INVESCO INCOME FUNDS INC
N-30D, 1996-10-29
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ANNUAL REPORT

August 31, 1996

INVESCO
INCOME
FUNDS,
INC.

High Yield Fund
Select Income Fund
U.S. Government Securities Fund
Short-Term Bond Fund


Smart Choices For
Seeking Current Income


INVESCO FUNDS


<PAGE>



Market Overview                                                   September 1996
      Over the first eight months of 1996, the securities markets
have  been   exceptionally   attentive  to  figures:   Gross  Domestic  Product,
unemployment,  and earnings growth. Each announcement of fresh data has sent the
S&P 500 and other market indexes moving in a new direction.
      Based on a moderate  economic  expansion,  the stock market advanced 9.60%
for the five months ended 5/31/96.  But as  expectations of economic vigor grew,
investors  began to see the likelihood of accelerating  inflation.  This in turn
makes it more  probable  that the  Federal  Reserve  Board  may hike  short-term
interest  rates.  In June, the S&P 500 advanced a mere 0.44%; in July, the index
declined sharply.(1)
      Since 1994 the Fed has actively  manipulated  short-term rates, seeking to
maintain economic expansion without sparking inflation. Recently, there has been
some  indication  that the  central  bank may allow a slightly  higher  level of
inflation before tightening credit availability; however, their overall strategy
is unlikely to alter in the near-term,  given an impending presidential election
and the recent reappointment of Alan Greenspan as Fed chairman.
      The current  economic  expansion has shown  unexpected  tenacity,  with an
annualized  growth rate in GDP estimated at 4.7% for the second quarter of 1996.
As a result,  chances are growing stronger that the Fed will launch a preemptive
strike against inflation during the second half of 1996.
      The market  environment has been even more challenging for bond investors.
Over the past 18 months,  the  fixed-income  markets  experienced  two  distinct
phases. The first began in 1995 with a bond rally that ran through January 1996.
Price advances were fueled by moderate  economic  growth and low inflation.  For
all of 1995,  the broad  fixed-income  market had a total  return of 19.24%,  as
measured  by the  Lehman  Government/Corporate  Bond  Index.  (Of  course,  past
performance is not a guarantee of future results.)(1),(2)
      The second  fixed-income  market  phase was  initiated in February of this
year.  The  environment  shifted to one of stronger  economic  growth,  with the
concomitant  potential for upward spirals in wages and prices;  mild indications
of inflation  have already  appeared.  Fixed-income  investors  responded to the
positive economic news by sending prices tumbling.
      With more reassuring  economic and corporate data being  released,  we may
have entered a third phase.  After losing  ground in three of the previous  four
months,  the Lehman  Government/Corporate  Bond Index  achieved  positive  total
returns for two of the past three months. (Of course,  past performance is not a
guarantee of future results.)(1),(2)

INVESCO Income Funds, Inc.
      The line graphs below illustrate the value of a $10,000 investment in each
of the  INVESCO  Income  Funds,  plus  reinvested  dividends  and  capital  gain
distributions,  if any, for the 10 years ended 8/31/96 (or for  Short-Term  Bond
Fund, from inception through 8/31/96). The charts and other total return figures
cited reflect the funds'  operating  expenses,  but the indexes do not have
expenses, which would, of course, have lowered their performance.(2)


<PAGE>






High Yield Fund

                             High Yield Fund Fund
                         Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                             11.38%
                    -----------------------------------------
                    5 years                            10.85%
                    -----------------------------------------
                    10 years                            8.66%
                    -----------------------------------------

      For the eight-month period ended 8/31/96, INVESCO High Yield Fund achieved
a total  return of 6.29%,  compared  to a total  return of 4.62% for the Merrill
Lynch High Yield Master Index.  (Of course,  past performance is not a guarantee
of future results.)(1),(2)

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in INVESCO High Yield Fund to the value of a $10,000 investment
      in the Merrill Lynch High Yield Master Index, assuming reinvestment of all
      dividends  and capital  gain  distributions,  for the period from  8/31/86
      through 8/31/96.

      The high  yield  sector has  provided  most of the  positive  news for the
fixed-income  market in 1996.  While U.S.  Treasury and high  quality  corporate
obligations  have dropped  significantly  in value as interest rates rose,  high
yield bonds have been resilient.
      Understandably,  credit  risk  assessment  is  critical  to this fund.  In
addition to utilizing  outside credit rating  services such as Standard & Poor's
and Moody's Investors  Service,  we perform  extensive  analysis of our own. Our
research provides us additional insight on corporate restructurings,  changes to
a firm's  fundamentals,  potential  merger &  acquisition  activity,  and  other
issues.  By putting together  internal and third-party data, we seek to identify
"special  situations"  which may lead to price  appreciation for a specific bond
due to market, institutional, and information flow inefficiencies.
      One particular area in which we look for opportunities  involves companies
with low credit  ratings  which are paying  down debt.  Some of these firms will
emerge with investment  grade ratings,  due to balance sheet  improvements.  For
example,  MFS  Communications was recently acquired by a higher quality company,
resulting in gains for the fund.
      Other firms may be acquired by stronger companies. The fund currently owns
bonds  issued by a  U.K.-based  cable  television  firm which we believe to be a
likely acquisition/joint venture candidate.



<PAGE>



      Over the past few  months,  the fund's  performance  was  hindered  by our
overweighting in zero coupon bonds and other interest  rate-sensitive issues. We
have since reduced this exposure.

Select Income Fund

                              Select Income Fund
                         Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                              4.78%
                    -----------------------------------------
                    5 years                             9.17%
                    -----------------------------------------
                    10 years                            8.14%
                    -----------------------------------------

      For the  eight-month  period ended  8/31/96,  INVESCO  Select  Income Fund
achieved a total return of -1.10%,  compared to a total return of -1.89% for the
Lehman  Government/Corporate  Bond Index. (Of course,  past performance is not a
guarantee of future results.)(1),(2)
      The fund's outperformance  relative to the index was the result of several
factors.  In previous  reports,  we have discussed the importance of credit risk
assessment,  since Select Income Fund typically  allocates  investments  between
investment grade and high yield debt. At INVESCO,  we rely on independent credit
ratings  services,  as well as our  internal  research  staff;  the  latter,  in
particular,   can  provide   information   regarding   recapitalization   plans,
indenture-related  issues,  and  other  news  which  we can  exploit  in  making
investment decisions regarding specific positions. Combining data from these two
sources allows us to identify  companies which we believe may experience ratings
upgrades due to improving fundamentals.
      Industries and industry groups are continuously  monitored.  Specifically,
we are  seeking to  identify  market  segments  which are over- or  under-valued
relative to their historical trading values.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in INVESCO Select Fund to the value of a $10,000  investment in
      the  Lehman   Government/Coporate  Index,  assuming  reinvestment  of  all
      dividends  and capital  gain  distributions,  for the period from  8/31/86
      through 8/31/96.

      In other  instances,  companies  whose bonds we hold have been acquired by
other  companies.  Such holdings may produce  positive  results  independent  of
interest rate moves. Communications industries -- for example, cable television,
competitive  access  providers,  and  broadcasting  -- are one area where we see
increased   likelihood   of  merger  &  acquisition   activity  with   resulting




<PAGE>


appreciation for certain  securities.  For example,  MFS Communications was
recently acquired by a higher quality company, resulting in again for the fund.
      One factor  which has  hindered  fund  performance  this year is duration.
(Duration is an expression  of the fund's  exposure to interest rate risk; if we
anticipate that rates may rise, we shorten the duration.) In hindsight, it would
have been to the fund's advantage to shorten duration  earlier,  when short-term
interest  rates began to climb.  We are watching  reports from the Fed and other
sources  closely as it becomes  more  likely that the Fed will act in the second
half of 1996.

U.S. Government Securities Fund

                       U.S. Government Securities Fund
                         Average Annual Total Return
                               as of 8/31/96(2)


                    1 Year                              1.31%
                    -----------------------------------------
                    5 Years                             6.33%
                    -----------------------------------------
                    10 Years                            6.16%
                    -----------------------------------------

      For  the  eight-month  period  ended  8/31/96,   INVESCO  U.S.  Government
Securities  Fund had a total  return of -4.97%,  compared  to a total  return of
- -7.71% for the Lehman Long Government Bond Index.  (Of course,  past performance
is not a guarantee of future results.)(1),(2)

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in INVESCO U.S.  Government  Securities  Fund to the value of a
      $10,000  investment  in the Lehman Long  Government  Bond Index,  assuming
      reinvestment  of all  dividends  and capital gain  distributions,  for the
      period from 8/31/86 through 8/31/96.

      The  fund's  outperformance  relative  to the index may be  attributed  to
adjustments in the average duration of the portfolio. (Duration is an expression
of the fund's  exposure to interest rate risk;  if we anticipate  that rates may
rise, we shorten the duration.)  The fund typically  maintains a duration of six
to nine years;  7.5 is "neutral."  Over the course of the year, we have actively
managed the fund's average  duration,  seeking to benefit from short-term market
rallies, while cushioning the fund against potential corrections.
      Direct government and government agency obligations  represent the largest
sector of the fixed-income  market -- approximately $6 trillion.  Because credit
risk is effectively nil, the prices of Treasury  securities are dependent solely
on interest rate-risk. (Fund holdings, but not shares of the fund, may be issued
or guaranteed by the U.S. government.) Long-term Treasuries were the worst hit


<PAGE>



obligations  when  interest  rates  began their sharp rise during the first
quarter of 1996. Should interest rates decline, however, Treasury prices will be
among the first to react positively.
      Over  the  past  year,  we  have  held  30% to 50%  in  direct  government
obligations,  with 40% to 55%  allocated to  government  agency  mortgage-backed
securities,  such as GNMAs.  This  weighting  generated  slightly  higher income
levels at minimal additional credit risk.

Short-Term Bond Fund

                             Short-Term Bond Fund
                         Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                              4.63%
                    -----------------------------------------
                    Since Inception (10/93)             3.74%
                    -----------------------------------------

      For the  eight-month  period ended 8/31/96,  INVESCO  Short-Term Bond Fund
achieved a total  return of 1.80%,  compared to a total  return of 2.26% for the
Lehman 1-3 Year Government/Corporate Bond Index. (Of course, past performance is
not a guarantee of future results.)(1),(2)

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in  INVESCO  Short-Term  Bond  Fund to the  value of a $10,000
      investment  in  the  Lehman  1-3  Year  Government/Corporate  Bond  Index,
      assuming reinvestment of all dividends and capital gain distributions, for
      the period from inception (10/93)through 8/31/96.

      The fund seeks to provide a better  return than money  market funds (whose
share price is expected,  but cannot be  guaranteed,  to remain  stable),  while
offering less  volatility  than a long-term bond fund pursuing  higher  returns.
Direct  government and government  agency  obligations  compose over half of the
fund's   portfolio.   These  high  quality  holdings  balance  the  higher-risk,
below-investment  grade  bonds  which  offer  higher  yields.  Due to the narrow
interest  rate  spreads  between   Treasuries  and  investment  grade  corporate
securities, we have reduced our allocation to the latter.
      Under normal  circumstances,  the fund's average portfolio maturity ranges
from one to three years.  After  short-term  interest rates started their upward
climb in February 1996, we began to shorten duration, which by the end of August
stood at just under two years. (Duration is an expression of the fund's exposure
to interest  rate risk;  if we  anticipate  that rates may rise,  we shorten the
duration.)




<PAGE>

(1)   The S&P 500 is an unmanaged index of common stocks illustrating broad 
      equity market performance. The Lehman Government/  Corporate  Bond Index,
      Lehman 1-3 Year  Government/Corporate Bond Index, Lehman Long  Government
      Bond Index,  and Merrill  Lynch High Yield Master Index are unmanaged  
      indexes of  securities  considered to be representative of the overall 
      domestic  fixed-income,  shorter-term  bond, longer-term government bond 
      and high yield bond markets, respectively.

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

Fund Management
     Vice  President  Richard  R.  Hinderlie:  co-manager,Short-Term  Bond Fund;
manager,  U.S.  Government  Securities Fund. Dick began his investment career in
1973,  and has  extensive  experience  in  fixed-income  analysis and  portfolio
management.  He  received  his MBA from  Arizona  State  University  and a BA in
economics from Pacific Lutheran University.
     Senior Vice President  Donovan  "Jerry" Paul:  co-manager,  Short-Term Bond
Fund;  manager,  Select  Income  Fund and  High  Yield  Fund.  Jerry  began  his
investment  career in 1976;  before joining INVESCO,  he worked for Stein, Roe &
Farnham Inc. as well as Quixote Investment Management. He earned an MBA from the
University  of Northern  Iowa,  and a BBA from the  University  of Iowa. He is a
Chartered Financial Analyst and Certified Public Accountant.




<PAGE>

<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Statement of Investment Securities
August 31, 1996
                                                  Country        Shares, Units
                                                  Code if         or Principal
Description                                        Non US               Amount          Value
- ---------------------------------------------------------------------------------------------
<S>                                               <C>            <C>             <C> 

HIGH YIELD Fund 
FIXED INCOME SECURITIES 81.58% 
Corporate Bonds 81.58% 
AUTOMOBILE RELATED 0.91% 
Venture Holdings Trust, Gtd
Sr Sub Notes, 9.750%, 4/1/2004                                      $3,950,000     $3,466,125
                                                                                  -----------
BROADCASTING 6.84%
Allbritton Communications,
    Sr Sub Deb 11.500%, 8/15/2004                                    5,185,000      5,340,550
    Series B, 9.750%, 11/30/2007                                     2,000,000      1,860,000
Benedek Broadcasting, Sr Secured
    Notes, 11.875%, 3/1/2005                                         4,450,000      4,833,813
Benedek Communications, Sr Sub
    Discount Step-Up Notes^, Zero
    Coupon^^, 5/15/2006                                              7,750,000      4,281,875
Chancellor Broadcasting, Sr Sub
    Notes, 9.375%, 10/1/2004                                         5,900,000      5,752,500
JCAC Inc, Gtd Sr Sub Notes,
    10.125%, 6/15/2006                                               3,900,000      3,997,500
                                                                                  -----------
                                                                                   26,066,238
                                                                                  -----------
BUILDING & CONSTRUCTION RELATED 1.11%
Ryland Group, Sr Notes, 10.500%,7/1/2006                             3,800,000      3,809,500 
                                                                     3,800,000      3,809,500
USG Corp, Deb, 8.750%, 3/1/2017                                        400,000        398,000
                                                                                  -----------
                                                                                    4,207,500
                                                                                  -----------
CABLE TELEVISION 13.87%
Cablevision Industries, Sr Deb,
    Series B, 9.250%, 4/1/2008                                       7,027,000      7,123,621
Comcast Cable Partners Ltd, Sr
    Discount Step-Up Deb, Zero
    Coupon^^, 11/15/2007                               UK            7,900,000      4,937,500
Continental Cablevision, Sr Sub
    Deb, 11.000%, 6/1/2007                                           3,900,000      4,389,384


<PAGE>


Kabelmedia Holding GmbH, Sr Discount
    Step-Up Notes, Zero Coupon^^,
    8/1/2006                                           GM            3,900,000      2,018,250
Lenfest Communications, Sr Notes,
    8.375%, 11/1/2005                                                1,000,000        920,000
Marcus Cable LP/Marcus Cable
    Capital III Sr Deb, 11.875%,
    10/1/2005                                                        8,230,000      8,579,775
    Sr Discount Step-Up Notes, Zero
    Coupon^^, 12/15/2005                                             8,500,000      5,461,250
Rogers Cablesystems Ltd, Sr Secured
    2nd Priority Deb, 10.000%, 12/1/2007               CA            5,000,000      4,962,500
Rogers Communications, Sr Notes, 9.125%,
    1/15/2006                                          CA            3,000,000      2,820,000
UIH Australia/Pacific, Sr Discount
    Step-Up Notes, Zero Coupon^^,
    5/15/2006                                          AS            8,000,000      4,140,000
United International Holdings, Sr
    Secured Discount Notes, Zero
    Coupon, 11/15/1999                                               6,145,000      4,024,975
Wireless One, Sr Notes, 13.000%,
    10/15/2003                                                       3,400,000      3,468,000
                                                                                  -----------
                                                                                   52,845,255
                                                                                  -----------
CHEMICALS 2.87%
NL Industries, Sr Secured Discount
    Step-Up Notes, Zero Coupon^^,
    10/15/2005                                                       7,750,000      6,238,750
Rexene Corp, Sr Notes, 11.750%,
    12/1/2004                                                        1,715,000      1,839,338
Sterling Chemicals Holdings, Sr Sub
    Notes, 11.750%, 8/15/2006                                        2,800,000      2,870,000
                                                                                  -----------
                                                                                   10,948,088
                                                                                  -----------
CONTAINERS 2.62%
Gaylord Container, Sr Sub Discount
    Step-Up Deb, 12.750%^^, 5/15/2005                                2,950,000      3,149,125
Riverwood International, Gtd Sr Sub
    Notes, 10.875%, 4/1/2008                                         2,850,000      2,764,500
Stone Container, Sr Notes, 11.500%,
    10/1/2004                                                        3,900,000      4,056,000
                                                                                  -----------
                                                                                    9,969,625
                                                                                  -----------


<PAGE>



ELECTRONICS 1.57%
Advanced Micro Devices, Sr Secured
    Notes, 11.000%, 8/1/2003                                         5,900,000      5,973,750
                                                                                  -----------
GAMING 5.41%
Casino America, Gtd Sr Secured
    Notes, 12.500%, 8/1/2003                                         5,800,000      5,800,000
Station Casinos, Sr Sub Notes,
    Series B, 9.625%, 6/1/2003                                       5,820,000      5,587,200
Trump Atlantic City Associates/Trump
    Atlantic City Funding, 1st
    Mortgage Notes 11.250%, 5/1/2006                                 6,750,000      6,480,000
Trump Castle Funding, Mortgage Notes,
    11.750%, 11/15/2003                                              2,900,000      2,740,500
                                                                                  -----------
                                                                                   20,607,700
                                                                                  -----------
METALS & MINING 1.36%
Haynes International, Sr Notes,
    11.625%, 9/1/2004                                                5,250,000      5,184,375
                                                                                  -----------
MOTION PICTURES & TELEVISION 1.44%
Viacom Inc, Sub Deb, 8.000%, 7/7/2006                                6,000,000      5,471,406
                                                                                  -----------
OFFICE EQUIPMENT 0.89%
Dictaphone Corp, Gtd Sr Sub Notes,
    11.750%, 8/1/2005                                                3,900,000      3,393,000
                                                                                  -----------
OIL & GAS RELATED 4.23%
Gulf Canada Resources Ltd, Sr Sub Deb,
    9.625%, 7/1/2005                                   CA            6,850,000      6,747,312
Maxus Energy, Medium-Term Notes,
    Series C, 10.830%, 9/1/2004                                      4,900,000      4,941,204
TransTexas Gas, Gtd Sr Secured Notes,
    11.500%, 6/15/2002                                               4,225,000      4,436,250
                                                                                  -----------
                                                                                   16,124,766
                                                                                  -----------
PAPER & PAPER PRODUCTS 5.53%
Crown Paper, Sr Sub Notes,
    11.000%, 9/1/2005                                                3,900,000      3,714,750
Repap New Brunswick, 2nd Priority Sr
    Secured Notes, 10.625%, 4/15/2005                  CA            3,450,000      3,277,500
SD Warren, Sr Sub Notes, Series B,
    12.000%, 12/15/2004                                              6,900,000      7,296,750
Tembec Finance, Gtd Sr Notes,
    9.875%, 9/30/2005                                  CA            7,190,000      6,758,600
                                                                                  -----------
                                                                                   21,047,600
                                                                                  -----------

<PAGE>


PRINTING & PUBLISHING 2.20%
Affiliated Newspapers Investments,
    Sr Discount Step-Up Notes, Zero
    Coupon^^, 7/1/2006                                               7,800,000      5,655,000
Hollinger International Publishing,
    Gtd Sr Sub Notes, 9.250% 2/1/2006                  CA            2,900,000      2,740,500
                                                                                  -----------
                                                                                    8,395,500
                                                                                  -----------
RECREATION PRODUCTS & SERVICES 1.50%
Six Flags Theme Parks, Sr Sub Discount
    Step-Up Notes, Series A Zero
    Coupon^^, 6/15/2005                                              6,750,000      5,720,625
                                                                                  -----------
RETAIL 0.78%
TPI Enterprises, Gtd Conv Sub
    Deb, 8.250%, 7/15/2002                                           3,368,000      2,963,840
                                                                                  -----------
SCHOOLS 0.25%
KinderCare Learning Centers,
    Sr Notes, 10.375%, 6/1/2001                                        900,000        951,750
                                                                                  -----------
TELECOMMUNICATIONS 21.12%
Arch Communications Group, Sr
    Discount Step-Up Notes,
    Zero Coupon^^, 3/15/2008                                         5,595,000      2,951,362
Centennial Cellular, Sr Notes,
    8.875%, 11/1/2001                                                5,500,000      5,142,500
Comcast Cellular, Sr Participating
    Redeemable Notes
    Series A, Zero Coupon, 3/5/2000                                  1,000,000        696,250
    Series B, Zero Coupon, 3/5/2000                                  5,400,000      3,759,750
CommNet Cellular, Sr Sub Discount
    Step-Up Notes, Zero Coupon^^,
    9/1/2003                                                         8,000,000      6,560,000
InterCel Inc, Sr Discount Step-Up
    Notes, Zero Coupon^^, 5/1/2006                                   4,000,000      2,090,000
International CableTel, Sr Deferred
    Step-Up Notes, Series B, Zero
    Coupon^^, 2/1/2006                                 UK           15,100,000      8,871,250
MFS Communications, Sr Discount
    Step-Up Notes, Zero Coupon^^,
    1/15/2006                                                       19,000,000     12,825,000



<PAGE>



Millicom International Cellular SA,
    Sr Sub Discount Step-Up Notes^
    Zero Coupon^^, 6/1/2006                            LU            8,000,000      4,320,000
NEXTEL Communications, Sr Redeemable
    Discount Step-Up Notes
    Zero Coupon^^, 8/15/2004                                         3,900,000      2,286,375
ORBCOMM Global LP/ORBCOMM Global
    Capital, Sr Notes^, 14.000%,
    8/15/2004                                                        2,900,000      2,907,250
Rogers Cantel, Sr Secured Deb,
    9.375%, 6/1/2008                                   CA            8,000,000      7,840,000
Sprint Spectrum LP/Sprint Spectrum
    Finance, Sr Discount Step-Up Notes
    Zero Coupon^^, 8/15/2006                                        12,500,000      7,031,250
Teleport Communications Group,
    Sr Notes, 9.875%, 7/1/2006                                       4,400,000      4,389,000
Vanguard Cellular Systems, Sr Deb,
    9.375%, 4/15/2006                                                  750,000        731,250
Western Wireless, Sr Sub Notes,
    10.500%, 6/1/2006                                                8,060,000      8,039,850
                                                                                  -----------
                                                                                   80,441,087
                                                                                  -----------
TRANSPORTATION 3.50%
Stena AB, Sr Notes, 10.500%,
    12/15/2005                                         SW            3,900,000      3,939,000
TNT Transport Europe PLC/TNT USA,
    Gtd Sr Notes, 11.500%, 4/15/2004                   AS            4,800,000      4,992,000
Viking Star Shipping, 1st Pfd Ship
    Mortgage Notes, 9.625%, 7/15/2003                                4,300,000      4,407,500
                                                                                  -----------
                                                                                   13,338,500
                                                                                  -----------
UTILITIES 3.58%
El Paso Electric, 1st Mortgage Bonds,
    Series B, 7.750%, 5/1/2001                                       3,000,000      2,940,000
Intermedia Communications of Florida,
    Sr Discount Step-Up Notes
    Zero Coupon^^, 5/15/2006                                         4,800,000      2,856,000
Long Island Lighting, Deb, 9.000%,
    11/1/2022                                                        3,000,000      2,722,377
Niagara Mohawk Power, Secured
    Facils Bonds, 8.770%, 1/1/2018                                   5,500,000      5,106,271
                                                                                  -----------
                                                                                   13,624,648
                                                                                  -----------
TOTAL FIXED INCOME SECURITIES
    (Cost $315,792,684)                                                           310,741,378
                                                                                  -----------
PREFERRED STOCKS 5.10%
BROADCASTING 1.08%
Chancellor Radio Broadcasting,
    Sr Cum Exchangeable Pfd, 12.250%~                                   39,000      4,095,000
                                                                                  -----------


<PAGE>


CABLE TELEVISION 3.25%
Cablevision Systems, Cum Exchangeable
    Pfd, Series H, 11.750%~                                             70,512      6,874,920
Tele-Communications Inc, Exchangeable
    Jr Pfd, Class B, 6.000%~                                            93,000      5,510,250
                                                                                  -----------
                                                                                   12,385,170
                                                                                  -----------
TELECOMMUNICATIONS 0.77%
ICG Holdings, Mandatory Redeemable
    Exchangeable Pfd~                                                    2,900      2,936,250
                                                                                  -----------
TOTAL PREFERRED STOCKS
    (Cost $19,124,750)                                                             19,416,420
                                                                                  -----------
OTHER SECURITIES 6.53%
BROADCASTING 0.98%
ParkCommunications,  Units^  (Each unit  consists  
    of one $1,000 face amount Sr Note 13.750%, 
    5/15/2004** and 1 wrnt to purchase
    10 shrs of cmn stock)                                                3,000      3,743,958
                                                                                  -----------
CABLE TELEVISION 3.39%
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
    purchase 57.721 shrs of cmn stock)                    AS             1,950      1,092,000
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)                                                           2,950      5,664,000
People's  Choice TV,  Units  (Each unit  consists  
    of one $1,000  face amount Sr Discount Step-Up 
    Note, Zero Coupon^^, 6/1/2004 and 1 wrnt to
    purchase 1.427 shrs of cmn stock)                                    4,850      2,788,750
United  International  Holdings,  Units  (Each unit  
    consists of one $1,000 face amount Sr Secured 
    Discount Note, Zero Coupon, 11/15/1999 and 1 wrnt 
    to purchase 4.535 shrs of cmn stock)                                 4,900      3,350,375
                                                                                  -----------
                                                                                   12,895,125
                                                                                  -----------
RETAIL 0.77%
InterAct  Systems,  Units^  (Each unit  consists  of 
    one $1,000  face  amount Sr Discount Step-Up Note, 
    14.000%^^, 8/1/2003 and 1 wrnt to purchase 1 shr
    of cmn stock)                                                        4,400      2,948,000
                                                                                  -----------


<PAGE>


TELECOMMUNICATIONS 1.39%
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 purchase 1 shr of cmn stock)                  440      2,475,000

Occidente y Caribe Celular SA, Units^ (Each unit consists 
    of one $1,000 face amount Sr Discount Step-Up Note, Zero
    Coupon^^, 3/15/2004 and 4 wrnts to purchase 5.709 shrs 
    of cmn stock each)                                        CO         5,500      2,805,000
                                                                                  -----------
                                                                                    5,280,000
                                                                                  -----------
TOTAL OTHER SECURITIES
    (Cost $26,385,957)                                                             24,867,083
                                                                                  -----------
SHORT-TERM INVESTMENTS - COMMERCIAL
    PAPER 6.79%
FINANCE RELATED 6.79%
Associates Corp of North America,
    5.250%, 9/3/1996                                                13,500,000     13,500,000
Chevron Oil Finance, 5.280%, 9/3/1996                               12,383,000     12,383,000
                                                                                  -----------
TOTAL SHORT-TERM INVESTMENTS
    (Cost $25,883,000)                                                             25,883,000
                                                                                  -----------
TOTAL INVESTMENT SECURITIES
    AT VALUE 100.00%
    (Cost $387,186,391) (Cost for Income
    Tax Purposes $387,300,401)                                                    380,907,881
                                                                                  ===========

SELECT INCOME Fund
FIXED INCOME SECURITIES 93.93%
US Government Obligations 6.27%
US Treasury Bonds, 6.875%, 8/15/2025+                                5,000,000      4,796,875
US Treasury Notes, 6.875%, 5/15/2006+                               12,000,000     11,943,732
                                                                                  -----------
    TOTAL US GOVERNMENT OBLIGATIONS
    (Cost $17,165,000)                                                             16,740,607
                                                                                  -----------
US Government Agency Obligations 23.74%
Federal Home Loan Mortgage, Gold,
    Participation Certificates
    7.000%, 4/1/2008                                                 4,776,719      4,714,235
    7.000%, 4/1/2024                                                 4,636,223      4,438,761
    7.000%, 5/1/2024                                                 8,836,763      8,460,396
    7.000%, 6/1/2024                                                 4,364,900      4,178,994
    6.500%, 6/1/2010                                                 2,612,113      2,527,530
    6.500%, 10/1/2010                                                4,627,639      4,449,517
    6.500%, 9/9/2011~~                                              20,000,000     19,200,000


<PAGE>


Federal National Mortgage Association,
    Gtd Mortgage Pass-Through
    Certificates, 7.500%, 12/1/2024                                  2,710,702      2,658,166
Government National Mortgage Associa-
    tion I Pass-Through Certificates
    7.500%, 5/15/2022                                                4,301,370      4,224,113
    7.500%, 11/15/2023                                               8,693,063      8,529,798
                                                                                  -----------
    TOTAL US GOVERNMENT AGENCY
    OBLIGATIONS
    (Cost $62,790,937)                                                             63,381,510
                                                                                  -----------
Corporate Bonds 63.92%
AEROSPACE & DEFENSE 0.99%
Howmet Corp, Sr Sub Notes,
    10.000%, 12/1/2003                                               2,500,000      2,656,250
                                                                                  -----------
BANKING 1.85%
Union Bank of Switzerland, Sub Notes,
    7.250%, 7/15/2006                                                5,000,000      4,932,590
                                                                                  -----------
BROADCASTING 4.54%
Allbritton Communications, Sr Sub Deb
    11.500%, 8/15/2004                                               3,225,000      3,321,750
    Series B, 9.750%, 11/30/2007                                     2,000,000      1,860,000
Benedek Broadcasting, Sr Secured
    Notes, 11.875%, 3/1/2005                                         2,100,000      2,281,125
Benedek Communications, Sr Sub Discount
    Step-Up Notes^, Zero Coupon^^,
    5/15/2006                                                        4,000,000      2,210,000
Young Broadcasting, Sr Sub Notes,
    Series B, 9.000%, 1/15/2006                                      2,650,000      2,438,000
                                                                                  -----------
                                                                                   12,110,875
                                                                                  -----------

BUILDING & CONSTRUCTION RELATED 3.89%
USG Corp
    Deb, 8.750%, 3/1/2017                                            2,110,000      2,099,450
    Sr Notes, 8.500%, 8/1/2005                                       8,340,000      8,277,450
                                                                                  -----------
                                                                                   10,376,900
                                                                                  -----------

<PAGE>


CABLE TELEVISION 9.63%
Cablevision Industries, Sr Deb,
    Series B, 9.250%, 4/1/2008                                       9,860,000      9,995,575
Comcast Cable Partners Ltd, Sr
    Discount Step-Up Deb, Zero
    Coupon^^, 11/15/2007                                             2,900,000      1,812,500
Continental Cablevision, Sr Sub Deb,
    11.000%, 6/1/2007                                                9,900,000     11,142,282
Lenfest Communications, Sr Notes,
    8.375%, 11/1/2005                                                3,000,000      2,760,000
                                                                                  -----------
                                                                                   25,710,357
                                                                                  -----------
FINANCE RELATED 1.83%
General Motors Acceptance, Medium-Term
    Notes, 6.700%, 4/25/2001                                         5,000,000      4,887,195
                                                                                  -----------
GAMING 1.55%
Ballys Park Place Funding, Gtd
    1st Mortgage Notes, 9.250%,
    3/15/2004                                                        3,000,000      3,180,000
Trump Atlantic City Associates/Trump
    Atlantic City Funding, 1st
    Mortgage Notes 11.250%, 5/1/2006                                 1,000,000        960,000
                                                                                  -----------
                                                                                    4,140,000
                                                                                  -----------
HEALTH CARE RELATED 0.40%
Tenet Healthcare, Sr Sub Notes,
    10.125%, 3/1/2005                                                1,000,000      1,073,750
                                                                                  -----------
HOUSEHOLD & HARDWARE PRODUCTS 0.72%
LifeStyle Furnishings International,
    Sr Sub Notes^, 10.875%, 8/1/2006                                 1,900,000      1,923,750
                                                                                  -----------
INSURANCE 1.02%
Berkley (W R) Corp, Sr Notes,
    6.250%, 1/15/2006                                                3,000,000      2,715,894
                                                                                  -----------



<PAGE>



INVESTMENT BROKERS 1.05%
Donaldson Lufkin & Jenrette,
    Medium-Term Notes, 5.625%,
    2/15/2016                                                        3,000,000      2,801,244
                                                                                  -----------
METALS & MINING 3.56%
Freeport-McMoRan Resource Partners LP,
    Sr Sub Notes, 8.750%, 2/15/2004                                  3,900,000      3,882,438
Royal Oak Mines, Sr Sub Notes^,
    11.000%, 8/15/2006                                               3,000,000      3,000,000
USX-Marathon Group, Conv Sub Deb,
    5.750%, 7/1/2001                                                 2,850,000      2,614,875
                                                                                  -----------
                                                                                    9,497,313
                                                                                  -----------
MOTION PICTURES & TELEVISION 4.09%
Viacom Inc, Sub Deb, 8.000%, 7/7/2006+                               8,000,000      7,295,208
Viacom International, Sub Deb
    Series A, 7.000%, 7/1/2003                                       2,000,000      1,811,972
    Series B, 7.000%, 7/1/2003                                       2,000,000      1,811,972
                                                                                  -----------
                                                                                   10,919,152
                                                                                  -----------
OIL & GAS RELATED 3.32%
Gulf Canada Resources Ltd
    Sr Notes, 8.350%, 8/1/2006                                       2,900,000      2,814,157
    Sr Sub Deb, 9.625%, 7/1/2005                                       350,000        344,753
    Sr Sub Deb, 9.250%, 1/15/2004                                    2,650,000      2,683,125
Maxus Energy, Medium-Term Notes,
    Series C, 10.830%, 9/1/2004                                      3,000,000      3,025,227
                                                                                  -----------
                                                                                    8,867,262
                                                                                  -----------
PAPER & PAPER PRODUCTS 1.80%
Canadian Pacific Forest Products Ltd,
    Deb, 10.250%, 1/15/2003                                          2,700,000      2,934,841
Tembec Finance, Gtd Sr Notes,
    9.875%, 9/30/2005                                                2,000,000      1,880,000
                                                                                  -----------
                                                                                    4,814,841
                                                                                  -----------
PRINTING & PUBLISHING 0.62%
News America Holdings, Sr Notes,
    8.500%, 2/15/2005                                                1,600,000      1,666,906
                                                                                  -----------
RECREATION PRODUCTS & SERVICES 0.82%
AMF Group, Sr Sub Discount Step-Up
    Notes^, Zero Coupon^^, 3/15/2006                                 3,750,000      2,179,688
                                                                                  -----------

<PAGE>



RETAIL 2.27%
Ferrellgas Partners LP/Ferrellgas
    Partners Finance, Sr Secured Notes^,
    9.375%, 6/15/2006                                                3,000,000      2,958,750
Revco (D S) Inc, Sr Notes, 9.125%,
    1/15/2000                                                        3,000,000      3,112,500
                                                                                  -----------
                                                                                    6,071,250
                                                                                  -----------
SAVINGS & LOAN 0.74%
Western Financial Savings Bank, Sub
    Capital Deb, 8.500%, 7/1/2003                                    2,000,000      1,985,378
                                                                                  -----------
TELECOMMUNICATIONS 9.76%
Centennial Cellular, Sr Notes,
    8.875%, 11/1/2001                                                2,000,000      1,870,000
Comcast Cellular, Sr Participating
    Redeemable Notes, Series B
    Zero Coupon, 3/5/2000                                            3,000,000      2,088,750
IMPSAT Corp, Gtd Sr Notes^,
    12.125%, 7/15/2003                                               2,000,000      1,995,000
International CableTel, Sr Deferred
    Step-Up Notes, Series B, Zero
    Coupon^^, 2/1/2006                                               5,200,000      3,055,000
MFS Communications, Sr Discount
    Step-Up Notes, Zero Coupon^^,
    1/15/2006                                                        8,000,000      5,400,000
Rogers Cantel, Sr Secured Deb,
    9.375%, 6/1/2008                                                 4,000,000      3,920,000
US WEST Communications, Deb, 6.875%,
    9/15/2033                                                        2,000,000      1,702,500
Vanguard Cellular Systems, Sr Deb,
    9.375%, 4/15/2006                                                4,160,000      4,056,000
Western Wireless, Sr Sub Notes,
    10.500%, 6/1/2006                                                2,000,000      1,995,000
                                                                                  -----------
                                                                                   26,082,250
                                                                                  -----------
TRANSPORTATION 3.67%
Delta Air Lines, Equipment Trust
    Certificates, Series 1992C,
    9.300%, 1/2/2010                                                 2,800,000      3,063,298
Overseas Shipholding Group, Deb,
    8.750%, 12/1/2013                                                2,000,000      1,981,040
Teekay Shipping, Gtd 1st Preferred
    Ship Mortgage Notes, 8.320%,
    2/1/2008                                                         5,000,000      4,750,000
                                                                                  -----------
                                                                                    9,794,338
                                                                                  -----------

<PAGE>


UTILITIES 5.80%
Cleveland Electric Illuminating,
    1st Mortgage Notes, 9.250%,
    5/1/2009                                                           500,000        491,497
El Paso Electric, 1st Mortgage Bonds,
    Series B, 7.750%, 5/1/2001                                       3,000,000      2,940,000
Long Island Lighting, Deb
    9.000%, 11/1/2022                                                5,000,000      4,537,295
    7.500%, 3/1/2007                                                 2,000,000      1,778,234
Niagara Mohawk Power, Secured Facils
    Bonds, 8.770%, 1/1/2018                                          3,000,000      2,785,239
Public Service of New Mexico, 1st
    Mortgage Notes, 9.000%, 5/1/2008                                 3,000,000      2,948,610
                                                                                  -----------
                                                                                   15,480,875
                                                                                  -----------
    TOTAL CORPORATE BONDS
    (Cost $175,112,969)                                                           170,688,058
                                                                                  -----------
TOTAL FIXED INCOME SECURITIES
    (Cost $255,068,906)                                                           250,810,175
                                                                                  -----------
SHORT-TERM INVESTMENTS -
    COMMERCIAL PAPER 6.07%

FINANCE RELATED 6.07%
Associates Corp of North America,
    5.250%, 9/3/1996                                                 8,100,000      8,100,000
General Electric Capital,
    5.280%, 9/3/1996                                                 8,100,000      8,100,000
                                                                                  -----------
TOTAL SHORT-TERM INVESTMENTS
    (Cost $16,200,000)                                                             16,200,000
                                                                                  -----------
TOTAL INVESTMENT SECURITIES AT
    VALUE 100.00%
    (Cost $271,268,906#)                                                          267,010,175
                                                                                  ===========

SHORT-TERM BOND Fund FIXED INCOME  SECURITIES  74.13% 
US Government  Obligations 28.46% US Treasury Notes, 
6.375%, 5/15/1999(Cost $3,022,031)                                   3,000,000      2,990,625
                                                                                  -----------


<PAGE>



US Government Agency Obligations 24.96%
Federal Home Loan Mortgage, Gold,
    Participation Certificates
    7.000%, 6/1/2009                                                 1,289,130      1,270,616
    6.500%, 9/1/2010                                                 1,406,113      1,351,991
                                                                                  -----------
    TOTAL US GOVERNMENT AGENCY OBLIGATIONS
    (Cost $2,671,989)                                                               2,622,607
                                                                                  -----------
Corporate Bonds 20.71%
BROADCASTING 2.10%
Granite Broadcasting, Sr Sub Deb,
    12.750%, 9/1/2002                                                  200,000        220,500
                                                                                  -----------
CABLE TELEVISION 2.02%
Century Communications, Sr Sub Notes,
    11.875%, 10/15/2003                                                200,000        212,750
                                                                                  -----------
FINANCE RELATED 8.76%
Chrysler Financial, Notes,
    6.500%, 6/15/1998                                                  470,000        469,169
Ford Motor Credit, Medium-Term Notes,
    5.938%, 2/1/1999                                                   450,000        451,115
                                                                                  -----------
                                                                                      920,284
                                                                                  -----------
LEASING COMPANIES 3.82%
United States Leasing International,
    Medium-Term Notes,
    5.650%, 11/16/1998                                                 400,000        401,341
                                                                                  -----------
RECREATION PRODUCTS & SERVICES 2.01%
United Artists Theatre Circuit,
    Sr Secured Notes, Series B,
    11.500%, 5/1/2002                                                  200,000        211,000
                                                                                  -----------
TELECOMMUNICATIONS 2.00%
Rogers Cantel Mobile, Gtd Sr Sub
    Notes, 11.125%, 7/15/2002                                          200,000        210,250
                                                                                  -----------
    TOTAL CORPORATE BONDS
    (Cost $2,193,758)                                                               2,176,125
                                                                                  -----------
TOTAL FIXED INCOME SECURITIES
    (Cost $7,887,778)                                                               7,789,357
                                                                                  -----------


<PAGE>


SHORT-TERM  INVESTMENTS  25.87%  Corporate Bonds 
16.07% BUSINESS  SERVICES 1.79% Tenneco Credit,
Notes, 9.250%, 11/1/1996                                               187,000        187,980
                                                                                  -----------
FINANCE RELATED 7.66%
AVCO Financial Services, Notes,
    7.500%, 11/15/1996                                                 350,000        351,277
General Motors Acceptance, Notes,
    7.750%, 4/15/1997                                                  450,000        454,358
                                                                                  -----------
                                                                                      805,635
                                                                                  -----------
INVESTMENT BROKERS 3.80%
Merrill Lynch & Co, Notes,
    5.000%, 12/15/1996                                                 400,000        399,257
                                                                                  -----------
UTILITIES 2.82%
Detroit Edison, Gen & Ref Mortgage,
    6.000%, 12/1/1996                                                  296,000        296,033
                                                                                  -----------
    TOTAL CORPORATE BONDS
    (Cost $1,738,769)                                                               1,688,905
                                                                                  -----------
Repurchase Agreements 9.80%
Repurchase Agreement with State
    Street Bank & Trust Co dated  8/30/1996 due 
    9/3/1996 at 5.200%, repurchased at $1,030,595  
   (Collateralized by US Treasury Bonds due 8/15/2023
   at 6.250%, value $1,038,238)(Cost $1,030,000)                     1,030,000      1,030,000
                                                                                  -----------
TOTAL SHORT-TERM INVESTMENTS
    (Cost $2,768,769)                                                               2,718,905
                                                                                  -----------
TOTAL INVESTMENT SECURITIES AT
    VALUE 100.00%
    (Cost $10,656,547#)                                                            10,508,262
                                                                                 ============

U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES 83.05%
US Government Obligations 40.73%
US Treasury Bonds
    8.500%, 2/15/2020                                                5,000,000      5,675,000
    8.125%, 8/15/2019                                                5,000,000      5,460,930
    8.125%, 5/15/2021                                               10,000,000     10,946,860
                                                                                  -----------
    TOTAL US GOVERNMENT OBLIGATIONS
    (Cost $21,960,156)                                                             22,082,790
                                                                                  -----------




<PAGE>



US Government Agency Obligations 42.32%
Federal Home Loan Mortgage, Gold,
    Participation Certificates,
    6.500%, 4/1/2026                                                14,916,181     13,802,076
Government National Mortgage Association
    I, Pass-Through Certificates
    6.500%, 4/15/2026                                                9,949,816      9,147,652
                                                                                  -----------
    TOTAL US GOVERNMENT AGENCY OBLIGATIONS
    (Cost $23,411,270)                                                             22,949,728
                                                                                  -----------
TOTAL FIXED INCOME SECURITIES
    (Cost $45,371,426)                                                             45,032,518
                                                                                  -----------
SHORT-TERM INVESTMENTS -
    REPURCHASE AGREEMENTS 16.95%
Repurchase  Agreement  with State  Street  Bank &
    Trust Co dated  8/30/1996  due 9/3/1996 at 5.200%, 
    repurchased at $9,195,310 (Collateralized by US Treasury
    Bonds due 8/15/2023 at 6.250%, value $9,256,155)
    (Cost $9,190,000)                                                9,190,000      9,190,000
                                                                                  -----------
TOTAL INVESTMENT SECURITIES
    AT VALUE 100.00%
    (Cost $54,561,426#)                                                            54,222,518
                                                                                  ===========

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

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

~ Security may make interest payments in other types of securities or cash.

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

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

# Also represents cost for income tax purposes.

^ The following are restricted securities at August 31, 1996:
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                                                     Value as
                                              Acquisition       Acquisition              % of
Description                                       Date(s)              Cost        Net Assets
- ----------------------------------------------------------------------------------------------
<S>                                          <C>               <C>                <C>  
High Yield Fund
Benedek Communications, Sr Sub
    Discount Step-Up Notes                        8/27/96        $4,256,968             1.14%
CS Wireless Systems, Units                        2/16/96         7,108,270              1.51
InterAct Systems, Units                           7/30/96         2,932,996              0.79
Millicom International Cellular
    SA, Sr Sub Discount Step-Up
    Notes, Zero Coupon, 6/1/2006                  5/24/96         4,256,663              1.15
Occidente y Caribe Celular SA, Units              5/31/96         2,944,093              0.75
ORBCOMM Global LP/ORBCOMM Global
    Capital, Sr Notes
    14.000%, 8/15/2004                             8/2/96         2,900,000              0.77
Park Communications, Units                         5/6/96         3,000,000              1.00
                                                                                  -----------
                                                                                        7.11%
                                                                                  ===========
Select Income Fund
AMF Group, Sr Sub Discount
    Step-Up Notes Zero Coupon,
    3/15/2006                                      3/7/96         2,186,726             0.84%
Benedek Communications, Sr Sub
    Discount Step-Up Notes
    Zero Coupon, 5/15/2006                        5/30/96         2,188,670              0.86
Ferrellgas Partners LP/Ferrellgas
    Partners Finance Sr Secured
    Notes, 9.375%, 6/15/2006                      4/23/96         3,000,000              1.15
IMPSAT Corp, Gtd Sr Notes,
    12.125%, 7/15/2003                            7/25/96         2,000,000              0.77
LifeStyle Furnishings International,
    Sr Sub Notes 10.875%, 8/1/2006                7/31/96         1,900,000              0.75
Royal Oak Mines, Sr Sub Notes,
    11.000%, 8/15/2006                             8/5/96         3,000,000              1.16
                                                                                  -----------
                                                                                        5.53%
                                                                                  ===========
</TABLE>



<PAGE>


Summary of Investments by Country
                                    % of
                                  Country       Investment
Country                             Code        Securities         Value
- ---------------------------------------------------------------------------
High Yield Fund
Australia                            AS              2.68       $10,224,000
Canada                               CA              9.23        35,146,412
Colombia                             CO              0.74         2,805,000
Germany                              GM              0.53         2,018,250
Luxembourg                           LU              1.13         4,320,000
Sweden                               SW              1.03         3,939,000
United Kingdom                       UK              3.63        13,808,750
United States                        US             81.03       308,646,469
                                                ---------------------------
                                                   100.00%      380,907,881
                                                ===========================

See Notes to Financial Statements




<PAGE>



INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
August 31, 1996

<TABLE>
<CAPTION>
                                                                                                                   U.S.
                                                             High            Select        Short-Term        Government
                                                            Yield            Income              Bond        Securities
                                                             Fund              Fund              Fund              Fund
                                                     ------------------------------------------------------------------
<S>                                                <C>                <C>                <C>                <C>   

ASSETS
Investment Securities:
    At Cost~                                         $387,186,391      $271,268,906       $10,656,547       $54,561,426
                                                     ==================================================================
    At Value~                                         380,907,881       267,010,175        10,508,262        54,222,518
Cash                                                       11,641            48,256             5,505             6,500
Receivables:
    Investment Securities Sold                          1,964,442        10,006,313                 0                 0
    Fund Shares Sold                                      974,366           534,264           108,459           192,579
    Dividends and Interest                              5,818,172         3,709,821           149,507           416,405
Prepaid Expenses and Other Assets                          52,994            32,053            13,114            13,663
                                                     ------------------------------------------------------------------
TOTAL ASSETS                                          389,729,496       281,340,882        10,784,847        54,851,665
                                                     ------------------------------------------------------------------
LIABILITIES
Payables:
    Distributions to Shareholders                         375,867           180,107             2,343            17,628
    Investment Securities Purchased                    12,632,681        22,162,855                 0                 0
    Fund Shares Repurchased                             1,436,592           849,873            37,515           207,444
Accrued Distribution Expenses                              78,839            55,191             2,243            11,195
Accrued Expenses and Other Payables                         4,273                 0             8,162             1,816
                                                     ------------------------------------------------------------------
TOTAL LIABILITIES                                      14,528,252        23,248,026            50,263           238,083
                                                     ------------------------------------------------------------------
Net Assets at Value                                   375,201,244       258,092,856        10,734,584        54,613,582
                                                     ==================================================================
NET ASSETS
Paid-in Capital*                                      380,583,412       261,161,169        11,209,671        55,403,619
Accumulated Undistributed (Distributions
    In Excess of) Net Investment Income                   (1,009)            24,027                 0                 0



<PAGE>



Accumulated Undistributed Net Realized Gain
    (Loss) on Investment Securities                       897,351         1,166,391         (326,802)         (451,129)
Net Depreciation of Investment Securities             (6,278,510)       (4,258,731)         (148,285)         (338,908)
                                                     ------------------------------------------------------------------
Net Assets at Value                                   375,201,244       258,092,856        10,734,584        54,613,582
                                                     ==================================================================
Shares Outstanding                                     54,835,176        40,629,816         1,140,887         7,638,635
Net Asset Value, Offering and Redemption
    Price per Share                                          6.84              6.35              9.41              7.15
                                                     ==================================================================
</TABLE>

     ~  Investment  securities  at cost and value at  August  31,  1996  include
repurchase  agreements of $1,030,000 and $9,190,000 for Short-Term Bond and U.S.
Government Securities Funds, respectively.

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

See Notes to Financial Statements




<PAGE>



INVESCO Income Funds, Inc.
Statement of Operations
Year Ended August 31, 1996

<TABLE>
<CAPTION>
                                                                                                                U.S.
                                                            High             Select        Short-Term        Government
                                                            Yield            Income           Bond           Securities
                                                            Fund             Fund             Fund              Fund
                                                     ------------------------------------------------------------------
<S>                                                  <C>               <C>                 <C>              <C>    

INVESTMENT INCOME
INCOME
Interest                                              $34,606,209       $20,863,877          $587,044       $ 2,863,742
Dividends                                                  38,414                 0                 0                 0
                                                     ------------------------------------------------------------------
    TOTAL INCOME                                       34,644,623        20,863,877           587,044         2,863,742
                                                     ------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                1,671,610         1,410,937            44,394           233,025
Distribution Expenses                                     857,391           641,335            22,197           105,920
Transfer Agent Fees                                       532,180           614,471            51,685           177,086
Administrative Fees                                        61,443            48,480            11,332            16,355
Custodian Fees and Expense                                 52,802            67,243             6,372            14,461
Directors' Fees and Expenses                               23,582            19,498             8,261            10,022
Professional Fees and Expenses                             26,493            23,487            12,149            16,813
Registration Fees and Expenses                             71,720            60,195            25,653            26,145
Reports to Shareholders                                    84,285            68,753             8,298            22,899
Other Expenses                                             25,119            19,503             2,077             3,985
                                                     ------------------------------------------------------------------
    TOTAL EXPENSES                                      3,406,625         2,973,902           192,418           626,711
    Fees and Expenses Absorbed by
    Investment Adviser                                      (521)         (372,595)         (121,704)         (195,258)
    Fees and Expenses Paid Indirectly                    (36,858)          (36,064)           (2,666)           (7,776)
                                                     ------------------------------------------------------------------
    NET EXPENSES                                        3,369,246         2,565,243            68,048           423,677
                                                     ------------------------------------------------------------------
NET INVESTMENT INCOME                                  31,275,377        18,298,634           518,996         2,440,065
                                                     ------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on Investment
    Securities                                         13,285,701         3,393,400          (36,906)           687,053
Change in Net Depreciation of Investment
    Securities                                        (8,092,678)      (10,577,175)          (88,336)       (3,007,303)
                                                     ------------------------------------------------------------------
NET GAIN (LOSS) ON INVESTMENT SECURITIES                5,193,023       (7,183,775)         (125,242)       (2,320,250)
                                                     ------------------------------------------------------------------
Net Increase in Net Assets from Operations             36,468,400        11,114,859           393,754           119,815

See Notes to Financial Statements
</TABLE>


<PAGE>


INVESCO Income Funds, Inc.
Statement of Changes in Net Assets
Year Ended August 31

<TABLE>
<CAPTION>

                                                             High Yield Fund                    Select Income Fund
                                                         1996              1995              1996              1995
                                                    -------------------------------      ------------------------------
<S>                                                 <C>                 <C>               <C>               <C>    

OPERATIONS
Net Investment Income                                 $31,275,377       $25,855,573       $18,298,634       $12,692,130
Net Realized Gain (Loss) on Investment
    Securities                                         13,285,701       (9,175,919)         3,393,400         1,099,163
Change in Net Appreciation (Depreciation)
    of Investment Securities                          (8,092,678)        13,064,414      (10,577,175)        10,684,511
                                                    -------------------------------      --------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS             36,468,400        29,744,068        11,114,859        24,475,804
                                                    -------------------------------      --------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                (31,275,377)      (25,855,573)      (18,298,634)      (12,692,130)
In Excess of Net Investment Income                        (1,009)                 0         (236,099)         (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                                  (31,276,386)      (26,913,333)      (19,462,761)      (12,812,213)
                                                    -------------------------------      --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                         521,528,845       369,650,883       183,060,076       168,255,492
Reinvestment of Distributions                          26,085,121        22,047,381        17,478,881        11,346,504
                                                    -------------------------------      --------------------------------
                                                      547,613,966       391,698,264       200,538,957       179,601,996
Amounts Paid for Repurchases of Shares              (466,563,331)     (349,343,198)     (150,695,392)     (113,005,592)
                                                    -------------------------------      --------------------------------
NET INCREASE IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                       81,050,635        42,355,066        49,843,565        66,596,404
                                                    -------------------------------      --------------------------------
Total Increase in Net Assets                           86,242,649        45,185,801        41,495,663        78,259,995
NET ASSETS
Beginning of Period                                   288,958,595       243,772,794       216,597,193       138,337,198
                                                    -------------------------------      --------------------------------
End of Period                                         375,201,244       288,958,595       258,092,856       216,597,193
                                                    ===============================      ================================
Accumulated Undistributed (Distributions
    In Excess of) Net Investment Income
    Included in Net Assets at End of Period               (1,009)                 0            24,027                 0
                                                    ===============================      ================================



<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                                            76,321,844        56,172,989        27,935,727        26,867,635
Shares Issued from Reinvestment of
    Distributions                                       3,819,405         3,348,656         2,677,261         1,806,508
                                                    -------------------------------      --------------------------------
                                                       80,141,249        59,521,645        30,612,988        28,674,143
Shares Repurchased                                   (68,212,157)      (52,832,960)      (23,097,234)      (17,930,852)
                                                    -------------------------------      --------------------------------
Net Increase in Fund Shares                            11,929,092         6,688,685         7,515,754        10,743,291
                                                    ================================      ================================
</TABLE>

See Notes to Financial Statements



<PAGE>


INVESCO Income Funds, Inc.
Statement of Changes in Net Assets (Continued)
Year Ended August 31

<TABLE>
<CAPTION>
                                                                Short-Term                       U.S. Government
                                                                Bond Fund                        Securities Fund
                                                       ----------------------------        --------------------------
                                                             1996              1995            1996              1995
<S>                                                  <C>               <C>             <C>             <C>    

OPERATIONS
Net Investment Income                                    $518,996          $523,746      $2,440,065        $2,493,232
Net Realized Gain (Loss) on Investment
    Securities                                           (36,906)           (7,117)         687,053         (408,402)
Change in Net Appreciation (Depreciation)
    of Investment Securities                             (88,336)            89,746     (3,007,303)         3,021,667
                                                       ----------------------------    ------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS                393,754           606,375         119,815         5,106,497
                                                       ----------------------------    ------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                   (518,996)         (523,746)     (2,440,065)       (2,493,232)
In Excess of Net Investment Income                        (2,069)           (2,276)        (57,412)          (19,177)
                                                       ----------------------------    ------------------------------
TOTAL DISTRIBUTIONS                                     (521,065)         (526,022)     (2,497,477)       (2,512,409)
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                          19,759,334        14,790,698      85,568,163        75,656,494
Reinvestment of Distributions                             477,042           487,634       2,279,230         2,314,765
                                                       ----------------------------    ------------------------------
                                                       20,236,376        15,278,332      87,847,393        77,971,259
Amounts Paid for Repurchases of Shares
                                                       ----------------------------    ------------------------------
                                                     (18,353,980)      (14,257,062)    (68,943,386)      (79,217,928)
NET INCREASE (DECREASE) IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                        1,882,396         1,021,270      18,904,007       (1,246,669)
                                                       ----------------------------    ------------------------------
Total Increase in Net Assets                            1,755,085         1,101,623      16,526,345         1,347,419
NET ASSETS
Beginning of Period                                     8,979,499         7,877,876      38,087,237        36,739,818
                                                       ----------------------------    ------------------------------
End of Period                                          10,734,584         8,979,499      54,613,582        38,087,237
                                                       ============================     ==============================

FUND SHARE TRANSACTIONS
Shares Sold                                             2,075,335         1,565,933      11,508,907        10,741,553
Shares Issued from Reinvestment of
    Distributions                                          50,130            51,720         305,421           323,737
                                                       ----------------------------    ------------------------------
                                                        2,125,465         1,617,653      11,814,328        11,065,290


<PAGE>



Shares Repurchased                                    (1,925,401)       (1,509,685)     (9,263,315)      (11,155,172)
                                                       ----------------------------    ------------------------------
Net Increase (Decrease) in Fund Shares                    200,064           107,968       2,551,013          (89,882)
                                                       ============================    ==============================
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO Income
Funds, Inc. (the "Fund"), 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 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 income 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.
       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 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, 1996, Short-Term Bond Fund had $64,
    $285,423 and $17,095, in net capital loss carryovers which expire in the
    years 2002, 2003 and 2004, respectively.  At August 31, 1996, U.S.
    Government Securities Fund had $434,697, in net capital loss carryovers
    which expire in the year 2003.
       Short-Term  Bond Fund incurred and elected to defer  post-October  31 net
    capital  losses of $24,220 to the year ended August 31, 1997.  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.
       Net capital loss  carryovers  utilized in 1996 by the High Yield and U.S.
    Government   Securities   Funds   amounted  to   $6,030,690   and  $646,073,
    respectively.



<PAGE>


      Dividends paid by the Fund from net investment income and distributions of
    net realized  short-term capital gains are, for federal income tax purposes,
    taxable as ordinary income to shareholders.
F.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - All of the Fund's net
    investment income is distributed to shareholders by dividends declared
    daily and paid monthly.  Reinvestment of dividends is effected at the
    month-end net asset value.  The Fund distributes net realized capital
    gains, if any, to its shareholders at least annually, if not offset by
    capital loss carryovers.  Income distributions and capital gain
    distributions are determined in accordance with income tax regulations
    which may differ from generally accepted accounting principles.  These
    differences are primarily due to differing treatments for mortgage-backed
    securities, market discounts, foreign currency transactions, nontaxable
    dividends, net operating losses and expired capital loss carryforwards.
       During the year ended August 31, 1996, the effect of such  differences on
    accumulated    undistributed   net   investment   income   and   accumulated
    undistributed net realized gain on investment securities were as follows:

                                            Accumulated             Accumulated
                                          Undistributed           Undistributed
                                           Net Realized             Net Gain on
                                             Investment              Investment
Fund                                             Income              Securities
- --------------------------------------------------------------------------------
Select Income Fund                             $260,126              $(260,126)
Short-Term Bond Fund                              2,069                 (2,069)
U.S. Government Securities Fund                  57,412                (57,412)

Net investment income, net realized gains, paid-in capital and net assets were
not affected.
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/service
    arrangements  with third  parties.  Such  credits  are  included in Fees and
    Expenses Paid Indirectly in the Statement of Operations.
       For the year ended August 31, 1996,  Fees and  Expenses  Paid  Indirectly
    consisted of the following:

                                         Custodian Fees                   Other
Fund                                       and Expenses                Expenses
- --------------------------------------------------------------------------------
High Yield Fund                                 $36,758                    $100
Select Income Fund                               36,064                       0
Short-Term Bond Fund                              2,666                       0
U.S. Government Securities Fund                   7,776                       0


<PAGE>



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  received  a  transfer  agent  fee at an  annual  rate  of  $20.00  per
shareholder  account, or per participant in an omnibus account through April 30,
1996. 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.  As of
May 1, 1996,  the transfer agent fee became $26.00 per  shareholder  account or,
where applicable, per participant in an omnibus account, per year, computed in a
manner similar to the previous fee.
     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 year ended
August 31, 1996, High Yield, Select Income,  Short-Term Bond and U.S. Government
Securities Funds paid the Distributor $842,755,  $630,553, $21,828 and $102,611,
respectively,  for  reimbursement  of  expenses  incurred.  IFG has  voluntarily
agreed, in some instances,  to absorb certain fees and expenses incurred by High
Yield, Select Income and 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.



<PAGE>


     NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended
August 31, 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                            $925,311,661            $850,134,108
Select Income Fund                          482,360,773             415,654,074
Short-Term Bond Fund                          1,524,320               2,212,426

For the year ended August 31, 1996, the aggregate cost of purchases and proceeds
from sales of U.S. Government securities were as follows:

Fund                                        Purchases                   Sales
- --------------------------------------------------------------------------------
Select Income Fund                          $79,761,985             $95,935,975
Short-Term Bond Fund                          8,535,783               5,268,695
U.S. Government Securities Fund              92,238,609              78,567,119

NOTE  4  -  APPRECIATION  AND  DEPRECIATION.  At  August  31,  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 depreciation by Fund were as follows:

                               Gross                Gross                 Net
Fund                         Appreciation         Depreciation      Depreciation
- --------------------------------------------------------------------------------
High Yield Fund              $2,906,328           $9,298,848         $6,392,520
Select Income Fund            1,678,674            5,937,405          4,258,731
Short-Term Bond Fund              3,389              151,674            148,285
U.S. Government
Securities Fund                 403,586              742,494            338,908

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  deferred  compensation  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 were based on an annual rate equal to 25% of the  retainer  fee at the time
of retirement.  As of July 1, 1996,  benefits are based on an annual rate of 40%
of the retainer fee at the time of retirement.



<PAGE>



    Pension expenses for the year ended August 31, 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                $3,200             $6,386                $15,023
Select Income Fund              2,410              3,055                  8,521
Short-Term Bond Fund               91                228                    502
U.S. Government
Securities Fund                   440                941                  2,167

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
year ended August 31, 1996, there were no such borrowings.




<PAGE>



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

<TABLE>
<CAPTION>
                                                                                       Period               Year
                                                                                       Ended                Ended
                                              Year Ended August 31                     August 31            December 31
                                          ------------------------------------        ----------        -------------------
<S>                                      <C>            <C>            <C>            <C>            <C>             <C>

                                            1996           1995           1994         1993>>           1992           1991

                                                High Yield Fund

PER SHARE DATA
Net Asset Value -
    Beginning of Period                    $6.73          $6.73          $7.32          $6.97          $6.66          $6.00
                                          ------------------------------------        ----------       --------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.63           0.66           0.62           0.39           0.64           0.70
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)          0.11           0.03         (0.59)           0.36           0.30           0.64
                                          ------------------------------------        ----------       --------------------
Total from Investment Operations            0.74           0.69           0.03           0.75           0.94           1.34
                                          ------------------------------------        ----------       --------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
    Income+                                 0.63           0.66           0.62           0.40           0.63           0.68
In Excess of Capital Gains                  0.00           0.03           0.00           0.00           0.00           0.00
                                          ------------------------------------        ----------       --------------------
Total Distributions                         0.63           0.69           0.62           0.40           0.63           0.68
                                          ------------------------------------        ----------       --------------------
Net Asset Value -
    End of Period                           6.84           6.73           6.73           7.32           6.97           6.66
                                          ====================================        ==========       ====================

TOTAL RETURN                              11.38%         11.12%          0.37%        11.01%*         14.53%         23.51%

RATIOS
Net Assets - End of Period
    ($000 Omitted)                       375,201        288,959        243,773        308,945        212,172         99,103
Ratio of Expenses to
    Average Net Assets#                   0.99%@          1.00%          0.97%         0.97%~          1.00%          1.05%
Ratio of Net Investment Income
    to Average Net Assets#                 9.13%         10.01%          8.70%         8.28%~          9.29%         10.57%
Portfolio Turnover Rate                     266%           201%           195%           45%*           120%            64%
</TABLE>

>> From January 1, 1993 to August 31, 1993, the Fund's current fiscal year-end.



<PAGE>



+ Distributions in excess of net investment income for the year ended August 31,
1996, aggregated less that $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 years
ended August 31, 1996, 1995 and 1994. If such expenses had not been  voluntarily
absorbed,  ratio of expenses to average net assets would have been 0.99%,  1.07%
and 0.98%,  respectively,  and ratio of net  investment  income to  average  net
assets would have been 9.13%, 9.94% and 8.69%, respectively.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>




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

<TABLE>
<CAPTION>
                                                                                       Period                 Year
                                                                                       Ended                  Ended
                                                   Year Ended August 31                August 31            December 31
                                            1996           1995           1994         1993>>           1992           1991
                                          ------------------------------------        ----------       ---------------------
<S>                                      <C>            <C>            <C>            <C>            <C>             <C>

                                           Select Income Fund

PER SHARE DATA
Net Asset Value -
    Beginning of Period                     6.54           6.18           6.80           6.53           6.50           5.96
                                          ------------------------------------        ----------       ---------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.47           0.47           0.47           0.33           0.52           0.53
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)         (0.17)          0.36          (0.43)          0.27           0.13           0.53
                                          ------------------------------------        ----------       ---------------------
Total from Investment Operations            0.30           0.83           0.04           0.60           0.65           1.06
                                          ------------------------------------        ----------       ---------------------
LESS DISTRIBUTIONS
Dividends from Net
    Investment Income                       0.46           0.47           0.47           0.33           0.52           0.52
In Excess of Net Investment
    Income+                                 0.01           0.00           0.00           0.00           0.00           0.00
Distributions from Capital Gains            0.02           0.00           0.09           0.00           0.10           0.00
In Excess of Capital Gains                  0.00           0.00           0.10           0.00           0.00           0.00
                                          ------------------------------------        ----------       ---------------------
Total Distributions                         0.49           0.47           0.66           0.33           0.62           0.52
                                          ------------------------------------        ----------       ---------------------
Net Asset Value -
    End of Period                           6.35           6.54           6.18           6.80           6.53           6.50
                                          ====================================        ==========       =====================
TOTAL RETURN                                4.78%         14.01%          0.47%          9.42%*        10.38%         18.57%

RATIOS
Net Assets - End of Period
    ($000 Omitted)                       258,093        216,597        138,337         158,780       123,036         93,827
Ratio of Expenses to Average
    Net Assets#                             1.01%@         1.00%          1.11%          1.15%~         1.14%          1.15%
Ratio of Net Investment Income
    to Average Net Assets#                  7.14%          7.38%          7.22%          7.40%~         7.97%          8.57%
Portfolio Turnover Rate                      210%           181%           135%           105%*          178%           117%

</TABLE>


<PAGE>



>> From January 1, 1993 to August 31, 1993, the Fund's current 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 years
ended August 31, 1996, 1995 and 1994. If such expenses had not been  voluntarily
absorbed,  ratio of expenses to average net assets would have been 1.16%,  1.22%
and 1.15%,  respectively,  and ratio of net  investment  income to  average  net
assets would have been 6.99%, 7.16% and 7.18%, respectively.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>


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

<TABLE>
<CAPTION>
                                                                                    Period
                                                                                    Ended
                                                Year Ended August 31                August 31
                                           ---------------------------------     ------------
                                              1996               1995                1994^
<S>                                          <C>                <C>                <C>    

                                              Short-Term Bond Fund

PER SHARE DATA
Net Asset Value -
    Beginning of Period                       $9.54              $9.46              $ 10.00
                                           ---------------------------------     ------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.56               0.57                 0.47
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)           (0.13)               0.08               (0.54)
                                           ---------------------------------     ------------
Total from Investment Operations               0.43               0.65               (0.07)
                                           ---------------------------------     ------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+          0.56               0.57                 0.47
                                           ----------------------------------    ------------
Net Asset Value - End of Period                9.41               9.54                 9.46
                                           ==================================    ============

TOTAL RETURN                                  4.63%              7.16%             (0.72%)*

RATIOS
Net Assets - End of Period
    ($000 Omitted)                           10,735              8,979                7,878
Ratio of Expenses to Average Net Assets#     0.80%@              0.46%               0.46%~
Ratio of Net Investment Income to
    Average Net Assets#                       5.85%              6.05%               5.50%~
Portfolio Turnover Rate                        103%                68%                169%*
</TABLE>

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

+  Distributions  in excess of net investment  income for the years ended August
31, 1996 and 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.




<PAGE>



# Various expenses of the Fund were voluntarily  absorbed by IFG and ITC for the
years ended August 31, 1996,  1995 and for the period ended August 31, 1994.  If
such expenses had not been  voluntarily  absorbed,  ratio of expenses to average
net assets would have been 2.17%,  2.09% and 2.04%  (annualized),  respectively,
and ratio of net investment  income to average net assets would have been 4.48%,
4.42% and 3.92% (annualized), respectively.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>



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

<TABLE>
<CAPTION>
                                                                                      Period                  Year
                                                                                      Ended                   Ended
                                                  Year Ended August 31               August 31              December 31
                                          -------------------------------------    ------------      ----------------------
                                            1996           1995           1994         1993>>           1992           1991
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>


                                          U.S. Government Securities Fund

PER SHARE DATA
Net Asset Value -
    Beginning of Period                    $7.49          $7.10          $8.19          $7.61          $7.65          $7.09
                                          -------------------------------------    ------------      ----------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.44           0.45           0.41           0.28           0.46           0.48
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)        (0.34)           0.39         (0.93)           0.58         (0.04)           0.57
                                          -------------------------------------    ------------      ----------------------
Total from Investment Operations            0.10           0.84         (0.52)           0.86           0.42           1.05
                                          -------------------------------------    ------------      ----------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
    Income                                  0.43           0.45           0.41           0.28           0.46           0.49
In Excess of Net Investment
    Income+                                 0.01           0.00           0.00           0.00           0.00           0.00
Distributions from Capital Gains            0.00           0.00           0.16           0.00           0.00           0.00
                                          -------------------------------------    ------------      ----------------------
Total Distributions                         0.44           0.45           0.57           0.28           0.46           0.49
                                          -------------------------------------    ------------      ----------------------
Net Asset Value - End of Period             7.15           7.49           7.10           8.19           7.61           7.65
                                          =====================================    ============      ======================

TOTAL RETURN                               1.31%         12.37%        (6.53%)        11.61%*          5.68%         15.56%

RATIOS
Net Assets - End of Period
    ($000 Omitted)                        54,614         38,087         36,740         36,391         35,799         29,229
Ratio of Expenses to Average
    Net Assets#                           1.02%@          1.00%          1.32%         1.40%~          1.27%          1.27%
Ratio of Net Investment Income
    to Average Net Assets#                 5.76%          6.24%          5.46%         5.36%~          6.08%          6.78%
Portfolio Turnover Rate                     212%            99%            95%          100%*           115%            67%

</TABLE>



<PAGE>



>> From January 1, 1993 to August 31, 1993, the Fund's current 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 years
ended August 31, 1996, 1995 and 1994. If such expenses had not been  voluntarily
absorbed,  ratio of expenses to average net assets would have been 1.48%,  1.51%
and 1.42%,  respectively,  and ratio of net  investment  income to  average  net
assets would have been 5.30%, 5.73% and 5.36%, respectively.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>



Report of Independent Accountants


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

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the  financial  position of High Yield Fund,  Select Income
Fund,  Short-Term Bond Fund and U.S.  Government  Securities Fund  (constituting
INVESCO Income Funds,  Inc.,  hereafter referred to as the "Fund") at August 31,
1996,  the  results of each of their  operations  for the year then  ended,  the
changes in each of their net assets for each of the two years in the period then
ended  and the  financial  highlights  for  each of the  periods  indicated,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these financial  statements in accordance with generally
accepted auditing  standards which require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  August  31,  1996 by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.



/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP

Denver, Colorado
September 30, 1996




<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

You can find us on the Word Wide Web:
http://www.invesco.com

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

If you're in Denver, please 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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