          1.99%
                                                                        =====
See Notes to Financial Statements


<PAGE>

<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
February 28, 1995
UNAUDITED
                                                                                                              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                                      $279,298,354      $195,394,452        $6,544,353       $39,424,986
                                             =========================================================
   At Value                                     $273,284,859      $194,303,644        $6,388,548       $40,022,672
   Repurchase Agreements at Value~                         0                 0         1,895,000         2,965,000
Receivables:
   Investment Securities Sold                     18,278,022        13,788,296                 0                 0
   Fund Shares Sold                                2,248,827           838,739            19,691         3,480,504
   Dividends and Interest                          6,015,453         2,959,685            89,770           300,034
Prepaid Expenses and Other Assets                    254,891           270,632            89,055           124,759
                                             ---------------------------------------------------------
TOTAL ASSETS                                     300,082,052       212,160,996         8,482,064        46,892,969
                                             ---------------------------------------------------------
LIABILITIES
Payables:
   Custodian                                         359,902            13,134            14,612               614
   Distributions to Shareholders                     334,512           114,026             1,620             9,839
   Investment Securities Purchased                23,921,510        21,752,585                 0                 0
   Fund Shares Repurchased                         1,543,923           521,703            20,773           197,077
Accrued Distribution Expenses                         47,194            33,365             1,583             7,604
Accrued Expenses and Other Payables                   14,648             9,828             9,612             3,724
                                             ---------------------------------------------------------
TOTAL LIABILITIES                                 26,221,689        22,444,641            48,200           218,858
                                             ---------------------------------------------------------
Net Assets at Value                             $273,860,363      $189,716,355        $8,433,864       $46,674,111
                                             =========================================================
NET ASSETS
Paid-in Capital*                                $293,648,672      $194,644,350        $8,894,184       $47,809,969
Accumulated Undistributed Net Realized
   Loss on Investment Securities                (13,774,814)       (3,837,187)         (304,515)       (1,733,544)
Net Appreciation (Depreciation)
   of Investment Securities                      (6,013,495)       (1,090,808)         (155,805)           597,686
                                             ---------------------------------------------------------
Net Assets at Value                             $273,860,363      $189,716,355        $8,433,864       $46,674,111
                                             =========================================================
Shares Outstanding                                41,997,090        30,544,930           894,916         6,605,796
Net Asset Value, Offering and
   Redemption Price per Share                          $6.52             $6.21             $9.42             $7.07
                                             =========================================================
<FN>
~Also represents cost.
*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.

See Notes to Financial Statements
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Statement of Operations
Six Months Ended February 28, 1995
UNAUDITED
                                                                                                        U.S.
                                                           High         Select     Short-Term     Government
                                                          Yield         Income           Bond     Securities
                                                           Fund           Fund           Fund           Fund
<S>                                                 <C>             <C>              <C>          <C>    

INVESTMENT INCOME
INTEREST INCOME                                     $13,098,707     $6,167,584       $278,759     $1,201,181
                                                --------------------------------------------------
EXPENSES
Investment Advisory Fees                                563,292        387,540         20,890         87,476
Distribution Expenses                                   281,646        176,154         10,445         39,762
Transfer Agent Fees                                     297,443        250,495         23,040         93,737
Administrative Fees                                      21,899         15,569          5,627          7,386
Custodian Fees and Expenses                              17,940          5,693          1,509          2,592
Directors' Fees and Expenses                             12,033          8,143          2,788          4,248
Professional Fees and Expenses                           13,000         10,765          6,275          7,812
Registration Fees and Expenses                           37,586         20,042         12,484         15,754
Reports to Shareholders                                  33,414         26,535          3,271         10,730
Other Expenses                                            9,387          7,055          2,592          2,639
                                                --------------------------------------------------
   TOTAL EXPENSES                                     1,287,640        907,991         88,921        272,136
Fees and Expenses Absorbed
   by Investment Adviser                              (161,148)      (203,459)       (76,387)      (113,016)
                                                --------------------------------------------------
   NET EXPENSES                                       1,126,492        704,532         12,534        159,120
                                                --------------------------------------------------
NET INVESTMENT INCOME                                11,972,215      5,463,052        266,225      1,042,061
                                                --------------------------------------------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Loss on Investment
   Securities                                      (10,562,384)    (1,819,252)       (25,912)    (1,070,248)
Change in Net Appreciation
   (Depreciation) of Investment
   Securities                                         5,236,751      3,275,259        (6,110)        950,958
                                                --------------------------------------------------
NET GAIN (LOSS) ON INVESTMENT SECURITIES            (5,325,633)      1,456,007       (32,022)      (119,290)
                                                --------------------------------------------------
Net Increase in Net Assets from
   Operations                                        $6,646,582     $6,919,059       $234,203       $922,771
                                                ==================================================
<FN>
See Notes to Financial Statements
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Statement of Changes in Net Assets


                                                         High Yield Fund                  Select Income Fund

                                            Six-Months              Year        Six-Months              Year
                                                 Ended             Ended             Ended             Ended
                                           February 28         August 31       February 28         August 31
                                                  1995              1994              1995              1994
                                             UNAUDITED                           UNAUDITED
<S>                                        <C>               <C>                <C>              <C>    

OPERATIONS
Net Investment Income                      $11,972,215       $23,854,164        $5,463,052       $10,499,197
Net Realized Loss on Investment
   Securities                             (10,562,384)       (2,011,785)       (1,819,252)       (1,608,909)
Change in Net Appreciation
   (Depreciation)of Investment
                                       ---------------------------         ---------------------------
   Securities                                5,236,751      (20,602,555)         3,275,259       (7,715,299)
                                       ---------------------------         ---------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                           6,646,582         1,239,824         6,919,059         1,174,989
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                     (11,972,215)      (23,854,164)       (5,463,052)      (10,499,313)
Net Realized Gain on Investment
   Securities                              (1,057,759)                 0                 0       (2,086,344)
In Excess of Net Realized Gain
   on Investment Securities                          0                 0                 0       (2,283,516)
                                       ---------------------------         ---------------------------
TOTAL DISTRIBUTIONS                       (13,029,974)      (23,854,164)       (5,463,052)      (14,869,173)
                                       ---------------------------         ---------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares              166,207,910       393,566,409        85,958,415        89,568,106
Reinvestment of Distributions               10,445,014        17,297,182         4,802,035        12,731,158
                                       ---------------------------         ---------------------------
                                           176,652,924       410,863,591        90,760,450       102,299,264
Amounts Paid for Repurchases
   of Shares                             (140,181,963)     (453,421,671)      (40,837,300)     (109,048,165)
                                       ---------------------------         ---------------------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM FUND SHARE
   TRANSACTIONS                             36,470,961      (42,558,080)        49,923,150       (6,748,901)
                                       ---------------------------         ---------------------------
Total Increase (Decrease) in
   Net Assets                               30,087,569      (65,172,420)        51,379,157      (20,443,085)
NET ASSETS
Beginning of Period                        243,772,794       308,945,214       138,337,198       158,780,283
                                       ---------------------------         ---------------------------
End of Period                             $273,860,363      $243,772,794      $189,716,355      $138,337,198
                                       ===========================         ===========================
Accumulated Undistributed Net
   Investment Income Included in
   Net Assets at End of Period                      $0                $0                $0                $0

FUND SHARE TRANSACTIONS
Shares Sold                                 25,580,808        55,009,097        14,088,432        13,786,356
Shares Issued from Reinvestment
   of Distributions                          1,607,744         2,432,595           788,746         1,961,637
                                       ---------------------------         ---------------------------
                                            27,188,552        57,441,692        14,877,178        15,747,993
Shares Repurchased                        (21,408,861)      (63,431,573)       (6,703,019)      (16,727,058)
                                       ---------------------------         ---------------------------
Net Increase (Decrease) in
   Fund Shares                               5,779,691       (5,989,881)         8,174,159         (979,065)
                                       ===========================         ===========================
<FN>
See Notes to Financial Statements
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Statement of Changes in Net Assets (Continued)


                                                              Short-Term                     U.S. Government
                                                               Bond Fund                     Securities Fund

                                            Six-Months            Period        Six-Months              Year
                                                 Ended             Ended             Ended             Ended
                                           February 28         August 31       February 28         August 31
                                                  1995              1994              1995              1994
                                             UNAUDITED          (Note 1)         UNAUDITED
<S>                                           <C>               <C>             <C>               <C>    

OPERATIONS
Net Investment Income                         $266,225          $351,973        $1,042,061        $1,803,728
Net Realized Loss on Investment
   Securities                                 (25,912)         (287,314)       (1,070,248)         (655,475)
Change in Net Appreciation
   (Depreciation) of Investment
   Securities                                  (6,110)         (149,695)           950,958       (3,406,957)
                                       ---------------------------         ---------------------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS                      234,203          (85,036)           922,771       (2,258,704)
                                       ---------------------------         ---------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                        (266,394)         (343,093)       (1,042,061)       (1,803,728)
Net Realized Gain on Investment
   Securities                                        0                 0                 0         (689,815)
                                       ---------------------------         ---------------------------
TOTAL DISTRIBUTIONS                          (266,394)         (343,093)       (1,042,061)       (2,493,543)
                                       ---------------------------         ---------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                6,943,051        23,726,787        48,400,290        58,224,960
Reinvestment of Distributions                  245,477           309,681           946,244         2,221,390
                                       ---------------------------         ---------------------------
                                             7,188,528        24,036,468        49,346,534        60,446,350
Amounts Paid for Repurchases
   of Shares                               (6,600,349)      (15,730,463)      (39,292,951)      (55,344,956)
                                       ---------------------------         ---------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                588,179         8,306,005        10,053,583         5,101,394
                                       ---------------------------         ---------------------------
Total Increase in Net Assets                   555,988         7,877,876         9,934,293           349,147
NET ASSETS
Beginning of Period                          7,877,876                 0        36,739,818        36,390,671
                                       ---------------------------         ---------------------------
End of Period                               $8,433,864        $7,877,876       $46,674,111       $36,739,818
                                       ===========================         ===========================
Accumulated Undistributed Net
   Investment Income Included in
   Net Assets at End of Period                      $0              $169                $0                $0

FUND SHARE TRANSACTIONS
Shares Sold                                    742,105         2,419,269         7,030,425         7,747,289
Shares Issued from Reinvestment
   of Distributions                             26,242            32,201           137,527           291,897
                                       ---------------------------         ---------------------------
                                               768,347         2,451,470         7,167,952         8,039,186
Shares Repurchased                           (706,286)       (1,618,615)       (5,739,660)       (7,306,328)
                                       ---------------------------         ---------------------------
Net Increase in Fund Shares                     62,061           832,855         1,428,292           732,858
                                       ===========================         ===========================
<FN>
See Notes to Financial Statements
</FN>
</TABLE>


<PAGE>


INVESCO Income Funds, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 -  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 Fund's 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 one or more 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 marketquotations 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,  or at 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 each Fund to sell a
security at a fair price and may  substantially  delay the sale of the  security
which each Fund seeks 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  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
<PAGE>
net  realized  capital  gains,  if any, to relieve it from all federal and state
income taxes and federal excise taxes.  At August 31, 1994,  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.  Net  capital  loss
carryovers utilized in 1994 by High Yield Fund amounted to $124,136.  
  High Yield, Select Income,  Short-Term Bond and U.S. Government Securities 
Funds incurred and elected to defer  post-October 31 net capital losses of 
$3,030,890, $2,019,088, $278,538 and $578,434,  respectively, to the period 
ended August 31, 1995. 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.  
  Dividends  paid  by the  Fund  from  netinvestment  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,  
nontaxable  dividends,  net  operating  losses, expiring  capital loss  carry
forwards  and deferral of wash sales. 
  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. 
  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 the  Fund  are  available  to  reimburse  the Distributor  for  
actual  expenditures  incurred  within a rolling  twelve-month period.  
For the  six-months  ended  February 28, 1995,  the High Yield,  Select
Income,   Short-Term  Bond  and  U.S.  Government   Securities  Funds  paid  the
<PAGE>
Distributor  $285,794,   $171,976,  $10,579  and  $40,162,   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 six-months ended
February 28, 1995,  the aggregate cost of purchases and proceeds from sales of
investmentsecurities (excluding all U.S. Government securities and short-term  
securities) were as follows:

Fund                                         Purchases                   Sales
High Yield Fund                           $203,151,087            $168,125,531
Select Income Fund                         119,428,567             101,992,365
Short-Term Bond Fund                                 0                 798,778

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                      $0
Select Income Fund                          37,338,315               3,467,161
Short-Term Bond Fund                         1,996,484               1,520,751
U.S. Government Securities Fund             25,019,123              19,853,171

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  28,  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                 $2,935,531        $8,949,026      $(6,013,495)
Select Income Fund               1,920,769         3,011,577       (1,090,808)
Short-Term Bond Fund                12,528           168,333         (155,805)
U.S. Government
 Securities Fund                   942,905           345,219           597,686

NOTE 5 -  TRANSACTIONS  WITH  AFFILIATES.  Certain  of the Fund's  officers  and
directors  are also  officers and directors of IFG and 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  six-months  ended  February  28,  1995,
included in Directors' Fees and Expenses in the Statement of Operations, prepaid
pension costs and accrued  pension  liability  included in prepaid  expenses and
accrued expenses,  respectively, in the Statement of Assets and Liabilities were
as follows:

                                                     Prepaid           Accrued
                                   Pension           Pension           Pension
Fund                              Expenses             Costs         Liability
High Yield Fund                       $247           $12,433           $12,680
Select Income Fund                     139             6,987             7,126
Short-Term Bond Fund                     8               417               425
U.S. Government
 Securities Fund                        36             1,796             1,832



<PAGE>

<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

                                                  Six-Months        Year      Period
                                                       Ended       Ended       Ended
                                                 February 28   August 31   August 31         Year Ended December 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)

High Yield Fund

PER SHARE DATA
Net Asset Value --
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
   
Beginning of Period                                 $6.73       $7.32       $6.97       $6.66       $6.00       $7.16
                                                     ------      ------      ------      --------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.34        0.62        0.39        0.64        0.70        0.83
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                     (0.18)      (0.59)        0.36        0.30        0.64      (1.14)
                                                     ------      ------      ------      --------------------------
Total from Investment Operations                        0.16        0.03        0.75        0.94        1.34      (0.31)
                                                     ------      ------      ------      --------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
   Income                                               0.34        0.62        0.40        0.63        0.68        0.85
Distributions from Capital Gains                        0.03        0.00        0.00        0.00        0.00        0.00
                                                     ------      ------      ------      --------------------------
Total Distributions                                     0.37        0.62        0.40        0.63        0.68        0.85
                                                     ------      ------      ------      --------------------------
Net Asset Value-- End of Period                        $6.52       $6.73       $7.32       $6.97       $6.66       $6.00
                                                     ======      ======      ======      ==========================

TOTAL RETURN                                          2.62%*       0.37%     11.01%*      14.53%      23.51%     (4.57%)

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                                   $273,860    $243,773    $308,945    $212,172     $99,103     $40,380
Ratio of Expenses to Average

<PAGE>


   Net Assets#                                        0.50%*       0.97%      0.97%~       1.00%       1.05%       0.94%
Ratio of Net Investment Income
   to Average Net Assets#                             5.27%*       8.70%      8.28%~       9.29%      10.57%      12.57%
Portfolio Turnover Rate                                 77%*        195%        45%*        120%         64%         28%

*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 six
months ended  February 28, 1995 and for the year ended August 31, 1994.  If such
expenses  had not been  voluntarily  absorbed,  ratio of expenses to average net
assets would have been 0.57%,  (not  annualized)  and 0.98%,  respectively,  and
ratio of net investment income to average net assets would have been 5.20%, (not
annualized) and 8.69%, respectively.
<FN>
~Annualized
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                  Six-Months        Year      Period
                                                       Ended       Ended       Ended
                                                 February 28   August 31   August 31         Year Ended December 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)

Select Income Fund

PER SHARE DATA
<S>                                                    <C>         <C>         <C>         <C>         <C>         <C>

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                                   0.23        0.47        0.33        0.52        0.53        0.59
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                       0.03      (0.43)        0.27        0.13        0.53      (0.30)
                                                     ------      ------      ------      --------------------------
Total from Investment Operations                        0.26        0.04        0.60        0.65        1.06        0.29
                                                     ------      ------      ------      --------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.23        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 Net Realized Gain on
   Investment Securities                                0.00        0.10        0.00        0.00        0.00        0.00
                                                     ------      ------      ------      --------------------------
Total Distributions                                     0.23        0.66        0.33        0.62        0.52        0.59
                                                     ------      ------      ------      --------------------------
Net Asset Value-- End of Period                        $6.21       $6.18       $6.80       $6.53       $6.50       $5.96
                                                     ======      ======      ======      ==========================

TOTAL RETURN                                          4.40%*       0.47%      9.42%*      10.38%      18.57%       4.86%

RATIOS
Net Assets-- End of Period ($000 Omitted)           $189,716    $138,337    $158,780    $123,036     $93,827     $46,423
Ratio of Expenses to Average Net Assets#              0.50%*       1.11%      1.15%~       1.14%       1.15%       1.01%
Ratio of Net Investment Income to
   Average Net Assets#                                3.84%*       7.22%      7.40%~       7.97%       8.57%       9.67%
Portfolio Turnover Rate                                 78%*        135%       105%*        178%        117%         38%

*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
six-months  ended  February 28, 1995 and the year ended August 31, 1994. If such
expenses  had not been  voluntarily  absorbed,  ratio of expenses to average net
assets would have been 0.64%,  (not  annualized)  and 1.15%,  respectively,  and
ratio of net investment income to average net assets would have been 3.70%, (not
annualized) and 7.18%, respectively.
<FN>
~Annualized
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                     Six-Months         Period
                                                          Ended          Ended
                                                    February 28      August 31
                                                           1995           1994
                                                      UNAUDITED       (Note 1)
<S>                                                   <C>             <C>       
Short-Term Bond Fund

PER SHARE DATA
Net Asset Value - Beginning of Period                     $9.46         $10.00
                                                        ------         ------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.28           0.47
Net Losses on Securities
   (Both Realized and Unrealized)                        (0.02)         (0.54)
                                                        ------         ------
Total from Investment Operations                           0.26         (0.07)
                                                        ------         ------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                       0.30           0.47
                                                        ------         ------
Net Asset Value - End of Period                           $9.42          $9.46
                                                        ======         ======

TOTAL RETURN                                             2.78%*       (0.72%)*

RATIOS
Net Assets - End of Period ($000 Omitted)                $8,434         $7,878
Ratio of Expenses to Average Net Assets#                 0.15%*         0.46%~
Ratio of Net Investment Income to
   Average Net Assets#                                   3.16%*         5.50%~
Portfolio Turnover Rate                                    30%*          169%*

*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 six
months ended February 28, 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  1.06%,  (not  annualized)  and  2.04%,   (annualized)
respectively,  and ratio of net  investment  income to average net assets  would
have been 2.25%, (not annualized) and 3.92%, (annualized) respectively.
<FN>
~Annualized
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                              Six-Months        Year      Period
                                                   Ended       Ended       Ended
                                             February 28   August 31   August 31         Year Ended December 31
                                                    1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)

U.S. Government Securities Fund

PER SHARE DATA
<S>                                                    <C>         <C>         <C>         <C>         <C>         <C>

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                                   0.23        0.41        0.28        0.46        0.48        0.53
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                     (0.03)      (0.93)        0.58      (0.04)        0.57      (0.05)
                                                     ------      ------      ------      --------------------------
Total from Investment Operations                        0.20      (0.52)        0.86        0.42        1.05        0.48
                                                     ------      ------      ------      --------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.23        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                                     0.23        0.57        0.28        0.46        0.49        0.53
                                                     ------      ------      ------      --------------------------
Net Asset Value-- End of Period                        $7.07       $7.10       $8.19       $7.61       $7.65       $7.09
                                                     ======      ======      ======      ==========================

TOTAL RETURN                                          2.88%*     (6.53%)     11.61%*       5.68%      15.56%       7.23%

RATIOS
Net Assets-- End of Period ($000 Omitted)            $46,674     $36,740     $36,391     $35,799     $29,229     $21,247
Ratio of Expenses to Average Net Assets#              0.50%*       1.32%      1.40%~       1.27%       1.27%       1.07%
Ratio of Net Investment Income to
   Average Net Assets#                                3.25%*       5.46%      5.36%~       6.08%       6.78%       7.58%
Portfolio Turnover Rate                                 64%*         95%       100%*        115%         67%         38%

*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
six-months  ended  February 28, 1995 and the year ended August 31, 1994. If such
expenses  had not been  voluntarily  absorbed,  ratio of expenses to average net
assets would have been 0.85%,  (not  annualized)  and 1.42%,  respectively,  and
ratio of net investment income to average net assets would have been 2.90%, (not
annualized) and 5.36%, respectively.
<FN>
~Annualized
</FN>
</TABLE>


<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, your 24-hour Personal Account
Line, call: 1-800-424-8085

Or write to:
INVESCO Funds Group, Inc., Distributor
7800 E. Union Avenue
Post Office Box 173706
Denver, Colorado  80217-3706

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




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