INVESCO INCOME FUNDS INC
N-30D, 1997-10-24
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Annual Report

August 31, 1997

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 1997
     U.S. financial markets are highly dependent on investors' perception of the
domestic economy.  This has been especially true this year. In the early spring,
fears of inflation  and the  potential  for an  overheating  economy  caused the
Federal Reserve Board to increase  short-term interest rates by 25 basis points.
This produced a dramatic increase in interest rates and tempered the returns for
fixed-income  securities.  Subsequently,  the prevailing view had been of strong
and stable  economic  growth with  benign  inflation.  Quickly,  the bond market
rallied, and equity markets followed.  Recently,  however, renewed concerns over
inflation, and a stronger-than-expected  economy have again increased day-to-day
volatility within the fixed-income market.
     Why has the economy been so difficult to gauge?
     Conventional  wisdom has always held that strong economic growth and benign
inflation couldn't coexist.  However,  for the last seven months they have. Some
analysts  are calling the current  economic  environment  a "new  paradigm" or a
"utopian environment." The Gross Domestic Product (GDP) -- the primary indicator
of economic  status --  continues  to  increase  at a rapid pace.  In the fourth
quarter of 1996,  the GDP rose at a revised rate of 3.9%;  for the first quarter
of 1997, 4.9%; and for the second quarter of 1997, 3.3%.
      Meanwhile, the specter of inflation has been nonexistent. Wholesale prices
across  the  economy  decreased  for the first  seven  months  of 1997,  yet the
unemployment  rate measured 4.9% in August and 4.8% in July -- the lowest levels
since 1973.
      Given these conditions, credit analysis continues to play a more important
role in  evaluating  fixed-income  securities  than  interest-rate  analysis  --
especially for high-yield  securities.  Until a clearer picture of the economy's
direction  does  develop,   fixed-income   investors  may  experience  continued
day-to-day volatility, although probably to a lesser degree than equity markets.

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, for the 10 years ended 8/31/97 (or for Short-Term Bond Fund, from
inception  through  8/31/97).  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
                         Average Annual Total Return
                              as of 8/31/97 (2)

                         1 Year               19.27%
                         ---------------------------
                         5 Years              11.12%
                         ---------------------------
                         10 Years              9.82%
                         ---------------------------

      For the one-year period ended 8/31/97,  INVESCO High Yield Fund achieved a
total  return of 19.27%,  compared  to 14.90% for the  Merrill  Lynch High Yield
Master Index. The fund also outperformed its peers over the same period, besting
the average fund return of 15.79% for the Lipper High Current  Yield  objective.
(Lipper Analytical Services,  Inc., is an independent mutual fund analyst, which
tracks fund performance by total return  unadjusted for commissions.  Of course,
past performance is not a guarantee of future results.) (1),(2)

Graph:      This line graph compares 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 in each case reinvestment of all
            dividends and capital gain distributions, for the ten
            year period ended 8/31/97.

      INVESCO High Yield Fund received the overall prestigious  five-star rating
for risk-adjusted performance by Morningstar,  for the period ended 8/31/97. For
the  three-year  and  five-year  periods  ended  8/31/97,  the fund received the
five-star rating,  and for the 10-year period ended 8/31/97, a four-star rating.
(3)
      This has been a record year for new issues of  high-yield  securities,  as
investors'  demand for stronger yields plus a vibrant economy have increased the
number of participants in this market.  However,  tightening credit and interest
rate  spreads  have changed the  risk/reward  relationship,  requiring a greater
emphasis on fundamental  analysis.  Even with many high-yield  sectors appearing
fully valued, we continue to seek opportunities through our in-depth research.


<PAGE>


     Earlier in the fund's fiscal year, we identified  undervalued securities in
the  broadcast  radio and  communications  industries,  which were  experiencing
consolidation  and improving  fundamentals.  The fund's returns were enhanced by
investments in Chancellor  Broadcasting,  which was acquired by Evergreen Media.
Another  company  that  produced  positive  returns  for  the  portfolio  was EZ
Communications,  Inc.,  which was bought by  American  Radio  Systems.  We later
reduced our exposure to the radio  broadcasting  sector,  however,  as promising
targets disappeared.
     The  communications  sector remains our favorite  investment area. This is
especially true in regard to competitive  local exchange carriers -- local phone
companies.  These  companies  should be "cash flow  positive"  this year for the
first time,  which may increase  their  credit  quality.  Consolidation  is also
occurring in the industry,  which  provides two ways to win for these  holdings.
Recently,  the fund's  performance has been enhanced by companies like McLeodUSA
Inc.  and  Brooks  Fiber   Properties.   Both   companies  have  been  improving
fundamentally, and are active in acquiring local communications companies.

Looking Forward
We believe that the current strong economy and low interest rates provide a good
investment environment for high-yield securities.  This market has the potential
to offer competitive returns with less risk than the broad equity market.

Select Income Fund
      For the one-year period ended 8/31/97, INVESCO Select Income Fund achieved
a total  return of 12.89%,  compared  to a total  return of 9.80% for the Lehman
Government/  Corporate Bond Index. In addition,  the fund  outperformed its peer
group for the same  period,  besting the  average  fund return of 11.19% for the
Lipper Corporate Debt BBB objective.  (Lipper Analytical  Services,  Inc., is an
independent  mutual fund analyst,  which tracks fund performance by total return
unadjusted for  commissions.  Of course,  past performance is not a guarantee of
future results.) (1),(2)

                              Select Income Fund
                         Average Annual Total Return
                              as of 8/31/97 (2)

                         1 Year               12.89%
                         ---------------------------
                         5 Years               8.72%
                         ---------------------------
                         10 Years              9.35%
                         ---------------------------


<PAGE>




      INVESCO  Select  Income Fund  received the overall  prestigious  five-star
rating for  risk-adjusted  performance  by  Morningstar,  for the  period  ended
8/31/97.  For the five-year and 10-year periods ended 8/31/97, the fund received
the five-star rating, and for the three-year period, a four-star rating. (3)
      Our strong  relative  performance  over the last year can be attributed to
our  value-oriented  bond  management  strategy,  which has  helped us  identify
undervalued   securities.   Earlier  in  1997,   our  analysis   suggested  that
mortgage-backed  obligations were undervalued by the market -- thus we increased
our position in these securities.  However,  after producing strong returns, the
spreads  narrowed,  and we reduced the fund's exposure.  During this period,  we
also avoided  investment grade corporate debt, as we considered these securities
generally unattractive due to narrow spreads (that is, on a risk/reward basis).
      As the year progressed, we increased the fund's emphasis on putable bonds.
(Putable bonds are debt  obligations  that allow a holder to redeem the issue at
specified  intervals  before  maturity  and  receive  full  face  value.)  These
securities provide price appreciation in bull markets, while offering protection
in bear  markets.  They can be an excellent  hedge in a volatile  interest  rate
environment, and remain a major focus of the fund's investment strategy.

Graph:      This line graph represents a comparison of the value of
            a $10,000 investment in INVESCO Select Income Fund to the
            value of a $10,000 investment in the Lehman Government/
            Corporate Bond Index, assuming in each cash reinvestment
            of all dividends and capital gain distributions, for the
            ten year period ended August 31, 1997.

      In our semiannual report, we mentioned the intriguing possibilities of the
electric utility industry. Over the last six months, this industry surpassed our
expectations and is now the dominant theme in the portfolio. Proposed changes in
individual state  legislation  potentially  allow electric utility  companies to
recover the "stranded  costs"  associated with the building of new power plants.
This may create  enormous  cash flows for certain  electric  companies and allow
them to pay down their debt -- improving their credit ratings. New England Power
and  Light,  Pennsylvania  Power  and  Light,  and  Houston  Light and Power are
examples of three fund holdings that enhanced returns over the last year.


<PAGE>



      Last year, we utilized a "credit barbell"  approach,  by investing on both
extremes  of the  credit  quality  spectrum.  In  response  to  changing  market
conditions and tightening credit spreads,  we have altered our strategy.  Moving
forward, we expect to stay focused on putable bonds,  yield-to-call  issues, and
the electric  utility  industry.  We believe these  securities  are  undervalued
compared to alternative  investments in the fixed-income  market.  Interest rate
volatility may continue into next year, and investment  selectivity  will remain
crucial.

                       U.S. Government Securities Fund
                         Average Annual Total Return
                              as of 8/31/97 (2)

                         1 Year               11.01%
                         ---------------------------
                         5 Years               6.05%
                         ---------------------------
                         10 Years              7.48%
                         ---------------------------

U.S. Government Securities Fund
      For the one-year period ended 8/31/97,  INVESCO U.S. Government Securities
Fund had a total return of 11.01%,  compared to a total return of 13.39% for the
Lehman Long Government Bond Index.  However, the fund outperformed its peers for
the same period, beating the average fund return of 8.91% for the Lipper General
U.S. Government objective.  (Lipper Analytical Services, Inc., is an independent
mutual fund analyst,  which tracks fund  performance by total return  unadjusted
for  commissions.  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
            in each case reinvestment  of all dividends and and capital
            gain  distributions,  for the ten year period ended
            August 31, 1997.

      Over the last year, a volatile interest rate environment made fixed-income
investing  more  challenging.  We have  successfully  navigated by adjusting the
duration of the fund,  and by  allocating  assets  between U.S.  Treasuries  and
mortgage-backed  securities on a sliding scale between 40% to 60% approximately.
(Duration is the weighted average term-to-maturity of the security's cash flows,


<PAGE>



generally used to measure the price volatility of a bond.) Recently, we modestly
increased the fund's exposure to  intermediate-term  mortgage-backed  securities
while reducing our exposure to U.S. Treasuries with longer maturities.
      Looking forward,  we will continue to evaluate  economic trends developing
in  the  interest   rate  market,   adjusting  the  duration  of  the  portfolio
accordingly.  Duration is now slightly on the high side of our mid-range target.
This is in response to our positive near-term view for interest rates.

Short-Term Bond Fund
      For the one-year period ended 8/31/97,  INVESCO Short-Term Bond Fund had a
total  return of 7.08%,  compared to a total  return of 7.04% for the Lehman 1-3
Year  Government/Corporate  Bond Index. The fund  outperformed its peers for the
same  period,  besting  the average  fund  return of 6.74% for the Lipper  Short
Investment  Grade Debt  objective.  (Lipper  Analytical  Services,  Inc.,  is an
independent  mutual fund analyst,  which tracks fund performance by total return
unadjusted for  commissions.  Of course,  past performance is not a guarantee of
future results.) (1),(2)
      The fund seeks a high current yield,  while keeping the average  portfolio
maturity  between two to three years.  Because the fund targets a very  specific
maturity  segment of the  fixed-income  market,  it is more  sensitive to sector
allocation decisions than perceptions of where interest rates are headed.

                             Short-Term Bond Fund
                         Averaige Annual Total Return
                              as of 8/31/97 (2)

                        1 Year                   7.08%
                        ------------------------------
                        Since Inception (10/93) 4.59%
                        ------------------------------

      During the last year,  the fund's  assets have  primarily  been  allocated
among mortgage-backed securities, U.S. Treasuries, floating rate securities, and
investment  grade corporate  debt. The investment  grade corporate debt holdings
generally represent special situations and, typically,  enhance the yield of the
fund.
      Looking  forward,  we will continue to manage the fund  conservatively  by
focusing on high-quality securities.



<PAGE>

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  in  each  case
            reinvestment   of  all  dividends  and  capital  gain
            distributions, for the period from inception (10/93)
            through 8/31/97.

(1)   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, high
yield bond, and longer-term government 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.

(3)  Morningstar   proprietary   rankings   reflect   historical   risk-adjusted
performance  and are subject to change every month.  Ratings are  calculated for
the fund's overall,  three-, five-, and 10-year average annual returns (based on
available track records) in excess of 90 day Treasury bill returns.  The top 10%
of funds in an investment category receive 5 stars; the next 22.5%, 4 stars; and
the next 35%, 3 stars.  As of  8/31/97,  High Yield Fund  received 5 stars among
1,284 funds in the taxable  bond fund  category for the 3-year  period,  5 stars
among 698 for the 5-year,  and 4 stars among 269 for the 10-year.  Select Income
Fund  received 4 stars among 1,284 funds in the taxable  bond fund  category for
the 3-year period,  5 stars among 698 for the 5-year,  and 5 stars among 269 for
the 10-year.

Fund Management
      Vice President Richard R. Hinderlie:  manager, U.S. Government  Securities
Fund;  co-manager,  Short-Term  Bond 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 BA in
economics from Pacific Lutheran University.
     Senior Vice President Donovan "Jerry" Paul: manager, Select Income Fund and
High Yield Fund;  co-manager,  Short-Term Bond Fund.  Jerry began his investment
career in 1976; before joining INVESCO, he worked for Stein, Roe & Farnham Inc.,



<PAGE>



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>




INVESCO Income Funds, Inc.
Statement of Investment Securities
August 31, 1997
<TABLE>
<CAPTION>

                                                  Country     Shares, Units
                                                  Code if      or Principal
Description                                        Non US            Amount             Value

<S>                                                 <C>       <C>                <C>
HIGH  YIELD Fund 
FIXED  INCOME  SECURITIES  91.79%
Corporate  Bonds  91.79%
AIR FREIGHT 3.25%
Navigator Gas Transport PLC,
   1st Priority Ship Mortgage Notes^,
   10.500%, 6/30/2007                                  UK      $  6,750,000        $6,918,750
                                                                                 ------------
Statia Terminals International
   NV/Statia Terminals Canada
   1st Mortgage Notes, Series B,
   11.750%, 11/15/2003                                         $  3,750,000         3,960,938
                                                                                 ------------
Viking Star Shipping, 1st Pfd
   Ship Mortgage Notes,
   9.625%, 7/15/2003                                           $  3,159,000         3,324,847
                                                                                 ------------
                                                                                   14,204,535
                                                                                 ------------
ALUMINUM 2.17%
Kaiser Aluminum & Chemical, Sr Sub
   Notes, 12.750%, 2/1/2003                                    $  8,750,000         9,471,875
                                                                                 ------------
BROADCASTING 8.14%
Allbritton Communications, Sr Sub Deb
   11.500%, 8/15/2004                                          $  2,000,000         2,100,000
   Series B, 9.750%, 11/30/2007                                $  8,875,000         8,741,875
Capstar Radio Broadcasting Partners,
   Sr Sub Notes^, 9.250%, 7/1/2007                             $  2,900,000         2,936,250
Commodore Media, Sr Sub Step-Up Notes,
   7.500%^^, 5/1/2003                                          $ 10,500,000        11,550,000
Granite Broadcasting, Sr Sub Notes,
   9.375%, 12/1/2005                                           $  4,800,000         4,692,000
Paxson Communications, Sr Sub Notes,
   11.625%, 10/1/2002                                          $  3,175,000         3,444,875
Young Broadcasting, Gtd Sr Sub Notes,
   11.750%, 11/15/2004                                         $  1,900,000         2,123,250
                                                                                 ------------
                                                                                   35,588,250
                                                                                 ------------
<PAGE>

CABLE 13.21%
Century Communications, Sr Notes,
   8.875%, 1/15/2007                                           $  4,900,000         4,838,750
Diamond Cable Communications PLC,
   Sr Discount Step-Up Notes
   Zero Coupon^^, 2/15/2007                            UK      $  9,000,000         5,557,500
Fox/Liberty Networks LLC/FLN Finance,
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 8/15/2007                                    $ 12,500,000         7,687,500
Galaxy Telecom LP/Galaxy Telecom
   Capital, Sr Sub Notes,
   12.375%, 10/1/2005                                          $  5,400,000         5,818,500
Kabelmedia Holding GmbH, Sr Discount
   Step-Up Notes, Zero Coupon^^,
   8/1/2006                                            GM      $  6,750,000         4,404,375
Marcus Cable LP/Marcus Cable
   Capital III, Sr Deb,
   11.875%, 10/1/2005                                          $  8,230,000         8,950,125
Multicanal SA, Notes, 10.500%, 2/1/2007                AR      $  1,400,000         1,494,500
NTL Inc, Sr Deferred Coupon
   Step-Up Notes, Zero Coupon^^
   Series B, 2/1/2006                                          $  7,200,000         5,184,000
   10/15/2003                                                  $  2,000,000         1,795,000
OpTel Inc, Sr Notes, Series B,
   13.000%, 2/15/2005                                          $  2,400,000         2,316,000
Rogers Communications, Sr Notes,
   8.875%, 7/15/2007                                   CA      $  2,800,000         2,775,500
TCI Satellite Entertainment,
   Sr Sub Discount Step-Up Notes^,
   Zero Coupon^^, 2/15/2007                                    $ 11,100,000         6,882,000
                                                                                 ------------
                                                                                   57,703,750
                                                                                 ------------
COMMUNICATIONS - EQUIPMENT
   & MANUFACTURING 1.13%
GCI Inc, Sr Notes, 9.750%, 8/1/2007                            $  4,800,000         4,920,000
                                                                                 ------------
COMPUTER RELATED 4.40%
Bell & Howell, Sr Discount Step-Up Deb,
   Series B, Zero Coupon^^, 3/1/2005                           $ 11,850,000         9,909,563
Unisys Corp, Sr Notes, Series B,
   12.000%, 4/15/2003                                          $  8,500,000         9,328,750
                                                                                 ------------
                                                                                   19,238,313
                                                                                 ------------
<PAGE>
CONTAINERS 1.10%
Gaylord Container, Sr Notes^,
   9.750%, 6/15/2007                                             $4,750,000         4,821,250
                                                                                 ------------
DISTRIBUTION 1.75%
AmeriServe Food Distribution,
   Sr Sub Notes^, 10.125%, 7/15/2007                             $3,350,000         3,433,750
Di Giorgio Corp, Sr Notes^,
   10.000%, 6/15/2007                                            $4,250,000         4,196,875
                                                                                 ------------
                                                                                    7,630,625
ENTERTAINMENT 1.40%
All American Communications,
   Sr Sub Notes, Series B,
   10.875%, 10/15/2001                                           $5,750,000         6,109,375
FINANCIAL 1.86%
Delta Financial, Sr Notes,
   9.500%, 8/1/2004                                              $3,800,000         3,771,500
HomeSide Inc, Sr Secured Priority
   Notes, Series B, 11.250%, 5/15/2003                           $3,750,000         4,364,062
                                                                                 ------------
                                                                                    8,135,562
                                                                                 ------------
GAMING 5.77%
Alliance Gaming, Sr Sub Notes^,
   10.000%, 8/1/2007                                             $1,900,000         1,843,000
Aztar Corp, Sr Sub Notes,
   13.750%, 10/1/2004                                            $9,500,000        10,877,500
California Hotel Finance, Gtd Sr
   Sub Notes, 11.000%, 12/1/2002                                 $  250,000           263,750
Mohegan Tribal Gaming Authority,
   Sr Secured Notes, Series B,
   13.500%, 11/15/2002                                           $6,605,000         8,652,550
Station Casinos, Sr Sub Notes,
   10.125%, 3/15/2006                                            $3,600,000         3,591,000
                                                                                 ------------
                                                                                   25,227,800
                                                                                 ------------
HEALTH CARE RELATED 1.08%
Vencor Inc, Sr Sub Notes^,
   8.625%, 7/15/2007                                             $4,750,000         4,738,125
                                                                                 ------------


<PAGE>



LODGING - HOTELS 1.53%
Signature Resorts, Sr Sub Notes^,
   9.750%, 10/1/2007                                             $6,750,000         6,665,625
                                                                                 ------------
MANUFACTURING 1.18%
International Wire Group, Sr Sub Notes,
   Series B^, 11.750%, 6/1/2005                                  $4,750,000         5,165,625
                                                                                 ------------
METALS MINING 2.58%
Haynes International, Sr Notes,
   11.625%, 9/1/2004                                             $4,150,000         4,565,000
Westmin Resources Ltd, Sr Secured
   Notes, 11.000%, 3/15/2007                           CA        $6,250,000         6,687,500
                                                                                 ------------
                                                                                   11,252,500
                                                                                 ------------
NATURAL GAS 0.69%
Ferrellgas LP/Ferrellgas Finance,
   Sr Notes, Series A, 10.000%, 8/1/2001                         $2,900,000         3,030,500
                                                                                 ------------
OIL & GAS RELATED 4.41%
Dual Drilling, Sr Sub Notes,
   9.875%, 1/15/2004                                             $6,240,000         6,708,000
Energy Corp of America, Sr Sub Notes^,
   9.500%, 5/15/2007                                             $6,000,000         5,940,000
Forcenergy Inc, Sr Sub Notes,
   Series A, 8.500%, 2/15/2007                                   $1,750,000         1,725,938
Magnum Hunter Resources, Sr Sub
   Notes^, 10.000%, 6/1/2007                                     $4,900,000         4,900,000
                                                                                 ------------
                                                                                   19,273,938
                                                                                 ------------
PAPER & FOREST PRODUCTS 5.05%
Ainsworth Lumber Ltd, Sr Secured Notes^,
   12.500%, 7/15/2007                                  CA        $5,750,000         5,692,500
Fort Howard, Sr Sub Notes,
   9.000%, 2/1/2006                                              $4,750,000         5,011,250
Riverwood International, Sr Notes^,
   10.625%, 8/1/2007                                             $3,400,000         3,442,500
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                                   CA        $7,575,000         7,934,812
                                                                                 ------------
                                                                                   22,081,062
                                                                                 ------------



<PAGE>

PUBLISHING 4.13%

Affiliated Newspaper Investments,
   Sr Discount Step-Up Deb,
   Zero Coupon^^, 7/1/2006                                      $19,618,000        18,048,560
                                                                                 ------------
REAL ESTATE INVESTMENT TRUST 1.17%
Saul (B F) REIT, Sr Secured Notes,
   Series B, 11.625%, 4/1/2002                                  $ 4,750,000         5,094,375
                                                                                 ------------
RETAIL 0.23%
InterAct Systems, Sr Discount Step-Up
   Notes, Zero Coupon^^, 8/1/2003                               $ 2,400,000         1,008,000
                                                                                 ------------
SAVINGS & LOAN 1.52%
Bayview Capital, Sub Notes,
   9.125%, 8/15/2007                                            $ 3,750,000         3,787,500
Western Financial Savings Bank,
   Sub Capital Deb, 8.875%, 8/1/2007                            $ 2,900,000         2,840,976
                                                                                 ------------
                                                                                    6,628,476
                                                                                 ------------
SERVICES 1.32%
Williams Scotsman, Sr Notes^,
   9.875%, 6/1/2007                                             $ 5,750,000         5,750,000
                                                                                 ------------
SPECIALTY PRINTING 0.95%
MDC Communications, Sr Sub Notes,
   10.500%, 12/1/2006                                  CA       $ 3,900,000         4,143,750
                                                                                 ------------
TELECOMMUNICATIONS - CELLULAR
   & WIRELESS 9.06%
Centennial Cellular, Sr Notes,
   8.875%, 11/1/2001                                            $ 5,500,000         5,513,750
CommNet Cellular
   Sr Sub Discount Step-Up Notes,
   Zero Coupon^^, 9/1/2003                                      $ 8,040,000         7,879,200
   Sub Notes, 11.250%, 7/1/2005                                 $ 3,000,000         3,450,000
Microcell Telecommunications, Sr
   Discount Step-Up Notes, Series B
   Zero Coupon^^, 6/1/2006                                      $ 8,500,000         5,588,750
NEXTEL Communications, Sr Discount
   Step-Up Notes, Zero Coupon^^,
   8/15/2004                                                    $ 6,300,000         5,229,000
PriCellular Wireless, Sr Sub Discount
   Step-Up Notes, Zero Coupon^^,
   10/1/2003                                                    $12,215,000        11,909,625
                                                                                 ------------
                                                                                   39,570,325
                                                                                 ------------
<PAGE>
TELECOMMUNICATIONS -
   LONG DISTANCE 11.31%
Brooks Fiber Properties
Sr Discount Step-Up Notes,
   Zero Coupon^^, 3/1/2006                                     $ 10,150,000         7,358,750
   Sr Notes^, 10.000%, 6/1/2007                                $  6,750,000         7,104,375
Cia Internacional de Telecomunicaciones
   SA, Medium-Term Notes^,
   8.850%, 8/1/2004                                    AR      $  2,000,000         2,022,500
Hyperion Telecommunications, Sr
   Secured Notes^, 12.250%, 9/1/2004                           $  6,750,000         6,918,750
IXC Communications, Sr Notes,
   Series B, 12.500%, 10/1/2005                                $  3,800,000         4,322,500
McLeodUSA Inc
   Sr Discount Step-Up Notes^,
   Zero Coupon^^, 3/1/2007                                     $ 10,000,000         6,600,000
   Sr Notes^, 9.250%, 7/15/2007                                $  6,000,000         6,105,000
NEXTLINK Communications LLC/
   NEXTLINK Capital, Sr Notes,
   12.500%, 4/15/2006                                          $  8,140,000         8,994,700
                                                                                 ------------
                                                                                   49,426,575
                                                                                 ------------
TELEPHONE 1.40%
Intermedia Communications, Sr
   Discount Step-Up Notes^,
   Zero Coupon^^, 7/15/2007                                    $  9,700,000         6,135,250
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $394,180,099)                                                            401,064,021
                                                                                 ------------
COMMON STOCKS & WARRANTS 0.10%
CABLE 0.00%
OpTel Inc*^                                                           2,400                25
                                                                                 ------------
RETAIL 0.00%
InterAct Systems, Warrants^ (Exp 2003)*                               2,400             6,000
                                                                                 ------------
TELECOMMUNICATIONS - CELLULAR
   & WIRELESS 0.10%
Microcell Telecommunications
   Conditional Warrants (Exp 1997)*^                                 34,000           21,250


<PAGE>



   Warrants (Exp 1997)*^                                             34,000           425,000
NEXTLINK Communications LLC/NEXTLINK
   Capital, Contingent Warrants^
   (Exp 2009)*                                                       82,000               829
                                                                                 ------------
                                                                                      447,079
                                                                                 ------------
TOTAL COMMON STOCKS & WARRANTS
   (Cost $341,308)                                                                    453,104
                                                                                 ------------
PREFERRED STOCKS 3.16%
BROADCASTING 0.70%
Capstar Radio Broadcasting Partners,
   Sr Exchangeable Pfd^, 12.000%                                     29,000         3,059,500
                                                                                 ------------
PUBLISHING 1.04%
K-III Communications, Sr Exchangeable
   Pfd, 11.500%                                                     169,100         4,544,562
                                                                                 ------------
TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 0.61%
NEXTLINK Communications LLC/NEXTLINK
   Capital, Sr Exchangeable Pfd**,
   14.000%                                                           45,264         2,659,260
                                                                                 ------------
TELECOMMUNICATIONS -
   LONG DISTANCE 0.81%
IXC Communications, Jr Exchangeable
   Pfd^**, 12.500%                                                    3,350         3,534,250
                                                                                 ------------
TOTAL PREFERRED STOCKS
   (Cost $12,793,596)                                                              13,797,572
                                                                                 ------------
OTHER SECURITIES 3.00%
SERVICES 0.22%
Verio Inc, Units^ (Each unit consists 
of one $1,000 face amount Sr Note, 
13.500%
   6/15/2004 and 8 wrnts to buy
   1.7604 shrs of cmn stock)                                            900           960,750
                                                                                 ------------
TELEPHONE 2.78%
Ionica PLC,  Units^  (Each unit  consists  
of one $1,000 face amount Sr Discount
   Note, 13.500% , 5/1/2007 and 1 wrnt to
   purchase 19.619 shrs of cmn stock)                  UK             9,150         4,941,000


<PAGE>



Metronet Communications, Units^ 
(Each unit consists of one $1,000 
face amount Sr
   Note 12.000%, 8/15/2007 and 1 wrnt to purchase 3.429 shrs
   of cmn stock)                                       CA             6,750         7,222,500
                                                                                 ------------
                                                                                   12,163,500
                                                                                 ------------
TOTAL OTHER SECURITIES
   (Cost $12,308,783)                                                              13,124,250
                                                                                 ------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 1.95%
FINANCIAL 1.95%
Associates Corp of North America,
   5.583%, 9/2/1997
 (Cost $8,503,000)                                               $8,503,000         8,503,000
                                                                                 ------------
TOTAL  INVESTMENT  SECURITIES
AT VALUE  100.00%  
(Cost  $428,126,786)  
(Cost for
   Income Tax Purposes
   $428,232,365)                                                                 $436,941,947
                                                                                 ============

SELECT INCOME Fund
FIXED INCOME SECURITIES 96.04%
US Government Agency Obligations 11.03%
Federal Home Loan Mortgage, Gold,
   Participation Certificates
   7.000%, 5/1/2024                                             $ 4,450,670       $ 4,417,423
   6.500%, 10/1/2010                                            $ 4,207,379       $ 4,155,880
   6.500%, 9/1/2011                                             $23,218,699       $22,925,912
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY
   OBLIGATIONS (Cost $30,863,988)                                                  31,499,215
                                                                                 ------------
Corporate Bonds 85.01%
AIR FREIGHT 1.44%
Navigator Gas Transport PLC, 1st
   Priority Ship Mortgage Notes^
   10.500%, 6/30/2007                                  UK       $ 4,000,000         4,100,000
                                                                                 ------------


<PAGE>


BROADCASTING 1.80%
Allbritton Communications, Sr Sub
   Deb, 11.500%, 8/15/2004                                      $ 2,000,000         2,100,000
Capstar Radio Broadcasting Partners,
   Sr Sub Notes^, 9.250%, 7/1/2007                              $ 3,000,000         3,037,500
                                                                                 ------------
                                                                                    5,137,500
                                                                                 ------------
BUILDING MATERIALS 3.58%
   USG Corp
   Deb, 8.750%, 3/1/2017                                        $   200,000           206,000
   Sr Notes, 8.500%, 8/1/2005                                   $ 9,340,000        10,017,150
                                                                                 ------------
                                                                                   10,223,150
                                                                                 ------------
CABLE 2.98%
CF Cable TV, 2nd Priority Sr Secured
   Notes, 11.625%, 2/15/2005                           CA       $ 4,000,000         4,560,000
Fox/Liberty Networks LLC/FLN Finance,
   Sr Notes^, 8.875%, 8/15/2007                                 $ 4,000,000         3,960,000
                                                                                 ------------
                                                                                    8,520,000
                                                                                 ------------
COMPUTER RELATED 3.63%
Bell & Howell, Sr Discount Step-Up
   Deb, Series B, Zero Coupon^^,
   3/1/2005                                                     $ 3,000,000         2,508,750
International Business Machines,
   Deb, 6.220%, 8/1/2027                                        $ 8,000,000         7,854,568
                                                                                 ------------
                                                                                   10,363,318
                                                                                 ------------
ELECTRIC UTILITIES 25.10%
Boston Edison, Deb, 7.800%, 3/15/2023                           $ 1,500,000         1,488,969
Carolina Power & Light, 1st Mortgage
   8.625%, 9/15/2021                                            $ 1,000,000         1,156,964
   6.875%, 8/15/2023                                            $ 2,500,000         2,320,852
DQU-II Funding, Collateral Lease,
   8.700%, 6/1/2016                                             $ 8,000,000         8,719,800
Detroit Edison, Secured Medium-Term
   Notes, Series 92D, 8.300%, 8/1/2022                          $ 3,000,000         3,218,463
El Paso Electric, 1st Mortgage,
   Series C, 8.250%, 2/1/2003                                   $ 3,375,000         3,510,000
Gulf States Utilities, 1st Mortgage,
   8.940%, 1/1/2022                                             $ 1,000,000         1,057,545
Jersey Central Power & Light,
   1st Mortgage, 7.500%, 5/1/2023                               $ 4,000,000         3,913,191


<PAGE>



Long Island Lighting, Deb,
   8.200%, 3/15/2023                                            $ 7,117,000         7,483,369
Metropolitan Edison, Secured Medium-
   Term Notes, Series B, 6.970%,
   10/19/2023                                                   $ 3,500,000         3,258,167
PSI Energy, Deb, 6.350%, 11/15/2006                             $ 5,750,000         5,731,295
Pacific Gas & Electric, 1st & Ref
   Mortgage, Series 91A, 8.800%, 5/1/2024                       $ 3,600,000         4,236,372
Pennsylvania Power, 1st Mortgage,
   8.500%, 7/15/2022                                            $ 2,000,000         2,154,950
Pennsylvania Power & Light,
   1st Mortgage, 7.875%, 2/1/2023                               $ 5,000,000         5,159,910
Philadelphia Electric, 1st & Ref
   Mortgage
   7.750%, 3/1/2023                                             $ 5,270,000         5,395,658
   7.250%, 11/1/2024                                            $ 4,500,000         4,381,339
Public Service Electric & Gas,
   1st & Ref Mortgage, 7.500%, 3/1/2023                         $ 3,124,000         3,081,376
Public Service of New Mexico, 1st
   Mortgage Notes, 9.000%, 5/1/2008                             $ 3,100,000         3,186,180
Utilicorp United, Sr Notes,
   9.000%, 11/15/2021                                           $ 2,000,000         2,189,084
                                                                                 ------------
                                                                                   71,643,484
                                                                                 ------------
ENTERTAINMENT 4.90%
Time Warner, Deb, 6.850%, 1/15/2026                             $ 5,000,000         4,924,834
Time Warner Entertainment LP, Sr Deb,
   8.375%, 3/15/2023                                            $ 5,000,000         5,283,324
Viacom International, Sub Deb
   Series A, 7.000%, 7/1/2003                                   $ 1,942,000         1,860,218
   Series B, 7.000%, 7/1/2003                                   $ 2,000,000         1,915,776
                                                                                 ------------
                                                                                   13,984,152
                                                                                 ------------
GAMING 1.54%
Aztar Corp, Sr Sub Notes,
   13.750%, 10/1/2004                                           $ 2,000,000         2,290,000
California Hotel Finance, Gtd
   Sr Sub Notes, 11.000%, 12/1/2002                             $ 2,000,000         2,110,000
                                                                                 ------------
                                                                                    4,400,000
                                                                                 ------------


<PAGE>

HEALTH CARE DRUGS -
   PHARMACEUTICALS   2.88%
McKesson Corp, Sub Deb,
   4.500%, 3/1/2004                                             $ 9,316,000         8,221,900
                                                                                 ------------
HEALTH CARE RELATED 2.28%
FHP International, Sr Notes,
   7.000%, 9/15/2003                                            $ 6,535,000         6,501,011
                                                                                 ------------
INSURANCE 2.83%
Berkley (W R) Corp, Sr Notes,
   6.250%, 1/15/2006                                            $ 3,000,000         2,843,829
Veritas Holdings GmbH, Sr Notes^,
   9.625%, 12/15/2003                                  GM       $ 5,000,000         5,225,000
                                                                                 ------------
                                                                                    8,068,829
                                                                                 ------------
INVESTMENT BANK/BROKER FIRM 3.29%
Donaldson Lufkin & Jenrette,
   Medium-Term Notes,
   5.625%, 2/15/2016                                            $ 3,000,000         2,911,437
Lehman Brothers Holdings, Sr Notes,
   8.800%, 3/1/2015                                             $ 4,000,000         4,531,623
Salomon Inc, Unsecured Notes,
   2.250%, 3/2/2015                                             $ 4,000,000         1,945,000
                                                                                 ------------
                                                                                    9,388,060
                                                                                 ------------
MACHINERY 1.72%
AGCO Corp, Sr Sub Notes,
   8.500%, 3/15/2006                                            $ 4,750,000         4,916,250
                                                                                 ------------
NATURAL GAS 1.33%
Noram Energy, Conv Sub Deb,
   6.000%, 3/15/2012                                            $ 4,242,000         3,807,195
                                                                                 ------------
OFFICE EQUIPMENT & SUPPLIES 1.73%
Xerox Corp, Medium-Term Notes,
   Series D, 6.250%, 11/15/2026                                 $ 5,000,000         4,924,615
                                                                                 ------------
OIL & GAS RELATED 4.49%
Atlantic Richfield, Deb
   9.125%, 3/1/2011                                             $   874,000         1,049,767
   9.125%, 8/1/2031                                             $ 3,650,000         4,530,664
Energy Corp of America, Sr Sub Notes^,
   9.500%, 5/15/2007                                            $ 4,000,000         3,960,000
Sun Inc, Deb, 9.375%, 6/1/2016                                  $ 3,000,000         3,276,888


<PAGE>



                                                                                 ------------
                                                                                   12,817,319
                                                                                 ------------
PAPER & FOREST PRODUCTS 4.94%
Champion International, Deb,
   6.400%, 2/15/2026                                            $ 3,000,000         2,908,746
Fort Howard, Sr Sub Notes,
   9.000%, 2/1/2006                                             $ 3,000,000         3,165,000
Quno Corp, Sr Notes,
   9.125%, 5/15/2005                                   CA       $ 5,000,000         5,400,000
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                                   CA       $ 2,500,000         2,618,750
                                                                                 ------------
                                                                                   14,092,496
                                                                                 ------------
PUBLISHING 2.00%
Affiliated Newspaper Investments,
   Sr Discount Step-Up Deb,
   Zero Coupon^^, 7/1/2006                                      $ 3,000,000         2,760,000
Quebecor Printing, Capital Deb,
   6.500%, 8/1/2027                                    CA       $ 3,000,000         2,958,750
                                                                                 ------------
                                                                                    5,718,750
                                                                                 ------------
RAILROADS 2.07%
Ferrovie dello Stato,
   9.125%, 7/6/2009                                    IT       $ 5,000,000         5,915,625
                                                                                 ------------
REAL ESTATE RELATED 1.20%
Trizec Finance Ltd, Gtd Sr Notes,
   10.875%, 10/15/2005                                          $ 3,000,000         3,416,250
                                                                                 ------------
SAVINGS & LOAN 1.79%
Dime Bancorp, Sr Notes,
   10.500%, 11/15/2005                                          $ 2,850,000         3,078,000
Western Financial Savings Bank,
   Sub Capital Deb, 8.500%, 7/1/2003                            $ 2,000,000         2,037,550
                                                                                 ------------
                                                                                    5,115,550
                                                                                 ------------
TELECOMMUNICATIONS - CELLULAR
   & WIRELESS 0.69%
Microcell Telecommunications, Sr
   Discount Step-Up Notes, Series B
   Zero Coupon^^, 6/1/2006                                      $ 3,000,000         1,972,500
                                                                                  ------------

<PAGE>



                                                                                
TELECOMMUNICATIONS -
   LONG DISTANCE 4.34%
Brooks Fiber Properties, Sr Discount
   Step-Up Notes, Zero Coupon^^,
   3/1/2006                                                     $ 7,300,000         5,292,500
Cia Internacional de Telecomunicaciones
   SA, Medium-Term Notes^
   8.850%, 8/1/2004                                    AR       $ 2,000,000         2,022,500
McLeodUSA Inc, Sr Notes^,
   9.250%, 7/15/2007                                            $ 5,000,000         5,087,500
                                                                                 ------------
                                                                                   12,402,500
                                                                                 ------------
TELEPHONE 0.71%
Frontier Corp, Notes, 7.250%, 5/15/2004                         $ 2,000,000         2,034,898
                                                                                 ------------
TOBACCO 1.75%
Standard Commercial Tobacco,
   Sr Notes^, 8.875%, 8/1/2005                                  $ 5,000,000         4,987,500
                                                                                 ------------
   TOTAL CORPORATE BONDS
   (Cost $240,630,865)                                                            242,672,852
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $271,494,853)                                                            274,172,067
                                                                                 ------------
WARRANTS 0.06%
TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 0.06%
Microcell Telecommunications
   Conditional Warrants (Exp 1997)*^                                 12,000             7,500
   Warrants (Exp 1997)*^                                             12,000           150,000
                                                                                 ------------
TOTAL WARRANTS
(Cost $120,626)                                                                       157,500
                                                                                 ------------
SHORT-TERM INVESTMENTS -
   COMMERICAL PAPER 3.90%
FINANCIAL 3.90%
General Electric Capital,
   5.590%, 9/2/1997
   (Cost $11,127,000)                                            11,127,000        11,127,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES
   AT VALUE 100.00%
   (Cost $282,742,479) (Cost for
   Income Tax Purposes $282,751,836)                                             $285,456,567
                                                                                 ============



<PAGE>



SHORT-TERM BOND Fund
FIXED INCOME SECURITIES 84.80%
US Government Agency Obligations 52.03%
Federal Home Loan Mortgage, Gold,
   Participation Certificates
   7.000%, 4/1/2008                                              $2,286,245        $2,303,300
   6.500%, 8/1/2008                                              $3,804,043         3,776,425
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY
   OBLIGATIONS
   (Cost $6,080,351)                                                                6,079,725
                                                                                 ------------
Corporate Bonds 32.77%
AUTOMOBILES 6.43%
General Motors Acceptance, Pass-
   Through Trust, Series 1997^,
   6.500%, 1/17/2000                                               $750,000           750,900
                                                                                 ------------
BROADCASTING 2.25%
Allbritton Communications, Sr Sub Deb,
   11.500%, 8/15/2004                                              $250,000           262,500
                                                                                 ------------
CABLE 1.95%
CF Cable TV, 2nd Priority Sr Secured
   Notes, 11.625%, 2/15/2005                                       $200,000           228,000
                                                                                 ------------
COMPUTER RELATED 2.23%
Bell & Howell, Sr Sub Notes, Series B,
   10.750%, 10/1/2002                                              $250,000           261,250
                                                                                 ------------
ELECTRIC UTILITIES 2.13%
PSI Energy, Deb, 6.350%, 11/15/2006                                $250,000           249,187
                                                                                 ------------
FINANCIAL 7.29%
Ford Motor Credit, Medium-Term Notes,
   5.969%, 2/1/1999                                                $450,000           450,866
United States Leasing International,
   Medium-Term Notes, 5.878%, 11/16/1998                           $400,000           400,541
                                                                                 ------------
                                                                                      851,407
                                                                                 ------------


<PAGE>



GAMING 2.45%
Aztar Corp, Sr Sub Notes,
   13.750%, 10/1/2004                                              $250,000           286,250
                                                                                 ------------
PUBLISHING 1.97%
Affiliated Newspaper Investments,
   Sr Discount Step-Up Deb, Zero
   Coupon^^, 7/1/2006                                              $250,000           230,000
                                                                                 ------------
REAL ESTATE INVESTMENT TRUST 2.16%
Fisher Brothers Financial Realty,
   Secured Notes, 10.750%, 12/17/2000                              $250,000           252,500
                                                                                 ------------
TELECOMMUNICATIONS - CELLULAR
   & WIRELESS 3.91%
Centennial Cellular, Sr Notes,
   8.875%, 11/1/2001                                               $250,000           250,625
Rogers Cantel Mobile, Gtd Sr Sub
   Notes, 11.125%, 7/15/2002                                       $200,000           206,600
                                                                                 ------------
                                                                                      457,225
                                                                                 ------------
   TOTAL CORPORATE BONDS
   (Cost $3,818,124)                                                                3,829,219
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $9,898,475)                                                                9,908,944
                                                                                 ------------
SHORT-TERM INVESTMENTS 15.20%
Corporate Bonds 4.04%
FINANCIAL 4.04%
Chrysler Financial, Notes,
   6.500%, 6/15/1998
   (Cost $471,354)                                                  470,000           471,952
                                                                                 ------------
Repurchase Agreements 11.16%
   Repurchase Agreement with State
   Street Bank & Trust Co dated
   8/29/1997
   due 9/2/1997 at 5.500%,
   repurchased at $1,304,797
   (Collateralized by
   US Treasury Notes due 8/15/1998
   at 5.875%, value $1,338,078)
   Cost $1,304,000)                                               1,304,000      $  1,304,000
                                                                                 ------------

<PAGE>



TOTAL SHORT-TERM INVESTMENTS
   (Cost $1,775,354)                                                                1,775,952
                                                                                 ------------
TOTAL INVESTMENT SECURITIES
   AT VALUE 100.00%
   (Cost $11,673,829) (Cost for
   Income Tax Purposes $11,680,370)                                              $ 11,684,896
                                                                                 ============

U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES 99.57%
US Government Obligations 47.65%
US Treasury Bonds
   8.125%, 8/15/2019                                            $ 5,000,000       $ 5,815,625
   8.125%, 5/15/2021                                            $10,000,000        11,675,000
   6.375%, 8/15/2027                                            $11,000,000        10,666,568
                                                                                 ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $27,131,266)                                                              28,157,193
                                                                                 ------------
US Government Agency Obligations 51.92%
Federal Home Loan Mortgage, Gold,
   Participation Certificates
   6.500%, 6/1/2010                                             $ 3,813,052         3,785,369
   6.500%, 8/1/2010                                             $ 4,012,183         3,963,073
   6.500%, 10/1/2010                                            $ 2,575,946         2,544,417
   6.500%, 11/1/2010                                            $ 1,748,212         1,726,813
   6.500%, 4/1/2026                                             $14,448,723        13,961,656
Government National Mortgage
   Association I, Pass-Through
   Certificates
   6.500%, 4/15/2026                                            $ 4,863,838         4,696,425
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY
   OBLIGATIONS
   (Cost $30,307,176)                                                              30,677,753
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $57,438,442)                                                              58,834,946
                                                                                 ------------
SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS 0.43%
Repurchase Agreement with State Street


<PAGE>



   Bank & Trust Co dated  8/29/1997  
   due  9/2/1997  at  5.500%,  repurchased 
   at $255,156 (Collateralized 
   by US Treasury Notes due 8/15/1998 at
   5.875%, value $261,579)
   (Cost $255,000)                                               $  255,000           255,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES
AT VALUE 100.00% 
(Cost $57,693,442) 
(Cost for Income
   Tax Purposes
   $57,702,227)                                                                  $ 59,089,946
                                                                                 ============

^ Securities are registered  pursuant to Rule 144A and are restricted for resale
to institutional investors.

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

* Security is non-income producing.

** Securities may make dividend payments in other types of securities or cash.
</TABLE>


Summary of Investments by Country

                                                    % of
                               Country        Investment
Country                           Code        Securities             Value
- --------------------------------------------------------------------------------
High Yield Fund
Argentina                           AR             0.80%      $  3,517,000
Canada                              CA              7.89        34,456,562
Germany                             GM              1.01         4,404,375
United Kingdom                      UK              3.99        17,417,250
United States                       US             86.31       377,146,760
                                                --------------------------
                                                 100.00%       436,941,947
                                                ==========================
Select Income Fund
Argentina                           AR             0.71%      $  2,022,500
Canada                              CA              5.44        15,537,500
Germany                             GM              1.83         5,225,000
<PAGE>



Italy                               IT              2.07         5,915,625
United Kingdom                      UK              1.44         4,100,000
United States                       US             88.51       252,655,942
                                                --------------------------
                                                 100.00%     $ 285,456,567
                                                ==========================

See Notes to Financial Statements



<PAGE>



INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
August 31, 1997
                                                                                
                                                                               
<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~                                              $428,126,786      $282,742,479       $11,673,829       $57,693,442
                                                      =====================================================================
   At Value~                                             $436,941,947      $285,456,567       $11,684,896       $59,089,946
Cash                                                        3,104,798            47,711             6,154            78,549
Receivables:
   Investment Securities Sold                              24,177,059         3,009,479           525,665                 0
   Fund Shares Sold                                         1,518,858           696,370            33,259           237,366
   Dividends and Interest                                   7,340,786         4,382,521           111,667           463,110
Prepaid Expenses and Other Assets                              76,285            42,378            15,348            39,671
                                                      ---------------------------------------------------------------------
TOTAL ASSETS                                              473,159,733       293,635,026        12,376,989        59,908,642
                                                      ---------------------------------------------------------------------
LIABILITIES
Payables:
   Distributions to Shareholders                              538,173           174,368             3,518            16,861
   Investment Securities Purchased                            282,860         5,174,796                 0                 0
   Fund Shares Repurchased                                  1,251,766           592,961            14,980         8,292,892
Accrued Distribution Expenses                                  98,479            60,496             2,590            12,776
Accrued Expenses and Other Payables                            23,441            14,322            11,548             5,299
                                                      ---------------------------------------------------------------------
TOTAL LIABILITIES                                           2,194,719         6,016,943            32,636         8,327,828

                                                      ---------------------------------------------------------------------
Net Assets at Value                                      $470,965,014      $287,618,083       $12,344,353       $51,580,814
                                                      =====================================================================

<PAGE>



NET ASSETS
Paid-in Capital*                                         $440,202,947      $278,055,066       $12,712,551       $49,528,654
Accumulated Undistributed Net
   Investment Income                                           16,678            37,249                 0                 0
Accumulated Undistributed Net
   Realized Gain (Loss)
   on Investment Securities and
   Foreign Currency Transactions                           21,930,228         6,811,680         (379,265)           655,656
Net Appreciation of Investment
   Securities and Foreign
   Currency Transactions (See Note 1)                       8,815,161         2,714,088            11,067         1,396,504
                                                      ---------------------------------------------------------------------
Net Assets at Value                                      $470,965,014      $287,618,083       $12,344,353       $51,580,814
                                                      =====================================================================
Shares Outstanding                                         63,206,605        43,176,748         1,297,795         6,882,696
Net Asset Value,
   Offering and Redemption
   Price per Share                                              $7.45             $6.66             $9.51             $7.49
                                                      =====================================================================

~ Investment securities at cost and value at August 31, 1997 include repurchase agreements of $1,304,000
and $255,000 for Short-Term Bond and U.S. Government Securities Funds, respectively.

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

See Notes to Financial Statements

</TABLE>


<PAGE>



INVESCO Income Funds, Inc.
Statement of Operations
Year Ended August 31, 1997
<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                                                  $40,149,033       $21,505,416          $810,659        $3,857,843
Dividends                                                     207,760                 0                 0                 0
                                                     ----------------------------------------------------------------------
   TOTAL INCOME                                            40,356,793        21,505,416           810,659         3,857,843
                                                     ----------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                    1,964,043         1,477,302            61,150           312,851
Distribution Expenses                                       1,040,180           671,514            30,574           142,212
Transfer Agent Fees                                           651,471           786,616            61,050           178,192
Administrative Fees                                            72,410            50,289            11,833            18,532
Custodian Fees and Expenses                                    84,987            65,736             7,014            13,688
Directors' Fees and Expenses                                   26,407            19,950             8,105            10,100
Professional Fees and Expenses                                 32,607            26,779            12,355            17,736
Registration Fees and Expenses                                105,962            62,297            23,730            36,454
Reports to Shareholders                                       151,542            63,300             6,730            18,757
Other Expenses                                                 26,845            19,233             2,543             3,756
                                                     ----------------------------------------------------------------------
   TOTAL EXPENSES                                           4,156,454         3,243,016           225,084           752,278
   Fees and Expenses Absorbed by
   Investment Adviser                                               0         (490,039)         (124,141)         (176,398)
   Fees and Expenses Paid Indirectly                         (58,108)          (33,305)           (2,799)           (6,151)
                                                     ----------------------------------------------------------------------


<PAGE>



   NET EXPENSES                                             4,098,346         2,719,672            98,144           569,729
                                                     ----------------------------------------------------------------------
NET INVESTMENT INCOME                                      36,258,447        18,785,744           712,515         3,288,114
                                                     ----------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                            23,000,271         6,970,303             7,626         1,121,369
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign Currency
   Transactions                                            14,932,249         6,812,752            99,263         1,720,828
                                                     ----------------------------------------------------------------------
NET GAIN ON INVESTMENT SECURITIES                          37,932,520        13,783,055           106,889         2,842,197
                                                     ----------------------------------------------------------------------
Net Increase in Net Assets
   from Operations                                        $74,190,967       $32,568,799          $819,404        $6,130,311
                                                     ======================================================================

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
                                                                     1997          1996                 1997           1996
                                                           ----------------------------        ----------------------------
<S>                                                      <C>              <C>               <C>               <C>    

OPERATIONS
Net Investment Income                                     $36,258,447       $31,275,377       $18,785,744       $18,298,634
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                       23,000,271        13,285,701         6,970,303         3,393,400
Change in Net Appreciation (Depreciation)
   of Investment Securties and Foreign
   Currency Transactions                                   14,932,249       (8,092,678)         6,812,752      (10,577,175)
                                                         ------------------------------      ------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                         74,190,967        36,468,400        32,568,799        11,114,859
                                                         ------------------------------      ------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (36,240,760)      (31,275,377)      (18,772,522)      (18,298,634)
In Excess of Net Investment Income                                  0           (1,009)                 0         (236,099)
Net Realized Gain on Investment
   Securities and Foreign
   Currency Transactions                                  (1,805,972)                 0       (1,164,947)         (928,028)
                                                        -------------------------------     -------------------------------
TOTAL DISTRIBUTIONS                                      (38,046,732)      (31,276,386)      (19,937,469)      (19,462,761)
                                                        -------------------------------     -------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             585,489,350       521,528,845       149,847,293       183,060,076
Reinvestment of Distributions                              31,536,903        26,085,121        17,592,021        17,478,881
                                                        -------------------------------     -------------------------------
                                                          617,026,253       547,613,966       167,439,314       200,538,957


<PAGE>



Amounts Paid for Repurchases of Shares                  (557,406,718)     (466,563,331)     (150,545,417)     (150,695,392)
                                                        -------------------------------     -------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                            59,619,535        81,050,635        16,893,897        49,843,565
                                                        -------------------------------     -------------------------------
Total Increase in Net Assets                               95,763,770        86,242,649        29,525,227        41,495,663
NET ASSETS
Beginning of Period                                       375,201,244       288,958,595       258,092,856       216,597,193
                                                        -------------------------------     -------------------------------
End of Period                                            $470,965,014      $375,201,244      $287,618,083      $258,092,856
                                                        ===============================     ===============================

Accumulated Undistributed (Distributions
   in Excess of Net Investment Income
   Included in Net Assets at End of Period
   (See Note 1)                                          $     16,678      $    (1,009)       $    37,249       $    24,027
              -------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Shares Sold                                                82,068,049        76,321,844        22,926,524        27,935,727
Shares Issued from Reinvestment
   of Distributions                                         4,403,579         3,819,405         2,685,959         2,677,261
                                                         ------------------------------     -------------------------------
                                                           86,471,628        80,141,249        25,612,483        30,612,988
Shares Repurchased                                       (78,100,199)      (68,212,157)      (23,065,551)      (23,097,234)
                                                         ------------------------------     -------------------------------
Net Increase in Fund Shares                                 8,371,429        11,929,092         2,546,932         7,515,754
                                                         ==============================     ===============================

See Notes to Financial Statements

</TABLE>


<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
                                                           ----------------------------        ----------------------------
                                                                 1997              1996              1997              1996
<S>                                                      <C>               <C>              <C>                <C>    

OPERATIONS
Net Investment Income                                    $    712,515      $    518,996     $   3,288,114      $  2,440,065
Net Realized Gain (Loss) on
   Investment Securities
   and Foreign Currency Transactions                            7,626          (36,906)         1,121,369           687,053
Change in Net Appreciation (Depreciation)
   of Investment Securties and Foreign
   Currency Transactions                                       99,263          (88,336)         1,720,828       (3,007,303)
                                                           ----------------------------        ----------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                            819,404           393,754         6,130,311           119,815
                                                           ----------------------------        ----------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                       (712,515)         (518,996)       (3,288,114)       (2,440,065)
In Excess of Net Investment Income                                  0           (2,069)                 0          (57,412)
                                                           ----------------------------        ----------------------------
TOTAL DISTRIBUTIONS                                         (712,515)         (521,065)       (3,288,114)       (2,497,477)
                                                           ----------------------------        ----------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                              19,388,223        19,759,334       102,864,694        85,568,163
Reinvestment of Distributions                                 673,216           477,042         3,045,965         2,279,230
                                                           ----------------------------        ----------------------------
                                                           20,061,439        20,236,376       105,910,659        87,847,393
Amounts Paid for Repurchases of Shares                   (18,558,559)      (18,353,980)     (111,785,624)      (68,943,386)
                                                           ----------------------------        ----------------------------


<PAGE>



NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                             1,502,880         1,882,396       (5,874,965)        18,904,007
                                                           ----------------------------        ----------------------------
Total Increase (Decrease) in Net Assets                     1,609,769         1,755,085       (3,032,768)        16,526,345
NET ASSETS
Beginning of Period                                        10,734,584         8,979,499        54,613,582        38,087,237
                                                           ----------------------------        ----------------------------
End of Period                                             $12,344,353       $10,734,584       $51,580,814       $54,613,582
                                                           ============================        ============================

FUND SHARE TRANSACTIONS
Shares Sold                                                 2,048,615         2,075,335        13,984,238        11,508,907
Shares Issued from Reinvestment
   of Distributions                                            71,014            50,130           412,300           305,421
                                                           ----------------------------        ----------------------------
                                                            2,119,629         2,125,465        14,396,538        11,814,328
Shares Repurchased                                        (1,962,721)       (1,925,401)      (15,152,477)       (9,263,315)
                                                           ----------------------------        ----------------------------
Net Increase (Decrease) in Fund Shares                        156,908           200,064         (755,939)         2,551,013
                                                           ============================        ============================

See Notes to Financial Statements

</TABLE>


<PAGE>



INVESCO Income Funds, Inc.
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO Income
Funds,  Inc. (the "Fund") is 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 High Yield and Select  Income Funds;
to seek a high level of current  income with  minimum  fluctuation  in principal
value while  maintaining  liquidity for 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 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.
         Foreign  securities  are valued at the closing  price on the  principal
    stock  exchange on which they are traded.  In the event that closing  prices
    are not available for foreign  securities,  prices will be obtained from the
    principal  stock  exchange  at or prior to the  close of the New York  Stock
    Exchange.  Foreign currency exchange rates are determined daily prior to the
    close of the New York Stock Exchange.
         If market  quotations  or pricing  service  valuations  are not readily
    available,  securities  are valued at fair value as determined in good faith
    by the Fund's board of directors.
         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.
       

<PAGE>



         Assets and liabilities initially expressed in terms of foreign 
    currencies are translated into U.S. dollars at the prevailing market rates
    as quoted by one or more banks or dealers on the date of valuation.  The
    cost of securities is translated into U.S. dollars at the rates of exchange
    prevailing when such securities are acquired. Income and expenses are 
    translated into U.S. dollars at rates of exchange prevailing when accrued.
B.  REPURCHASE AGREEMENTS - Repurchase agreements held by the Fund are fully
    collateralized by U.S. Government securities and such collateral is in the
    possession of the Fund's custodian.  The collateral is evaluated daily to
    ensure its market value exceeds the current market value of the repurchase
    agreements including accrued interest.  In the event of default on the
    obligation to repurchase, the Fund has the right to liquidate the collateral
    and apply the proceeds in satisfaction of the obligation.  In the event of
    default or bankruptcy by the other party to the agreement, realization and/
    or retention of the collateral or proceeds may be subject to legal
    proceedings.
C.  SECURITY  TRANSACTIONS AND RELATED INVESTMENT INCOME - Security transactions
    are accounted  for on the trade date and dividend  income is recorded on the
    ex dividend date.  Interest income,  which may be comprised of stated coupon
    rate,  market discount,  original issue discount and amortized  premium,  is
    recorded on the accrual  basis.  Discounts  and premiums 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.
         Mortgage  paydown  gain/loss  is  treated  as  ordinary  income for tax
    purposes and is included in interest income on the Statement of Operations.
         Effective  September 1, 1996, the Fund began accruing  income using the
    effective interest method which includes amortizing premiums on purchases of
    portfolio  securities  as  adjustments  to income.  This method of recording
    income more closely  reflects the economics of holding and disposing of debt
    instruments.  Prior to September 1, 1996, the Fund accrued  coupon  interest
    income,  market  discount and original  issue  discount  and  accounted  for
    purchased premiums as capital gains or losses when realized upon disposition
    of  the  associated  security.   The  cumulative  effect  of  applying  this
    accounting change was to decrease  accumulated  undistributed net investment
    income and increase net unrealized  appreciation of investment securities by
    $161,422,  $160,067,  $60,089,  and $14,584 for High Yield,  Select  Income,
    Short-Term Bond and U.S.  Government  Securities Funds,  respectively.  Such
    accounting change had no effect on net asset value per share.
         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 Fund's use of short-term  forward  foreign  currency  contracts may
    subject  it to  certain  risks as a result  of  unanticipated  movements  in
    


<PAGE>



    foreign exchange rates. The Fund does not hold short-term forward foreign
    currency contracts for trading purposes.
         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.
         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.
D.  FEDERAL AND STATE TAXES - The Fund has complied, and continues to comply,
    with the provisions of the Internal Revenue Code applicable to regulated 
    investment companies and, accordingly, has made or intends to make 
    sufficient distributions of net investment income and net realized capital 
    gains, if any, to relieve it from all federal and state income taxes and
    federal excise taxes.  At August 31, 1997, Short-Term Bond Fund had $64,
    $285,423, $17,095 and $19,676, in net capital loss carryovers which expire 
    in the years 2002, 2003, 2004 and 2005, respectively.
         Short-Term Bond Fund incurred and elected to defer  post-October 31 net
    capital  losses of $50,466 to the year ended August 31, 1998.  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 1997 by the U.S.  Government
    Securities Fund amounted to $434,697.
         Dividends paid by the Fund from net investment income and distributions
    of net  realized  short-term  capital  gains  are,  for  federal  income tax
    purposes, taxable as ordinary income to shareholders.
E.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - All of the Fund's net 
    investment income is distributed to  shareholders by dividends declared
    daily and paid monthly. Income dividends are reinvested at the ex dividend
    date.  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, 
    amortized premiums, foreign currency transactions, nontaxable dividends, net
    operating losses and expired capital loss carryforwards.


<PAGE>

         For the year ended  August 31,  1997,  the effects of such  differences
    were as follows:
                                                                    Accumulated
                                            Accumulated           Undistributed
                                          Undistributed            Net Realized
                                                    Net                 Gain on
                                             Investment         Investment Fund
                                                 Income              Securities
- --------------------------------------------------------------------------------
High Yield Fund                                $161,422              $(161,422)
Select Income Fund                              160,067               (160,067)
Short-Term Bond Fun                              60,089                (60,089)
U.S. Government Securities Fund                  14,584                (14,584)

    Net investment income, net realized gains, paid-in capital and net assets 
were not affected.
F.  EXPENSES - Each of the Funds bears expenses incurred specifically on its
    behalf  and,  in  addition,  each Fund bears a portion of general  expenses,
    based on the relative net assets of each Fund.
         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. Such credits are included in
    Fees and Expenses Paid Indirectly in the Statement of Operations.
NOTE 2 - INVESTMENT  ADVISORY AND OTHER  AGREEMENTS.  INVESCO  Funds Group,
Inc. ("IFG") serves as the Fund's  investment  adviser.  As compensation for its
services to the Fund,  IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid monthly.  The fee is based on the annual
rate of each Fund's average net assets as follows:

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

    In accordance  with a Sub-Advisory  Agreement  between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG, investment  decisions of each
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG.
    In accordance with an Administrative Agreement, each Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of  average  net  assets to  provide  administrative,  accounting  and  clerical
services.  The fee is accrued daily and paid monthly.
     IFG   receives   a   transfer    agent  fee at an annual rate of $26.00 per
shareholder  account, or, where  applicable,  per  participant  in  an   omnibus
account, per year.  IFG may pay such fee for participants in omnibus accounts to
affiliates  or  third  parties.  The  fee  is paid monthly at one-twelfth of the
annual fee and  is  based upon the actual number of accounts in existence during
each month.



<PAGE>



    A plan of distribution pursuant to Rule 12b-1 of the Act provided for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of average  annual net  assets.  Effective
January 1, 1997, the Rule 12b-1  distribution plan was modified by action of the
Board of Directors so that the Fund  compensates IFG for permissible  activities
and services in connection with the  distribution of the Fund's shares.  For the
year ended August 31, 1997, High Yield, Select Income,  Short-Term Bond and U.S.
Government Securities Funds paid the Distributor $1,020,541,  $666,209,  $30,227
and $140,631,  respectively,  under the plan of distribution.  Accordingly,  the
above amounts  reflect  reimbursements  under the plan for the four months ended
December  31, 1996 and  compensation  under the plan for the eight  months ended
August 31, 1997.  Effective  September 29, 1997, INVESCO  Distributors,  Inc., a
wholly owned subsidiary of IFG, replaced IFG as Distributor.
    IFG has voluntarily  agreed,  in some instances,  to absorb certain fees and
expenses incurred by 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.  

NOTE 3 -  PURCHASES  AND SALES OF
INVESTMENT SECURITIES. For the year ended August 31, 1997, 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                          $1,479,464,406          $1,457,606,669
Select Income Fund                          666,182,781             607,400,187
Short-Term Bond Fund                          5,552,202               5,213,285

    For the year ended August 31, 1997, the aggregate cost of purchases and
proceeds from sales of U.S. Government securities were as follows:


Fund                                           Purchases                 Sales
- --------------------------------------------------------------------------------
Select Income Fund                           $25,601,057           $76,814,246
Short-Term Bond Fund                          28,844,581            28,032,128
U.S. Government Securities Fund               82,603,124            71,688,772

NOTE  4  -  APPRECIATION  AND  DEPRECIATION.  At  August  31,  1997,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:

                                              


<PAGE>

                                     Gross           Gross                  Net
Fund                            Appreciation   Depreciation        Appreciation
- --------------------------------------------------------------------------------
High Yield Fund                 $10,632,296      $1,922,714          $8,709,582
Select Income Fund                3,765,960       1,061,229           2,704,731
Short-Term Bond Fund                 27,262          22,736               4,526
U.S. Government Securities Fund   1,417,954          30,235           1,387,719

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 are based on an annual rate equal to 40% of the retainer fee at the time of
retirement.
    Pension expenses for the year ended August 31, 1997,  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
                              Expenses        Pension Costs          Liability
- --------------------------------------------------------------------------------
High Yield Fund                 $5,415             $12,429             $26,482
Select Income Fund               3,612               6,798              15,876
Short-Term Bond Fund               144                 387                 806
U.S. Government Securities Fund    724               1,742               3,692

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.  At August
31, 1997, there were no such borrowings.

          -------------------------------------------------------------
<PAGE>
Report of Independent Accountants


To the Shareholders and Board of Directors 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
31,1997,  the results of its operations for the year then ended,  the changes in
its net  assets  for each of the two  years in the  period  then  ended  and the
financial  highlights  for each of the five years in the period then  ended,  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,  1997 by
correspondence  with the custodian and the  application of alternative  auditing
procedures  where  securities  purchased  had  not  been  received,   provide  a
reasonable basis for the opinion expressed above. 



Price Waterhouse LLP

Denver, Colorado
October 8, 1997

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

<TABLE>
<CAPTION>
                                                                                                      Period
                                                                                                       Ended     Year Ended
                                                               Year Ended August 31                August 31    December 31
                                         ----------------------------------------------------     ----------    -----------
                                            1997           1996           1995           1994          1993^           1992

<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
                                                High Yield Fund

PER SHARE DATA
Net Asset Value -
   Beginning of Period                     $6.84          $6.73          $6.73          $7.32          $6.97          $6.66
                                         ----------------------------------------------------     ----------    -----------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                       0.62           0.63           0.66           0.62           0.39           0.64
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                          0.64           0.11           0.03         (0.59)           0.36           0.30
                                         ----------------------------------------------------     ----------    -----------
Total from Investment
   Operations                               1.26           0.74           0.69           0.03           0.75           0.94
                                         ----------------------------------------------------     ----------    -----------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                       0.62           0.63           0.66           0.62           0.40           0.63
Distributions from
   Capital Gains                            0.03           0.00           0.00           0.00           0.00           0.00
In Excess of Capital Gains                  0.00           0.00           0.03           0.00           0.00           0.00
                                         ----------------------------------------------------     ----------    -----------

<PAGE>



Total Distributions                         0.65           0.63           0.69           0.62           0.40           0.63
                                         ----------------------------------------------------     ----------    -----------
Net Asset Value -
   End of Period                            7.45           6.84           6.73           6.73           7.32           6.97
                                         ====================================================     ==========    ===========

TOTAL RETURN                              19.27%         11.38%         11.12%          0.37%        11.01%*         14.53%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                        470,965        375,201        288,959        243,773        308,945        212,172
Ratio of Expenses to
   Average Net Assets#                     1.00%         0.99%@          1.00%          0.97%         0.97%~          1.00%
Ratio of Net Investment
   Income to Average
   Net Assets#                             8.71%          9.13%         10.01%          8.70%         8.28%~          9.29%
Portfolio Turnover Rate                     129%           266%           201%           195%           45%*           120%

^ From January 1, 1993 to August 31, 1993.

+ Distributions in excess of net investment income for the year ended August 31,
1996, 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 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, if applicable, which is before any expense offset 
arrangements.

~ Annualized
</TABLE>



<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
                                         ----------------------------------------------------     ----------    -----------
                                            1997           1996           1995           1994          1993^           1992

<S>                                      <C>            <C>            <C>            <C>            <C>            <C>

                                                Select Income Fund

PER SHARE DATA
Net Asset Value -
   Beginning of Period                     $6.35          $6.54          $6.18          $6.80          $6.53          $6.50
                                         ----------------------------------------------------     ----------    -----------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                       0.45           0.47           0.47           0.47           0.33           0.52
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                          0.34         (0.17)           0.36         (0.43)           0.27           0.13
                                         ----------------------------------------------------     ----------    -----------
Total from Investment
   Operations                               0.79           0.30           0.83           0.04           0.60           0.65
                                         ----------------------------------------------------     ----------    -----------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                        0.45           0.46           0.47           0.47           0.33           0.52


<PAGE>


In Excess of Net Investment
   Income+                                  0.00           0.01           0.00           0.00           0.00           0.00
Distributions from Capital
   Gains                                    0.03           0.02           0.00           0.09           0.00           0.10
In Excess of Capital Gains                  0.00           0.00           0.00           0.10           0.00           0.00
                                         -----------------------------------------------------    ----------    -----------
Total Distributions                         0.48           0.49           0.47           0.66           0.33           0.62
                                         -----------------------------------------------------    ----------    -----------
Net Asset Value -
   End of Period                        $   6.66       $    6.35      $   6.54       $   6.18       $   6.80        $   6.53
                                         =====================================================    ==========    ===========

TOTAL RETURN                              12.89%          4.78%         14.01%          0.47%         9.42%*         10.38%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                       $287,618       $258,093       $216,597       $138,337       $158,780       $123,036
Ratio of Expenses to
   Average Net Assets#                    1.03%@         1.01%@          1.00%          1.11%         1.15%~          1.14%
Ratio of Net Investment
   Income to Average
   Net Assets#                             6.98%          7.14%          7.38%          7.22%         7.40%~          7.97%
Portfolio Turnover Rate                     263%           210%           181%           135%          105%*           178%

^ From January 1, 1993 to August 31, 1993.

+ 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.



<PAGE>


# Various  expenses of the Fund were  voluntarily  absorbed by IFG for the years
ended  August 31,  1997,  1996,  1995 and 1994.  If such  expenses  had not been
voluntarily absorbed, ratio of expenses to average net assets  would have been 
1.21%,  1.16%,  1.22% and 1.15%,  respectively,  and ratio of net  investment 
income to average  net assets  would have been  6.80%, 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

</TABLE>



<PAGE>



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

<TABLE>
<CAPTION>
                                                                                       Period
                                                                                        Ended
                                                          Year Ended August 31      August 31
                                        --------------------------------------     ----------
                                            1997           1996           1995          1994^
<CAPTION>
                                                Short-Term Bond Fund
<S>                                      <C>            <C>            <C>            <C>           
PER SHARE DATA
Net Asset Value -
   Beginning of Period                     $9.41          $9.54          $9.46         $10.00
                                        --------------------------------------     ----------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                       0.50           0.56           0.57           0.47
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                          0.15         (0.13)           0.08         (0.54)
                                        --------------------------------------     ----------
Total from Investment
   Operations                               0.65           0.43           0.65         (0.07)
                                        --------------------------------------     ----------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                       0.55           0.56           0.57           0.47
                                        --------------------------------------     ----------
Net Asset Value -
   End of Period                          $ 9.51         $ 9.41         $ 9.54         $ 9.46
                                        ======================================     ==========

<PAGE>



                                     
TOTAL RETURN                               7.08%          4.63%          7.16%       (0.72%)*

RATIOS
Net Assets - End of Period
   ($000 Omitted)                       $ 12,344       $ 10,735       $  8,979       $  7,878
Ratio of Expenses to
   Average Net Assets#                    0.83%@         0.80%@          0.46%         0.46%~
Ratio of Net Investment
   Income to Average
   Net Assets#                             5.82%          5.85%          6.05%         5.50%~
Portfolio Turnover Rate                     331%           103%            68%          169%*

^ From September 30, 1993, commencement of investment 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.

# Various expenses of the Fund were voluntarily  absorbed by IFG and ITC for the
years ended  August 31,  1997,  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 1.84%, 2.17%, 2.09% and 2.04%,  respectively,
and ratio of net investment  income to average net assets would have been 4.81%,
4.48%, 4.42% and 3.92%, respectively.

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

~ Annualized

</TABLE>


<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
                                        -----------------------------------------------------     ----------    -----------
                                            1997           1996           1995           1994          1993^           1992

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

PER SHARE DATA
Net Asset Value -
   Beginning of Period                     $7.15          $7.49          $7.10          $8.19          $7.61          $7.65
                                        -----------------------------------------------------     ----------    -----------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                       0.43           0.44           0.45           0.41           0.28           0.46
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                          0.34         (0.34)           0.39         (0.93)           0.58         (0.04)
                                        -----------------------------------------------------     ----------    -----------
Total from Investment
   Operations                               0.77           0.10           0.84         (0.52)           0.86           0.42
                                        -----------------------------------------------------     ----------    -----------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                        0.43           0.43           0.45           0.41           0.28           0.46
In Excess of Net
   Investment Income+                       0.00           0.01           0.00           0.00           0.00           0.00


<PAGE>



Distributions from
   Capital Gains                            0.00           0.00           0.00           0.16           0.00           0.00
                                        -----------------------------------------------------     ----------    -----------
Total Distributions                         0.43           0.44           0.45           0.57           0.28           0.46
                                        -----------------------------------------------------     ----------    -----------
Net Asset Value -
   End of Period                            7.49           7.15           7.49           7.10           8.19           7.61
                                        =====================================================     ==========    ===========

TOTAL RETURN                              11.01%          1.31%         12.37%        (6.53%)        11.61%*          5.68%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                       $ 51,581       $ 54,614       $ 38,087       $ 36,740       $ 36,391       $ 35,799
Ratio of Expenses to
   Average Net Assets#                    1.01%@         1.02%@          1.00%          1.32%         1.40%~          1.27%
Ratio of Net Investment
   Income to Average
   Net Assets#                             5.78%          5.76%          6.24%          5.46%         5.36%~          6.08%
Portfolio Turnover Rate                     139%           212%            99%            95%          100%*           115%

^ From January 1, 1993 to August 31, 1993.

+ 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,  1997,  1996,  1995 and 1994.  If such  expenses  had not been
voluntarily  absorbed,  ratio of expenses to average net assets  would have been
1.32%, 1.48%, 1.51% and 1.42%, respectively,  and ratio of net investment income
to  average  net  assets  would  have  been  5.47%,   5.30%,  5.73%  and  5.36%,
respectively.


<PAGE>



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

~ Annualized

</TABLE>
<PAGE>
                                 FAMILY OF FUNDS

                                                                            
                                                                    Newspaper
Fund Name ......................... Fund Code  Ticker Symbol        Abbreviation
                                                                    ------------
International
International Growth ..............      49      FSIGX              IntlGr
Asian Growth ......................      41      IVAGX              AsianGr
European ..........................      56      FEURX              Europ
European Small Company ............      37      IVECX              EuroSmCo
Latin American Growth .............      34      IVSLX              LatinAmGr
Pacific Basin .....................      54      FPBSX              PcBas
                                                                    ------------
Sector
Energy ............................      50      FSTEX              Enrgy
Environmental Services ............      59      FSEVX              Envirn
Financial Services ................      57      FSFSX              FinSvc
Gold ..............................      51      FGLDX              Gold
Health Sciences ...................      52      FHLSX              HlthSc
Leisure ...........................      53      FLISX              Leisur
Realty ............................      42      IVSRX              Realty
Technology ........................      55      FTCHX              Tech
Utilities .........................      58      FSTUX              Util
Worldwide Capital Goods ...........      38      ISWGX              WldCap
Worldwide Communications ..........      39      ISWCX              WldCom
                                                                    ------------
Capital Appreciation
Growth ............................      10      FLRFX              Grwth
Dynamics ..........................      20      FIDYX              Dynm
Small Company .....................      74      IDSCX              DivSmCo
Emerging Growth ...................      60      FIEGX              Emgrth
                                                                    ------------
Growth & Income
Industrial Income .................      15      FIIIX              IndInc
Value Equity ......................      46      FSEQX              ValEq
Multi-Asset Allocation ............      70      IMAAX              MulAstAl
Balanced ..........................      71      IMABX              Bal
Total Return ......................      48      FSFLX              TotRtn
                                                                    ------------
Bond
Short-Term Bond ...................      33      INIBX              ShTrBd
Intermediate Government Bond ......      47      FIGBX              IntGov
U.S. Government Securities ........      32      FBDGX              USGvt
Select Income .....................      30      FBDSX              SelInc
High Yield ........................      31      FHYPX              HiYld
                                                                    ------------
Tax-Exempt
Tax-Free Intermediate Bond ........      36      IVTIX              *
Tax-Free Long-Term Bond ...........      35      FTIFX              TxFre
                                                                    ------------
Money Market
U.S. Government Money Fund ........      44      FUGXX              InvGvtMF


Cash Reserves .....................      25      FDSXX              InvCshR
Tax-Free Money Fund ...............      40      FFRXX              InvTaxFree

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

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


INVESCO FUNDS

INVESCO Distributors, Inc., (SM)
Distributor (formerly INVESCO
Funds Group, Inc., Distributor)
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL (R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our convenient Investor Centers:
Cherry Creek,
155-B Fillmore Street
Denver Tech Center,
7800 East Union Avenue,
Lobby Level


















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