INVESCO INCOME FUNDS INC
N-30D, 1997-04-28
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SEMIANNUAL REPORT


February 28, 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                                                      March 1997
     Fueled  by  a   stronger-than-expected   economy  and  improving  corporate
earnings,  the stock  market  catapulted  to new highs over the last six months.
During the fourth  quarter of 1996,  the growth  rate (as  measured by the Gross
Domestic  Product)  accelerated to a revised level of 3.9%.  This surpassed most
analysts'  expectations,  as the  expansion  had slowed to a rate of 2.2% in the
previous quarter.  The vibrant economy has rekindled fears that tightness in the
labor market could lead to renewed  inflation.  However,  gains in  productivity
thus far have offset wage  increases  and allowed  companies to maintain  profit
margins without raising prices. This has helped keep inflation under control. In
fact,  the  consumer  price  index rose just 0.1% in the month of  January  (the
smallest gain since June 1996) and finished  1996 at an annualized  rate of 3.3%
- -- in line with historical averages.
     In the middle of March,  the  investment  environment  shifted as increased
consumer  spending  reignited  fears of  inflation.  Consequently,  the  Federal
Reserve Board  increased  short-term  interest rates by 0.25%.  This  preemptive
strike against wage and price hikes was the first rate increase in more than two
years, and led to increased negative sentiment in the market,  producing a sharp
5% to 10% pullback in many stocks.
     A moderate inflation level represents a positive factor for the economy. At
the same time,  though, the longevity of the current expansion -- over six years

<PAGE>

- -- remains a cause for concern; the post-World War II average is only four and a
half years.  Negative growth hasn't been experienced  since the first quarter of
1993.  If the  growth  rate does not slow,  many  economists  expect  the Fed to
continue  raising  short-term  interest rates,  with the  concomitant  danger of
cutting the expansion short.
     In fact, despite the positive economic growth and inflation news,  concerns
over  inflation,   interest   rates,   and  the  possibility  of  continued  Fed
intervention led to extreme volatility in bond prices. This volatility,  coupled
with a change in the risk/reward relationship for most bonds, caused nervousness
for most  fixed-income  investors.  Many took on considerably more risk for less
reward as spreads  narrowed  between  the  yields on junk  bonds and  government
bonds. This spread has fallen to a little more than three percentage points from
almost  five  percentage   points  in  late  1995,  and,  compared  to  historic
measurements, it is well below its long-term average.

INVESCO Income Funds, Inc.
   The line  graphs  on  following  pages  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 2/28/97 (or for  Short-Term
Bond Fund, from inception  through  2/28/97).  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)
   Composition of holdings is subject to change.

High Yield Fund
   For the six-month  period ended  2/28/97,  INVESCO High Yield Fund achieved a
total  return of 11.43%,  compared  to a total  return of 8.70% for the  Merrill
Lynch High Yield Master Index. In addition,  the fund outperformed its peers for
the one-year  period ended  2/28/97,  as the fund's  return of 14.06% bested the
average  fund  return of 13.38% 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)
   For the one-, three-, and five-year periods ended 2/28/97,  the fund received
the prestigious  five star rating for  risk-adjusted  performance by independent
mutual fund analyst Morningstar.(3)
   The  high-yield  sector again led the  fixed-income  market over the last six
months.   Tightening  spreads  in  fixed-income   securities  have  changed  the
risk/reward  relationship for bond investors,  making fundamental  research even
more  important  to  evaluating  the  credit  risk  of  high-yield   securities.
High-yield bonds are securities that trade primarily on their  creditworthiness,
as opposed to the level of  interest  rates.  Consequently,  the yields on these
securities  reflect a variety  of  circumstances,  such as the small size of the
firm or its lack of credit  history.  Many rating  agencies  often penalize such
firms by assigning them low credit ratings,  even though these firms may exhibit
good credit quality in many areas.  Thus, our in-depth research has been crucial
in identifying  undervalued  high-yield  securities  whose  fundamentals  may be
improving. This approach has also helped limit our exposure to risk of defaults.
   Over the last six months, the fund's performance was positively influenced by
holdings in the broadcast radio and communications  industries.  We believe that
these  two  areas  will  continue  to  experience  consolidation  and  improving
fundamentals.  An example of a high-yield  security in the fund's portfolio that
benefited   from   consolidation   and  enhanced   performance   was  Chancellor
Broadcasting;  Chancellor was acquired by Evergreen Media.  Another company that
produced  positive  results for the portfolio was EZ  Communications,  which was
acquired by American Radio Systems.

<PAGE>


                               High Yield Fund
                         Average Annual Total Return
                               as of 2/28/97(2)

                    1 year                       14.06%
                    -----------------------------------
                    5 years                      11.17%
                    -----------------------------------
                    10 years                      9.15%
                    -----------------------------------

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO High Yield Fund to the value of a $10,000
      investment  in the Merrill  Lynch High Yield  Master  Index, assuming in
      each case reinvestment of all dividends and capital gain distributions,
      for the ten year period ended 2/28/97.

Looking Forward
   We will remain  cautious in regard to high-yield  securities for 1997.  Given
concerns  about  their  narrow  spreads  -- that is, the  relatively  low yields
available  for  taking on the  additional  risk of  high-yield  bonds -- we have
structured the portfolio somewhat defensively.  However, despite narrow spreads,
we continue to identify opportunities that may enjoy capital appreciation and/or
credit  improvement.  This may help to reduce  the  portfolio's  sensitivity  to
interest rate  movements and  ultimately  enhance  returns  (though,  of course,
future performance cannot be guaranteed).

Select Income Fund


                              Select Income Fund
                         Average Annual Total Return
                               as of 2/28/97(2)

                    1 year                        6.84%
                    -----------------------------------
                    5 years                       8.99%
                    -----------------------------------
                    10 years                      8.08%
                    -----------------------------------

   For the six-month period ended 2/28/97, INVESCO Select Income Fund achieved a
total  return  of 7.45%,  compared  to a total  return  of 5.23% for the  Lehman
Government/Corporate  Bond Index. In addition,  the fund  outperformed  its peer
group for the one-year  period ended 2/28/97,  as its return of 6.84% bested the
average  fund  return  of 5.65% 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)
   The strong  relative  performance  of the fund can be  attributed  to several
factors. First, we increased our exposure to mortgage-backed securities over the
last six months, as we felt that investment grade corporate bonds were generally
unattractive or on a risk/reward basis.

<PAGE>

   Second,  we added putable bonds to the portfolio for their structural  value.
(Putable bonds are debt obligations that allow the holder to redeem the issue at
specified  intervals before maturity and receive full face value.) This provided
defensive performance for the portfolio as interest rates were volatile over the
last six months.

Graph:
   This line graph represents a comparison of the value of a $10,000  investment
   in the INVESCO Select Income Fund to the value of a $10,000 investment in the
   Lehman  Government/Corporate Index, assuming in each case reinvestment of all
   dividends  and capital  gain  distributions,  for the ten year  period  ended
   2/28/97.

   Finally, the fund benefited from its exposure to high-yield securities, which
outperformed  the  broad  fixed-income  market.   Thorough  research  identified
securities  that   experienced   positive  credit  risk  movements  and  capital
appreciation.  For example,  the fund's holdings in EZ  Communications  provided
both a high yield and capital appreciation resulting from a credit upgrade as it
was acquired by a stronger company, American Radio Systems.

Looking Forward
   We will continue to increase our exposure to putable  investment  grade bonds
over the next several months.  This strategy reflects our belief that investment
grade  corporate bonds are relatively  unattractive  and that interest rates may
continue  to be  volatile.  We are  presently  overweighted  in  mortgage-backed
securities,  but  tightening  spreads may lead us to reduce our  position in the
future.
   One industry  that we are  optimistic  about for 1997 is electric  utilities.
Deregulation in the electric  utility  industry has created a situation in which
many electric  companies have incurred  astronomical  costs  associated with the
building  of new power  plants.  These  plants  were built on the  premise  that
prices, set by the regulators,  would continue in the future.  However, with the
industry now moving towards  competitive  pricing,  many electric companies have
enormous  "stranded" costs associated with the building of new power plants that
are  liabilities  on their  books for years  into the  future.  In order to help
alleviate the potential  problem  associated with these stranded costs,  several
states have created mechanisms for securitizing the debt and marketing it to the
public.  This should create enormous cash flows for certain  electric  companies
which  could  allow  them to pay down debt and  possibly  improve  their  credit
ratings.  Thus, we plan to increase our exposure to this industry on a selective
basis,  as we feel that specific  firms have the  potential for credit  upgrades
over the next year.

U.S. Government Securities Fund
   For the six-month period ended 2/28/97,  INVESCO U.S.  Government  Securities
Fund had a total  return of 5.61%,  compared to a total  return of 7.03% for the
Lehman  Long  Government  Bond  Index.  (Of course,  past  performance  is not a
guarantee of future results.)(1),(2)



<PAGE>

                       U.S. Government Securities Fund
                         Average Annual Total Return
                               as of 2/28/97(2)

                    1 year                        3.50%
                    -----------------------------------
                    5 years                       6.32%
                    -----------------------------------
                    10 years                      6.20%
                    -----------------------------------

   Concerns  about  interest  rate  volatility  and the  potential for inflation
strongly  influenced the fixed-income market and the fund over recent months. In
this uncertain interest rate environment, we chose to remain neutral with regard
to duration.  Presently,  we have  positioned  the duration of the fund slightly
above  our  neutral  target  of  7.5  years.  (Duration  is a  weighted  average
term-to-maturity  of the  security's  cash flows,  generally used to measure the
price volatility of a bond.)
   Over the last six  months,  we have  invested  40% to 60% of the  portfolio's
assets in U.S. Treasuries and mortgage-backed  securities.  Currently,  the fund
has 48% of its assets in U.S. Treasuries and 44% in mortgage-backed  securities.
We plan to shift  assets  between  these two  security  classes  in the  future,
depending on the current market environment.
   Looking forward,  we will continue to evaluate  economic trends developing in
the interest rate market,  while adjusting the duration of the fund accordingly.
It is  important  for  shareholders  to  remember  that the fund  targets a very
specific  sector  of the  fixed-income  market.  Typically,  this area is highly
sensitive to movements in interest rates.  However,  in the immediate  future it
appears  that the six- to  nine-year  section of the yield  curve  could be less
susceptible to volatility.

Graph:
   This line graph represents a comparison of the value of a $10,000  investment
   in the  INVESCO  U.S.  Government  Securities  Fund to the value of a $10,000
   investment in the Lehman Long  Government  Bond Index,  assuming in each case
   reinvestment  of all  dividends and capital gain  distributions,  for the ten
   year period ended 2/28/97.

Short-Term Bond Fund

                             Short-Term Bond Fund
                         Average Annual Total Return
                               as of 2/28/97(2)

                    1 year                        5.07%
                    -----------------------------------
                    Since Inception (10/93)       4.23%
                    -----------------------------------




<PAGE>



   For the six-month period ended 2/28/97, INVESCO Short-Term Bond Fund achieved
a total return of 3.51%,  compared to a total return of 1.51% for the Lehman 1-3
Year  Government/Corporate  Bond Index.  (Of course,  past  performance is not a
guarantee of future results.)(1),(2)
   Over the last  six-month  period,  the fund's  performance  was influenced by
three  key  factors.  First,  the fund  primarily  invested  in  mortgage-backed
securities and U.S. Treasuries, as we felt that investment grade corporate bonds
were generally  unattractive due to their narrow spreads.  Second,  we increased
our  position  in LIBOR  floating  rate  securities.  (These are  floating  rate
securities tied to the London Interbank  Offered Rate, which is usually the base
for large  Eurodollar  loans.) Finally,  in light of the volatile  interest rate
environment,  we  structured  the  fund  somewhat  defensively,  which  affected
performance.

Graph:
   This line graph represents a comparison of the value of a $10,000  investment
   in the INVESCO  Short-Term Bond Fund to the value of a $10,000  investment in
   the Lehman 1-3 Year  Government/Corporate  Bond Index,  assuming in each case
   reinvestment of all dividends and capital gain distributions,  for the period
   10/93 (inception)
   through 2/28/97.

   Looking forward,  the fund will continue to seek a high current yield,  while
keeping the average  portfolio  maturity  from one to three years to help reduce
volatility.  We will  monitor  the  interest  rate  environment  and  adjust the
duration of the fund accordingly.

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

(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 indices 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.


<PAGE>




(3)Morningstar  proprietary ratings reflect historical risk-adjusted performance
and are subject to change every month.  Overall  ratings are  calculated for the
fund's  one-,  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. As
of  2/28/97,  High Yield Fund  received 5 stars  among 1670 funds in the taxable
bond fund category for the 1-year period,  5 stars among 1104 for the 3-year, 5
stars among 597 for the 5-year, and 4 stars among 242 for the 10-year.



<PAGE>



INVESCO Income Funds, Inc.
Statement of Investment Securities
February 28, 1997
UNAUDITED
<TABLE>
<CAPTION>
                                                                                          Country     Shares, Units
                                                                                          Code if      or Principal
Description                                                                               Non US         Amount              Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>         <C>             <C>    

HIGH YIELD Fund
FIXED INCOME  SECURITIES 78.43%
AEROSPACE & DEFENSE 0.42%
Howmet Corp, Sr Sub Notes, 10.000%, 12/1/2003                                                         $  1,750,000    $  1,916,250
                                                                                                                      ------------
ALUMINUM 3.23%
Kaiser Aluminum & Chemical, Sr Sub Notes, 12.750%, 2/1/2003                                           $ 13,500,000      14,715,000
                                                                                                                      ------------
BROADCASTING 14.41%
Benedek Broadcasting, Sr Secured Notes, 11.875%, 3/1/2005                                             $  6,800,000       7,616,000
Benedek Communications, Sr Sub Discount Step-Up Notes, Zero Coupon^^, 5/15/2006                       $  8,000,000       5,120,000
Commodore Media, Sr Sub Step-Up Notes, 7.500%^^, 5/1/2003                                             $ 10,500,000      11,471,250
EchoStar Communications, Gtd Sr Discount Step-Up Notes, Zero Coupon^^, 6/1/2004                       $  6,000,000       5,160,000
EchoStar Satellite Broadcasting, Sr Secured Discount Step-Up Notes
    Zero Coupon^^, 3/15/2004                                                                          $  4,450,000       3,571,125
Granite Broadcasting, Sr Sub Notes, 9.375%, 12/1/2005                                                 $  6,800,000       6,732,000
Grupo Televisa SA, Sr Discount Step-Up Deb, Zero Coupon^^, 5/15/2008                      MX          $  3,300,000       2,244,000
TCI Satellite Entertainment, Sr Sub Discount Step-Up Notes^, Zero Coupon^^, 2/15/2007                 $ 14,500,000       8,011,250
Videotron Holdings PLC, Sr Discount Step-Up Notes, Zero Coupon^^
    7/1/2004                                                                              UK          $  6,000,000       5,235,000
    8/5/2005                                                                              UK          $ 12,950,000      10,424,750
                                                                                                                      ------------
                                                                                                                        65,585,375
                                                                                                                      ------------
CABLE 8.09%
Allbritton Communications, Sr Sub Deb
 11.500%, 8/15/2004                                                                                   $  5,185,000       5,509,063
 Series B, 9.750%, 11/30/2007                                                                         $  3,775,000       3,746,688
Diamond Cable Communications PLC,
    Sr Discount Step-Up Notes^
    Zero Coupon^^, 2/15/2007                                                              UK          $ 12,000,000       7,200,000
International CableTel, Sr Deferred
    Step-Up Notes, Series B
    Zero Coupon^^, 2/1/2006                                                               UK          $ 11,200,000       7,532,000
Kabelmedia Holding GmbH, Sr
    Discount Step-Up Notes, Zero
    Coupon^^, 8/1/2006                                                                    GM          $  6,750,000       3,982,500

<PAGE>

Marcus Cable LP/Marcus Cable Capital III, Sr Deb, 11.875%, 10/1/2005                                 $   8,230,000       8,826,675
                                                                                                                     -------------
                                                                                                                        36,796,926
                                                                                                                     -------------
CONGLOMERATES 2.22%
Jordan Industries, Sr Notes, 10.375%, 8/1/2003                                                       $  10,070,000      10,095,175
                                                                                                                     -------------
CONTAINERS 2.73%
Gaylord Container, Sr Sub Discount Deb, 12.750%, 5/15/2005                                           $  11,223,000      12,415,444
                                                                                                                     -------------
DISTRIBUTION 0.66%
Core-Mark International, Sr Sub Notes, 11.375%, 9/15/2003                                            $   2,900,000       3,016,000
                                                                                                                     -------------
ELECTRIC UTILITIES 1.16%
Niagara Mohawk Power, Secured Facil, 8.770%, 1/1/2018                                                $   5,500,000       5,281,199
                                                                                                                     -------------
ENTERTAINMENT 1.13%
All American Communications, Sr Sub Notes, Series B, 10.875%, 10/15/2001                             $   5,000,000       5,137,500
                                                                                                                     -------------
FOODS 0.89%
Borden Inc, Deb, 9.250%, 6/15/2019                                                                   $   3,250,000       3,203,665
Gorges/Quick-to-Fix Foods, Sr Sub Notes^, 11.500%, 12/1/2006                                         $     800,000         832,000
                                                                                                                     -------------
                                                                                                                         4,035,665
                                                                                                                     -------------
GAMING 7.71%
Aztar Corp, Sr Sub Notes, 13.750%, 10/1/2004                                                          $  4,750,000       5,409,062
Boyd Gaming, Sr Notes, 9.250%, 10/1/2003                                                              $  4,400,000       4,356,000
California Hotel Finance, Gtd Sr Sub Notes, 11.000%, 12/1/2002                                        $  3,900,000       4,109,625
Casino America, Gtd Sr Secured Notes, 12.500%, 8/1/2003                                               $  2,400,000       2,448,000

Mohegan Tribal Gaming Auth, Sr Secured Notes, Series B, 13.500%, 11/15/2002                           $  4,400,000       5,852,000
Trump Hotels & Casino Resorts Holdings LP/Trump Hotels & Casino Resorts Funding
    Sr Secured Notes, 15.500%, 6/15/2005                                                              $  5,800,000       6,612,000
Trump's Castle Funding, Mortgage Notes, 11.750%, 11/15/2003                                           $  7,150,000       6,309,875
                                                                                                                     -------------
                                                                                                                        35,096,562
                                                                                                                     -------------
IRON & STEEL 0.87%
ACINDAR Industria Argentina de Aceros SA, Notes, 11.250%, 2/15/2004                       AR          $  3,750,000       3,965,625
                                                                                                                     -------------
MACHINERY 1.32%
Fairfield Manufacturing, Sr Sub Notes, 11.375%, 7/1/2001                                              $    800,000         854,000
Goss Graphic Systems, Sr Sub Notes, 12.000%, 10/15/2006                                               $  4,850,000       5,165,250
                                                                                                                     -------------
                                                                                                                         6,019,250
                                                                                                                     -------------
METALS MINING 1.00%
Haynes International, Sr Notes, 11.625%, 9/1/2004                                                     $  4,150,000       4,533,875
                                                                                                                     -------------
OIL & GAS RELATED 2.65%
Clark Oil & Refining, Sr Notes, 10.500%, 12/1/2001                                                    $  5,000,000       5,187,500
Dual Drilling, Sr Sub Notes,  9.875%, 1/15/2004                                                       $  4,740,000       5,131,050
Forcenergy Inc,  Sr Sub Notes^, 8.500%, 2/15/2007                                                     $  1,750,000       1,732,500
                                                                                                                     -------------
                                                                                                                        12,051,050
                                                                                                                     -------------
<PAGE>

PAPER & FOREST PRODUCTS 2.65%
Repap New Brunswick, 2nd Priority Sr Secured Notes, 10.625%, 4/15/2005                    CA          $  1,900,000       1,909,500
Stone Consolidated, Sr Secured Notes, 10.250%, 12/15/2000                                             $  7,800,000       8,346,000
Tembec Finance, Gtd Sr Notes, 9.875%, 9/30/2005                                           CA          $  1,790,000       1,807,900
                                                                                                                     -------------
                                                                                                                        12,063,400
                                                                                                                     -------------
PERSONAL CARE 1.91%
Calmar Inc, Sr Sub Notes, Series B, 11.500%, 8/15/2005                                                $  3,300,000       3,465,000
Revlon Worldwide, Sr Secured Discount Notes^, Zero Coupon, 3/15/2001                                  $  8,000,000       5,250,000
                                                                                                                     -------------
                                                                                                                         8,715,000
                                                                                                                     -------------
PUBLISHING 3.29%
Affiliated Newspapers Investments, Sr Discount Step-Up Notes, Zero Coupon^^, 7/1/2006                 $ 17,618,000      14,975,300
                                                                                                                     -------------
REAL ESTATE INVESTMENT TRUST 1.14%
Saul (B F) REIT, Sr Secured Notes, 11.625%, 4/1/2002                                                  $  4,750,000       5,165,625
                                                                                                                     -------------
SPECIALTY PRINTING 0.91%
MDC Communications, Sr Sub Notes, 10.500%, 12/1/2006                                      CA          $  3,900,000       4,124,250
                                                                                                                     -------------
TELECOMMUNICATIONS -
    CELLULAR & WIRELESS 9.15%
Comcast Cellular, Sr Participating Redeemable Notes
    Series A, Zero Coupon, 3/5/2000                                                                   $  1,000,000         727,500
    Series B, Zero Coupon, 3/5/2000                                                                   $  5,400,000       3,915,000
CommNet Cellular
    Sr Sub Discount Step-Up Notes, Zero Coupon^^, 9/1/2003                                            $  5,540,000       5,138,350
    Sub Notes, 11.250%, 7/1/2005                                                                      $  3,150,000       3,370,500
Dial Call Communications, Sr Redeemable Discount Step-Up Notes
    Zero Coupon^^, 4/15/2004                                                                          $  4,000,000       3,170,000
GST USA, Gtd Sr Discount Step-Up Notes, Zero Coupon^^, 12/15/2005                                     $  2,400,000       1,560,000
Microcell Telecommunications, Sr Discount Step-Up Notes, Series B 
    Zero Coupon^^, 6/1/2006                                                                           $  8,500,000       4,760,000
NEXTEL Communications, Sr
    Redeemable Discount Step-Up Notes
    Zero Coupon^^, 8/15/2004                                                                          $  6,300,000       4,646,250
PanAmSat LP/PanAmSat Capital, Sr Sub Discount Step-Up Notes
    Zero Coupon^^, 8/1/2003                                                                           $  5,800,000       5,481,000
PriCellular Wireless, Sr Sub Discount Step-Up Notes, Zero Coupon^^, 10/1/2003                         $  4,050,000       3,645,000
Western Wireless, Sr Sub Notes, 10.500%, 6/1/2006                                                     $  5,000,000       5,225,000
                                                                                                                     -------------
                                                                                                                        41,638,600
                                                                                                                     -------------




<PAGE>

TELECOMMUNICATIONS - LONG DISTANCE   7.80%
Brooks Fiber Properties, Sr Discount Step-Up Notes, Zero Coupon^^
    3/1/2006                                                                                         $  2,000,000       1,360,000
    11/1/2006                                                                                        $  7,750,000       5,037,500
McLeod Inc, Sr Discount Step-Up Notes^, Zero Coupon^^, 3/1/2007                                      $ 14,000,000       8,470,000
NEXTLINK Communications LLC, Sr Notes, 12.500%, 4/15/2006                                            $  8,140,000       8,872,600
Omnipoint Corp, Sr Notes
    11.625%, 8/15/2006                                                                               $  7,950,000       7,989,750
    Series A^, 11.625%, 8/15/2006                                                                    $  3,750,000       3,768,750
                                                                                                                    -------------
                                                                                                                       35,498,600
                                                                                                                    -------------
TEXTILE - APPAREL MANUFACTURING 0.78%
Reeves Industries, Sr Notes, 11.000%, 7/15/2002                                                      $  3,700,000       3,542,750
                                                                                                                    -------------
TRANSPORTATION 2.31%
Statia Terminals International NV/Statia Terminals Canada, 1st Mortgage Notes, Series A^
    11.750%, 11/15/2003                                                                              $  4,750,000       5,058,750
Viking Star Shipping, 1st Pfd Ship Mortgage Notes, 9.625%, 7/15/2003                                 $  5,200,000       5,447,000
                                                                                                                    -------------
                                                                                                                       10,505,750
                                                                                                                    -------------
TOTAL FIXED INCOME SECURITIES
    (Cost $350,752,256)                                                                                               356,890,171
                                                                                                                    -------------
COMMON STOCKS & WARRANTS 0.32%
BROADCASTING 0.20%
Park Communications, Warrants^ (Exp 2004)                                                           $      45,000         908,100
                                                                                                                    -------------
RESTAURANTS 0.01%
AmeriKing Inc*                                                                                      $         750          37,500
TELECOMMUNICATIONS -  CELLULAR & WIRELESS 0.11%
Microcell Telecommunications
    Conditional Warrants (Exp 2006)*^                                                               $      34,000          21,250
    Warrants (Exp 2006)*^                                                                           $      34,000         497,250
                                                                                                                    -------------
                                                                                                                          518,500
                                                                                                                    -------------
TOTAL COMMON STOCKS & WARRANTS
    (Cost $1,125,078)                                                                                                   1,464,100
                                                                                                                    -------------
PREFERRED STOCKS 11.22%
BROADCASTING 5.99%
Chancellor Broadcasting, Conv Pfd^, 7.000%                                                          $     72,500        3,779,062

Chancellor Radio Broadcasting
    Exchangeable Pfd^, 12.000%                                                                      $     31,000        3,224,000
    Sr Cum Exchangeable Pfd, Series A, 12.250%~                                                     $     39,000        4,602,000
Granite Broadcasting, Exchangeable Pfd^, 12.750%~                                                   $      6,000        5,940,000
Paxson Communications, Cum Exchangeable Pfd, 12.500%~                                               $      4,750        4,773,750
SFX Broadcasting, Pfd, Series E, 12.625%~                                                           $     47,500        4,916,250
                                                                                                                    -------------
                                                                                                                       27,235,062
                                                                                                                    -------------

<PAGE>
CABLE 1.54%
Cablevision Systems, Cum Exchangeable Pfd, Series H, 11.750%~                                       $     73,741        7,005,381
                                                                                                                    -------------
COMMUNICATIONS - EQUIPMENT & MANUFACTURING 1.23%
PanAmSat Corp, Mandatory Sr Redeemable Exchangeable Pfd, 12.750%~                                   $      4,643        5,612,734
                                                                                                                    -------------
RESTAURANTS 0.18%
AmeriKing Inc, Sr Cum Exchangeable Pfd, 13.000%~                                                    $     30,000          810,000
                                                                                                                    -------------
RETAIL 0.60%
Jitney-Jungle Stores of America, Sr Exchangeable Pfd, Class A^, 15.000%                             $     21,000        2,730,000
                                                                                                                    -------------
TELECOMMUNICATIONS -  LONG DISTANCE 0.79%
ICG Holdings, Mandatory Redeemable Exchangeable Pfd, 14.250%                                        $      3,221        3,607,520
                                                                                                                    -------------
TOTAL PREFERRED STOCKS
    (Cost $48,815,505)                                                                                                 51,060,697
                                                                                                                    -------------
OTHER SECURITIES 4.91%
BROADCASTING 1.10%
United International Holdings, Units (Each unit consists of one $1,000 face amount Sr
    Secured  Discount Note, Zero Coupon, 11/15/1999 and 1 wrnt to purchase 4.535 shrs of
    cmn stock                                                                                       $      6,800        5,032,000
                                                                                                                    -------------

ELECTRONICS 0.65%
Electronic Retailing  Systems  International,  Units^ (Each unit consists of one $1,000 face 
    amount Sr Discount  Step-Up Note, Zero Coupon^^,  2/1/2004 and 1 wrnt to purchase 
    17.23 shrs of cmn stock)                                                                        $      4,300        2,945,500
                                                                                                                    -------------
RETAIL 0.28%
InterAct  Systems,  Units^  (Each unit  consists  of one $1,000  face  amount Sr Discount
    Step-Up Note, Zero Coupon^^, 8/1/2003 and 1 wrnt to purchase 1 shr of cmn stock)                $      2,400        1,272,000
                                                                                                                    -------------
TELECOMMUNICATIONS - CELLULAR  & WIRELESS 2.88%
Globalstar LP/Globalstar Capital, Units^  (Each unit consists of one $1,000 face amount Sr
    Note,  11.375%, 2/15/2004 and 1 wrnt to purchase 2.0645 shrs of cmn stock)                      $      6,750        7,087,500
NEXTLINK Communications, Sr Exchangeable Units^ (Each unit consists of 1 shr of
    pfd stock and 1 warrant)                                                                        $     80,000        4,060,000
OpTel Inc, Units^ (Each unit consists of one $1,000 face amount Sr Note, 13.000%
    2/15/2005 and 1 shr of non-voting cmn stock)                                                    $      6,000        6,015,000
                                                                                                                    -------------
                                                                                                                       13,102,500
                                                                                                                    -------------
TOTAL OTHER SECURITIES
    (Cost $22,340,534)                                                                                                 22,352,000
                                                                                                                    -------------


<PAGE>
SHORT-TERM INVESTMENTS -
    COMMERCIAL PAPER 5.12%
FINANCIAL 5.12%
Associates Corp of North America, 5.400%, 3/31/1997
    (Amortized Cost $23,284,000)                                                                    $ 23,284,000       23,284,000
                                                                                                                    -------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
    (Cost $446,317,373#)                                                                                              455,050,968
                                                                                                                    =============

SELECT INCOME Fund
FIXED INCOME SECURITIES 95.43%
US Government Obligations 1.78%
US Treasury  Notes, 6.250%, 2/15/2007
 (Cost $4,888,921)
US Government Agency Obligations 24.42%                                                             $  5,000,000        4,890,625
Federal Home Loan Mortgage, Gold,Participation Certificates
    7.000%, 4/1/2008                                                                                $  4,401,901        4,407,271
    7.000%, 4/1/2024                                                                                $  4,450,231        4,363,941
    7.000%, 5/1/2024                                                                                $  8,589,823        8,423,267
    7.000%, 6/1/2024                                                                                $  4,208,378        4,126,777
    6.500%, 6/1/2010                                                                                $  2,452,835        2,415,699
    6.500%, 10/1/2010                                                                               $   4,414,71        4,338,866
    6.500%, 9/1/2011                                                                                $ 24,250,456       23,760,839
Federal National Mortgage Association, Gtd Mortgage Pass-Through
    Certificates, 7.500%, 12/1/2024                                                                 $  2,587,378        2,593,148
Government National Mortgage Association I, Pass-Through Certificates
    7.500%, 5/15/2022                                                                               $  4,173,062        4,191,716
    7.500%, 11/15/2023                                                                              $  8,345,959        8,374,752
                                                                                                                    -------------
    TOTAL US GOVERNMENT AGENCY OBLIGATIONS
    (Cost $65,140,728)                                                                                                 66,996,276
                                                                                                                    -------------
AEROSPACE & DEFENSE 1.20%
Howmet Corp, Sr Sub Notes,
    10.000%, 12/1/2003                                                                              $  3,000,000        3,285,000
                                                                                                                    -------------
AIRLINES 1.16%
Delta Air Lines, Equipment Trust Certificates, Series 1992C, 9.300%, 1/2/2010                       $  2,800,000        3,169,860
                                                                                                                    -------------
AUTOMOBILES 1.82%
General Motors Acceptance, Medium-Term Notes, 6.700%, 4/25/2001                                     $  5,000,000        4,985,770
                                                                                                                    -------------
BROADCASTING 7.27%
Benedek Broadcasting, Sr Secured Notes, 11.875%, 3/1/2005                                           $  2,600,000        2,912,000
EchoStar Communications, Sr Secured Discount Step-Up Notes, Zero Coupon^^, 6/1/2004                 $  7,000,000        6,020,000
TCI Satellite Entertainment, Sr Sub Notes^, 10.875%, 2/15/2007                                      $  4,000,000        4,040,000
Videotron Holdings PLC, Sr Discount Step-Up Notes, Zero Coupon^^, 7/1/2004                UK        $  8,000,000        6,980,000
                                                                                                                    -------------
                                                                                                                       19,952,000
                                                                                                                    -------------

BUILDING MATERIALS 2.48%
USG Corp 
    Deb, 8.750%, 3/1/2017                                                                           $    200,000          207,500
    Sr Notes, 8.500%, 8/1/2005                                                                      $  6,340,000        6,593,600
                                                                                                                    -------------
                                                                                                                        6,801,100
                                                                                                                    -------------
<PAGE>

CABLE 5.90%
Allbritton Communications, Sr Sub Deb, 11.500%, 8/15/2004                                           $  3,225,000        3,426,562
Continental Cablevision, Sr Sub Deb, 11.000%, 6/1/2007                                              $  5,200,000        5,902,385
Diamond Cable Communications PLC, Sr Discount Step-Up Notes^
    Zero Coupon^^, 2/15/2007                                                              UK        $  3,000,000        1,800,000
International CableTel, Sr Notes^, 10.000%, 2/15/2007                                     UK        $  5,000,000        5,075,000
                                                                                                                    -------------
                                                                                                                       16,203,947
                                                                                                                    -------------
COMPUTER RELATED 2.73%
International Business Machines, Deb, 7.125%, 12/1/2096                                             $  8,000,000        7,498,864
                                                                                                                    -------------
ELECTRIC UTILITIES 19.95%
Commonwealth Edison, Notes, 7.625%, 1/15/2007                                                       $  3,500,000        3,504,347
DQU-II Funding, Collateral Lease, 8.700%, 6/1/2016                                                  $  8,000,000        8,607,152
Enersis SA, Notes, 6.900%, 12/1/2006                                                      CI        $  5,250,000        5,076,304
New England Power, General & Refunding Mortgage, 8.000%, 8/1/2022                                   $  7,000,000        7,350,504
Niagara Mohawk Power, Secured Facil, 8.770%, 1/1/2018                                               $  3,000,000        2,880,654
North Atlantic Energy, 1st Mortgage Notes, Series A, 9.050%, 6/1/2002                               $  5,662,000        5,746,930
PSI Energy, Deb, 6.350%, 11/15/2006                                                                 $  4,750,000        4,700,358
Pennsylvania Power, 1st Mortgage, 6.375%, 9/1/2004                                                  $  5,000,000        4,726,930
Philadelphia Electric, 1st & Refunding Mortgage
    7.750%, 3/1/2023                                                                                $  5,000,000        4,942,345
    7.250%, 11/1/2024                                                                               $  4,500,000        4,245,993
Public Service of New Mexico, 1st Mortgage Notes, 9.000%, 5/1/2008                                  $  3,000,000        2,968,299
                                                                                                                    -------------
                                                                                                                       54,749,816
                                                                                                                    -------------
ENTERTAINMENT 3.24%
Time Warner Entertainment, Sr Deb, 8.375%, 3/15/2023                                                $  5,000,000        5,081,720
Viacom International, Sub Deb
    Series A, 7.000%, 7/1/2003                                                                      $  2,000,000        1,902,198
    Series B, 7.000%, 7/1/2003                                                                      $  2,000,000        1,902,198
                                                                                                                    -------------
                                                                                                                        8,886,116
                                                                                                                    -------------
FINANCIAL 1.83%
Abbey National PLC, Sub Notes, 7.350%, 10/29/2049                                         UK        $  5,000,000        5,019,900
                                                                                                                    -------------
FOODS 1.09%
Fage Dairy Industries SA, Sr Notes^, 9.000%, 2/1/2007                                     GR        $  3,000,000        2,977,500
                                                                                                                    -------------
GOLD & PRECIOUS METALS MINING 1.80%
Freeport McMoRan Copper & Gold, Sr Notes, 7.200%, 11/15/2026                                        $  5,000,000        4,949,755
                                                                                                                    -------------
HEALTH CARE DRUGS - PHARMACEUTICALS 2.66%
McKesson Corp, Sub Deb, 4.500%, 3/1/2004                                                            $ 8,430,000         7,286,791
                                                                                                                    -------------
INSURANCE 2.89%
Berkley (W R) Corp, Sr Notes, 6.250%, 1/15/2006                                                     $ 3,000,000         2,798,085
Veritas Holdings GmbH, Sr Notes^, 9.625%, 12/15/2003                                      GM        $ 5,000,000         5,137,500
                                                                                                                    -------------
                                                                                                                        7,935,585
                                                                                                                    -------------

<PAGE>

INVESTMENT BANK/BROKER FIRM 1.85%                                                                   
Donaldson Lufkin & Jenrette, Medium-Term Notes, 5.625%, 2/15/2016                                   $ 3,000,000         2,850,087
Lehman Brothers Holdings, Sr Notes, 8.800%, 3/1/2015                                                $ 2,000,000         2,222,714
                                                                                                                    -------------
                                                                                                                        5,072,801
                                                                                                                    -------------
MACHINERY 1.29%
Perez Companc SA, Sr Unsecured Bonds^, 9.000%, 1/30/2004                                  AR        $ 3,500,000         3,552,500
                                                                                                                    -------------
OIL & GAS RELATED 0.75%
Clark Oil & Refining, Sr Notes, 10.500%, 12/1/2001                                                  $ 1,990,000         2,064,625
                                                                                                                    -------------
PERSONAL CARE 0.72%
Revlon Worldwide, Sr Secured Discount Notes^, Zero Coupon, 3/15/2001                                $ 3,000,000         1,968,750
                                                                                                                    -------------
PUBLISHING 3.82%
Affiliated Newspaper Investments, Sr Discount Step-Up Deb, Zero Coupon^^, 7/1/2006                  $ 3,000,000         2,550,000
News America Holdings, Sr Deb, 7.430%, 10/1/2026                                                    $ 3,000,000         3,057,270
Time Warner, Deb, 6.850%, 1/15/2026                                                                 $ 5,000,000         4,868,190
                                                                                                                    -------------
                                                                                                                       10,475,460
                                                                                                                    -------------
REAL ESTATE INVESTMENT TRUST 1.43%
CEI Citicorp Holdings, Bonds^, 9.750%, 2/14/2007                                          AR        $ 4,000,000         3,930,000
                                                                                                                    -------------
SAVINGS & LOAN 0.74%
Western Financial Savings Bank, Sub Capital Deb, 8.500%, 7/1/2003                                   $ 2,000,000         2,038,168
                                                                                                                    -------------
TELECOMMUNICATIONS - CELLULAR & WIRELESS 1.40%
Comcast Cellular, Sr Participating Redeemable Notes, Series B, Zero Coupon, 3/5/2000                $ 3,000,000         2,175,000
Microcell Telecommunications, Sr Discount Step-Up Notes, Series B
    Zero Coupon^^, 6/1/2006                                                                         $ 3,000,000         1,680,000
                                                                                                                    -------------
                                                                                                                        3,855,000
                                                                                                                    -------------
TELECOMMUNICATIONS - LONG DISTANCE 1.21%
McLeod Inc, Sr Discount Step-Up Notes^, Zero Coupon^^, 3/1/2007                                     $ 5,500,000         3,327,500
    TOTAL CORPORATE BONDS                                                                                           -------------
    (Cost $189,753,066)                                                                                               189,986,808
                                                                                                                    -------------
TOTAL FIXED INCOME SECURITIES
    (Cost $259,782,715)                                                                                               261,873,709
                                                                                                                    -------------
WARRANTS 0.07%
TELECOMMUNICATIONS - CELLULAR & WIRELESS 0.07%
Microcell Telecommunications
    Conditional Warrants (Exp 2006)*^                                                               $    12,000            7,500
    Warrants (Exp 2006)*^                                                                           $    12,000          175,500
                                                                                                                   -------------
TOTAL WARRANTS
    (Cost $120,626)                                                                                                      183,000
                                                                                                                   -------------


<PAGE>



OTHER SECURITIES 0.75%
TELECOMMUNICATIONS - CELLULAR & WIRELESS 0.75%
Globalstar LP/Globalstar Capital, Units^ (Each unit consists of one $1,000 face amount Sr
    Note, 11.375%, 2/15/2004 and 1 wrnt to purchase 2.0645 shrs of cmn stock)                       $      1,000      1,050,000
OpTel Inc, Units^ (Each unit consists of one $1,000 face amount Sr Note, 13.000%
    2/15/2005 and 1 wrnt to purchase 1 shr of non-voting cmn stock)                                 $      1,000      1,002,500
                                                                                                                  -------------
TOTAL OTHER SECURITIES
    (Cost $2,000,000)                                                                                                 2,052,500
                                                                                                                  -------------
SHORT-TERM INVESTMENTS -
    COMMERCIAL PAPER 3.75%
FINANCIAL 3.75%
American General, 5.350%, 3/3/1997
    (Amortized Cost $10,306,000)                                                                    $ 10,306,000     10,306,000
                                                                                                                  -------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
    (Cost $272,209,341#)                                                                                            274,415,209
                                                                                                                  =============

SHORT-TERM BOND Fund
FIXED INCOME SECURITIES 80.88%
US Government Obligations 25.33%
US Treasury Notes
    5.875%, 11/15/1999                                                                              $  2,500,000     2,481,250
    5.875%, 2/15/2000                                                                               $  1,000,000       990,937
    TOTAL US GOVERNMENT OBLIGATIONS
    (Cost $3,494,829)                                                                                                3,472,187
                                                                                                                 -------------
US Government Agency Obligations 26.96%
Federal Home Loan Mortgage, Gold, Participation Certificates
    7.000%, 6/1/2009                                                                                $  1,210,434     1,209,816
    7.000%, 1/1/2012                                                                                $  2,492,308     2,485,299
                                                                                                                 -------------
    TOTAL US GOVERNMENT AGENCY OBLIGATIONS
    (Cost $3,691,927)                                                                                                3,695,115
                                                                                                                 -------------
Corporate Bonds 28.59%
AUTOMOBILES 5.47%
General Motors Acceptance, Pass-Through Trust, Series 1997^, 6.500%, 1/17/2000                      $    750,000       749,063
                                                                                                                 -------------
CABLE 3.47%
Allbritton Communications, Sr Sub Deb, 11.500%, 8/15/2004                                           $    250,000       265,625
Century Communications, Sr Sub Notes, 11.875%, 10/15/2003                                           $    200,000       210,000
                                                                                                                 -------------
                                                                                                                       475,625
                                                                                                                 -------------
ELECTRIC UTILITIES 1.81%
PSI Energy, Deb, 6.350%, 11/15/2006                                                                 $    250,000       247,387
                                                                                                                 -------------


<PAGE>
FINANCIAL 9.65%
Chrysler Financial, Notes, 6.500%, 6/15/1998                                                        $    470,000       472,034
Ford Motor Credit, Medium-Term Notes, 5.813%, 2/1/1999                                              $    450,000       451,134
United States Leasing International, Medium-Term Notes, 5.828%, 11/16/1998                          $    400,000       399,920
                                                                                                                 -------------
                                                                                                                     1,323,088
                                                                                                                 -------------
OIL & GAS RELATED 1.51%
Clark Oil & Refining, Sr Notes, 10.500%, 12/1/2001                                                  $    200,000       207,500
                                                                                                                 -------------
PERSONAL CARE 1.92%
Revlon Worldwide, Sr Secured Discount Notes^, Zero Coupon, 3/15/2001                                $    400,000       262,500
                                                                                                                 -------------
REAL ESTATE INVESTMENT TRUST 1.86%
Fisher Brothers Financial Realty, Secured Notes, 10.750%, 12/17/2000                                $    250,000       254,713
                                                                                                                 -------------
TELECOMMUNICATIONS - CELLULAR & WIRELESS 2.90%
PanAmSat LP/PanAmSat Capital,
    Sr Sub Discount Step-Up Notes Zero Coupon^^, 8/1/2003                                           $    200,000       189,000
Rogers Cantel Mobile, Gtd Sr Sub Notes, 11.125%, 7/15/2002                                          $    200,000       209,000
                                                                                                                 -------------
                                                                                                                       398,000
  TOTAL CORPORATE BONDS                                                                                          -------------
    (Cost $3,926,936)                                                                                                3,917,876
TOTAL FIXED INCOME SECURITIES
    (Cost $11,113,692)                                                                                              11,085,178
                                                                                                                 -------------
SHORT-TERM  INVESTMENTS-
  REPURCHASE  AGREEMENTS  19.12%
    due 3/3/1997 at 5.280%, repurchased at $2,621,153 (Collateralized by
    US Treasury Bonds due 11/15/2009 at 10.375%, value $2,739,036)
    (Cost $2,620,000)                                                                               $  2,620,000     2,620,000
                                                                                                                 -------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
    (Cost $13,733,692)
    (Cost for Income Tax Purposes $13,736,583)                                                                      13,705,178
                                                                                                                 -------------

U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES 92.43%
US Government Obligations 48.34%
US Treasury Bonds
    8.125%, 8/15/2019                                                                               $  5,000,000    5,668,750
    8.125%, 5/15/2021                                                                               $ 10,000,000   11,365,620
    6.500%, 11/15/2026                                                                              $  9,000,000    8,600,625
                                                                                                                -------------
    TOTAL US GOVERNMENT OBLIGATIONS
    (Cost $25,272,299)                                                                                             25,634,995
                                                                                                                -------------
US Government Agency Obligations 44.09%
Federal Home Loan Mortgage, Gold, Participation Certificates
    6.500%, 4/1/2026                                                                                $ 14,715,314   14,023,841
<PAGE>


Government National Mortgage Association I, Pass-Through Certificates
    6.500%, 4/15/2026                                                                               $  9,856,570    9,361,178
                                                                                                                -------------
    TOTAL US GOVERNMENT AGENCY OBLIGATIONS 
    (Cost $23,149,439)                                                                                             23,385,019
                                                                                                                -------------
    TOTAL FIXED INCOME SECURITIES
    (Cost $48,421,738)                                                                                             49,020,014
                                                                                                                -------------
SHORT-TERM  INVESTMENTS -
    REPURCHASE  AGREEMENTS  7.57%
Repurchase Agreement with State Street Trust Co dated 2/28/1997    
    due 3/3/1997  at 5.280%, repurchased  at  $4,015,766 (Collateralized by 
    US Treasury Notes due 11/15/2009 at 10.375%, value $4,201,566)
    (Cost $4,014,000)                                                                               $  4,014,000    4,014,000
                                                                                                                -------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
    (Cost $52,435,738)
    (Cost for Income Tax Purposes $52,495,269)                                                                     53,034,014
                                                                                                                -------------
</TABLE>

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

* Security is non-income producing.

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

# Also represents cost for income tax purposes.

^ The following are restricted securities at February 28, 1997:

<TABLE>
<CAPTION>
                                                                                                                        Value as
                                                                                    Acquisition     Acquisition           % of
Description                                                                             Date(s)          Cost            Net Assets
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>             <C>                <C>    

High Yield Fund
Chancellor Broadcasting, Conv Pfd, 7.000%                                              1/17/97        $3,625,000             0.83%
Chancellor Radio Broadcasting, Exchangeable Pfd, 12.000%                               1/17/97-
                                                                                       2/18/97         3,125,000             0.71
Diamond Cable Communications PLC, Sr Discount Step-Up Notes
    Zero Coupon, 2/15/2007                                                             2/21/97         7,133,760             1.58
Electronic Retailing Systems International, Units                                      1/21/97         2,918,969             0.65
Forcenergy Inc, Sr Sub Notes, 8.500%, 2/15/2007                                        2/11/97         1,738,415             0.38
Globalstar LP/Globalstar Capital, Units                                                2/13/97         6,750,000             1.56
Gorges/Quick-to-Fix Foods, Sr Sub Notes, 11.500%, 12/1/2006                            11/21/96-
                                                                                       12/12/96          816,000             0.18
Granite Broadcasting, Exchangeable Pfd, 12.750%                                        1/28/97-
                                                                                       2/25/97         5,980,000             1.31
InterAct Systems, Units                                                                7/30/96         1,599,816             0.28
Jitney-Jungle Stores of America, Sr Exchangeable Pfd, Class A, 15.000%                 1/23/97         2,731,260             0.60
McLeod Inc, Sr Discount Step-Up Notes, Zero Coupon, 3/1/2007                           2/27/97         8,400,000             1.86
Microcell Telecommunications
    Conditional Warrants                                                               11/20/96          170,210             0.00
    Warrants                                                                           11/20/96          170,210             0.11
NEXTLINK Communications, Sr Exchangeable Units                                         1/21/97         4,000,000             0.89
Omnipoint Corp, Sr Notes, Series A, 11.625%, 8/15/2006                                 11/21/96-
                                                                                       11/22/96        3,931,425             0.83
Optel Inc, Units                                                                       2/7/97          6,000,000             1.32
Park Communications, Warrants                                                          11/7/96           752,050             0.20
Revlon Worldwide, Sr Secured
    Discount Notes, Zero Coupon,
    3/15/2001                                                                          2/28/97         5,247,200             1.15
Statia Terminals International
    NV/Statia Terminals Canada
    1st Mortgage Notes, Series A,
    11.750%, 11/15/2003                                                                2/27/97         5,076,563             1.11


<PAGE>



TCI Satellite Entertainment, Sr Sub Discount Step-Up Notes
    Zero Coupon, 2/15/2007                                                            2/14/97-
                                                                                      2/24/97         8,035,400              1.76
                                                                                                                     -------------
                                                                                                                            17.31%
                                                                                                                     =============
Select Income Fund       
CEI Citicorp Holdings, Bonds, 9.750%, 2/14/2007                                       2/14/97         3,989,720              1.46% 
Diamond Cable Communications PLC, Sr Discount Step-Up Notes
    Zero Coupon, 2/15/2007                                                            2/21/97         1,783,440              0.67
Fage Dairy Industries SA, Sr Notes, 9.000%, 2/1/2007                                  2/6/97          2,940,000              1.11
Globalstar LP/Globalstar Capital, Units                                               2/13/97         1,000,000              0.39
International CableTel, Sr Notes, 10.000%, 2/15/2007                                  2/7/97          5,000,000              1.89
McLeod Inc, Sr Discount Step-Up Notes, Zero Coupon, 3/1/2007                          2/27/97         3,300,000              1.24
Microcell Telecommunications
    Conditional Warrants                                                              11/20/96           60,313              0.00
    Warrants                                                                          11/20/96           60,313              0.07
OpTel Inc, Units                                                                      2/7/97          1,000,000              0.37
Perez Companc SA, Sr Unsecured Bonds, 9.000%, 1/30/2004                               1/23/97         3,500,000              1.32
Revlon Worldwide, Sr Secured Discount Notes, Zero Coupon, 3/15/2001                   2/28/97         1,967,700              0.73
TCI Satellite Entertainment, Sr Sub Notes, 10.875%, 2/15/2007                         2/14/97         4,000,000              1.50
Veritas Holdings GmbH, Sr Notes, 9.625%, 12/15/2003                                   12/11/96        5,000,000              1.91
                                                                                                                     -------------
                                                                                                                            12.66%
                                                                                                                     =============
Short-Term Bond Fund
General Motors Acceptance, Pass-Through Trust, Series 1997
    6.500%, 1/17/2000                                                                 1/8/97            749,055              5.56%
Revlon Worldwide, Sr Secured Discount Notes, Zero Coupon, 3/15/2001                   2/28/97           262,360              1.95
                                                                                                                     -------------

                                                                                                                             7.51%
                                                                                                                     =============

</TABLE>
<TABLE>
<CAPTION>
Summary of Investments by Country

                                                                                                        % of
                                                                                         Country     Investment
Country                                                                                  Code        Securities           Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>         <C>                <C>

High Yield Fund
Argentina                                                                                AR             0.87%           $ 3,965,625
Canada                                                                                   CA              1.72             7,841,650
Germany                                                                                  GM              0.88             3,982,500
Mexico                                                                                   MX              0.49             2,244,000
United Kingdom                                                                           UK              6.68            30,391,750
United States                                                                            US             89.36           406,625,443
                                                                                                       -----------------------------
                                                                                                       100.00%         $455,050,968

<PAGE>
                                                                                                       =============================
Select Income Fund
Argentina                                                                                AR              2.73%         $  7,482,500
Chile                                                                                    CI              1.85             5,076,304
Germany                                                                                  GM              1.87             5,137,500
Greece                                                                                   GR              1.08             2,977,500
United Kingdom                                                                           UK              6.88            18,874,900
United States                                                                            US             85.59           234,866,505
                                                                                                       -----------------------------
                                                                                                       100.00%         $274,415,209

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




<PAGE>

INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
February 28, 1997
UNAUDITED

<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~                                             $ 446,317,373      $ 272,209,341       $  13,733,692  $  52,435,738
                                                         ===================================================================
    At Value~                                            $ 455,050,968      $ 274,415,209       $  13,705,178  $  53,034,014
Cash                                                         2,019,444            8 9,988                   0         20,008
Receivables:
    Investment Securities Sold                              20,855,608          8,041,311             256,085        134,408
    Fund Shares Sold                                         2,411,681            940,187               5,310        589,922
    Dividends and Interest                                   5,989,597          3,120,693               3,713        445,521
Prepaid Expenses and Other Assets                               95,167            319,015              75,749        115,918
                                                         -------------------------------------------------------------------
TOTAL ASSETS                                               486,422,465        286,926,403          14,136,035     54,339,791
                                                         -------------------------------------------------------------------
LIABILITIES
Payables:
    Custodian                                                        0                 0              259,476              0
    Distributions to Shareholders                              435,256           177,745                2,586         18,854
    Investment Securities Purchased                         29,298,103        17,039,325              262,360              0
    Fund Shares Repurchased                                  1,364,082           627,644              125,064        276,450
Accrued Distribution Expenses                                   85,418            51,630                2,568         10,381
Accrued Expenses and Other Payables                             37,726            23,044                9,627          8,523
                                                         -------------------------------------------------------------------
TOTAL LIABILITIES                                           31,220,585        17,919,388              661,681        314,208
                                                         -------------------------------------------------------------------
Net Assets at Value                                      $ 455,201,880      $269,007,015        $  13,474,354  $  54,025,583
                                                         ===================================================================
NET ASSETS
Paid-in Capital*                                         $ 435,030,466      $263,737,408        $  13,888,741  $  53,375,293


Accumulated Undistributed (Distributions
    in Excess of) Net Investment Income
    (See Note 1)                                             (157,793)         (100,882)              (60,089)        13,766
Accumulated Undistributed Net Realized
    Gain (Loss) on Investment Securities
    and Foreign Currency Transactions                       11,595,612         3,164,621             (325,784)        38,248

<PAGE>                                                                                     


Net Appreciation (Depreciation) of Investment Securities
    and Foreign Currency Transactions                        8,733,595         2,205,868              (28,514)       598,276
                                                         -------------------------------------------------------------------
Net Assets at Value                                        455,201,880       269,007,015        13,474,354        54,025,583
                                                         ===================================================================
Shares Outstanding                                          62,583,010        41,012,859         1,423,185         7,364,596
Net Asset Value, Offering and Redemption
    Price per Share                                               7.27              6.56              9.47              7.34
                                                         ===================================================================
</TABLE>

~ Investment  securities  at cost and value at February  28, 1997  include
repurchase  agreements of $2,620,000 and $4,014,000 for Short-Term Bond and U.S.
Government Securities Funds, respectively.

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

See Notes to Financial Statements

INVESCO Income Funds, Inc.
Statement of Operations
Six Months Ended February 28, 1997
UNAUDITED

<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                                                $  20,130,928     $  10,740,418        $  378,492      $  1,896,742
Dividends                                                      95,279                 0                 0                 0
                                                       ---------------------------------------------------------------------
    TOTAL INCOME                                           20,226,207        10,740,418           378,492         1,896,742
                                                       ---------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                      983,497           727,418            29,067           154,437
Distribution Expenses                                         520,832           330,658            14,533            70,207
Transfer Agent Fees                                           326,331           397,491            29,503            93,025
Administrative Fees                                            36,309            24,898             5,930             9,272
Custodian Fees and Expenses                                    37,486            32,354             3,331             6,730
Directors' Fees and Expenses                                   13,316             9,977             3,791             4,816
Professional Fees and Expenses                                 17,555            14,247             6,271             9,122


<PAGE>
Registration Fees and Expenses                                 45,913            31,062            11,835            16,111
Reports to Shareholders                                       107,487            30,955             2,684             8,183
Other Expenses                                                 11,285             8,174             1,904             1,626
                                                       ---------------------------------------------------------------------
    TOTAL EXPENSES                                          2,100,011         1,607,234           108,849           373,529
    Fees and Expenses Absorbed by
    Investment Adviser                                              0          (265,988)          (60,401)          (89,683)
    Fees and Expenses Paid Indirectly                         (26,570)          (15,955)           (1,647)           (3,087)
                                                       ---------------------------------------------------------------------
    NET EXPENSES                                            2,073,441         1,325,291            46,801           280,759
                                                       ---------------------------------------------------------------------
NET INVESTMENT INCOME                                      18,152,766         9,415,127           331,691         1,615,983
                                                       ---------------------------------------------------------------------
<PAGE>
REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
    and Foreign Currency Transactions                      12,509,261         3,164,295             1,018           489,377
Change in Net Appreciation of Investment
    Securities and Foreign Currency Transactions           15,012,105         6,464,599           119,771           937,184
                                                        --------------------------------------------------------------------
NET GAIN ON INVESTMENT SECURITIES                          27,521,366         9,628,894           120,789         1,426,561
                                                        --------------------------------------------------------------------
Net Increase in Net Assets from Operations                 45,674,132        19,044,021           452,480         3,042,544
                                                        ====================================================================
</TABLE>

See Notes to Financial Statements




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

<TABLE>
<CAPTION>
                                                                 High Yield Fund               Select Income Fund
                                                           Six Months         Year        Six Months           Year
                                                             Ended           Ended           Ended             Ended
                                                          February 28      August 31      February 28        August 31
                                                       -------------------------------  --------------------------------
                                                            1997              1996            1997              1996
                                                         UNAUDITED                          UNAUDITED
<S>                                                    <C>               <C>               <C>            <C>
OPERATIONS
Net Investment Income                                  $  18,152,766     $  31,275,377     $  9,415,127   $  18,298,634
Net Realized Gain on Investment Securities
    and Foreign Currency Transactions                     12,509,261        13,285,701        3,164,295       3,393,400
Change in Net Appreciation (Depreciation) of
    Investment Securities and Foreign
    Currency Transactions                                 15,012,105        (8,092,678)       6,464,599     (10,577,175)
                                                       -------------------------------- --------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS                45,674,132        36,468,400       19,044,021      11,114,859
                                                       -------------------------------  --------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (18,309,550)      (31,275,377)      (9,540,036)    (18,298,634)
In Excess of Net Investment Income                                 0            (1,009)               0        (236,099)
Net Realized Gain on Investment Securities                (1,811,000)                0       (1,166,065)       (928,028)
                                                       -------------------------------- --------------------------------
TOTAL DISTRIBUTIONS                                      (20,120,550)      (31,276,386)     (10,706,101)    (19,462,761)
                                                       -------------------------------- --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                            298,812,973       521,528,845       68,098,625     183,060,076
Reinvestment of Distributions                             16,517,064        26,085,121        9,380,784      17,478,881
                                                       -------------------------------- --------------------------------
                                                         315,330,037       547,613,966       77,479,409     200,538,957
                                                       -------------------------------- --------------------------------
Amounts Paid for Repurchases of Shares                  (260,882,983)     (466,563,331)     (74,903,170)   (150,695,392)
NET INCREASE IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                          54,447,054        81,050,635        2,576,239      49,843,565
                                                       -------------------------------- -------------------------------- 
<PAGE>



Total Increase in Net Assets                              80,000,636        86,242,649       10,914,159      41,495,663
NET ASSETS
Beginning of Period                                      375,201,244       288,958,595      258,092,856     216,597,193
                                                       -------------------------------- --------------------------------
End of Period                                          $ 455,201,880     $ 375,201,244     $269,007,015   $ 258,092,856
                                                       ================================ ================================
Accumulated Undistributed (Distributions
    in Excess of) Net Investment Income
    Included in Net Assets at End of Period
    (See Note 1)                                       $    (157,793)    $      (1,009)    $   (100,882)  $      24,027

               ------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Shares Sold                                               42,302,993        76,321,844       10,452,411      27,935,727
Shares Issued from Reinvestment of
    Distributions                                          2,354,696         3,819,405        1,434,260       2,677,261
                                                       -------------------------------- --------------------------------
                                                          44,657,689        80,141,249       11,886,671      30,612,988
Shares Repurchased                                       (36,909,855)      (68,212,157)     (11,503,628)    (23,097,234)
                                                       -------------------------------- --------------------------------
Net Increase in Fund Shares                                7,747,834        11,929,092          383,043       7,515,754
                                                       ================================ ================================
See Notes to Financial Statements

</TABLE>


<PAGE>



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

                                                                 Short-Term                    U.S. Government
                                                                  Bond Fund                       Securities Fund
                                                           Six Months      Year          Six Months            Year
                                                             Ended         Ended             Ended             Ended
                                                          February 28     August 31       February 28         August 31
                                                      -------------------------------    -------------------------------
                                                              1997            1996            1997              1996
                                                           UNAUDITED                       UNAUDITED
<S>                                                   <C>              <C>               <C>              <C>    
OPERATIONS
Net Investment Income                                 $   331,691      $    518,996      $  1,615,983     $  2,440,065
Net Realized Gain (Loss) on Investment
    Securities and Foreign Currency
    Transactions                                            1,018           (36,906)          489,377          687,053
Change in Net Appreciation (Depreciation)
    of Investment Securities and Foreign
    Currency Transactions                                 119,771           (88,336)          937,184       (3,007,303)
                                                      -------------------------------    -------------------------------
NET INCREASE IN NET ASSETS
    FROM OPERATIONS                                       452,480           393,754         3,042,544          119,815
                                                      -------------------------------    -------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (391,780)         (518,996)       (1,602,217)      (2,440,065)
In Excess of Net Investment Income                              0            (2,069)                0          (57,412)
                                                      -------------------------------    -------------------------------
TOTAL DISTRIBUTIONS                                      (391,780)         (521,065)       (1,602,217)      (2,497,477)
                                                      -------------------------------    -------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                           8,982,229        19,759,334        56,283,245       85,568,163
Reinvestment of Distributions                             317,353           477,042         1,479,461        2,279,230
                                                      -------------------------------    -------------------------------
                                                        9,299,582        20,236,376        57,762,706       87,847,393
Amounts Paid for Repurchases of Shares                 (6,620,512)      (18,353,980)      (59,791,032)     (68,943,386)
                                                      -------------------------------    -------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                        2,679,070         1,882,396        (2,028,326)      18,904,007
                                                      -------------------------------    -------------------------------
Total Increase (Decrease) in Net Assets                 2,739,770         1,755,085          (587,999)      16,526,345
NET ASSETS
Beginning of Period                                    10,734,584         8,979,499        54,613,582       38,087,237
                                                      -------------------------------    -------------------------------
End of Period                                          13,474,354        10,734,584        54,025,583       54,613,582
                                                      ===============================    ===============================
Accumulated Undistributed Net Investment
    Income Included in Net Assets at
    End of Period (See Note 1)                        $   (60,089)     $          0      $     13,766     $          0


<PAGE>

FUND SHARE TRANSACTIONS
Shares Sold                                               947,004         2,075,335         7,553,879       11,508,907
Shares Issued from Reinvestment
    of Distributions                                       33,422            50,130           199,554          305,421
                                                      -------------------------------    -------------------------------
                                                          980,426         2,125,465         7,753,433       11,814,328
Shares Repurchased                                       (698,128)       (1,925,401)       (8,027,472)      (9,263,315)
                                                      -------------------------------    -------------------------------
Net Increase (Decrease) in Fund Shares                    282,298           200,064          (274,039)       2,551,013
                                                      ===============================    ===============================

See Notes to Financial Statements

</TABLE>


INVESCO Income Funds, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO Income
Funds, Inc. (the "Fund") was incorporated in Maryland and presently  consists of
four separate Funds: High Yield Fund,  Select Income Fund,  Short-Term Bond Fund
and U.S. Government Securities Fund. The investment objectives of the 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
   
<PAGE>

    principal  stock  exchange  at or prior to the close of the New York Stock
    Exchange.  Foreign  currency  exchange rates are determined daily prior to
    the close of the New York Stock Exchange.
         If market  quotations  or pricing  service  valuations  are not readily
    available, securities are valued at fair value as determined in good faith
    by the Fund's  board of  directors.  Restricted  securities  are valued in
    accordance with procedures established by the Fund's board of directors.
         Short-term  securities are stated at amortized cost (which approximates
    market  value) if maturity is 60 days or less at the time of purchase,  or
    market value if maturity is greater than 60 days.
         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 were acquired. Income and expenses are
    translated into U.S. dollars at the 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.
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.
         High Yield Fund invests  primarily  in high yield bonds,  some of which
    may be rated below  investment  grade.  These high yield bonds may be more
    susceptible than higher grade bonds to real or perceived  adverse economic
    or industry  conditions.  The secondary  market, on which high yield bonds
    are  traded,  may also be less  liquid  than the market  for higher  grade
    bonds.
         Restricted securities held by the Fund may not be sold except in exempt
    transactions or in a public offering  registered  under the Securities Act
    of 1933.  The risk of investing in such  securities  is generally  greater
    than the risk of investing  in the  securities  of widely  held,  publicly
    traded companies.  Lack of a secondary market and resale  restrictions may
    result in the  inability  of each Fund to sell a security  at a fair price
    and may substantially delay the sale of the security which each Fund seeks
    to  sell.  In  addition,   these  securities  may  exhibit  greater  price
    volatility than securities for which secondary markets exist.
         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
    foreign exchange rates. The Fund does not hold short-term  forward foreign
   

<PAGE>
    currency  contracts  for  trading  purposes.  The Fund  may  hold  foreign
    currency in anticipation of settling foreign security transactions and not
    for investment purposes.
         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.
         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 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 (distributions in excess
    of) net investment income by $165,928, $145,676, $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.
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, 1996, Short-Term Bond Fund had $64,
    $285,423 and $17,095, in net capital loss carryovers which expire in the
    years 2002, 2003 and 2004, respectively.  At August 31, 1996, U.S.
    Government Securities Fund had $434,697, in net capital loss carryovers
    which expire in the year 2003.
         Short-Term Bond Fund incurred and elected to defer  post-October 31 net
    capital losses of $24,220 to the year ended August 31, 1997. To the extent
    future  capital gains are offset by capital loss  carryovers  and deferred
    post  October  31  losses,   such  gains  will  not  be   distributed   to
    shareholders.
         Net  capital  loss  carryovers  utilized in 1996 by High Yield and U.S.
    Government   Securities   Funds   amounted  to  $6,030,690  and  $646,073,
    respectively.
         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.  Reinvestment of dividends is effected at the
    month-end net asset value.  The Fund distributes net realized capital
    gains, if any, to its shareholders at least annually, if not offset by
    capital loss carryovers.  Income distributions and capital gain
    distributions are determined in accordance with income tax regulations
    which may differ from generally accepted accounting principles.  These
    differences are primarily due to differing treatments for mortgage-backed
    securities, market discounts, premiums, foreign currency transactions,
    nontaxable dividends, net operating losses and expired capital loss
    carryforwards.
<PAGE>

F.  FORWARD FOREIGN CURRENCY CONTRACTS - The Fund enters into short-term
    forward foreign currency contracts in connection with planned purchases or
    sales of securities as a hedge against fluctuations in foreign exchange
    rates pending the settlement of transactions in foreign securities.  A
    forward foreign currency contract is an agreement between contracting
    parties to exchange an amount of currency at some future time at an agreed
    upon rate. These contracts are marked-to-market daily and the related
    appreciation or depreciation of the contracts is presented in the
    Statement of Assets and Liabilities.
G.  EXPENSES - Each of the Funds bears  expenses  incurred  specifically  on its
    behalf  and,  in  addition,  each Fund bears a portion of general  expenses,
    based on the relative net assets of each Fund.
         Under an agreement between each Fund and the Fund's  Custodian,  agreed
    upon  Custodian  Fees and Expenses  are reduced by credits  granted by the
    Custodian from any temporarily  uninvested cash. 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:

<TABLE>
<CAPTION>
                                                             AVERAGE NET ASSETS
                                                 ----------------------------------------------
                                                    $0 to      $300 Million              Over
                                                     $300           to $500              $500
Fund                                              Million           Million           Million
- -----------------------------------------------------------------------------------------------
<S>                                                <C>               <C>               <C>    
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%
</TABLE>
    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.
    A plan of  distribution  pursuant  to Rule  12b-1  of the Act  provides  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of  average  annual  net  assets.  Amounts
accrued  by the Fund are  available  to  reimburse  the  Distributor  for actual
expenditures  incurred within a rolling  twelve-month period. For the six months
ended February 28, 1997,  High Yield,  Select Income,  Short-Term  Bond and U.S.
Government Securities Funds paid the Distributor $514,253, $334,219, $14,208 and

<PAGE>
$71,021, respectively, for reimbursement of expenses incurred. 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  permissable  activities  and
services in connection with the distribution of each Fund's shares. Accordingly,
the above  amounts  reflect  reimbursements  under the plan for the four  months
ended December 31, 1996 and compensation under the plan for the two months ended
February 1997.
    IFG has voluntarily  agreed,  in some instances,  to absorb certain fees and
expenses incurred by High Yield,  Select Income and U.S.  Government  Securities
Funds and IFG and ITC have  voluntarily  agreed,  in some  instances,  to absorb
certain fees and expenses  incurred by Short-Term  Bond Fund.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
February 28, 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:
<TABLE>
<CAPTION>
Fund                                                            Purchases             Sales
- ---------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>
High Yield Fund                                                $878,599,524      $836,112,221
Select Income Fund                                              356,198,266       343,238,044
Short-Term Bond Fund                                              3,360,257         3,315,273

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

Fund                                                            Purchases             Sales
- ---------------------------------------------------------------------------------------------
Select Income Fund                                              $19,847,619       $30,160,854
Short-Term Bond Fund                                              9,482,984         7,979,967
U.S. Government Securities Fund                                  33,097,421        30,540,481

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  28,  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  (depreciation)  by Fund were as
follows:

                                                                                     Net
                                                Gross             Gross         Appreciation
Fund                                         Appreciation      Depreciation    (Depreciation)
- ---------------------------------------------------------------------------------------------
High Yield Fund                              $11,377,831       $2,644,236       $8,733,595
Select Income Fund                             4,253,333        2,047,465        2,205,868
Short-Term Bond Fund                               9,818           41,223          (31,405)
U.S. Government Securities Fund                  741,886          203,141          538,745

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 of 40% of the  retainer  fee at the time of
retirement.
<PAGE>
    Pension  expenses  for the six months ended  February 28, 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
Fund                                             Expenses     Pension Costs      Liability
- ---------------------------------------------------------------------------------------------
High Yield Fund                                   $3,101          $12,429          $24,168
Select Income Fund                                 2,178            6,798           14,442
Short-Term Bond Fund                                  84              387              745
U.S.  Government Securities Fund                     417             1742            3,385

</TABLE>

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
February 28, 1997, there were no such borrowings.

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

Other Information
UNAUDITED

On October 22, 1996, a special  meeting of the  shareholders  of High Yield Fund
was  held at  which  approval  of the  modification  of the  Fund's  fundamental
investment  policy  concerning  illiquid and Rule 144A securities  (Proposal 1),
unseasoned issuers (Proposal 2) and holding equity securities  (Proposal 3) were
ratified. The following is a report of the votes cast:

<TABLE>
<CAPTION>
                                                                     
Proposal                                 For          Against     Withheld/Abstain    Total
- ------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>            <C>    

Proposal 1                            22,870,928      2,387,924      1,622,252     26,881,104
Proposal 2                            22,653,291      2,579,717      1,648,095     26,881,103
Proposal 3                            23,250,368      2,016,355      1,614,381     26,881,104

On January 31, 1997, a special meeting of the  shareholders of the Fund was held
at which the eleven directors  identified  below were elected,  the selection of
Price Waterhouse LLP as independent  accountants (Proposal 1), the approval of a


<PAGE>
new  invesment  advisory  agreement  with  INVESCO  Funds  Group,  Inc.  ("IFG")
(Proposal  2) and a new  sub-advisory  agreement  between IFG and INVESCO  Trust
Company (Proposal 3) were ratified. The following is a report of the votes cast:

                                                                     
Nominee/Proposal                         For          Against     Withheld/Abstain    Total
- ------------------------------------------------------------------------------------------------
High Yield Fund
Charles W. Brady                      43,882,057              0      1,476,938     45,358,995
Dan J. Hesser                         43,898,111              0      1,460,884     45,358,995
Fred A. Deering                       43,916,024              0      1,442,971     45,358,995
Victor L. Andrews                     43,879,675              0      1,479,320     45,358,995
Bob R. Baker                          43,837,411              0      1,521,584     45,358,995
Lawrence H. Budner                    43,888,671              0      1,470,324     45,358,995
Daniel D. Chabris                     43,865,646              0      1,493,349     45,358,995
A.D. Frazier, Jr.                     43,898,607              0      1,460,388     45,358,995
Hubert L. Harris, Jr.                 43,983,343              0      1,375,652     45,358,995
Kenneth T. King                       43,842,718              0      1,516,277     45,358,995
John W. McIntyre                      43,885,404              0      1,473,591     45,358,995

Proposal 1                            43,148,906        685,723      1,524,365     45,358,994
Proposal 2                            42,067,083      1,316,563      1,975,349     45,358,995
Proposal 3                            41,973,001      1,355,285      2,030,709     45,358,995

Select Income Fund
Charles W. Brady                      26,089,541              0        675,833     26,765,374
Dan J. Hesser                         26,099,723              0        665,651     26,765,374
Fred A. Deering                       26,072,995              0        692,379     26,765,374
Victor L. Andrews                     26,064,029              0        701,345     26,765,374
Bob R. Baker                          26,024,311              0        741,063     26,765,374
Lawrence H. Budner                    26,062,380              0        702,994     26,765,374
Daniel D. Chabris                     26,029,325              0        736,049     26,765,374
A.D. Frazier, Jr.                     26,097,516              0        667,858     26,765,374
Hubert L. Harris, Jr.                 26,100,155              0        665,219     26,765,374
Kenneth T. King                       26,046,669              0        718,705     26,765,374
John W. McIntyre                      26,073,901              0        691,473     26,765,374
Proposal 1                            25,979,691        225,567        560,117     26,765,375
Proposal 2                            25,426,341        489,759        849,273     26,765,373
Proposal 3                            25,402,489        516,755        846,129     26,765,373

Short-Term Bond Fund
Charles W. Brady                         823,370              0         20,385        843,755
Dan J. Hesser                            824,072              0         19,683        843,755
Fred A. Deering                          825,107              0         18,648        843,755
Victor L. Andrews                        824,973              0         18,782        843,755
Bob R. Baker                             825,509              0         18,246        843,755
Lawrence H. Budner                       824,973              0         18,782        843,755
Daniel D. Chabris                        823,555              0         20,200        843,755
A.D. Frazier, Jr.                        825,643              0         18,112        843,755
Hubert L. Harris, Jr.                    823,938              0         19,817        843,755
Kenneth T. King                          824,124              0         19,631        843,755
John W. McIntyre                         824,404              0         19,351        843,755
Proposal 1                               818,819         11,217         13,718        843,754
Proposal 2                               816,401          9,835         17,519        843,755
Proposal 3                               817,482          8,710         17,562        843,754


<PAGE>

U.S. Government Securities Fund
Charles W. Brady                       4,447,104              0        138,108      4,585,212
Dan J. Hesser                          4,447,104              0        138,108      4,585,212
Fred A. Deering                        4,442,913              0        142,299      4,585,212
Victor L. Andrews                      4,447,084              0        138,128      4,585,212
Bob R. Baker                           4,447,084              0        138,128      4,585,212
Lawrence H. Budner                     4,447,084              0        138,128      4,585,212
Daniel D. Chabris                      4,428,192              0        157,020      4,585,212
A.D. Frazier, Jr.                      4,444,032              0        141,180      4,585,212
Hubert L. Harris, Jr.                  4,449,767              0        135,445      4,585,212
Kenneth T. King                        4,427,627              0        157,585      4,585,212
John W. McIntyre                       4,443,094              0        142,118      4,585,212
Proposal 1                             4,394,460         37,604        153,148      4,585,212
Proposal 2                             4,297,384        115,899        171,930      4,585,213
Proposal 3                             4,310,912        106,192        168,107      4,585,211

</TABLE>


<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                              Six Months                               Period
                                                Ended                                  Ended        Year Ended
                                             February 28    Year Ended August 31      August 31     December 31
                                            ------------  -------------------------   --------- ----------------
                                                1997       1996     1995     1994       1993>>    1992    1991
                                              UNAUDITED

                                           High Yield Fund
<S>                                         <C>         <C>      <C>      <C>       <C>        <C>       <C>
PER SHARE DATA
Net Asset Value - Beginning of Period          $6.84      $6.73    $6.73    $7.32      $6.97     $6.66    $6.00
                                              -------    --------------------------   -------   ----------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                           0.31       0.63     0.66     0.62       0.39      0.64     0.70
Net Gains or (Losses) on Securities
 (Both Realized and Unrealized)                 0.46       0.11     0.03    (0.59)      0.36      0.30     0.64
                                              -------    --------------------------   -------   ----------------
Total from Investment Operations                0.77       0.74     0.69     0.03       0.75      0.94     1.34
                                              -------    --------------------------   -------   ----------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+           0.31       0.63     0.66     0.62       0.40      0.63     0.68
Distributions from Capital Gains                0.03       0.00     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     0.00
                                              -------    --------------------------   -------   ----------------
Total Distributions                             0.34       0.63     0.69     0.62       0.40      0.63     0.68
                                              -------    --------------------------   -------   ----------------
Net Asset Value -  End of Period                7.27       6.84     6.73     6.73       7.32      6.97     6.66
                                              =======    ==========================   =======   ================
TOTAL RETURN                                   11.43%*    11.38%   11.12%    0.37%     11.01%*   14.53%   23.51%

RATIOS
Net Assets - End of Period ($000 Omitted)   $455,202    $375,201 $288,959 $243,773  $308,945   $212,172  $99,103
Ratio of Expenses to  Average Net Assets#      0.50%*@     0.99%@   1.00%    0.97%     0.97%~     1.00%    1.05%
Ratio of Net Investment Income to Average 
 Net Assets#                                   4.36%*      9.13%   10.01%    8.70%     8.28%~     9.29%   10.57%
Portfolio Turnover Rate                         212%*       266%     201%     195%       45%*      120%      64%
</TABLE>
>> From January 1, 1993 to August 31, 1993, the Fund's current fiscal year-end.

+ Distributions in excess of net investment income for the year ended August 31,
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.

<PAGE>



@ 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




<PAGE>



INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                              Six Months                               Period
                                                Ended                                  Ended        Year Ended
                                             February 28    Year Ended August 31      August 31     December 31
                                            ------------  -------------------------   --------- ----------------
                                                1997       1996     1995     1994       1993>>    1992    1991
                                              UNAUDITED

                                           Select Income Fund
<S>                                         <C>         <C>      <C>      <C>       <C>        <C>      <C>

PER SHARE DATA
Net Asset Value - Beginning of Period          $6.35      $6.54    $6.18    $6.80      $6.53     $6.50   $5.96
                                              -------    -------------------------   --------- -----------------
INCOME FROM INVESTMENT
    OPERATIONS
Net Investment Income                           0.23       0.47     0.47     0.47       0.33      0.52    0.53
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)              0.24      (0.17)    0.36    (0.43)      0.27      0.13    0.53
                                              -------    -------------------------   --------- -----------------
Total from Investment Operations                0.47       0.30     0.83     0.04       0.60      0.65    1.06
                                              -------    -------------------------   --------- -----------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income            0.23       0.46     0.47     0.47       0.33      0.52    0.52
In Excess of Net Investment Income+             0.00       0.01     0.00     0.00       0.00      0.00    0.00
Distributions from Capital Gains                0.03       0.02     0.00     0.09       0.00      0.10    0.00
In Excess of Capital Gains                      0.00       0.00     0.00     0.10       0.00      0.00    0.00
                                              -------    -------------------------   ---------  ----------------
Total Distributions                             0.26       0.49     0.47     0.66       0.33      0.62    0.52
                                              -------    -------------------------   ---------  ----------------
Net Asset Value -  End of Period                6.56       6.35     6.54     6.18       6.80      6.53    6.50
                                              =======    =========================   =========  ================

TOTAL RETURN                                   7.45%*     4.78%   14.01%    0.47%      9.42%*   10.38%  18.57%

RATIOS
Net Assets - End of Period ($000 Omitted)   $269,007    $258,093 $216,597 $138,337  $158,780   $123,03  $93,827
Ratio of Expenses to Average Net Assets#       0.51%*@     1.01%@   1.00%    1.11%     1.15%~    1.14%    1.15%
Ratio of Net Investment Income to Average
 Net Assets#                                   3.56%*      7.14%    7.38%    7.22%     7.40%~    7.97%    8.57%
Portfolio Turnover Rate                         146%*       210%     181%     135%      105%*     178%     117%
</TABLE>

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

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


<PAGE>

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

# Various expenses of the Fund were voluntarily absorbed by IFG for the six
months ended  February  28, 1997 and 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 0.61% (not  annualized),  1.16%,  1.22% and
1.15%,  respectively,  and ratio of net investment  income to average net assets
would have been 3.46% (not annualized), 6.99%, 7.16% and 7.18%, respectively.

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

~ Annualized



<PAGE>


INVESCO Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                              Six Months                    Period
                                                Ended       Year Ended       Ended
                                             February 28     August 31      August 31
                                            ------------ -----------------  ---------
                                                1997       1996     1995      1994>>
                                              UNAUDITED

                                           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                           0.27       0.56     0.57       0.47
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)              0.06      (0.13)    0.08      (0.54)
                                              -------    -----------------  ---------
Total from Investment Operations                0.33       0.43     0.65      (0.07)
                                              -------    -----------------  ---------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+           0.27       0.56     0.57       0.47
                                              -------    ----------------------------
Net Asset Value - End of Period                $9.47      $9.41    $9.54      $9.46
                                              =======    ============================

TOTAL RETURN                                   3.51%*     4.63%    7.16%     (0.72%)*

RATIOS
Net Assets - End of Period
    ($000 Omitted)                            $13,474   $10,735    $8,979     $7,878
Ratio of Expenses to Average Net Assets#       0.42%*@    0.80%@    0.46%      0.46%~
Ratio of Net Investment Income to
    Average Net Assets#                        2.86%*     5.85%     6.05%      5.50%~
Portfolio Turnover Rate                         121%*      103%       68%       169%*
</TABLE>

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

+  Distributions  in excess of net investment  income for the years ended August
31, 1996 and 1995, aggregated less than $0.01 on a per share basis.

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

# Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the six
months ended February 28, 1997, the years ended August 31, 1996 and 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 0.94% (not


<PAGE>
annualized), 2.17%, 2.09% and 2.04% (annualized), respectively, and ratio of net
investment  income to average net assets would have been 2.34% (not annualized),
4.48%, 4.42% and 3.92% (annualized), respectively.

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

~ Annualized




<PAGE>



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

                                              Six Months                               Period
                                               Ended                                   Ended        Year Ended
                                             February 28    Year Ended August 31      August 31     December 31
                                            ------------   ----------------------    -----------  ---------------
                                                1997       1996     1995     1994       1993>>      1992    1991
                                              UNAUDITED

                                           U.S. Government Securities Fund
<S>                                         <C>         <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   $7.09
                                               -----       -----------------------   -----------  ---------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                           0.21        0.44     0.45     0.41       0.28       0.46    0.48
Net Gains or Losses on Securities
   (Both Realized and Unrealized)               0.19       (0.34)    0.39    (0.93)      0.58      (0.04)   0.57
                                               -----       ------------------------  -----------  ---------------
Total from Investment Operations                0.40        0.10     0.84    (0.52)      0.86       0.42    1.05
                                               -----       -------------------------------------  ---------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income            0.21        0.43     0.45     0.41       0.28       0.46    0.49
In Excess of Net Investment Income              0.00        0.01     0.00     0.00       0.00       0.00    0.00
Distributions from Capital Gains                0.00        0.00     0.00     0.16       0.00       0.00    0.00
                                               -----       -------------------------------------  ---------------
Total Distributions                             0.21        0.44     0.45     0.57       0.28       0.46    0.49
                                               -----       -------------------------------------  ---------------
Net Asset Value - End of Period                $7.34       $7.15    $7.49    $7.10      $8.19      $7.61   $7.65
                                               =====       =====================================  ===============

TOTAL RETURN                                   5.61%*      1.31%   12.37%   (6.53%)    11.61%*     5.68%  15.56%

RATIOS
Net Assets - End of Period ($000 Omitted)    $54,026    $54,614   $38,087  $36,740    $36,391    $35,799 $29,229
Ratio of Expenses to Average Net Assets#      0.51%*@     1.02%@    1.00%    1.32%      1.40%~     1.27%   1.27%
Ratio of Net Investment Income to Average
  Net Assets#                                 2.88%*      5.76%     6.24%    5.46%      5.36%~     6.08%   6.78%
Portfolio Turnover Rate                         63%*       212%       99%      95%       100%*      115%     67%
</TABLE>

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

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

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

# Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the six
months ended  February  28, 1997 and 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 0.67% (not


<PAGE>



annualized),  1.48%, 1.51% and 1.42%, respectively,  and ratio of net investment
income to average  net assets  would  have been 2.72% (not  annualized),  5.30%,
5.73% and 5.36%, respectively.

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

~ Annualized




<PAGE>


INVESCO FUNDS

We're easy to stay in touch with:
Investor Services Representatives,
1-800-525-8085
PAL(R), your Personal Account Line,
1-800-424-8085

On the World Wide Web:
http://www.invesco.com

Denver Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 E. Union
Avenue, Lobby Level

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

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









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