INVESCO INCOME FUNDS INC
N-30D, 1996-04-26
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SEMIANNUAL REPORT


February 29, 1996


INVESCO
INCOME
FUNDS,
INC.


Smart Choices
For Seeking
Current Income


INVESCO FUNDS


<PAGE>



Economic Overview                                                     March 1996
     1995 will long stand out as a banner year for U.S.  investors.  The S&P 500
achieved a total  return of 37.46% for the 12 months  ended  12/31/95;  only the
fourth time in fifteen years the broad market  returned  over 25%.  Fixed-income
markets followed suit, with the Lehman  Government/Corporate  Bond Index gaining
19.24%.(1)
      These spectacular results were influenced by a number of positive economic
factors.  Inflation was low at a mere 2.8%, unemployment was down, and growth in
Gross Domestic Product slowed to apparently sustainable levels. In addition, the
Federal Reserve Board appeared to take a pro-growth stand,  easing rates by .50%
during the second half of 1995.
      In 1996,  however, a repeat performance  appears unlikely.  During January
and  February,  the  stock and bond  markets  whipsawed  in the wake of  stalled
federal  budget  negotiations.  For the first two months of 1996,  the Dow Jones
Industrial  Average  advanced  7.60%.(1)  However,  in response to political and
economic  uncertainty,  it had swung up and down more than 50 points 24 times by
the end of February, versus 29 times for all of 1995.
      Bond  markets  also   experienced  the  general   political  and  economic
uncertainty. The Lehman Government/ Corporate Bond Index showed a negative 2.12%
return in February, despite a further short-term interest-rate reduction of .25%
on January 31.
      It seems likely that,  over the  short-term,  the securities  markets will
continue to provide roller-coaster  returns.  However, while a budget settlement
in Washington remains  uncertain,  it is expected that the Federal Reserve Board
will continue to gradually ease short-term  interest rates during the year. As a
result, we anticipate a slow growth trend for the economy,  as well as the stock
and bond markets, during 1996.

/s/ R. Dalton Sim
- ---------------------
R. Dalton Sim
Chairman and President
INVESCO Trust Company



<PAGE>



INVESCO Income Funds
      The line graphs on the following  pages  illustrate the value of a $10,000
investment  in  each  fund,   plus   reinvested   dividends  and  capital  gains
distributions, if any, for the indicated periods ended 2/29/96.(2)
      The charts and other  total  return  figures  cited  reflect  each  fund's
operating  expenses,  but the  indexes do not have  expenses,  which  would,  of
course, have lowered their performance.

                              Select Income Fund
                       Average Annualized Total Return
                               as of 2/29/96(2)

                           1 year                       15.07%
                           -----------------------------------
                           5 years                      10.78%
                           -----------------------------------
                           10 years                      8.89%
                           -----------------------------------


Select Income Fund
      Based on  risk-adjusted  total  return,  independent  mutual fund  analyst
Morningstar  awarded INVESCO Select Income Fund its highest rating,  five stars,
for the three-,  five- and 10-year  periods ended 2/29/96 among 397 funds in the
General Corporate Fund category.(4) The fund had a total return of 5.38% for the
six-month period ended  2/29/96,(2)  compared to a total return of 4.13% for the
Lehman Government/Corporate Index for the same period.(1)

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 2/29/96.

Strategic Overview
      Select Income Fund is managed to pursue a strong combination of income and
capital  appreciation.  We seek this goal through a unique  "barbell"  portfolio
structure.  Almost 40% of the  portfolio  is  invested in  AAA-rated  government
securities,  in an effort to provide the portfolio with stability. The remainder
is invested  primarily in  below-investment  grade corporate  bonds,  generating
higher current income with the potential for capital appreciation.  Since recent
market conditions have left investment-grade corporate bonds offering relatively
unattractive returns, currently they are not prominent in the portfolio.
      We focus on a  variety  of  opportunities  for price  appreciation  in the
fund's holdings. One has been cyclical companies with "near-death  experiences."
Having  survived  bankruptcy and appearing to successfully  restructure  balance
sheets and reduce debt, companies such as USG Corp have seen ratings improvement
and subsequent price appreciation.

<PAGE>

      Special   situations   provide  another  growth  prospect.   For  example,
Cablevision  Industries  held a below  investment-grade  rating,  even after its
acquisition by Time Warner. When the ratings caught up with the acquisition, the
bond realized significant appreciation.
      In addition to growth potential in the broad fixed-income  market, we have
found that  conditions  within certain sectors  present  opportunities  as well.
Cable television,  telecommunications and broadcasting are currently attractive,
due to improving creditworthiness and takeover activity.
      The fund's average duration (excluding cash and equivalents) as of 2/29/96
was 6.5  years,  at the long  end of its  normal  range of four to seven  years.
Though the bond market has been volatile in recent weeks,  this  lengthening has
allowed the fund to maximize capital appreciation during the longer-term general
bull market for bonds.
      The success of this strategy can be seen when comparing Select Income Fund
to its peers in the Corporate Debt BBB category as measured by Lipper Analytical
Services. For the three months ended 2/29/96,  Select Income achieved a positive
1.36% total return, compared to an average negative .16% for the category. These
returns are historically  consistent,  with the fund  outperforming  the average
total return over the various  periods  ended the same date,  with 15.07% versus
13.47% (one year),  8.27% versus 7.03% (three  years),  and 10.78% versus 10.03%
(five years).  For the ten-year period,  Select Income returned 8.89%,  tracking
closely with the peer group average of 8.97%.(2,3)

High Yield Fund

                               High Yield Fund
                       Average Annualized Total Return
                               as of 2/29/96(2)

                           1 year                       17.82%
                           -----------------------------------
                           5 years                      12.63%
                           -----------------------------------
                           10 years                      9.24%
                           -----------------------------------

      Independent  mutual fund analyst  Morningstar  awarded  INVESCO High Yield
Fund four out of five stars for the five-year  period ended  2/29/96,  among 145
funds in the Corporate High Yield Fund  category.  For the 10-year  period,  the
fund was also awarded four stars, and three stars for the three-year  period.(4)
The fund had a total return of 8.81% for the six-month period ended  2/29/96,(2)
significantly  outperforming  a total return of 5.12% for the Merrill Lynch High
Yield Master Index for the same period.(1)




<PAGE>



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 Merrill Lynch High Yield Master Index,  assuming in each
      case reinvestment of all dividends and capital gain distributions, for the
      ten year period ended 2/29/96.

Strategic Overview
      High Yield  Fund's  strong  total  return  over the past six months can be
attributed to its focus on  below-investment  grade corporate bonds,  which have
presented significant potential for both growth and income in recent months.
      While the portfolio is broadly diversified across a variety of sectors, we
have found particular opportunities within the cable television and broadcasting
industries,  both in the U.S. and the United Kingdom. Recent  telecommunications
legislation has relaxed ownership requirements in both regions, opening the door
to  significant  merger and  acquisition  potential.  Other areas which provided
similar  merger and  acquisition  opportunities  included  energy  companies and
casinos.
      These  consolidations can potentially benefit the fund's performance.  For
example,  small,  regional  companies often have  below-investment  grade credit
ratings.  However,  these same companies are prime acquisition targets for major
national  companies  like AT&T.  We select bonds from  companies  which are both
attractive  on their own merit,  and also  likely  takeover  candidates.  When a
takeover does occur, the company rating is typically upgraded to that of the new
parent,  increasing  the value of the bond and  providing  capital  gains to the
fund.
      Since  fine-tuning  our  strategy  in 1994,  High Yield Fund has turned in
strong returns, achieving 17.82% versus an average 16.18% for High Current Yield
Funds  for the 12  months  ended  2/29/96,  as  measured  by  Lipper  Analytical
Services.  For the  five-year  period,  the  Lipper  category  averaged a 15.12%
return, and for 10-years, 9.24%.(3)
      The fund's average duration (excluding cash and equivalents) as of 2/29/96
was 5.5 years.  This  relatively long period,  compared to the typical  category
range of four to seven years,  provided  maximum  exposure to 1995's bull market
for bonds.  While the market has been  volatile  so far in 1996,  we continue to
believe that rates will trend downward throughout the year, and are not planning
to shorten the portfolio.




<PAGE>



U.S. Government Securities Fund

                       U.S. Government Securities Fund
                       Average Annualized Total Return
                               as of 2/29/96(2)

                           1 year                       12.91%
                           -----------------------------------
                           5 years                       7.81%
                           -----------------------------------
                           10 years                      7.02%
                           -----------------------------------

      INVESCO  U.S.   Government   Securities  Fund  had  a  total  return  of
3.38%  for  the  six-month   period  ended   2/29/96,(2)   exceeding  a  total
return  of  2.9%  for  the  Lehman   Long   Government   Bond  Index  for  the
same period.(1)

Strategic Overview
      With an average  duration of 8.2 years  (excluding cash and  equivalents),
U.S. Government Securities Fund is structured to react strongly to interest rate
fluctuation.  This relatively long duration makes the fund especially responsive
to the fluctuations in interest rates, with the result that, during falling rate
environments,  the fund  will  typically  achieve  strong  correlative  returns.
Conversely,  when rates rise, U.S. Government  Securities Fund would be expected
to reflect this activity with a drop in value.

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 Long Government Bond Index, assuming in
      each case  reinvestment  of all dividends and capital gain  distributions,
      for the ten year period ended 2/29/96.

      As a result of this interest-sensitive  structure,  the fund significantly
outperformed  its peers during  1995's bull bond market,  with a total return of
12.91% for the 12 months ended 2/29/96,  compared to the General U.S. Government
Fund average of 10.80% as reported by Lipper  Analytical  Services.(3) (The fund
returned 7.81% versus the 7.59% category  average total return for the five-year
period, and 7.02% versus 7.57% average total return for the ten-year period.)

Short-Term Bond Fund
      INVESCO Short-Term Bond Fund had a total return of 3.08% for the six-month
period  ended  2/29/96,(2)  compared  to a total  return of 3.1% for the  Lehman
Intermediate Government/Corporate Bond Index for the same period.(1)




<PAGE>



Strategic Overview
      As of 2/29/96,  Short-Term Bond Fund had an average  duration without cash
and equivalents of 2.3 years. This extremely low measure of volatility  reflects
our  philosophy of providing a vehicle with lower risk (and, as a result,  lower
returns) than long-term  income funds,  with higher expected  returns (and risk)
than  money  market  funds  (whose  share  price  is  expected,  but  cannot  be
guaranteed, to remain stable).
      In February 1996, Short-Term Bond Fund was authorized by your fund's Board
of Directors to begin allocating up to 15% of the portfolio to  below-investment
grade bonds.  Although  this will increase  credit and market risks,  we believe
that  careful   selection  of  high  yield   issuers  will  enhance  the  fund's
performance, potentially generating greater monthly income, as well as increased
opportunity for capital appreciation.

                             Short-Term Bond Fund
                       Average Annualized Total Return
                               as of 2/29/96(2)

                           1 year                        7.48%
                           -----------------------------------
                           Since inception (10/93)       3.89%
                           -----------------------------------

      We have limited the fund's exposure to investment-grade corporate debt, in
recognition  that  current  yields  are not high  enough  relative  to  Treasury
certificates to offset their greater risk.  However,  our "barbell" structure is
again providing above-average stability,  with more than 40% of the portfolio in
government obligations at period-end.

Looking Forward

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  Intermediate  Government/Corporate  Bond Index,
      assuming in each case  reinvestment  of all  dividends  and  capital  gain
      distributions,  for the ten year period  from  inception  (10/93)  through
      2/29/96.

      While  political  and  economic  concerns  have driven  rates up in recent
months,  we continue to believe that the long-term  trend is for Federal Reserve
Board  easing.  Therefore,  we believe that bond markets may continue to provide
positive returns throughout 1996.  However, in recognition of recent volatility,
we have taken  steps to protect the  longer-term  portfolios,  while  seeking to
maximize returns.
      In our U.S. Government Securities Fund, we have strengthened our defensive
posture by  increasing  exposure to  mortgage-backed  securities.  These  agency
obligations  provide a return above  Treasury  certificates,  better  helping to
cushion the fund's NAV against sudden rate increases than would be the case with
positioning exclusively in Treasury bonds.

<PAGE>


      In the Select  Income  and High Yield  funds,  we have been  reducing  our
exposure to bonds offering yields below 9%; should  interest rates rise,  higher
yielding  securities would retain more of their value. In addition,  we continue
to closely  monitor the  behavior  of each  company's  stock,  as this can be an
indicator of potential bond behavior -- both positive and negative.
      These  defensive  measures  left  us  in a  strong  relative  position  to
withstand   February's  market  unrest,  and  we  anticipate   continuing  these
strategies throughout this volatile market period.

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

(1) The  S&P  500  and  Dow  Jones  Industrial  Average  are  unmanaged  indexes
considered representative of the performance of the broad U.S. stock market. The
Lehman  Government/Corporate  Bond Index is an unmanaged index representative of
the broad fixed-income market. The Lehman Government/Corporate Intermediate Bond
Index reflects  performance of bonds with maturities of 3 - 10 years. The Lehman
Long Government Bond Index reflects the long-term  Treasury market.  The Merrill
Lynch High Yield Master Index reflects  performance  of lower quality  corporate
debt.

(2)  Total  return   assumes   reinvestment   of  dividends   and  capital  gain
distributions for the periods  indicated.  Investment return and principal value
will fluctuate so that, when redeemed, an investor's shares may be worth more or
less than when  purchased.  Of course,  past  performance  is not a guarantee of
future results.

(3) Lipper Analytical Services is an independent analyst ranking funds according
to their total return performance, disregarding sales charges.

(4)  Morningstar   proprietary   ratings  reflect   historical   risk-  adjusted
performance as of 2/29/96,  and are subject to change each month.  These ratings
are calculated from the fund's 3-, 5-, and 10-year average annual returns (based
on available track records) in excess of 90-day  Treasury bill returns.  The top
10% of funds in an investment category receive 5 stars; the next 22.5% receive 4
stars; the next 35%, 3 stars.


<PAGE>



INVESCO Income Funds, Inc.
Statement of Investment Securities
February 29, 1996
UNAUDITED
<TABLE>
<CAPTION>
                                          Country      Shares or
                                          Code if      Principal
Description                                Non US         Amount           Cost          Value
- ----------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>
HIGH YIELD Fund
FIXED INCOME SECURITIES 92.41%
Corporate Bonds 92.41%
AEROSPACE & DEFENSE 1.63%
BE Aerospace, Sr Sub Notes^,
   9.875%, 2/1/2006                                   $2,900,000     $2,900,000     $2,965,250
Rohr Inc, Sr Notes, 11.625%,
   5/15/2003                                           2,500,000      2,683,125      2,737,500
                                                                    --------------------------
                                                                      5,583,125      5,702,750
                                                                    --------------------------
AUTOMOBILE RELATED 1.53%
Harvard Industries, Sr Notes,
   11.125%, 8/1/2005                                   2,000,000      2,000,000      2,120,000
Venture Holdings Trust, Sr Sub
   Notes, 9.750%, 4/1/2004                            $3,950,000      3,412,835      3,239,000
                                                                    --------------------------
                                                                      5,412,835      5,359,000
                                                                    --------------------------
BROADCASTING 10.44%
Allbritton Communications,
   Sr Sub Deb, 11.500%, 8/15/2004                      5,185,000      5,462,456      5,522,025
Benedek Broadcasting, Sr Secured
   Notes, 11.875%, 3/1/2005                            6,950,000      7,191,875      7,436,500
Chancellor Radio Broadcasting,
   Sr Exchangeable Pfd
   12.250%, 2/15/2008**^                               3,900,000      3,900,000      3,894,692
   Sr Sub Notes, 9.375%, 10/1/2004                     5,900,000      5,900,000      5,767,250
EZ Communications, Sr Sub Notes,
   9.750%, 12/1/2005                                   3,900,000      3,869,151      3,861,000
Granite Broadcasting, Sr Sub Notes,
   Series A, 10.375%, 5/15/2005                        3,900,000      4,017,000      4,007,250
Sullivan Broadcasting, Sr Sub Notes,
   10.250%, 12/15/2005                                 3,400,000      3,400,000      3,485,000
Telemundo Group, Sr Discount
   Step-Up Notes, 7.000%^^, 2/15/2006                  2,900,000      2,647,653      2,642,625
                                                                    --------------------------
                                                                     36,388,135     36,616,342
                                                                    --------------------------
BUILDING & CONSTRUCTION PRODUCTS 0.12%
USG Corp, Deb, 8.750%, 3/1/2017                          400,000        407,000        406,000
BUSINESS SERVICES 2.27%
Alamo Rent-A-Car, Sr Notes,
   11.750%, 1/31/2006                                  8,000,000      8,000,000      7,960,000
                                                                    --------------------------
CABLE TELEVISION 17.52%
CF CABLE TV, Gtd Sr Secured
   1st Priority Notes, 9.125%,
   7/15/2007                                   CA      3,000,000      3,135,000      3,105,000
Cablevision Industries, Sr Deb,
   Series B, 9.250%, 4/1/2008                          7,027,000      7,088,743      7,703,349



<PAGE>



Cablevision Systems, Depositary
   Shrs, Series L Pfd **^
   11.125%, 4/1/2008                                   5,100,000      5,100,000      5,235,348
Comcast Cable Partners Ltd, Sr
   Discount Step-Up Deb
   Zero Coupon^^, 11/15/2007                   UK      7,900,000      4,880,147      4,740,000
International CableTel, Sr Deferred
   Step-Up Notes, Series A^
   Zero Coupon^^, 2/1/2006                            13,100,000      7,560,636      7,794,500
Jones Intercable, Sr Sub Deb,
   10.500%, 3/1/2008                                   2,000,000      2,065,000      2,205,000
Marcus Cable LP/Marcus Cable
   Capital II, Sr Sub Gtd Discount
   Notes, 11.875%, 10/1/2005                           8,230,000      8,956,220      8,980,988
  Step-Up Notes, Zero Coupon^^,
   12/15/2005                                          3,500,000       2,109,75      2,345,000
Rifkin Acquisition Partners LLLP,
   Sr Sub Notes^, 11.125%, 1/15/2006                   2,900,000       2,900,00      2,972,500
United International Holdings,
   Sr Secured Discount Notes
   Zero Coupon, 11/15/1999                             6,145,000      4,007,278      3,994,250
Viacom Inc, Sub Deb, 8.000%,
   7/7/2006                                            6,000,000      6,083,846      5,937,234
Videotron Holdings PLC, Sr Discount
   Step-Up Notes, Zero Coupon^^
   7/1/2004                                    UK      5,360,000      3,777,112      3,939,600
   8/15/2005                                   UK      3,900,000      2,566,183      2,535,000
                                                                    --------------------------
                                                                     60,229,916     61,487,769
                                                                    --------------------------
CHEMICALS 3.13%
NL Industries, Sr Secured Discount
   Step-Up Notes Zero Coupon^^,
   10/15/2005                                          6,950,000      5,439,178      5,421,000
Rexene Corp, Sr Notes, 11.750%,
   12/1/2004                                           5,365,000      5,693,975      5,579,600
                                                                    --------------------------
                                                                     11,133,153     11,000,600
                                                                    --------------------------
CONTAINERS 2.79%
Stone Container, Sr Notes
   11.500%, 10/1/2004                                  6,900,000      6,927,500      6,908,625
  9.875%, 2/1/2001                                     3,000,000      2,911,157      2,898,750
                                                                    --------------------------
                                                                      9,838,657      9,807,375
                                                                    --------------------------
COSMETICS & TOILETRIES 0.57%
JB Williams Holdings, Sr Notes,
   12.000%, 3/1/2004                                   2,000,000      1,928,881      1,995,000
                                                                    --------------------------
ELECTRONICS 0.80%
Zenith Electronics, Conv Sub Notes,
   6.250%, 4/1/2011                                    4,159,000      3,069,945      2,817,723
                                                                    --------------------------
MANUFACTURING 0.92%
JB Poindexter, Sr Notes,
   12.500%, 5/15/2004                                  4,000,000      4,005,000      3,220,000
                                                                    --------------------------
OFFICE EQUIPMENT 1.12%
Dictaphone Corp, Sr Sub Notes,
   11.750%, 8/1/2005                                   3,900,000      3,900,000      3,919,500
                                                                    --------------------------


<PAGE>



OIL & GAS RELATED 5.59%
Dual Drilling, Sr Sub Notes,
   9.875%, 1/15/2004                                   4,575,000      5,048,375      5,043,937
Gulf Canada Resources Ltd,
   Sr Sub Deb 9.625%, 7/1/2005                 CA      2,300,000      2,281,968      2,432,317
   9.250%, 1/15/2004                           CA      4,550,000      4,552,000      4,777,500
TransTexas Gas, Sr Secured Notes,
   11.500%, 6/15/2002                                  7,225,000      7,483,844      7,369,500
                                                                    --------------------------
                                                                     19,366,187     19,623,254
                                                                    --------------------------
PAPER & PAPER PRODUCTS 11.75%
APP International Finance BV,
   Gtd Secured Notes
   11.750%, 10/1/2005                          SN      5,850,000      5,842,750      5,820,750
Crown Paper, Sr Sub Notes,
   11.000%, 9/1/2005                                   3,900,000      3,764,110      3,627,000
Gaylord Container, Sr Sub
   Discount Step-Up Deb
   Zero Coupon^^, 5/15/2005                            6,950,000      6,873,115      7,210,625
RAPP International Finance BV,
   Gtd Secured Notes
   13.250%, 12/15/2005                         ID      3,000,000      2,920,818      2,985,000
Repap New Brunswick, 2nd Priority
   Sr Secured Notes
   10.625%, 4/15/2005                          CA      5,450,000      5,479,250      5,286,500
Repap Wisconsin, 2nd Priority Sr
   Secured Notes, 9.875%, 5/1/2006                     2,250,000      2,020,613      2,154,375
SD Warren, Sr Sub Notes, Series B,
   12.000%, 12/15/2004                                 6,900,000      7,506,000      7,383,000
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                           CA      7,190,000      6,990,616      6,758,600
                                                                    --------------------------
                                                                     41,397,272     41,225,850
                                                                    --------------------------
PRINTING & PUBLISHING 2.26%
American Media Operations,
   Sr Sub Notes, 11.625%, 11/15/2004                   2,900,000      3,023,250      3,030,500
Hollinger International Publishing,
   Gtd Sr Sub Notes
   9.250%, 2/1/2006                            CA      4,900,000      4,900,000      4,912,250
                                                                    --------------------------
                                                                      7,923,250      7,942,750
                                                                    --------------------------
RECREATION PRODUCTS & SERVICES 6.44%
Cobb Theatres, Sr Secured Notes^,
   10.625%, 3/1/2003                                   1,500,000      1,500,000      1,500,000
Empress River Casino Finance,
   Gtd Sr Notes, 10.750%, 4/1/2002                     5,900,000      5,945,125      6,136,000
Hollywood Casino, Gtd Sr Secured
   Notes, 12.750%, 11/1/2003                           2,500,000      2,383,465      2,387,500
Plitt Theatres, Gtd Sr Sub Notes,
   10.875%, 6/15/2004                                  2,000,000      1,885,301      2,040,000
Six Flags Theme Parks, Sr Sub
   Discount Step-Up Notes, Series A
   Zero Coupon^^, 6/15/2005                            6,850,000      5,491,285      5,754,000
Trump Hotels & Casino Resorts
   Holdings LP/Trump Hotels & Casino
   Resorts Funding, Sr Secured Notes,
   15.500%, 6/15/2005                                  4,245,000      4,254,000      4,786,237
                                                                    --------------------------
                                                                     21,459,176     22,603,737
                                                                    --------------------------

<PAGE>



RENTAL EQUIPMENT 1.49%
Primeco Inc, Sr Sub Notes,
   12.750%, 3/1/2005                                   4,900,000      5,030,250      5,243,000
                                                                    --------------------------
RETAIL 4.13%
Pathmark Stores, Sr Sub Notes,
   9.625%, 5/1/2003                                    2,000,000      1,952,771      1,935,000
Penn Traffic, Sr Notes,
   8.625%, 12/15/2003                                  3,900,000      3,448,280      3,617,250
Samsonite Corp, Sr Sub Notes,
   Series B, 11.125%, 7/15/2005                        2,950,000      2,858,431      2,905,750
Smitty's Super Valu, Sr Sub Notes^,
   12.750%, 6/15/2004                                  2,500,000      2,500,000      2,700,000
TPI Enterprises, Gtd Conv Sub Deb,
   8.250%, 7/15/2002                                   3,758,000      3,625,930      3,344,620
                                                                    --------------------------
                                                                     14,385,412     14,502,620
                                                                    --------------------------
STEEL 0.73%
WCI Steel, Sr Notes, Series B,
   10.500%, 3/1/2002                                   2,500,000      2,528,750      2,550,000
                                                                    --------------------------
TELECOMMUNICATIONS 13.36%
Brooks Fiber Properties,
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 3/1/2006                             3,750,000      2,206,204      2,235,937
Centennial Cellular, Sr Notes,
   8.875%, 11/1/2001                                   5,500,000      5,037,632      5,424,375
Comcast Cellular, Sr Participation
   Redeemable Notes Series A,
   Zero Coupon, 3/5/2000                               1,000,000        776,034        755,000
   Series B, Zero Coupon, 3/5/2000                     5,400,000      4,140,891      4,077,000
CommNet Cellular, Sr Sub Discount
   Step-Up Notes Zero Coupon^^,
   9/1/2003                                            8,000,000      6,536,421      6,440,000
IntelCom Group, Gtd Sr Discount
   Step-Up Notes, Zero Coupon^^
   9/15/2005                                           4,400,000      2,378,016      2,849,000
MFS Communications, Sr Discount
   Step-Up Notes, Zero Coupon^^
   1/15/2004                                           4,000,000      3,225,665      3,125,000
   1/15/2006                                          15,000,000      9,825,802      9,768,750
Mobile Telecommunication
   Technologies, Sr Sub Discount
   Notes 13.500%, 12/15/2002                           4,150,000      4,698,250      4,492,375
NEXTEL Communications, Sr
   Redeemable Discount Step-Up
   Notes Zero Coupon^^, 8/15/2004                      7,900,000      4,230,201      4,680,750
Rogers Communications, Sr Notes,
   9.125%, 1/15/2006                           CA      3,000,000      2,988,750      3,015,000
                                                                    --------------------------
                                                                     46,043,866     46,863,187
                                                                    --------------------------
TRANSPORTATION 2.99%
Stena AB, Sr Notes, 10.500%,
   12/15/2005                                  SW      3,900,000      3,900,000      3,997,500
Teekay Shipping, Gtd 1st Pfd Ship
   Mortgage Notes, 8.320%, 2/1/2008                    2,000,000      2,000,000      1,992,500
Viking Star Shipping, Gtd 1st Pfd
   Ship Mortgage Notes
   9.625%, 7/15/2003                                   4,300,000      4,534,000      4,504,250
                                                                    --------------------------
                                                                     10,434,000     10,494,250
                                                                    --------------------------


<PAGE>



UTILITIES 0.83%
Long Island Lighting, Deb, 9.000%,
   11/1/2022                                           3,000,000      2,977,500      2,897,061
                                                                    --------------------------
TOTAL FIXED INCOME SECURITIES                                       321,442,310    324,237,768
                                                                    --------------------------
COMMON STOCKS 0.00%
RETAIL 0.00%
Smitty's Supermarkets Class B*@^                           2,500              0              0
                                                                    --------------------------
PREFERRED STOCKS 0.81%
ELECTRICAL EQUIPMENT 0.81%
BCP/Essex Holdings, 15%, Series B,
   Cum Redeemable Exchangable Pfd                        110,049      2,648,550      2,861,280
                                                                    --------------------------
OTHER SECURITIES 5.68%
CABLE TELEVISION 1.44%
Australis Media Ltd,  Units (Each unit
   consists of one $1,000 face amount
   Sr Sub Discount Step-Up Note, Zero
   Coupon^^, 5/15/2003 and 1 wrnt
   to buy 57.721 shrs of cmn stock)            AS          1,950      1,427,796      1,384,500
Wireless One, Units (Each unit consists
   of one  $1,000  face  amount Sr Note
   13.000%, 10/15/2003 and 3 wrnts to buy
   equal number of shrs of cmn stock)                      3,400      3,400,000      3,672,000
                                                                    --------------------------
                                                                      4,827,796      5,056,500
                                                                    --------------------------
RECREATION PRODUCTS & SERVICES 0.69%
Casino America, Units (Each unit
   consists of one $1,000 face amount
   1st Mortgage Note,
   11.500%, 11/15/2001 and 3.263
   wrnts to buy 1.5 shrs of cmn stock)                     2,475      2,444,063      2,400,750
                                                                    --------------------------
TELECOMMUNICATIONS 3.55%
CS Wireless Systems, Units^
   (Each unit  consists of four $1,000
   face amount Sr Discount  Step-Up  Notes,
   Zero Coupon^^,
   3/1/2006 and 1.1 shrs of cmn stock)                    11,800      6,784,587      6,667,000
GST Telecommunications, Units^
   (Each unit  consists of eight $1,000 face
   amount Sr Discount  Step-Up  Notes,
   Zero  Coupon^^,  12/15/2005  and one $1,000
   face amount Conv Sr Sub  Discount
   Step-Up Note Zero Coupon^^,
   12/15/2005)                                             4,950      2,604,995      3,245,002
InterCel Inc,  Units  (Each unit  consists of
   ten $1,000 face amount Sr Discount
   Step-Up Notes, Zero Coupon^^, 2/1/2006 and 32
   wrnts to buy 1 shr of cmn stock)                        4,400      2,480,378      2,552,000
                                                                    --------------------------
                                                                     11,869,960     12,464,002
                                                                    --------------------------
TOTAL OTHER SECURITIES                                               19,141,819     19,921,252
                                                                    --------------------------


<PAGE>



SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 1.10%
FINANCE RELATED 1.10%
Associates Corp of North America,
   5.400%, 3/1/1996                                    3,865,000      3,865,000      3,865,000
                                                                    --------------------------
TOTAL INVESTMENT SECURITIES 100.00%
   (Cost for Income Tax Purposes
   $347,162,679)                                                    347,097,679    350,885,300
                                                                    ==========================

SELECT  INCOME Fund
FIXED INCOME  SECURITIES  96.86%
US  Government  Obligations 18.75%
US Treasury Bonds
   7.625%, 2/15/2025                                  20,000,000     23,105,156     22,662,500
US Treasury Notes
   6.500%, 5/15/2005                                  12,000,000     12,229,453     12,288,732
   6.500%, 8/15/2005                                  14,000,000     14,100,000     14,328,104
                                                                    --------------------------
TOTAL US GOVERNMENT OBLIGATIONS                                      49,434,609     49,279,336
                                                                    --------------------------
US Government Agency Obligations 21.19%
Federal Home Loan Mortgage, Gold,
   Participation Certificates
   7.500%, 10/1/2024                                   2,994,854      2,855,406      3,022,973
   7.000%, 4/1/2008                                    5,244,113      5,104,816      5,285,746
   7.000%, 4/1/2024                                    4,824,554      4,543,373      4,771,093
   7.000%, 5/1/2024                                    9,217,805      8,658,055      9,115,662
   7.000%, 6/1/2024                                    4,559,824      4,284,097      4,509,297
   6.500%, 6/1/2010                                    2,795,186      2,774,222      2,773,436
   6.500%, 10/1/2010                                   4,825,513      4,774,996      4,774,020
Federal National Mortgage Association,
   Gtd Pass-Through Certificates,
   7.500%, 12/1/2024                                   2,894,282      2,712,032      2,918,822
Government National Mortgage
   Association I Modified
   Pass-Through Certificates
   7.500%, 5/15/2022                                   4,690,162       4,434,40      4,751,130
   7.500%, 10/15/2023                                  1,724,053      1,593,133      1,745,223
   7.500%, 11/15/2023                                  9,088,739      8,601,749      9,200,340
   7.500%, 5/15/2024                                   2,809,604      2,608,981      2,837,700
                                                                    --------------------------
TOTAL US GOVERNMENT
   AGENCY OBLIGATIONS                                                52,945,262     55,705,442
                                                                    --------------------------
Corporate Bonds 56.92%
AEROSPACE & DEFENSE 1.02%
Howmet Corp, Sr Sub Notes^,
   10.000%, 12/1/2003                                  2,500,000      2,600,625      2,675,000
                                                                    --------------------------
BROADCASTING 7.44%
Allbritton Communications
   Sr Sub Deb, 11.500%, 8/15/2004                      3,225,000      3,348,937      3,434,625
   Sr Sub Deb^, 9.750%, 11/30/2007                     2,000,000      1,990,000      1,945,000
Benedek Broadcasting, Sr Secured
   Notes, 11.875%, 3/1/2005                            3,100,000      3,175,875      3,317,000
Granite Broadcasting, Sr Sub Notes,
   Series A, 9.375%, 12/1/2005                         2,500,000      2,487,500      2,406,250
Heritage Media, Sr Sub Notes,
   8.750%, 2/15/2006                                   2,000,000      2,000,000      1,955,000



<PAGE>



Paramount Communications, Sub Deb
   Series A, 7.000%, 7/1/2003                          2,000,000      1,896,324      1,947,844
   Series B, 7.000%, 7/1/2003                          2,000,000      1,884,804      1,947,844
Young Broadcasting, Sr Sub Notes^,
   9.000%, 1/15/2006                                   2,650,000      2,630,177      2,597,000
                                                                    --------------------------
                                                                     19,413,617     19,550,563
                                                                    --------------------------
BUILDING & CONSTRUCTION PRODUCTS 3.14%
USG Corp
   Deb, 8.750%, 3/1/2017                                 500,000        508,750        507,500
   Sr Notes, 8.500%, 8/1/2005                          7,440,000      7,688,000      7,737,600
                                                                    --------------------------
                                                                      8,196,750      8,245,100
                                                                    --------------------------
CABLE TELEVISION 9.89%
CF CABLE TV, Gtd Sr Secured
   1st Priority Notes,
   9.125%, 7/15/2007                                   3,000,000      3,135,000      3,105,000
Cablevision Industries, Sr Deb,
   Series B, 9.250%, 4/1/2008                          9,860,000     10,373,171     10,809,025
Diamond Cable Communications PLC,
   Sr Discount Step-Up Notes
   Zero Coupon^^, 12/15/2005                           1,750,000      1,067,500      1,071,875
International CableTel, Sr
   Deferred Step-Up Notes, Series A^
   Zero Coupon^^, 2/1/2006                             5,200,000      3,001,169      3,094,000
Viacom Inc, Sub Deb, 8.000%,
   7/7/2006                                            8,000,000      7,996,260      7,916,312
                                                                    --------------------------
                                                                     25,573,100     25,996,212
                                                                    --------------------------
CHEMICALS 2.36%
Freeport-McMoRan Resource
   Partners LP, Sr Sub Notes
   8.750%, 2/15/2004                                   3,900,000      4,143,750      4,114,500
Rexene Corp, Sr Notes,
   11.750%, 12/1/2004                                  2,000,000      2,165,000      2,080,000
                                                                    --------------------------
                                                                      6,308,750      6,194,500
                                                                    --------------------------
HEALTH CARE RELATED 1.45%
Tenet Healthcare, Sr Notes
   9.625%, 9/1/2002                                    2,500,000      2,500,000      2,762,500
   8.625%, 12/1/2003                                   1,000,000         996,66      1,050,000
                                                                    --------------------------
                                                                      3,496,660      3,812,500
                                                                    --------------------------
INSURANCE 1.08%
Berkley (W R) Corp, Notes,
   6.250%, 1/15/2006                                   3,000,000      2,985,000      2,855,961
                                                                    --------------------------
INVESTMENT BROKERS 1.10%
Donaldson Lufkin & Jenrette,
   Medium-Term Notes
   5.625%, 2/15/2016                                   3,000,000      2,994,180      2,897,079
                                                                    --------------------------
OIL & GAS RELATED 3.28%
Dual Drilling, Sr Sub Notes,
   9.875%, 1/15/2004                                   4,000,000      4,413,000      4,410,000
Gulf Canada Resources Ltd,
   Sr Sub Deb, 9.250%, 1/15/2004                       3,000,000      3,000,000      3,150,000


<PAGE>



Louis Dreyfus Natural Gas,
   Sr Sub Notes, 9.250%, 6/15/2004                     1,000,000        959,781      1,055,000
                                                                    --------------------------
                                                                      8,372,781      8,615,000
                                                                    --------------------------
PAPER & PAPER PRODUCTS 2.59%
Bowater Inc, Deb, 9.000%, 8/1/2009                     3,448,000      4,092,509      4,001,476
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                                   3,000,000      2,983,750      2,820,000
                                                                    --------------------------
                                                                      7,076,259      6,821,476
                                                                    --------------------------
PRINTING & PUBLISHING 2.63%
Hollinger International
   Publishing, Gtd Sr Sub Notes
   9.250%, 2/1/2006                                    2,000,000      2,000,000      2,005,000
News America Holdings
   Deb, 8.500%, 2/23/2025                              1,500,000      1,499,062      1,664,137
   Sr Notes, 8.500%, 2/15/2005                         3,000,000      3,287,880      3,252,693
                                                                    --------------------------
                                                                      6,786,942      6,921,830
                                                                    --------------------------
RECREATION PRODUCTS & SERVICES 1.34%
Cobb Theatres, Sr Secured Notes^,
   10.625%, 3/1/2003                                     400,000        400,000        400,000
Empress River Casino Finance,
   Gtd Sr Notes, 10.750%, 4/1/2002                     3,000,000      3,028,750      3,120,000
                                                                    --------------------------
                                                                      3,428,750      3,520,000
                                                                    --------------------------
RETAIL 2.44%
Kroger Co, Lease Certificates,
   6.000%, 4/1/2003                                    3,650,000      2,897,629      3,212,000
Revco (D S) Inc, Sr Notes,
   9.125%, 1/15/2000                                   3,000,000      3,250,750      3,210,000
                                                                    --------------------------
                                                                      6,148,379      6,422,000
                                                                    --------------------------
SAVINGS & LOAN 0.79%
Western Financial Savings Bank,
   Sub Capital Deb, 8.500%, 7/1/2003                   2,000,000      1,943,537      2,069,870
                                                                    --------------------------
TELECOMMUNICATIONS 3.64%
Centennial Cellular,
   Sr Notes, 8.875%, 11/1/2001                         2,000,000      1,845,314      1,972,500
Comcast Cellular, Sr Participating
   Redeemable Notes, Series B
   Zero Coupon^^, 3/5/2000                             3,000,000      2,280,961      2,265,000
MFS Communications, Sr Discount
   Step-Up Notes, Zero Coupon^^
   1/15/2004                                           1,000,000        806,424        781,250
   1/15/2006                                           7,000,000      4,620,172      4,558,750
                                                                    --------------------------
                                                                      9,552,871      9,577,500
                                                                    --------------------------
TOBACCO 1.14%
RJR Nabisco
   Gtd Sr Notes, 8.750%, 4/15/2004                     2,000,000      2,053,140      2,011,180
   Notes, 8.750%, 8/15/2005                            1,000,000      1,043,200        978,273
                                                                    --------------------------
                                                                      3,096,340      2,989,453
                                                                    --------------------------


<PAGE>



TRANSPORTATION 6.85%
Delta Air Lines, Equipment
   Trust Certificates
   Series 1992C, 9.300%, 1/2/2010                      2,800,000      2,719,752      3,152,248
   Series 1992D, 9.300%, 1/2/2010                      2,175,000      2,337,422      2,448,622
Overseas Shipholding Group
   Deb, 8.750%, 12/1/2013                              1,000,000      1,067,500      1,025,010
   Notes, 8.000%, 12/1/2003                            1,000,000      1,001,590      1,008,042
Southern Pacific Railroad,
   Sr Notes, 9.375%, 8/15/2005                         4,000,000      4,358,125      4,340,000
Stena AB, Sr Notes, 10.500%,
   12/15/2005                                          2,000,000      2,000,000      2,050,000
Teekay Shipping, Gtd 1st
Preferred Ship Mortgage Notes
   8.320%, 2/1/2008                                    4,000,000      4,000,000      3,985,000
                                                                    --------------------------
                                                                     17,484,389     18,008,922
                                                                    --------------------------
UTILITIES 4.74%
Commonwealth Edison,
   1st Mortgage, Series 78
   8.375%, 10/15/2006                                  5,200,000      5,849,428      5,723,037
Long Island Lighting, Deb
   9.000%, 11/1/2022                                   5,000,000      4,962,500      4,828,435
   7.500%, 3/1/2007                                    2,000,000      1,920,337      1,905,294
                                                                    --------------------------
                                                                     12,732,265     12,456,766
                                                                    --------------------------
  TOTAL CORPORATE BONDS                                             148,191,195    149,629,732
                                                                    --------------------------
TOTAL FIXED INCOME SECURITIES                                       250,571,066    254,614,510
                                                                    --------------------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 3.14%
FINANCE RELATED 3.14%
American Express Credit,
   5.430%, 3/1/1996                                    8,242,000      8,242,000      8,242,000
                                                                    --------------------------
TOTAL INVESTMENT SECURITIES 100.00%                                258,813,066#    262,856,510
                                                                   ===========================

SHORT-TERM  BOND  Fund
FIXED  INCOME  SECURITIES  63.70%
US  Government  Agency Obligations 43.45%
Federal Home Loan Mortgage,
   Gold, Participation Certificates
   7.000%, 6/1/2009                                    1,384,813      1,373,994      1,395,959
   6.500%, 9/1/2010                                    1,464,516      1,450,786      1,448,888
   6.500%, 1/1/2011                                      993,745        993,745        983,141
                                                                    --------------------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS                             3,818,525      3,827,988
                                                                    --------------------------
Corporate Bonds 20.25%
FINANCE RELATED 15.73%
Chrysler Financial, Notes, 6.500%,
   6/15/1998                                             470,000        478,482        476,069
Ford Motor Credit, Medium-Term
   Notes, 5.675%, 2/1/1999                               450,000        449,820        449,503
General Motors Acceptance, Notes,
   7.750%, 4/15/1997                                     450,000        462,537        460,387
                                                                    --------------------------
                                                                      1,390,839      1,385,959
                                                                    --------------------------

<PAGE>



LEASING COMPANIES 4.52%
United States Leasing International,
   Medium-Term Notes
   4.847%, 11/16/1998                                    400,000        399,940        397,545
                                                                    --------------------------
   TOTAL CORPORATE BONDS                                              1,790,779      1,783,505
                                                                    --------------------------
TOTAL FIXED INCOME SECURITIES                                         5,609,304      5,611,492
                                                                    --------------------------
SHORT-TERM  INVESTMENTS  36.30%
Corporate Bonds 16.91%
BUSINESS  SERVICES 2.17%
Tenneco Credit, Sr Notes, 9.250%,
   11/1/1996                                             187,000        206,111        191,076
                                                                    --------------------------
FINANCE RELATED 4.02%
AVCO Financial Services, Notes,
   7.500%, 11/15/1996                                    350,000        374,865        354,649
                                                                    --------------------------
INVESTMENT BROKERS 4.52%
Merrill Lynch & Co, Notes,
   5.000%, 12/15/1996                                    400,000        396,071        398,357
                                                                    --------------------------
UTILITIES 6.20%
Detroit Edison, 1st Mortgage,
   6.000%, 12/1/1996                                     296,000        296,369        295,990
Jersey Central Power & Light,
   1st Mortgage, 6.125%, 8/1/1996                        250,000        251,912        249,994
                                                                    --------------------------
                                                                        548,281        545,984
                                                                    --------------------------
   TOTAL CORPORATE BONDS                                              1,525,328      1,490,066
                                                                    --------------------------
Repurchase Agreements 19.39%
Repurchase Agreement with State
   Street Bank & Trust Co dated 2/29/1996
   due 3/1/1996 at 5.300%, repurchased at
   $1,708,251 (Collateralized by US
   Treasury Bonds due 2/15/2015 at 11.250%,
   value $1,755,528)                                   1,708,000      1,708,000      1,708,000
                                                                    --------------------------
TOTAL SHORT-TERM INVESTMENTS                                          3,233,328      3,198,066
                                                                    --------------------------
TOTAL INVESTMENT SECURITIES 100.00%                                  8,842,632#      8,809,558
                                                                    ==========================

U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES 88.19%
US Government Obligations 34.37%
US Treasury Bonds
   8.500%, 2/15/2020                                   3,000,000      3,074,531      3,660,000
   8.125%, 8/15/2019                                   3,500,000      3,475,728      4,113,589
   8.125%, 8/15/2021                                   3,000,000      3,094,687      3,535,308
   7.500%, 11/15/2024+                                 2,000,000      1,931,563      2,227,500
   6.875%, 8/15/2025+                                  3,000,000      3,275,156      3,126,558
                                                                    --------------------------
   TOTAL US GOVERNMENT OBLIGATIONS                                   14,851,665     16,662,955
                                                                    --------------------------



<PAGE>



US Government Agency Obligations 53.82%
Federal Home Loan Mortgage,
   Gold, Participation Certificates
   7.500%, 9/1/2025                                    2,004,726      2,019,448      2,023,107
   7.000%, 10/1/2025                                   1,996,953      1,986,345      1,973,827
   6.500%, 12/31/1999~~                                5,000,000      4,961,719      4,832,812
   6.500%, 1/1/2011                                    2,000,657      2,000,657      1,979,308
Government National Mortgage
   Association I
   Modified Pass-Through Certificates
   7.500%, 5/15/2022                                   9,215,818      9,135,166      9,335,615
   7.500%, 7/15/2023                                     904,363        853,492        915,467
   7.500%, 11/15/2023                                    917,420        867,392        928,685
   7.000%, 5/15/2023                                   1,383,511      1,280,612      1,369,605
   7.000%, 2/15/2024                                   2,765,462      2,482,866      2,734,707
                                                                    --------------------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS                            25,587,697     26,093,133
                                                                    --------------------------
TOTAL FIXED INCOME SECURITIES                                        40,439,362     42,756,088
                                                                    --------------------------
SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS 11.81%
Repurchase  Agreement  with State  Street
   Bank & Trust Co dated  2/29/1996  due
   3/1/1996 at 5.300%,  repurchased at
   $5,725,843 (Collateralized by US Treasury
   Bonds due 2/15/2015 at 11.250%,
   value $5,870,425)                                   5,725,000      5,725,000      5,725,000
                                                                    --------------------------
TOTAL INVESTMENT SECURITIES 100.00%                                 46,164,362#     48,481,088
                                                                    ==========================
<FN>
** Security is a payment-in-kind (PIK) bond.  PIK bonds may make interest
   payments in additional securities.

^^ Step up bonds are obligations  which increase the interest  payment rate at a
   specific point in time. Rate shown reflects current rate which may step up at
   a future date.

* Security is non-income producing.

@ Security has no market value at February 29, 1996.

< Percentages are expressed in relation to total investment value.

# Also represents cost for income tax purposes.

+ Security has been designated as collateral for To-Be-Announced (TBA)
  securities.

~~ Security is a To-Be-Announced (TBA) security.

^ The following are restricted securities at February 29, 1996:
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
The following are restricted securities at February 29, 1996:
                                                                                      Value as
                                                     Acquisition    Acquisition           % of
Description                                              Date(s)           Cost     Net Assets
- ----------------------------------------------------------------------------------------------
High Yield Fund
<S>                                                                 <C>               <C>
Brooks Fiber Properties, Sr Discount
   Step-Up Notes Zero Coupon, 3/1/2006                 2/16/1996      6,909,470           0.61
CS Wireless Systems, Units                             2/16/1996      6,769,778           1.81
Cablevision Systems, Depositary Shrs,
   Series L Pfd, 11.125%, 4/1/2008                      2/8/1996      7,000,000           1.42
Chancellor Radio Broadcasting, Sr
   Exchangeable Pfd 12.250%, 2/15/2008                 2/21/1996      3,900,000           1.06
Cobb Theatres, Sr Secured Notes, 10.625%,
   3/1/2003                                            2/29/1996      1,500,000           0.41
GST Telecommunications, Units                         12/14/1995      3,917,489           0.88
International CableTel, Sr Deferred Step-Up
   Notes, Series A Zero Coupon, 2/1/2006   1/25/1996   9,716,350           2.12
Rifkin Acquisition Partners LLLP, Sr Sub
   Notes, 11.125%, 1/15/2006                           1/26/1996      4,900,000           0.81
Smitty's Super Value, Sr Sub Notes,
   12.750%, 6/15/2004                                  2/27/1995      2,500,000           0.73
Smitty's Supermarkets Class B                          1/27/1995              0           0.00
                                                                                      --------
                                                                                        10.66%
                                                                                      ========

Select Income Fund
Allbritton Communications, Sr Sub Deb,
   9.750%, 11/30/2007                                   2/1/1996     $1,990,000          0.72%
Cobb Theatres, Sr Secured Notes,
   10.625%, 3/1/2003                                   2/29/1996        400,000           0.15
Granite Broadcasting, Sr Sub Notes, Series A
  9.375%, 12/1/2005                                    2/13/1996      2,487,500           0.89
Howmet Corp, Sr Sub Notes, 10.000%, 12/1/2003        11/29/1995-
                                                      12/21/1995      2,600,625           0.99
International CableTel, Sr Deferred Step-Up
   Notes, Series A Zero Coupon, 2/1/2006 1/25/1996     3,001,169           1.15
Young Broadcasting, Sr Sub Notes,
   9.000%, 1/15/2006                                   2/12/1996      2,630,177           0.97
                                                                                      --------
                                                                                         4.87%
                                                                                      ========
</TABLE>


<TABLE>
Summary of Investments by Country
<CAPTION>
                                                                           % of
                                                         Country     Investment
Country                                                     Code     Securities          Value
- ----------------------------------------------------------------------------------------------
High Yield Fund
<S>                                                                     <C>       <C>
Australia                                                     AS          0.39%     $1,384,500
Canada                                                        CA           8.63     30,287,167
Indonesia                                                     ID           0.85      2,985,000
Singapore                                                     SN           1.66      5,820,750
Sweden                                                        SW           1.14      3,997,500
United Kingdom                                                UK           3.20     11,214,600
United States                                                 US          84.13    295,195,783
                                                                       -----------------------
                                                                        100.00%   $350,885,300
                                                                       =======================

</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
February 29, 1996
UNAUDITED
<TABLE>
<CAPTION>
                                                                                                                       U.S.
                                                                 High            Select        Short-Term        Government
                                                                Yield            Income              Bond        Securities
                                                                 Fund              Fund              Fund              Fund
                                                        -------------------------------------------------------------------
ASSETS
<S>                                                      <C>               <C>                 <C>              <C>
Investment Securities:
   At Cost~                                              $347,097,679      $258,813,066        $8,842,632       $46,164,362
                                                        ===================================================================
At Value~                                                 350,885,300       262,856,510         8,809,558        48,481,088
Cash                                                          637,318            32,706             1,023                 0
Receivables:
   Investment Securities Sold                              12,665,586         3,699,446                 0                 0
   Fund Shares Sold                                           981,554         1,291,315            22,323           146,936
   Dividends and Interest                                   7,474,395         3,170,881            67,626           225,646
Prepaid Expenses and Other Assets                              58,546           192,320            74,995           105,968
                                                        -------------------------------------------------------------------
TOTAL ASSETS                                              372,702,699       271,243,178         8,975,525        48,959,638
                                                        -------------------------------------------------------------------
LIABILITIES
Payables:
   Custodian                                                        0                 0                 0               485
   Distributions to Shareholders                              403,423           144,022             1,117            11,081
   Investment Securities Purchased                          2,500,000         1,467,500                 0         4,973,455
   Fund Shares Repurchased                                  1,850,483           496,795            10,069           121,709
Accrued Distribution Expenses                                  75,702            54,454             1,782             8,502
Accrued Expenses and Other Payables                            19,008            12,463            10,125             5,702
                                                        -------------------------------------------------------------------
TOTAL LIABILITIES                                           4,848,616         2,175,234            23,093         5,120,934
                                                        -------------------------------------------------------------------
Net Assets at Value                                       367,854,083       269,067,944         8,952,432       $43,838,704
                                                        ===================================================================
NET ASSETS
Paid-in Capital*                                          365,823,400       261,024,728         9,283,920        42,140,042
Accumulated Undistributed Net Realized Gain (Loss)
   on Investment Securities and Foreign Currency
   Transactions                                           (1,756,938)         3,999,772         (298,414)         (618,064)
Net Appreciation (Depreciation) of Investment
   Securities and Foreign Currency Transactions             3,787,621         4,043,444          (33,074)         2,316,726
                                                        -------------------------------------------------------------------
Net Assets at Value                                       367,854,083       269,067,944         8,952,432           838,704
                                                        ===================================================================
Shares Outstanding                                         52,662,446        40,603,610           936,770         5,827,532
Net Asset Value, Offering and Redemption
   Price per Share                                              $6.99             $6.63             $9.56             $7.52
                                                        ===================================================================

<FN>
~  Investment  securities  at cost  and  value  at  February  29,  1996  include
   repurchase  agreements of $1,708,000 and  $5,725,000 for Short-Term  Bond and
   U.S. Government Securities Funds, respectively.

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

See Notes to Financial Statements

<PAGE>



INVESCO Income Funds, Inc.
Statement of Operations
Six Months Ended February 29, 1996
UNAUDITED
<TABLE>
<CAPTION>
                                                                                                                       U.S.
                                                                 High            Select        Short-Term        Government
                                                                Yield            Income              Bond        Securities
                                                                 Fund              Fund              Fund              Fund
                                                        -------------------------------------------------------------------

INVESTMENT INCOME
INCOME
<S>                                                       <C>               <C>                  <C>             <C>
Interest                                                  $17,262,174       $10,097,349          $293,531        $1,442,362
Dividends                                                      18,750                 0                 0                 0
                                                        -------------------------------------------------------------------
   TOTAL INCOME                                            17,280,924        10,097,349           293,531         1,442,362
                                                        -------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                      816,843           694,785            22,826           117,852
Distribution Expenses                                         417,424           315,811            11,413            53,569
Transfer Agent Fees                                           247,005           273,140            24,908            84,649
Administrative Fees                                            30,045            23,949             5,685             8,214
Custodian Fees and Expenses                                    19,871            32,840             3,062             7,642
Directors' Fees and Expenses                                   11,794             9,698             4,228             5,155
Professional Fees and Expenses                                 12,654            11,310             6,070             8,386
Registration Fees and Expenses                                 33,842            27,448            11,785            12,653
Reports to Shareholders                                        24,173            28,447             3,671             9,986
Other Expenses                                                 17,135            13,177               989             2,511
                                                        -------------------------------------------------------------------
   TOTAL EXPENSES                                           1,630,786         1,430,605            94,637           310,617
   Fees and Expenses Absorbed by Investment Adviser             (521)         (145,788)          (58,980)          (92,246)
   Fees and Expenses Paid Indirectly                         (14,997)          (21,704)           (1,407)           (4,128)
                                                        -------------------------------------------------------------------
    NET EXPENSES                                            1,615,268         1,263,113            34,250           214,243
                                                        -------------------------------------------------------------------
NET INVESTMENT INCOME                                      15,665,656         8,834,236           259,281         1,228,119
                                                        -------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on Investment Securities
   and Foreign Currency Transactions                       10,631,412         5,966,655          (10,587)           462,706
Change in Net Appreciation (Depreciation)
   of Investment Securities and Foreign
   Currency Transactions                                    1,973,453       (2,275,000)            26,875         (351,669)
                                                        -------------------------------------------------------------------
NET GAIN ON INVESTMENT SECURITIES                          12,604,865         3,691,655            16,288           111,037
                                                        -------------------------------------------------------------------
Net Increase in Net Assets from Operations                 28,270,521        12,525,891           275,569         1,339,156
                                                        ===================================================================

See Notes to Financial Statements
</TABLE>



<PAGE>

INVESCO Income Funds, Inc.
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                        High Yield Fund                  Select Income Fund
                                                           Six Months              Year        Six Months              Year
                                                                Ended             Ended             Ended             Ended
                                                          February 29         August 31       February 29         August 31
                                                       --------------------------------    --------------------------------
                                                                 1996              1995              1996              1995
                                                            UNAUDITED                           UNAUDITED

OPERATIONS
<S>                                                     <C>               <C>                <C>              <C>
Net Investment Income                                     $15,665,656       $25,855,573        $8,834,236       $12,692,130
Net Realized Gain (Loss) on Investment Securities
   and Foreign Currency Transactions                       10,631,412       (9,175,919)         5,966,655         1,099,163
Change in Net Appreciation (Depreciation)
   of Investment Securities and
   Foreign Currency Transactions                            1,973,453        13,064,414       (2,275,000)        10,684,511
                                                       --------------------------------    --------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS                 28,270,521        29,744,068        12,525,891        24,475,804
                                                       --------------------------------    --------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (15,665,656)      (25,855,573)       (8,834,236)      (12,692,130)
In Excess of Net Investment Income                                  0                 0                 0         (120,083)
Net Realized Gain on Investment Securities                          0                 0         (928,028)                 0
In Excess of Net Realized Gain on
   Investment Securities                                            0       (1,057,760)                 0                 0
                                                       --------------------------------    --------------------------------
TOTAL DISTRIBUTIONS                                      (15,665,656)      (26,913,333)       (9,762,264)      (12,812,213)
                                                       --------------------------------    --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             262,951,127       369,650,883       109,546,664       168,255,492
Reinvestment of Distributions                              13,140,695        22,047,381         8,914,480        11,346,504
                                                       --------------------------------    --------------------------------
                                                          276,091,822       391,698,264       118,461,144       179,601,996
Amounts Paid for Repurchases of Shares                  (209,801,199)     (349,343,198)      (68,754,020)     (113,005,592)
                                                       --------------------------------    --------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                            66,290,623        42,355,066        49,707,124        66,596,404
                                                       --------------------------------    --------------------------------
Total Increase in Net Assets                               78,895,488        45,185,801        52,470,751        78,259,995
NET ASSETS
Beginning of Period                                       288,958,595       243,772,794       216,597,193       138,337,198
                                                       --------------------------------    --------------------------------
End of Period                                             367,854,083       288,958,595       269,067,944       216,597,193
                                                       ================================    ================================
FUND SHARE TRANSACTIONS
Shares Sold                                                38,409,725        56,172,989        16,448,351        26,867,635
Shares Issued from Reinvestment of Distributions            1,921,242         3,348,656         1,335,093         1,806,508
                                                       --------------------------------    --------------------------------
                                                           40,330,967        59,521,645        17,783,444        28,674,143
Shares Repurchased                                       (30,574,605)      (52,832,960)      (10,293,896)      (17,930,852)
                                                       --------------------------------    --------------------------------
Net Increase in Fund Shares                                 9,756,362         6,688,685         7,489,548        10,743,291
                                                       ================================    ================================

See Notes to Financial Statements
</TABLE>


<PAGE>

INVESCO Income Funds, Inc.
Statement of Changes in Net Assets (Continued)

<TABLE>
<CAPTION>
                                                                             Short-Term                     U.S. Government
                                                                              Bond Fund                     Securities Fund
                                                           Six Months              Year        Six Months              Year
                                                                Ended             Ended             Ended             Ended
                                                          February 29         August 31       February 29         August 31
                                                       --------------------------------    --------------------------------
                                                                 1996              1995              1996              1995
                                                            UNAUDITED                           UNAUDITED

OPERATIONS
<S>                                                      <C>               <C>               <C>               <C>
Net Investment Income                                        $259,281          $523,746        $1,228,119        $2,493,232
Net Realized Gain (Loss) on Investment Securities
   and Foreign Currency Transactions                         (10,587)           (7,117)           462,706         (408,402)
Change in Net Appreciation (Depreciation)
   of Investment Securities and Foreign
   Currency Transactions                                       26,875            89,746         (351,669)         3,021,667
                                                       --------------------------------    --------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS                    275,569           606,375         1,339,156         5,106,497
                                                       --------------------------------    --------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                       (259,281)         (523,746)       (1,228,119)       (2,493,232)
In Excess of Net Investment Income                                  0           (2,276)                 0          (19,177)
                                                       --------------------------------    --------------------------------
TOTAL DISTRIBUTIONS                                         (259,281)         (526,022)       (1,228,119)       (2,512,409)
                                                       --------------------------------    --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                               9,734,065        14,790,698        31,974,687        75,656,494
Reinvestment of Distributions                                 241,360           487,634         1,165,839         2,314,765
                                                       --------------------------------    --------------------------------
                                                            9,975,425        15,278,332        33,140,526        77,971,259
Amounts Paid for Repurchases of Shares                   (10,018,780)      (14,257,062)      (27,500,096)      (79,217,928)
                                                       --------------------------------    --------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                              (43,355)         1,021,270         5,640,430       (1,246,669)
                                                       --------------------------------    --------------------------------
Total Increase (Decrease) in Net Assets                      (27,067)         1,101,623         5,751,467         1,347,419
NET ASSETS
Beginning of Period                                         8,979,499         7,877,876        38,087,237        36,739,818
                                                       --------------------------------    --------------------------------
End of Period                                               8,952,432         8,979,499        43,838,704        38,087,237
                                                       ================================    ================================

FUND SHARE TRANSACTIONS
Shares Sold                                                 1,015,519         1,565,933         4,169,868        10,741,553
Shares Issued from Reinvestment of Distributions               25,176            51,720           151,853           323,737
                                                       --------------------------------    --------------------------------
                                                            1,040,695         1,617,653         4,321,721        11,065,290
Shares Repurchased                                        (1,044,748)       (1,509,685)       (3,581,811)      (11,155,172)
                                                       --------------------------------    --------------------------------
Net Increase (Decrease) in Fund Shares                        (4,053)           107,968           739,910          (89,882)
                                                       ================================    ================================

See Notes to Financial Statements
</TABLE>


<PAGE>



INVESCO Income Funds, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Income
Funds, Inc. (the "Fund"), was incorporated in Maryland and presently consists
of four separate Funds: High Yield Fund, Select Income Fund, Short-Term Bond
Fund and U.S. Government Securities Fund.  The investment objectives of the
respective Funds are: to seek a high level of current income for the High Yield
and Select Income Funds; to seek a high level of current income with minimum
fluctuation in principal value while maintaining liquidity for the Short-Term
Bond Fund; and to seek a high level of current income by investing in debt
obligations issued by the U.S. Government or its agencies for the 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.
      The following is a summary of significant accounting policies consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 sales  price in the market
      where such securities are primarily  traded.  If last sales 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.
            Foreign  securities are valued at the closing price on the principal
      stock exchange on which they are traded.  In the event that closing prices
      are not available for foreign securities, prices will be obtained from the
      principal  stock  exchange  at or prior to the close of the New York Stock
      Exchange.  Foreign  currency  exchange rates are determined daily prior to
      the close of the New York Stock Exchange.
            If market  quotations or pricing service  valuations are not readily
      available, securities are valued at fair value as determined in good faith
      by the Fund's  board of  directors.  Restricted  securities  are valued in
      accordance with procedures established by the Fund's board of directors.
            Short-term   securities   are  stated  at   amortized   cost  (which
      approximates  market  value) if maturity is 60 days or less at the time of
      purchase, or market value if maturity is greater than 60 days.
B.    TO-BE-ANNOUNCED  SECURITIES - To-be-announced (TBA) securities held by the
      Fund are fully  collateralized  by other 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
      to-be-announced (TBA) securities.
C.    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.



<PAGE>



D.    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.
            The Fund may have elements of risk due to  concentrated  investments
      in foreign issuers located in a specific country.  Such concentrations may
      subject the Fund to additional  risks  resulting from future  political or
      economic  conditions  and/or  possible   impositions  of  adverse  foreign
      governmental  laws or currency  exchange  restrictions.  Net  realized and
      unrealized  gain or  loss  from  investments  includes  fluctuations  from
      currency exchange rates and fluctuations in market value.
            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 Fund 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.
            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.
E.    FEDERAL AND STATE TAXES - The Fund has complied and continues to comply
      with the provisions of the Internal Revenue Code applicable to regulated
      investment companies and, accordingly, has made or intends to make
      sufficient distributions of net investment income and net realized capital
      gains, if any, to relieve it from all federal and state income taxes and
      federal excise taxes.  At August 31, 1995, U.S. Government Securities Fund
      had $72,920, in net capital loss carryovers which expire in the year 2002.
      At August 31, 1995, High Yield, Short-Term Bond and U.S. Government
      Securities Funds had $6,030,690, $285,487 and $1,007,850, respectively, in
      net capital loss carryovers which expire in the year 2003.
            High Yield,  Select Income and  Short-Term  Bond Funds  incurred and
      elected  to  defer  post-October  31 net  capital  losses  of  $6,306,551,
      $2,019,088 and $2,340, respectively, to the year ended August 31, 1996. To
      the extent future capital gains are offset by capital loss  carryovers and
      deferred  post-October  31 losses,  such gains will not be  distributed to
      shareholders.
            Dividends  paid  by  the  Fund  from  net   investment   income  and
      distributions  of net realized  short-term  capital gains are, for federal
      income tax purposes, taxable as ordinary income to shareholders.
F.    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


<PAGE>



      securities,  market discounts,  foreign currency transactions,  nontaxable
      dividends, net operating losses and expired capital loss carryforwards.
G.    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.
            Under an  agreement  between  each  Fund and the  Fund's  Custodian,
      agreed upon Custodian Fees and Expenses are reduced by credits  granted by
      the Custodian  from any  temporarily  uninvested  cash.  Similarly,  Other
      Expenses, which include Pricing Expenses, are reduced by credits earned by
      each   Fund   from   security   brokerage   transactions   under   certain
      broker/services arrangements with third parties. Such credits are included
      in Fees and Expenses Paid Indirectly in the Statement of Operations.
            For the six months ended  February 29, 1996,  Fees and Expenses Paid
            Indirectly consisted of the following:

                                           Custodian Fees          Other
            Fund                             and Expenses       Expenses
            ------------------------------------------------------------
            High Yield Fund                       $14,930            $67
            Select Income Fund                     21,704              0
            Short-Term Bond Fund                    1,407              0
            U.S. Government Securities Fund         4,128              0

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 29, 1996,  High Yield,  Select Income,  Short-Term  Bond and U.S.
Government Securities Funds paid the Distributor $405,925, $305,766, $11,505 and
$52,953, respectively, for reimbursement of expenses incurred.


<PAGE>



            IFG has voluntarily  agreed,  in some  instances,  to absorb certain
fees and  expenses  incurred  by High  Yield,  Select  Income,  U.S.  Government
Securities Funds and IFG and ITC have voluntarily agreed, in some instances,  to
absorb  certain fees and expenses  incurred by  Short-Term  Bond Fund.  
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
February 29, 1996,  the  aggregate  cost of purchases and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were as follows:

Fund                                            Purchases             Sales
- ----------------------------------------------------------------------------
High Yield Fund                               $571,092,466      $505,724,999
Select Income Fund                             275,983,310       235,981,715
Short-Term Bond Fund                               449,820         1,754,426

The  aggregate  cost of  purchases  and proceeds  from sales of U.S.  Government
securities were as follows:

Fund                                            Purchases             Sales
- ----------------------------------------------------------------------------
Select Income Fund                             $31,294,172       $26,827,261
Short-Term Bond Fund                             4,512,268         3,144,606
U.S. Government Securities Fund                 25,722,809        16,788,652

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  29,  1996,  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                   $7,717,032        $3,994,411        $3,722,621
Select Income Fund                 6,038,155         1,994,711         4,043,444
Short-Term Bond Fund                  24,251            57,325          (33,074)
U.S. Government Securities Fund    2,628,098           311,372         2,316,726

NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or ITC.
            The Fund has adopted an  unfunded  noncontributory  defined  benefit
pension plan covering all independent directors of the Fund who will have served
as an  independent  director for at least five years at the time of  retirement.
Benefits  under  this  plan are  based  on an  annual  rate  equal to 25% of the
retainer fee at the time of retirement.
            Pension  expenses  for the  six  months  ended  February  29,  1996,
included in  Directors'  Fees and Expenses in the Statement of  Operations,  and
unfunded  accrued  pension  costs and  pension  liability  included  in  Prepaid
Expenses  and Accrued  Expenses,  respectively,  in the  Statement of Assets and
Liabilities were as follows:

                                                 Unfunded
                                Pension          Accrued           Pension
Fund                            Expenses         Pension Costs     Liability
- ----------------------------------------------------------------------------
High Yield Fund                  $1,589            $6,386           $13,412
Select Income Fund                1,138             3,055             7,249
Short-Term Bond Fund                 47               228               457
U.S. Government Securities Fund     221               941             1,947




<PAGE>



NOTE 6 - LINE OF CREDIT.  The Fund has  available  a  Redemption  Line of Credit
Facility  ("LOC"),  from a consortium of national banks to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum  of 10% of the Net  Assets at Value of each  respective
Fund.  Each Fund agrees to pay annual fees and interest on the unpaid  principal
balance based on prevailing  market rates as defined in the  agreement.  For the
six months ended February 29, 1996, there were no such borrowings.



<PAGE>



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

<TABLE>
<CAPTION>
                                         Six Months                              Period
                                              Ended              Year Ended       Ended
                                        February 29               August 31   August 31              Year Ended December 31
                                       ------------    --------------------  ----------    --------------------------------
                                               1996        1995        1994       1993^        1992        1991        1990
                                          UNAUDITED

                                    High Yield Fund

PER SHARE DATA
<S>                                        <C>         <C>         <C>         <C>         <C>          <C>         <C>    
Net Asset Value -
   Beginning of Period                        $6.73       $6.73       $7.32       $6.97       $6.66       $6.00       $7.16
                                       ------------    --------------------  ----------    --------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.32        0.66        0.62        0.39        0.64        0.70        0.83
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)              0.26        0.03      (0.59)        0.36        0.30        0.64      (1.14)
                                       ------------    --------------------  ----------    --------------------------------
Total from Investment Operations               0.58        0.69        0.03        0.75        0.94        1.34      (0.31)
                                       ------------    --------------------  ----------    --------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income           0.32        0.66        0.62        0.40        0.63        0.68        0.85
Distributions In Excess of
   Capital Gains                               0.00        0.03        0.00        0.00        0.00        0.00        0.00
                                       ------------    --------------------  ----------    --------------------------------
Total Distributions                            0.32        0.69        0.62        0.40        0.63        0.68        0.85
                                       ------------    --------------------  ----------    --------------------------------
Net Asset Value - End of Period               $6.99       $6.73      $ 6.73       $7.32       $6.97       $6.66       $6.00
                                       ============    ====================  ==========    ================================

TOTAL RETURN                                 8.81%*      11.12%       0.37%     11.01%*      14.53%      23.51%     (4.57%)

RATIOS
Net Assets -End of Period
   ($000 Omitted)                          $367,854    $288,959    $243,773    $308,945    $212,172     $99,103     $40,380
Ratio of Expenses to Average
   Net Assets#                              0.49%*@       1.00%       0.97%      0.97%~       1.00%       1.05%       0.94%
Ratio of Net Investment Income to
   Average Net Assets#                       4.67%*      10.01%       8.70%      8.28%~       9.29%      10.57%      12.57%
Portfolio Turnover Rate                       164%*        201%        195%        45%*        120%         64%         28%

<FN>
^  From January 1, 1993 to August 31, 1993, the Fund's new fiscal year-end.

*  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 29, 1996 and the years ended August 31, 1995 and 1994.
   If such  expenses  had not been  voluntarily  absorbed,  ratio of expenses to
   average net assets would have been 0.49% (not  annualized),  1.07% and 0.98%,
   respectively,  and ratio of net investment income to average net assets would
   have been 4.67% (not annualized), 9.94% and 8.69%, respectively.

@  Ratio is based  on Total  Expenses,  less  Expenses  Absorbed  by  Investment
   Adviser, but is before any expense offset arrangements.

~  Annualized
</FN>
</TABLE>

<PAGE>

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

                                         Six Months                              Period
                                              Ended              Year Ended       Ended
                                        February 29               August 31   August 31              Year Ended December 31
                                       ------------    --------------------  ----------    --------------------------------
                                               1996        1995        1994       1993^        1992        1991        1990
                                          UNAUDITED

                                 Select Income Fund

PER SHARE DATA
<S>                                        <C>         <C>         <C>         <C>         <C>          <C>         <C>    
Net Asset Value - Beginning of Period         $6.54       $6.18       $6.80       $6.53       $6.50       $5.96       $6.26
                                       ------------    --------------------  ----------    --------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.24        0.47        0.47        0.33        0.52        0.53        0.59
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)              0.11        0.36      (0.43)        0.27        0.13        0.53      (0.30)
                                       ------------    --------------------  ----------    --------------------------------
Total from Investment Operations               0.35        0.83        0.04        0.60        0.65        1.06        0.29
                                       ------------    --------------------  ----------    --------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+          0.24        0.47        0.47        0.33        0.52        0.52        0.59
Distributions from Capital Gains               0.02        0.00        0.09        0.00        0.10        0.00        0.00
In Excess of Capital Gains                     0.00        0.00        0.10        0.00        0.00        0.00        0.00
                                       ------------    --------------------  ----------    --------------------------------
Total Distributions                            0.26        0.47        0.66        0.33        0.62        0.52        0.59
                                       ------------    --------------------  ----------    --------------------------------
Net Asset Value - End of Period               $6.63       $6.54       $6.18       $6.80       $6.53       $6.50       $5.96
                                       ============    ====================  ==========    ================================

TOTAL RETURN                                 5.38%*      14.01%       0.47%      9.42%*      10.38%      18.57%       4.86%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                          $269,068    $216,597    $138,337    $158,780    $123,036     $93,827     $46,423
Ratio of Expenses to Average
   Net Assets#                              0.51%*@       1.00%       1.11%      1.15%~       1.14%       1.15%       1.01%
Ratio of Net Investment Income to
   Average Net Assets#                       3.48%*       7.38%       7.22%      7.40%~       7.97%       8.57%       9.67%
Portfolio Turnover Rate                       110%*        181%        135%       105%*        178%        117%         38%

<FN>
^  From January 1, 1993 to August 31, 1993, the Fund's new fiscal year-end.

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

*  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 29, 1996 and the years ended August 31, 1995 and 1994.
   If such  expenses  had not been  voluntarily  absorbed,  ratio of expenses to
   average net assets would have been 0.56% (not  annualized),  1.22% and 1.15%,
   respectively,  and ratio of net investment income to average net assets would
   have been 3.43% (not annualized), 7.16% and 7.18%, respectively.

@  Ratio is based  on Total  Expenses,  less  Expenses  Absorbed  by  Investment
   Adviser, but is before any expense offset arrangements.

~  Annualized
</FN>
</TABLE>

<PAGE>
INVESCO Income Funds, Inc.
Financial Highlights (Continued)
 (For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                                                 Six Months                    Year                  Period
                                                                      Ended                   Ended                   Ended
                                                                February 29               August 31               August 31
                                                               --------------          --------------          --------------
                                                                       1996                    1995                   1994^
                                                                  UNAUDITED

                                                       Short-Term Bond Fund

PER SHARE DATA
<S>                                                               <C>                     <C>                    <C>   
Net Asset Value - Beginning of Period                                 $9.54                   $9.46                 $ 10.00
                                                               --------------          --------------          --------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                                  0.27                    0.57                    0.47
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                                      0.02                    0.08                  (0.54)
                                                               --------------          --------------          --------------
Total from Investment Operations                                       0.29                    0.65                  (0.07)
                                                               --------------          --------------          --------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                                  0.27                    0.57                    0.47
                                                               --------------          --------------          --------------
Net Asset Value - End of Period                                       $9.56                   $9.54                   $9.46
                                                               ==============          ==============          ==============

TOTAL RETURN                                                         3.08%*                   7.16%                (0.72%)*

RATIOS
Net Assets - End of Period ($000 Omitted)                            $8,952                  $8,979                  $7,878
Ratio of Expenses to Average Net Assets#                           0.39%*@                    0.46%                  0.46%~
Ratio of Net Investment Income to Average Net Assets#                2.83%*                   6.05%                  5.50%~
Portfolio Turnover Rate                                                70%*                     68%                   169%*

<FN>
^  From September 30, 1993, commencement of operations, to August 31, 1994.

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

*  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 and ITC for the
   six months ended  February  29, 1996,  for the year ended August 31, 1995 and
   for the  period  ended  August  31,  1994.  If  such  expenses  had not  been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   1.03% (not annualized), 2.09% and 2.04% (annualized), respectively, and ratio
   of net  investment  income to average  net assets  would have been 2.19% (not
   annualized), 4.42% and 3.92% (annualized), respectively.

@  Ratio is based  on Total  Expenses,  less  Expenses  Absorbed  by  Investment
   Adviser, but is before any expense offset arrangements.

~  Annualized
</FN>
</TABLE>



<PAGE>

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

                                         Six Months                              Period
                                              Ended              Year Ended       Ended
                                        February 29               August 31   August 31              Year Ended December 31
                                       ------------    --------------------  ----------    --------------------------------
                                               1996        1995        1994       1993^        1992        1991        1990
                                          UNAUDITED

                    U.S. Government Securities Fund

PER SHARE DATA
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>         <C>    
Net Asset Value - Beginning of Period         $7.49       $7.10       $8.19       $7.61       $7.65       $7.09       $7.14
                                       ------------    --------------------  ----------    --------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.22        0.45        0.41        0.28        0.46        0.48        0.53
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)              0.03        0.39      (0.93)        0.58      (0.04)        0.57      (0.05)
                                       ------------    --------------------  ----------    --------------------------------
Total from Investment Operations               0.25        0.84      (0.52)        0.86        0.42        1.05        0.48
                                       ------------    --------------------  ----------    --------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+          0.22        0.45        0.41        0.28        0.46        0.49        0.53
Distributions from Capital Gains               0.00        0.00        0.16        0.00        0.00        0.00        0.00
                                       ------------    --------------------  ----------    --------------------------------
Total Distributions                            0.22        0.45        0.57        0.28        0.46        0.49        0.53
                                       ------------    --------------------  ----------    --------------------------------
Net Asset Value - End of Period               $7.52       $7.49       $7.10       $8.19       $7.61       $7.65       $7.09
                                       ============    ====================  ==========    ================================

TOTAL RETURN                                 3.38%*      12.37%     (6.53%)     11.61%*       5.68%      15.56%       7.23%

RATIOS
Net Assets -End of Period
 ($000 Omitted)                             $43,839     $38,087     $36,740     $36,391     $35,799     $29,229     $21,247
Ratio of Expenses to Average
 Net Assets#                                0.51%*@       1.00%       1.32%      1.40%~       1.27%       1.27%       1.07%
Ratio of Net Investment Income
 to Average Net Assets#                      2.85%*       6.24%       5.46%      5.36%~       6.08%       6.78%       7.58%
Portfolio Turnover Rate                        43%*         99%         95%       100%*        115%         67%         38%

<FN>
^  From January 1, 1993 to August 31, 1993, the Fund's new fiscal year-end.

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

*  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 29, 1996 and the years ended August 31, 1995 and 1994.
   If such  expenses  had not been  voluntarily  absorbed,  ratio of expenses to
   average net assets would have been 0.72% (not  annualized),  1.51% and 1.42%,
   respectively,  and ratio of net investment income to average net assets would
   have been 2.64% (not annualized), 5.73% and 5.36%, respectively.

@  Ratio is based  on Total  Expenses,  less  Expenses  Absorbed  by  Investment
   Adviser, but is before any expense offset arrangements.

~  Annualized
</FN>
</TABLE>

<PAGE>



                                        FAMILY OF FUNDS

                                                                       Newspaper
Fund Name                         Fund Code       Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
Latin American Growth                 34               IVSLX           LatinAmGr
European Small Company                37               IVECX           EuroSmCo
European                              56               FEURX             Europ
Pacific Basin                         54               FPBSX             PcBas
International Growth                  49               FSIGX            IntlGr
Asian Growth                          41                 *                 *
- --------------------------------------------------------------------------------
Sector
Energy                                50               FSTEX             Enrgy
Environmental Services                59               FSEVX            Envirn
Financial Services                    57               FSFSX            FinSvc
Gold                                  51               FGLDX             Gold
Health Sciences                       52               FHLSX            HlthSc
Leisure                               53               FLISX            Leisur
Technology                            55               FTCHX             Tech
Worldwide Capital Goods               38               ISWGX            WldCap
Worldwide Communications              39               ISWCX            WldCom
- --------------------------------------------------------------------------------
Growth, Value
Emerging Growth                       60               FIEGX            Emgrth
Value Equity                          46               FSEQX             ValEq
Small Company                         74               IDSCX            DivSmCo
Dynamics                              20               FIDYX             Dynm
Growth                                10               FLRFX             Grwth
- --------------------------------------------------------------------------------
Equity-Income
Industrial Income                     15               FIIIX            IndInc
Utilities                             58               FSTUX             Util
- --------------------------------------------------------------------------------
Balanced/Multiple-Asset
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
- --------------------------------------------------------------------------------
Bond
High Yield                            31               FHYPX             HiYld
Select Income                         30               FBDSX            SelInc
U.S. Government Securities            32               FBDGX             USGvt
Intermediate Government Bond          47               FIGBX            IntGov
Short-Term Bond                       33               INIBX            ShTrBd
- --------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Long-Term Bond               35               FTIFX             TxFre
Tax-Free Intermediate Bond            36                 *                 *
- --------------------------------------------------------------------------------
Money Market
Tax-Free Money Fund                   40               FFRXX              N/A
Cash Reserves                         25               FDSXX              N/A
U.S. Government Money Fund            44               FUGXX              N/A

* This fund does not meet size  requirements  to be assigned a ticker  symbol in
newspaper listings.

For more information about any of the INVESCO Funds,  including  management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.


<PAGE>


INVESCO FUNDS

To receive general information and prospectuses
on any of INVESCO's funds or retirement plans,
or to obtain current account or price information,
call toll-free:
1-800-525-8085

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

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

If you're in Denver, pleas visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue, Lobby Level

This information must be preceded or accompanied by an effective prospectus.



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