INVESCO INCOME FUNDS INC
N-30D, 1998-04-24
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Semiannual Report

February 28, 1998

INVESCO INCOME FUNDS

You should know
what INVESCO knows.


INVESCO FUNDS


<PAGE>







Market Overview                                                      March 1998
    Like a great  prize  fighter,  it appears  that the U.S.  economy  has taken
Asia's  best  punch  and  continues  to  fight.  At the  beginning  of the Asian
financial crisis,  in the summer of 1997,  investment  professionals  postulated
that Asian currency  problems were  "isolated,"  and would have little effect on
the U.S. economy.  Then, as the contagion spread,  market pundits theorized that
the crisis would derail economic growth in the U.S. and possibly  devastate most
of the world's  financial markets -- wrong again. As with most financial crises,
speculation  on the length and  severity of the  situation  varies from  extreme
pessimism to extreme optimism, with the truth usually between the two.
    Over the last six  months,  this  uncertainty  increased  volatility  in the
equity markets -- producing both the first market  correction in more than seven
years and record highs for most indexes.  However,  as fears of deflation  swept
through the economy,  fixed-income markets experienced a significant rally, with
high-quality   obligations   realizing  the  strongest  returns.  With  so  much
uncertainty regarding the direction of the U.S.
economy, it's important to examine the known facts:
    - The U.S.  economy is still the dominant  economy in the world. GDP (Gross
Domestic Product) grew 3.8% last year -- the fastest rate since 1988.
    - U.S. exports to the Asian/Pacific Rim region are relatively minimal,
currently representing less than 15% of our total exports.
    - Inflation  remains  subdued,  as both consumer and producer  prices remain
stable.
    - Consumer confidence is at its highest level in more than 27 years.
    - Unemployment is at historically low levels, and real wages are
starting to increase.
    - The chronic U.S. budget deficit might become a surplus in the next few
years.
    It appears that the domestic  economy is still poised for growth with benign
inflation.  Although the Asian financial crisis will influence the profitability
of certain  industries,  it will  probably  have only a minor effect on the U.S.
expansion,  as consumer  demand remains strong here and in Europe.  In fact, the
crisis may have been a  positive  for the U.S,  as it  applied  the brakes to an
exuberant  economy  before it had the chance to overheat.  Plus,  the crisis may
create necessary reforms in Asian economies which could allow for greater global
competition. Nonetheless, 1998 may be a more selective stock market with greater
volatility compared to the last three years.
    For fixed-income  investors,  deflationary  pressures  produced by the Asian
crisis should keep both consumer and producer prices in check as cheaper foreign
goods  flood the U.S.  markets.  This may keep the  Federal  Reserve  Board from
changing the interest rate  environment  until the crisis has washed through the
U.S. economy.  The one possible  inflationary  pressure remains  increasing real
wages, given low unemployment rates.  Nevertheless,  the overall outlook for the
fixed-income markets continues to be positive.

INVESCO Income Funds, Inc.
    The line graphs on the  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 2/28/98 (or for  Short-Term

<PAGE>

Bond Fund,  from  inception  through  2/28/98).  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
    INVESCO  High Yield  Fund  received  the  prestigious  five-star  rating for
risk-adjusted  performance  by  Morningstar,  for  the  three-year,   five-year,
10-year, and overall periods ended 2/28/98.(3)
    For the six-month  period ended 2/28/98,  INVESCO High Yield Fund achieved a
total return of 8.81%, compared to 6.27% for the Merrill Lynch High Yield Master
Index. The fund also  outperformed  its peers over the same period,  besting the
average  fund  return of 6.52% for the  Lipper  High  Current  Yield  objective.
(Lipper Analytical Services,  Inc., is an independent mutual fund analyst, which
tracks total return unadjusted for commissions.  Of course,  past performance is
not a guarantee of future results.)(1)(2)
    The fund's strong relative performance originates in our value-oriented bond
management  strategy.  We  attempt to  identify  corporate  securities  that are
mispriced  by the  market,  as well as look for  obligations  that  provide  the
potential for capital appreciation in multiple ways. This disciplined investment
style  tends to focus more on company  and  industry  fundamentals,  and less on
interest rates and Federal Reserve Policy.
    During the last six months,  our thematic  approach to investing  identified
opportunities  in  the  communications  and  energy  sectors,  as  well  as  the
radio/broadcasting  industry.  At the same time,  we reduced our exposure to the
cable television industry, where market pricing has reduced future potential.

                               High Yield Fund
                         Average Annual Total Return
                              as of 2/28/98 (2)

                         1 Year               16.47%
                         ---------------------------
                         5 Years              11.39%
                         ---------------------------
                         10 Years             10.40%

    In  the   communications   sector,  we  continue  to  favor  investments  in
competitive  local exchange carriers (CLECs) and rural service  providers.  Both
CLECs and rural  service  providers are  improving  fundamentally,  and industry
consolidation  is  intensifying  --  enhancing  potential  returns.  Two  of our
favorite investments in the communications sector are Intermedia  Communications
and MetroNet Communications. Intermedia Communications is experiencing explosive
growth,  and is currently the  fifth-largest  data service provider in the U.S.,
while  MetroNet  Communications  is expanding  its network and is presently  the
largest Canadian CLEC.

Graph:  

    This line graph  compares the value of a $10,000  investment in INVESCO High
    Yield Fund to the value of a $10,000  investment  in the Merrill  Lynch High
    Yield Master Index,  assuming in each case reinvestment of all dividends and
    capital gain distributions, for the ten year period ended 2/28/98.




<PAGE>

    The  fundamentals  driving  the  energy  sector  are  similar  to  those  in
communications.  We have  directed the fund's  investments  towards  natural gas
companies.  Many smaller natural gas companies are exploiting proven reserves by
the use of new  technology  which has  enhanced  their  profitability.  This has
increased  acquisition activity -- which we feel is in its infancy stages -- and
improved industry fundamentals. In addition, we feel that many small natural gas
firms  have  had  their  corporate  debt  mispriced  by  the  market  due to the
relatively small size of these companies.  Two firms that we presently favor are
Belco Oil & Gas and  Canadian  Forest  Oil Ltd.  Both have  high-quality  proven
reserves and are improving fundamentally.
    The radio/broadcasting  industry remains a prominent theme in the portfolio;
deregulation  has  increased  competition  as  companies  try to  improve  their
nationwide  presence.  This in turn has  intensified  the pace of  consolidation
within the industry and created enormous opportunities for selected companies.
    Looking  forward,  we believe that the high-yield  market offers  attractive
returns to investors,  regardless of the interest rate environment.  This market
has the  potential  to offer  competitive  returns with less risk than the broad
equity market, and may be appropriate for more aggressive  investors.  While the
domestic economy stays strong, the outlook for the high yield market will remain
bright.

Select Income Fund
    INVESCO  Select Income Fund received the  prestigious  five-star  rating for
risk-adjusted  performance  by  Morningstar,  for the  five-year,  10-year,  and
overall periods ended 2/28/98.  For the three-year period, the fund received the
four-star rating for risk-adjusted performance.(3)
    For the six-month period ended 2/28/98,  INVESCO Select Income Fund achieved
a total  return of 6.69%,  compared  to a total  return of 6.09% for the  Lehman
Government/Corporate  Bond Index. In addition,  the fund  outperformed  its peer
group for the same  period,  besting  the  average  fund return of 5.57% for the
Lipper Corporate Debt BBB objective.  (Lipper Analytical  Services,  Inc., is an
independent  mutual fund  analyst,  which  tracks total  return  unadjusted  for
commissions.   Of  course,  past  performance  is  not  a  guarantee  of  future
results.)(1)(2)
    During the last six months,  interest rates  decreased as fears of inflation
subsided,  producing strong returns for  fixed-income  investors.  However,  the
fund's strong relative  performance is mainly attributable to our value-oriented
bond management style which focuses on identification of mispriced  fixed-income
securities.
    Over the last six months,  our disciplined  investment  approach  identified
opportunities in putable and  yield-to-call  bonds, the "stranded cost" theme of
electric utilities, and selective exposure to the high yield market. Putable and
yield-to-call  bonds continue to deliver strong  performance for the fund. These
obligations  appear undervalued by the broad market, and offer the potential for
higher returns with reduced volatility.

                              Select Income Fund
                         Average Annual Total Return
                              as of 2/28/98 (2)

                         1 Year                12.09%
                         ----------------------------
                         5 Years                8.73%
                         ----------------------------
                         10 Years               9.40%




<PAGE>

    The stranded cost theme remains one of our favorite strategies. The electric
utilities  industry  is in a state of  dynamic  transition  as it moves  towards
deregulation  and  increased  competition,  ultimately  benefiting  the low-cost
providers.  But deregulation  has also created a problem,  because many electric
utilities  built  power  plants on the  premise of  restricted  competition  and
regulated  prices  set  forth  by the  government.  State  legislatures  are now
addressing  this issue,  allowing many  utilities to securitize  their  stranded
costs. This may permit some companies to generate  substantial cash flows, which
may reduce their debt levels and possibly  improve their credit ratings.  One of
our favorite  stranded cost investments that has produced strong returns for the
fund is New England Power.
    The selected use of high yield securities in the portfolio has also enhanced
the  fund's  performance.  These  investments  have been  directed  towards  the
communications and energy sectors, with our preferred targets being in the rural
service  providers,   competitive  local  exchange  carriers,  and  natural  gas
companies.

Graph:   

    This line graph compares the value of a $10,000 investment in INVESCO Select
    Income Fund to the value of a $10,000  investment in the Lehman  Government/
    Corporate Bond Index,  assuming in each case  reinvestment  of all dividends
    and capital gain distributions, for the ten year period ended 2/28/98.

    Looking  forward,  we remain bullish on the long-term  fundamentals  for the
fixed-income market. Within the current economic  environment,  bond yields look
quite attractive on an inflation-adjusted basis.

U.S. Government Securities Fund

                       U.S. Government Securities Fund
                         Average Annual Total Return
                              as of 2/28/98 (2)

                       1 Year                   13.51%
                       -------------------------------
                       5 Years                   6.37%
                       -------------------------------
                       10 Years                  7.91%

    For the six-month period ended 2/28/98,  INVESCO U.S. Government  Securities
Fund had a total  return of 7.99%,  compared to a total return of 10.18% for the
Lehman Long Government Bond Index.  However, the fund outperformed its peers for
the same period, beating the average fund return of 5.64% for the Lipper General
U.S. Government objective.  (Lipper Analytical Services, Inc., is an independent
mutual fund analyst,  which tracks total return  unadjusted for commissions.  Of
course, past performance is not a guarantee of future results.)(1)(2)

Graph:  

    This line graph  compares the value of a $10,000  investment in INVESCO U.S.
    Government  Securities  Fund to the  value of a  $10,000  investment  in the




<PAGE>


    Lehman Long Government Bond Index, assuming in each case reinvestment of
    all dividends and capital gain distributions, for the ten year period 
    ended 2/28/98.

    The duration of the fund is actively  managed,  with 7.5 years designated as
its  neutral  target.  This  approximates  a  10-plus  year U.S.  Treasury  note
investment position, and secures a long-maturity, interest rate-risk/opportunity
for the  shareholder.  (Duration is the weighted average  term-to-maturity  of a
security's  cash  flows,  generally  used to measure the price  volatility  of a
bond.)
    As fears of inflation subsided during the last six months, investors focused
their attention on the  deflationary  potential of the Asian  financial  crisis.
This  produced  decreasing  interest  rates,  especially  for bonds with  longer
maturities -- resulting in a flatter yield curve. In response,  we increased our
exposure  to   mortgage-backed   securities   while  reducing  our  position  in
Treasuries.  Presently,  the  fund  is  equally  split  between  mortgage-backed
securities and Treasury  obligations,  and its duration is slightly  longer than
neutral.
    Looking  forward,  we expect  interest  rates for longer  maturities to stay
within a tight band. Low  unemployment  and  stronger-than-normal  growth in GDP
(Gross Domestic Product) has created  nervousness in the fixed-income market due
to their textbook linkage to inflation.  However, a potential budget surplus and
decreasing  consumer  prices  represent a positive  for the bond  market.  These
cross-currents will continue to weigh on the market, and may keep interest rates
fairly stable.

Short-Term Bond Fund

                             Short-Term Bond Fund
                         Average Annual Total Return
                              as of 2/28/98 (2)

                         1 Year                   7.29%
                         ------------------------------
                         Since Inception (10/93)  4.92%

    For the six-month period ended 2/28/98,  INVESCO  Short-Term Bond Fund had a
total  return of 3.71%,  compared to a total  return of 3.49% for the Lehman 1-3
Year  Government/Corporate  Bond Index. The fund  outperformed its peers for the
same  period,  besting  the average  fund  return of 3.16% for the Lipper  Short
Investment  Grade Debt  objective.  (Lipper  Analytical  Services,  Inc.,  is an
independent  mutual fund  analyst,  which  tracks total  return  unadjusted  for
commissions.   Of  course,  past  performance  is  not  a  guarantee  of  future
results.)(1)(2)
    Investors  should  remember that this fund targets a very specific  maturity
segment of the  fixed-income  market.  Because of this narrow focus,  the fund's
investments  are more  sensitive to allocation  decisions than to perceptions of
interest rate trends.

Graph:   

    This  line  graph  compares  the value of a $10,000  investment  in  INVESCO
    Short-Term Bond Fund to the value of a $10,000  investment in the Lehman 1-3
    Year  Government/Corporate Bond Index, assuming in each case reinvestment of
    all dividends and capital gain distributions,  for the period from inception
    (9/30/93) through 2/28/98.



<PAGE>




    Over the last six months, we have maintained the average portfolio  maturity
between two and three years. We've favored seasoned mortgage-backed  securities,
as these obligations provide additional yield spread and increase the underlying
quality of the portfolio.
    Although the economy is showing  persistent signs of strength on the demand
side,  we feel that the Federal  Reserve  Board will not take action to increase
interest rates given benign  inflation  data.  This should continue to provide a
stable-to-positive backdrop for fixed-income securities with short maturities.

Fund Management
    Vice President Richard R. Hinderlie:  manager,  U.S. Government  Securities
Fund;  co-manager,  Short-Term  Bond Fund.  Dick began his investment  career in
1973,  and has  extensive  experience  in  fixed-income  analysis and  portfolio
management.  He  received  his  MBA  from  Arizona  State  University  and BA in
economics from Pacific Lutheran University.
    Senior Vice  President  and  Director of  Fixed-Income  Investments  Donovan
"Jerry"  Paul:  manager,  Select  Income Fund and High Yield  Fund;  co-manager,
Short-Term Bond Fund. Jerry began his investment  career in 1976. Before joining
INVESCO,  he worked for Stein, Roe & Farnham Inc., 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 indexes of securities  considered to
be representative of the overall domestic fixed-income,  shorter-term bond, high
yield bond, and longer-term government bond markets, respectively.

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

(3)Morningstar proprietary rankings reflect historical risk-adjusted performance
and are subject to change every  month.  Ratings are  calculated  for the fund's
three-,  five-,  and 10-year  average annual  returns (based on available  track
records) in excess of 90-day  Treasury bill returns.  The top 10% of funds in an
investment  category receive 5 stars; the next 22.5%, 4 stars; and the next 35%,
3 stars. As of 2/28/98, High Yield Fund received 5 stars among 1390 funds in the
taxable  bond fund  category  for the 3-year  period,  5 stars among 816 for the
5-year,  and 5 stars among 325 for the 10-year.  Select  Income Fund  received 4
stars among 1390 funds in the taxable bond fund category for the 3-year  period,
5 stars among 816 for the 5-year, and 5 stars among 325 for the 10-year.


<PAGE>

<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Statement of Investment Securities
February 28, 1998
UNAUDITED

                                                              Shares, Units
                                                               or Principal
Description                                                          Amount             Value
- ---------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>    
HIGH  YIELD Fund 
FIXED  INCOME  SECURITIES  92.57% 
Corporate  Bonds  92.57%
AIR FREIGHT 0.73% 
Navigator Gas Transport PLC, 1st
   Priority Ship Mortgage Notes^,
   10.500%, 6/30/2007                                          $  4,750,000      $  5,094,375
                                                                                 ------------
BIOTECHNOLOGY 0.53%
Packard BioScience, Sr Sub Notes, Series B,
   9.375%, 3/1/2007                                            $  3,800,000         3,695,500
                                                                                 ------------
BROADCASTING 6.41%
Allbritton Communications
   Sr Sub Deb, Series B, 9.750%, 11/30/2007                    $  3,625,000         3,824,375
   Sr Sub Notes^, 8.875%, 2/1/2008                             $  5,750,000         5,778,750
Commodore Media, Sr Sub Step-Up Notes,
   7.500%^^, 5/1/2003                                          $ 10,500,000        11,760,000
EchoStar Communications, Gtd Sr Secured
   Discount Step-Up Notes
   Zero Coupon^^, 6/1/2004                                     $  8,000,000         7,570,000
Heritage Media, Sr Sub Notes,
   8.750%, 2/15/2006                                           $  7,045,000         7,555,763
Jacor Communications, Gtd Sr Sub Notes,
   8.000%, 2/15/2010                                           $  3,750,000         3,750,000
SFX Broadcasting, Sr Sub Notes, Series B,
   10.750%, 5/15/2006                                          $  1,900,000         2,116,125
Young Broadcasting, Gtd Sr Sub Notes,
   11.750%, 11/15/2004                                         $  1,900,000         2,099,500
                                                                                 ------------
                                                                                   44,454,513
                                                                                 ------------
CABLE 4.28%
Diamond Cable Communications PLC, Sr
   Discount Step-Up Notes
   Zero Coupon^^, 2/15/2007                                    $  3,200,000         2,128,000
EchoStar Satellite Broadcasting, Sr Secured
   Discount Step-Up Notes
   Zero Coupon^^, 3/15/2004                                    $  4,300,000         3,816,250
Fox/Liberty Networks LLC Finance, Sr Discount
   Step-Up Notes
   Zero Coupon^^, 8/15/2007                                    $  7,700,000         5,207,125
Galaxy Telecom LP/Galaxy Telecom Capital,
   Sr Sub Notes, 12.375%, 10/1/2005                            $  4,750,000         5,248,750



<PAGE>



Marcus Cable LP/Marcus Cable Capital III,
   Sr Deb, 11.875%, 10/1/2005                                  $  3,230,000         3,504,550
NTL Inc, Sr Deferred Coupon Step-Up Notes,
   Series A, Zero Coupon^^, 4/15/2005                          $  11,500,000        9,803,750
                                                                                 ------------
                                                                                   29,708,425
                                                                                 ------------
CHEMICALS 1.81%
LaRoche Industries, Sr Sub Notes^,
   9.500%, 9/15/2007                                           $  7,250,000         7,105,000
Terra Industries, Sr Notes, Series B,
   10.500%, 6/15/2005                                          $  5,075,000         5,481,000
                                                                                 ------------
                                                                                   12,586,000
                                                                                 ------------
COMMUNICATIONS -- EQUIPMENT &
   MANUFACTURING   2.72%
RCN Corp
   Sr Discount Step-Up Notes, Zero Coupon^^,
   10/15/2007                                                  $  5,700,000         3,705,000
   Sr Discount Step-Up Notes^, Zero Coupon^^,
   2/15/2008                                                   $ 25,000,000        15,187,500
                                                                                 ------------
                                                                                   18,892,500
                                                                                 ------------
COMPUTER RELATED 0.37%
Phase Metrics, Sr Notes^, 10.750%, 2/1/2005                    $  2,500,000         2,537,500
                                                                                 ------------
CONTAINERS 2.44%
Gaylord Container
   Sr Notes, Series B, 9.750%, 6/15/2007                       $  7,150,000         7,185,750
   Sr Sub Notes^, 9.875%, 2/15/2008                            $ 10,000,000         9,725,000
                                                                                 ------------
                                                                                   16,910,750
                                                                                 ------------
DISTRIBUTION 0.41%
Di Giorgio Corp, Sr Notes, Series B,
   10.000%, 6/15/2007                                          $  2,850,000      $  2,832,188
                                                                                 ------------
ELECTRIC UTILITIES 2.84%
Long Island Lighting, Deb
   9.000%, 11/1/2022                                           $  5,000,000         5,656,799
   8.200%, 3/15/2023                                           $  2,097,000         2,253,058
Niagara Mohawk Power, 1st Mortgage,
   7.875%, 4/1/2024                                            $  6,775,000         6,991,636
Western Massachusetts Electric, 1st Mortgage,
   Series V, 7.750%, 12/1/2002                                 $  4,750,000         4,795,562
                                                                                 ------------
                                                                                   19,697,055
                                                                                 ------------
ELECTRICAL EQUIPMENT 0.60%
Alpine Group, Gtd Sr Secured Notes,
   Series B, 12.250%, 7/15/2003                                $  3,800,000         4,189,500
                                                                                 ------------



<PAGE>



ENTERTAINMENT 3.42%
Fox Kids Worldwide, Sr Discount Step-Up Notes^,
   Zero Coupon^^, 11/1/2007                                    $ 18,000,000        10,980,000
Production Resource Group LLC/Program
   Finance, Sr Sub Notes^, 11.500%, 1/15/2008                  $  3,750,000         3,750,000
Six Flags Theme Parks, Sr Sub Discount
   Step-Up Notes, Series A
   Zero Coupon^^, 6/15/2005                                    $  8,135,000         8,979,006
                                                                                 ------------
                                                                                   23,709,006
                                                                                 ------------
FOODS 1.35%
Borden Inc, Deb, 7.875%, 2/15/2023                             $  2,250,000         2,237,524
Grupo Azucarero Mexico SA de CV, Sr Notes^,
   11.500%, 1/15/2005                                          $  4,800,000         4,812,000
Keebler Corp, Gtd Sr Sub Notes,
   10.750%, 7/1/2006                                           $  2,000,000         2,310,000
                                                                                 ------------
                                                                                    9,359,524
                                                                                 ------------
GAMING 1.30%
Aztar Corp, Sr Sub Notes,
   13.750%, 10/1/2004                                          $  1,500,000         1,730,625
Station Casinos, Sr Sub Notes,
   9.625%, 6/1/2003                                            $  7,000,000         7,280,000
                                                                                 ------------
                                                                                    9,010,625
                                                                                 ------------
HEALTH CARE RELATED 2.47%
Magellan Health Services, Sr Sub Notes^,
   9.000%, 2/15/2008                                           $  4,750,000         4,785,625
Medaphis Corp, Sr Notes^,
   9.500%, 2/15/2005                                           $  5,000,000         4,993,750
Universal Hospital Services, Sr Notes^,
   10.250%, 3/1/2008                                           $  7,250,000         7,322,500
                                                                                 ------------
                                                                                   17,101,875
                                                                                 ------------
IRON & STEEL 2.93%
Inland Steel, 1st Mortgage, Series R,
   7.900%, 1/15/2007                                           $ 10,000,000        10,175,000
National Steel, 1st Mortgage,
   8.375%, 8/1/2006                                            $ 10,000,000        10,125,000
                                                                                 ------------
                                                                                   20,300,000
                                                                                 ------------
MANUFACTURING 1.21%
American Standard, Sr Notes,
   7.625%, 2/15/2010                                           $  4,000,000         3,940,000
Universal Compression, Sr Discount
   Step-Up Notes^, Zero Coupon^^, 2/15/2008                    $  7,200,000         4,464,000
                                                                                 ------------
                                                                                    8,404,000
                                                                                 ------------



<PAGE>



METALS MINING 2.68%
Glencore Nickel Property Ltd, Gtd Sr
   Secured Notes^, 9.000%, 12/1/2014                           $  6,750,000         6,615,000
Haynes International, Sr Notes,
   11.625%, 9/1/2004                                           $  4,150,000         4,731,000
Westmin Resources Ltd, Sr Secured Notes,
   11.000%, 3/15/2007                                          $  6,250,000         7,250,000
                                                                                 ------------
                                                                                   18,596,000
                                                                                 ------------
OIL & GAS RELATED 11.82%
Belco Oil & Gas, Sr Sub Notes, Series B,
   8.875%, 9/15/2007                                           $  6,600,000         6,723,750
Canadian Forest Oil Ltd, Gtd Sr Sub Notes,
   8.750%, 9/15/2007                                           $  7,200,000         7,264,267
Cliffs Drilling, Gtd Sr Notes, Series B,
   10.250%, 5/15/2003                                          $  7,650,000         8,338,500
Costilla Energy, Sr Notes^,
   10.250%, 10/1/2006                                          $  4,150,000         4,191,500
Cross Timbers Oil, Sr Sub Notes,
   Series B, 9.250%, 4/1/2007                                  $  5,250,000         5,538,750
Energy Corp of America, Sr Sub Notes,
   Series A, 9.500%, 5/15/2007                                 $  6,000,000         5,985,000
HS Resources, Sr Sub Notes,
   9.250%, 11/15/2006                                          $  3,000,000         3,060,000
Houston Exploration, Sr Sub Notes^,
   8.625%, 1/1/2008                                            $  6,750,000         6,648,750
KCS Energy, Sr Sub Notes, 8.875%, 1/15/2008                    $  6,650,000         6,583,500
Magnum Hunter Resources, Gtd Sr Notes,
   10.000%, 6/1/2007                                           $  6,900,000         6,796,500
PANACO Inc, Sr Notes, 10.625%, 10/1/2004                       $  7,650,000         7,726,500
Petsec Energy, Sr Sub Notes, Series B,
   9.500%, 6/15/2007                                           $  5,250,000         5,302,500
Snyder Oil, Gtd Sr Sub Notes,
   8.750%, 6/15/2007                                           $  3,900,000         3,987,750
Stone Energy, Gtd Sr Sub Notes,
   8.750%, 9/15/2007                                           $  3,750,000         3,862,500
                                                                                 ------------
                                                                                   82,009,767
                                                                                 ------------
PAPER & FOREST PRODUCTS 2.86%
Ainsworth Lumber Ltd, Sr Secured Notes**,
   12.500%, 7/15/2007                                          $  6,650,000         6,799,625
Bear Island Paper LLC/Bear Island Finance II,
   Sr Secured Notes^, 10.000%, 12/1/2007                       $  3,450,000         3,519,000
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                                           $  9,075,000         9,506,062
                                                                                 ------------
                                                                                   19,824,687
                                                                                 ------------


<PAGE>

                                                                                 
PUBLISHING 3.41%
Affiliated Newspaper Investments, Sr Discount
   Step-Up Notes, Zero Coupon^^, 7/1/2006                      $ 19,618,000        18,882,325
Liberty Group Operating, Sr Sub Notes^,
   9.375%, 2/1/2008                                            $  4,750,000         4,797,500
                                                                                 ------------
                                                                                   23,679,825
                                                                                 ------------
SAVINGS & LOAN 1.05%
Western Financial Savings Bank, Sub
   Capital Deb, 8.875%, 8/1/2007                               $  7,500,000         7,288,206
                                                                                 ------------
SERVICES 0.70%
Outsourcing Services Group, Sr Sub Notes^,
   10.875%, 3/1/2006                                           $  4,750,000         4,868,750
                                                                                 ------------
SPECIALTY PRINTING 0.61%
MDC Communications, Sr Sub Notes,
   10.500%, 12/1/2006                                          $  3,900,000         4,212,000
                                                                                 ------------
TELECOMMUNICATIONS -- CELLULAR &
   WIRELESS   10.76%
CCPR Services, Gtd Sr Sub Notes,
   10.000%, 2/1/2007                                           $  2,400,000         2,316,000
Cellular Communications International,
   Sr Discount Notes, Zero Coupon, 8/15/2000                   $  1,000,000           855,000
Centennial Cellular, Sr Notes,
   10.125%, 5/15/2005                                          $  6,750,000         7,492,500
Esat Holdings Ltd, Sr Deferred Coupon Step-Up
   Notes, Series B, Zero Coupon^^, 2/1/2007                    $ 10,500,000         7,875,000
Millicom International Cellular, Sr Sub
   Discount Step-Up Notes, Zero Coupon^^,
   6/1/2006                                                    $  6,650,000         5,087,250
Nextel Communications Sr Discount
   Step-Up Notes, Zero Coupon^^ 8/15/2004                      $ 12,500,000        11,937,500
   10/31/2007                                                  $  6,750,000         4,218,750
   Sr Redeemable Discount Step-Up Notes,
   Zero Coupon^^, 9/15/2007                                    $  7,000,000         4,532,500
Price Communications Cellular Holdings,
   Sr Secured Discount Step-Up Notes^
   Zero Coupon^^, 8/1/2007                                     $  4,750,000         3,087,500
PriCellular Wireless, Sr Sub Discount
   Step-Up Notes
   Series B, 14.000%^^, 11/15/2001                             $  4,800,000         5,280,000
   Zero Coupon^^, 10/1/2003                                    $ 21,015,000        21,960,675
                                                                                 ------------
                                                                                   74,642,675
                                                                                 ------------


<PAGE>

TELECOMMUNICATIONS -- LONG DISTANCE 17.55%
BARAK International Telecommunications Services
 Sr Sub Discount Step-Up Notes^, Zero Coupon^^, 11/15/2007     $  6,800,000         3,918,500
Esprit Telecom Group PLC, Sr Notes,
   11.500%, 12/15/2007                                         $  4,750,000         5,130,000
FLAG Ltd, Sr Notes^, 8.250%, 1/30/2008                         $  4,950,000         5,049,000
Focal Communications, Sr Discount Step-Up
   Notes^, Zero Coupon^^, 2/15/2008                            $ 21,000,000        11,340,000
fONOROLA Inc, Gtd Sr Secured Notes,
   12.500%, 8/15/2002                                          $  3,600,000         4,014,000
GCI Inc, Sr Notes, 9.750%, 8/1/2007                            $  9,600,000        10,176,000
IDT Corp, Sr Notes^, 8.750%, 2/15/2006                         $  4,750,000         4,750,000
McLeodUSA Inc, Sr Notes, 9.250%, 7/15/2007                     $  4,000,000         4,280,000
NEXTLINK Communications, Sr Notes,
   9.625%, 10/1/2007                                           $  5,950,000         6,195,438
NEXTLINK Communications LLC/NEXTLINK
   Capital, Sr Notes, 12.500%, 4/15/2006                       $ 11,760,000        13,524,000
Qwest Communications International,
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 2/1/2008                                     $ 25,000,000        16,250,000
RSL Communications PLC, Sr Discount
   Step-Up Notes^, Zero Coupon^^, 3/1/2008                     $ 14,750,000        $8,942,187
Rogers Cantel, Sr Sub Notes, 8.800%, 10/1/2007                 $  7,570,000         7,570,000
Sprint Spectrum LP/Sprint Spectrum Finance,
   Sr Discount Step-Up Notes
   Zero Coupon^^, 8/15/2006                                    $  5,180,000         4,195,800
Sygnet Wireless, Sr Notes, 11.500%, 10/1/2006                  $  1,160,000         1,276,000
Teligent Inc
   Sr Discount Step-Up Notes^, Zero Coupon^^,
   3/1/2008                                                    $ 15,000,000         8,193,750
   Sr Notes, 11.500%, 12/1/2007                                $  6,750,000         6,935,625
                                                                                 ------------
                                                                                  121,740,300
                                                                                 ------------
TELEPHONE 5.31%
Intermedia Communications, Sr Notes^
   8.875%, 11/1/2007                                           $  5,500,000         5,802,500
   8.500%, 1/15/2008                                           $  9,500,000         9,820,625
MetroNet Communications
   Sr Discount Step-Up Notes, Zero Coupon^^,
   11/1/2007                                                   $ 11,500,000         7,532,500
   Sr Notes, 12.000%, 8/15/2007                                $  6,750,000         7,796,250
Netia Holdings BV, Gtd Sr Discount Step-Up
   Notes^, Zero Coupon^^, 11/1/2007                            $  8,750,000         5,862,500
                                                                                 ------------
                                                                                   36,814,375
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $634,051,890)                                                            642,159,921
                                                                                 ------------
PREFERRED  STOCKS & WARRANTS 3.51%
HEALTH CARE RELATED 1.22% 
Fresenius  Medical Care Capital Trust II,
 Gtd Trust, Pfd^, 7.875%                                             85,000         8,457,500
                                                                                 ------------


<PAGE>

PUBLISHING 1.46%
Liberty Group Publishing, Sr Redeemable
   Exchangeable Cum Pfd^, 14.750%                                   170,000         4,420,000
PRIMEDIA Inc, Exchangeable Pfd^,
   Series G, 8.625%                                                  57,500         5,742,813
                                                                                 ------------
                                                                                   10,162,813
SERVICES 0.72%
Nebco Evans Holding, Exchangable Pfd^**,
   11.250%                                                           50,000         5,000,000
                                                                                 ------------
TELECOMMUNICATIONS -- CELLULAR & WIRELESS 0.07%
Microcell Telecommunications Warrants*^
   (Exp 2006)                                                        34,000           479,060
                                                                                 ------------
TELEPHONE 0.04%
MetroNet Communications Warrants*^ (Exp 2007)                         6,750           270,000
                                                                                 ------------
TOTAL PREFERRED STOCKS & WARRANTS
   (Cost $23,812,947)                                                              24,369,373
                                                                                 ------------
OTHER SECURITIES 3.31%
COMPUTER RELATED 0.90%
DIVA Systems,  Units^ (Each unit  consists of one 
$1,000 face amount Sr Discount
   Step-Up Note, Zero Coupon^^, 3/1/2008 and 3
   wrnts to purchase 1 shr of cmn stk)                                2,500         1,368,750
WAM!NET Inc, Units^ (Each unit consists of one
   $1,000 face amount Sr Discount
   Step-Up Note, Zero Coupon^^, 3/1/2005 and 3
   wrnts to purchase 6.03 shrs of cmn stk)                            8,000         4,880,000
                                                                                 ------------
                                                                                    6,248,750
                                                                                 ------------
FINANCIAL 1.37%
DTIHoldings,  Units^  (Each unit  consists of one 
$1,000 face amount Sr Discount
   Step-Up Note, Zero Coupon^^, 3/1/2008 and
   5 wrnts to purchase 7.76 shrs of cmn stk)                         17,500         9,537,500
                                                                                 ------------
GAMING 0.53%
Aladdin Gaming Holdings LLC/Aladdin  Capital,
   Units^ (Each unit consists of one
   $1,000 face amount Sr Discount 
   Step-Up Note, Zero Coupon^^,  3/1/2010 and 10
   wrnts each to purchase 10 shrs Class B non-voting
   cmn stk and wrnts)                                                 7,000         3,657,500
                                                                                 ------------


<PAGE>

SERVICES 0.51%
Brill Media LLC/Brill Media Management,
   Units^ (Each unit consists of one
   $1,000 face amount Sr 
   Step-Up Note,  7.500%^^,  12/15/2007 and 
   approximately  $28.57 face
   amount Appreciation Notes, 12/15/2007)                             3,750         3,506,250
                                                                                 ------------
TOTAL OTHER SECURITIES
   (Cost $22,816,678)                                                             $22,950,000
                                                                                 ------------
SHORT-TERM INVESTMENTS --
   REPURCHASE AGREEMENTS 0.61%
Repurchase Agreement with State Street Bank &
   Trust Co dated  2/27/1998 due 3/2/1998 at 5.580%, 
   repurchased  at $4,221,962
   (Collateralized  by  US  Treasury  Bonds
   due  2/15/2020  at  8.500%, value $4,322,933)
   (Cost $4,220,000)                                           $  4,220,000         4,220,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $684,901,515)
   (Cost for Income Tax Purposes $684,902,139)                                   $693,699,294
                                                                                 ============

SELECT  INCOME  Fund
FIXED  INCOME   SECURITIES  97.94%
US  Government  Agency
Obligations 5.53%
Freddie Mac, Gold, Participation Certificates
   7.000%, 5/1/2024                                            $  4,022,149      $  4,085,578
   6.500%, 9/1/2011                                            $ 17,408,866        17,487,902
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $20,697,787)                                                              21,573,480
                                                                                 ------------
Corporate Bonds 92.41%
AEROSPACE & DEFENSE 0.56%
Litton Industries, Deb, 6.980%, 3/15/2036                      $  2,000,000         2,179,200
                                                                                 ------------
AIR FREIGHT 0.83%
Navigator Gas Transport PLC, 1st Priority
   Ship Mortgage Notes^, 10.500%, 6/30/2007                    $  3,000,000         3,217,500
                                                                                 ------------
AUTOMOBILES 1.86%
Auburn Hills Trust, Gtd Exchangeable Deb
   Certificates, 12.000%, 5/1/2020                             $  4,500,000         7,262,432
                                                                                 ------------
BROADCASTING 0.83%
Heritage Media, Sr Sub Notes,
   8.750%, 2/15/2006                                           $  3,000,000         3,217,500
                                                                                 ------------
BUILDING MATERIALS 3.50%
USG Corp, Sr Notes, 8.500%, 8/1/2005                           $ 12,340,000        13,666,550
                                                                                 ------------

<PAGE>

CABLE 4.23%
CF Cable TV, 2nd Priority Sr Secured Notes,
   11.625%, 2/15/2005                                          $  4,000,000         4,520,000
Continental Cablevision, Sr Deb,
   9.500%, 8/1/2013                                            $ 10,030,000        11,997,846
                                                                                 ------------
                                                                                   16,517,846
                                                                                 ------------
CHEMICALS 0.55%
Terra Industries, Sr Notes, Series B,
   10.500%, 6/15/2005                                          $  2,000,000         2,160,000
                                                                                 ------------
COMMUNICATIONS -- EQUIPMENT &
   MANUFACTURING 0.93%

RCN Corp, Sr Discount Step-Up Notes^,
   Zero Coupon^^, 2/15/2008                                    $  6,000,000         3,645,000
                                                                                 ------------
ELECTRIC UTILITIES 24.01%
Boston Edison, Deb
   7.800%, 5/15/2010                                           $  1,000,000         1,091,828
   7.800%, 3/15/2023                                           $  1,500,000         1,562,454
Carolina Power & Light, 1st Mortgage
   8.625%, 9/15/2021                                           $  1,000,000         1,228,343
   6.875%, 8/15/2023                                           $  2,500,000         2,465,122
Cleveland Electric Illuminating, 1st Mortgage
   Series B, 9.500%, 5/15/2005                                 $    477,000           524,700
   8.375%, 12/1/2011                                           $  3,684,000         3,786,698
DQU-II Funding, Collateral Lease,
   8.700%, 6/1/2016                                            $  8,000,000         8,953,600
Detroit Edison, Secured Medium-Term Notes,
   Series 92D, 8.300%, 8/1/2022                                $  3,000,000        $3,275,805
El Paso Electric, 1st Mortgage, Series C,
   8.250%, 2/1/2003                                            $  3,375,000         3,552,187
Gulf States Utilities, 1st Mortgage,
   8.940%, 1/1/2022                                            $  1,000,000         1,060,966
Jersey Central Power & Light, 1st Mortgage,
   7.500%, 5/1/2023                                            $  4,000,000         4,144,280
Long Island Lighting, Deb
   9.000%, 11/1/2022                                           $  3,617,000         4,092,129
   8.200%, 3/15/2023                                           $  7,117,000         7,646,646
Metropolitan Edison, Secured Medium-Term
   Notes, Series B
   8.150%, 1/30/2023                                           $    500,000           539,199
   6.970%, 10/19/2023                                          $  3,500,000         3,461,268
New England Power, General & Ref Mortgage,
   8.000%, 8/1/2022                                            $    210,000           226,988
New York State Electric & Gas, 1st Mortgage,
   8.300%, 12/15/2022                                          $  4,400,000         4,722,057
Niagara Mohawk Power, 1st Mortgage,
   8.500%, 7/1/2023                                            $  1,000,000         1,071,137
PSI Energy, Deb, 6.350%, 11/15/2006                            $  5,750,000         5,818,200
Pacific Gas & Electric, 1st & Ref Mortgage
   Series 91A, 8.800%, 5/1/2024                                $  3,600,000         4,531,287
   Series 92B, 8.375%, 5/1/2025                                $    600,000           650,743
   Series 92D, 8.250%, 11/1/2022                               $  2,236,000         2,399,798

<PAGE>

Pennsylvania Power, 1st Mortgage,
   8.500%, 7/15/2022                                           $  2,000,000         2,190,790
Pennsylvania Power & Light, 1st Mortgage,
   7.875%, 2/1/2023                                            $  5,000,000         5,366,720
Philadelphia Electric, 1st & Ref Mortgage
   7.750%, 3/1/2023                                            $  5,370,000         5,495,942
   7.250%, 11/1/2024                                           $  4,500,000         4,531,985
Public Service Electric & Gas, 1st &
   Ref Mortgage, 7.500%, 3/1/2023                              $  3,124,000         3,224,886
Western Massachusetts Electric, 1st Mortgage,
   Series V, 7.750%, 12/1/2002                                 $  6,000,000         6,057,552
                                                                                 ------------
                                                                                   93,673,310
                                                                                 ------------
ENTERTAINMENT 4.98%
Paramount Communications, Sr Deb,
   7.500%, 7/15/2023                                           $  5,000,000         4,796,864
Time Warner, Deb, 6.850%, 1/15/2026                            $  5,000,000         5,067,294
Time Warner Entertainment LP, Sr Deb,
   8.375%, 3/15/2023                                           $  5,000,000         5,717,175
Viacom International, Sub Deb
   Series A, 7.000%, 7/1/2003                                  $  1,942,000         1,905,348
   Series B, 7.000%, 7/1/2003                                  $  2,000,000         1,962,254
                                                                                 ------------
                                                                                   19,448,935
                                                                                 ------------
FOODS 1.69%
Borden Inc, Deb, 7.875%, 2/15/2023                             $  3,557,000         3,537,276
Keebler Corp, Gtd Sr Secured Sub Notes,
   10.750%, 7/1/2006                                           $  2,650,000         3,060,750
                                                                                 ------------
                                                                                    6,598,026
                                                                                 ------------
HEALTH CARE DRUGS -- PHARMACEUTICALS 2.47%
McKesson Corp, Sub Deb, 4.500%, 3/1/2004                       $ 10,409,000         9,624,869
                                                                                 ------------
HEALTH CARE RELATED 2.10%
FHP International, Sr Notes,
   7.000%, 9/15/2003                                           $  6,535,000         6,713,516
Medaphis Corp, Sr Notes^, 9.500%, 2/15/2005                    $  1,500,000         1,498,125
                                                                                 ------------
                                                                                    8,211,641
                                                                                 ------------
INSURANCE 8.59%
Equitable Cos, Sr Notes, 9.000%, 12/15/2004                    $ 16,000,000        18,323,086
Travelers Group, Deb, 6.625%, 1/15/2028                        $ 10,000,000         9,681,329
Veritas Holdings GmbH, Sr Notes,
   9.625%, 12/15/2003                                          $  5,115,000         5,511,412
                                                                                 ------------
                                                                                   33,515,827
                                                                                 ------------
<PAGE>

                                                                                
INVESTMENT BANK/BROKER FIRM 1.95%
Donaldson Lufkin & Jenrette, Medium-Term
   Notes, 5.625%, 2/15/2016                                    $  3,000,000         2,975,532
Lehman Brothers Holdings, Sr Notes,
   8.800%, 3/1/2015                                            $  4,000,000         4,643,240
                                                                                 ------------
                                                                                    7,618,772
                                                                                 ------------
IRON & STEEL 1.04%
National Steel, 1st Mortgage,
   8.375%, 8/1/2006                                            $  4,000,000        $4,050,000
                                                                                 ------------
MACHINERY 1.31%
AGCO Corp, Sr Sub Notes, 8.500%, 3/15/2006                     $  4,900,000         5,096,000
                                                                                 ------------
METALS MINING 0.75%

Glencore Nickel Property Ltd, Gtd Sr
   Secured Notes^, 9.000%, 12/1/2014                           $  3,000,000         2,940,000
                                                                                 ------------
NATURAL GAS 1.57%
Noram Energy, Conv Sub Deb,
   6.000%, 3/15/2012                                           $  6,579,000         6,118,470
                                                                                 ------------
OIL & GAS RELATED 7.40%
Atlantic Richfield, Deb
   9.125%, 3/1/2011                                            $    874,000         1,093,684
   9.125%, 8/1/2031                                            $  3,650,000         4,826,990
Belco Oil & Gas, Sr Sub Notes, Series B,
   8.875%, 9/15/2007                                           $  3,750,000         3,820,312
Canadian Forest Oil Ltd, Gtd Sr Sub Notes,
   8.750%, 9/15/2007                                           $  3,500,000         3,531,241
Cliffs Drilling, Gtd Sr Notes, Series B,
   10.250%, 5/15/2003                                          $  1,500,000         1,635,000
Gulf Canada Resources Ltd, Sr Notes,
   8.250%, 3/15/2017                                           $  5,000,000         5,524,750
SEACOR SMIT, Sr Notes, 7.200%, 9/15/2009                       $  4,000,000         3,977,944
Snyder Oil, Gtd Sub Notes, 8.750%, 6/15/2007                   $  1,000,000         1,022,500
Sun Inc, Deb, 9.375%, 6/1/2016                                 $  3,000,000         3,435,870
                                                                                 ------------
                                                                                   28,868,291
                                                                                 ------------
PAPER & FOREST PRODUCTS 3.44%
Champion International, Deb,
   6.400%, 2/15/2026                                           $  4,185,000         4,249,809
Quno Corp, Sr Notes, 9.125%, 5/15/2005                         $  5,000,000         5,512,500
Tembec Finance, Gtd Sr Notes,
   9.875%, 9/30/2005                                           $  3,500,000         3,666,250
                                                                                 ------------
                                                                                   13,428,559
                                                                                 ------------

<PAGE>

PUBLISHING 2.55%
Affiliated Newspaper Investments, Sr Discount
   Step-Up Deb, Zero Coupon^^, 7/1/2006                        $  3,000,000         2,887,500
PRIMEDIA Inc, Sr Notes^, 7.625%, 4/1/2008                      $  4,000,000         3,950,000
Quebecor Printing, Capital Deb,
   6.500%, 8/1/2027                                            $  3,000,000         3,109,242
                                                                                 ------------
                                                                                    9,946,742
                                                                                 ------------
REAL ESTATE INVESTMENT TRUST 0.76%
Spieker Properties LP, Deb,
   7.350%, 12/1/2017                                           $  3,000,000         2,981,361
                                                                                 ------------
REAL ESTATE RELATED 0.87%
Trizec Finance Ltd, Gtd Sr Notes,
   10.875%, 10/15/2005                                         $  3,000,000         3,397,500
                                                                                 ------------
SAVINGS & LOAN 1.27%
Dime Bancorp, Sr Notes, 10.500%, 11/15/2005                    $  2,850,000         3,042,375
Western Financial Savings Bank,
Sub Capital Deb, 8.500%, 7/1/2003                              $  2,000,000         1,924,676
                                                                                 ------------
                                                                                    4,967,051
                                                                                 ------------
TELECOMMUNICATIONS -- CELLULAR &
   WIRELESS 2.43%
360 Communications, Notes, 6.650%, 1/15/2008                   $  7,000,000         6,911,947
Centennial Cellular, Sr Notes,
   8.875%, 11/1/2001                                           $  2,500,000         2,581,250
                                                                                 ------------
                                                                                    9,493,197
                                                                                 ------------
TELECOMMUNICATIONS -- LONG DISTANCE 7.01%
GCI Inc, Sr Notes, 9.750%, 8/1/2007                            $  2,000,000         2,120,000
NEXTLINK Communications LLC/NEXTLINK
   Capital, Sr Notes, 12.500%, 4/15/2006                       $  3,000,000         3,450,000
Qwest Communications International,
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 2/1/2008                                     $  7,500,000         4,875,000
RSL Communications PLC, Sr Notes^,
   9.125%, 3/1/2008                                            $  1,000,000           995,000
Rogers Cantel, Sr Secured Deb,
   9.750%, 6/1/2016                                            $  4,000,000         4,330,000
WorldCom Inc, Sr Notes, 8.875%, 1/15/2006                      $ 10,624,000        11,593,440
                                                                                 ------------
                                                                                   27,363,440
                                                                                 ------------
TELEPHONE 2.93%
Frontier Corp, Notes, 7.250%, 5/15/2004                        $  3,000,000         3,152,208
Intermedia Communications, Sr Notes^,
   8.500%, 1/15/2008                                           $  4,000,000        $4,135,000


<PAGE>

US WEST Capital Funding, Gtd Deb,
   6.950%, 1/15/2037                                           $  4,000,000         4,131,340
                                                                                 ------------
                                                                                   11,418,548
                                                                                 ------------
   TOTAL CORPORATE BONDS (Cost $353,595,198)                                      360,626,567
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $374,292,985)                                                            382,200,047
                                                                                 ------------
SHORT-TERM INVESTMENTS --
   COMMERICAL PAPER 2.06%
FINANCIAL 2.06%
Associates Corp of North America,
   5.670%, 3/2/1998 (Cost $8,025,000)                          $  8,025,000         8,025,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $382,317,985#)                                                          $390,225,047
                                                                                 ============

SHORT-TERM  BOND  Fund
FIXED  INCOME  SECURITIES  85.85%
US  Government  Agency
Obligations 65.85%

Freddie Mac, Gold, Participation Certificates
   7.000%, 4/1/2008                                            $  2,059,341        $2,097,047
   6.500%, 7/1/2008                                            $  2,658,397         2,675,703
   6.500%, 8/1/2008                                            $  3,055,311         3,075,201
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $7,770,995)                                                                7,847,951
                                                                                 ------------
Corporate Bonds 20.00%
BROADCASTING 2.20%
Allbritton Communications, Sr Sub Deb,
   11.500%, 8/15/2004                                          $    250,000           262,500
                                                                                 ------------
CABLE 1.90%
CF Cable TV, 2nd Priority Sr Secured Notes,
   11.625%, 2/15/2005                                          $    200,000           226,000
                                                                                 ------------
ELECTRIC UTILITIES 6.98%
Cleveland Electrical Illuminating,
   1st Mortgage, 8.375%, 12/1/2011                             $    200,000           205,575
PSI Energy, Deb, 6.350%, 11/15/2006                            $    250,000           252,965
Public Service of New Mexico, 1st Mortgage
   Notes, 9.000%, 5/1/2008                                     $    117,000           120,075
Tucson Electrical Power, 1st Mortgage,
   7.650%, 5/1/2003                                            $    250,000           253,007
                                                                                 ------------
                                                                                      831,622
                                                                                 ------------

<PAGE>

GAMING 4.73%
Aztar Corp, Sr Sub Notes,
   13.750%, 10/1/2004                                          $    250,000           288,438
Horseshoe Gaming LLC, Sr Notes, Series B,
   12.750%, 9/30/2000                                          $    250,000           275,625
                                                                                 ------------
                                                                                      564,063
                                                                                 ------------
PUBLISHING 2.02%
Affiliated Newspaper Investments, Sr Discount
   Step-Up Deb, Zero Coupon^^, 7/1/2006                        $    250,000           240,625
                                                                                 ------------
TELECOMMUNICATIONS -- CELLULAR &
   WIRELESS 2.17%
Centennial Cellular, Sr Notes,
   8.875%, 11/1/2001                                           $    250,000           258,125
                                                                                 ------------

   TOTAL CORPORATE BONDS
   (Cost $2,355,808)                                                                2,382,935
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $10,126,803)                                                              10,230,886
                                                                                 ------------
SHORT-TERM INVESTMENTS 14.15%
   Corporate Bonds 11.08%

FINANCIAL 11.08%
Chrysler Financial, Notes, 6.500%, 6/15/1998                   $    470,000           470,674
Ford Motor Credit, Medium-Term Notes,
   5.902%, 2/1/1999                                            $    450,000      $    450,087
United States Leasing International,
   Medium-Term Notes, 5.288%, 11/16/1998                       $    400,000           399,716
                                                                                 ------------
   TOTAL CORPORATE BONDS
   (Cost $1,320,937)                                                                1,320,477
                                                                                 ------------
Repurchase Agreements 3.07%
Repurchase Agreement with State Street
   Bank & Trust Co dated  2/27/1998
   due  3/2/1998  at  5.580%,
   repurchased  at $366,170
   (Collateralized by US Treasury Bonds
   due 2/15/2023 at 7.125%, value $378,674)
   (Cost $366,000)                                             $    366,000           366,000
                                                                                 ------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $1,686,937)                                                                1,686,477
                                                                                 ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $11,813,740#)                                                            $11,917,363
                                                                                 ============


<PAGE>

U.S. GOVERNMENT SECURITIES Fund
FIXED INCOME SECURITIES 97.44%
US Government Obligations 48.03%
US Treasury Bonds
   8.125%, 8/15/2019                                           $  5,000,000        $6,270,315
   6.125%, 11/15/2027                                          $ 16,000,000        16,450,000
                                                                                 ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $21,970,748)                                                              22,720,315
                                                                                 ------------
US Government Agency Obligations 49.41%
Freddie Mac, Gold, Participation Certificates
   6.500%, 7/1/2008                                            $ 11,165,267        11,237,951
   6.500%, 12/1/2027                                           $  7,482,007         7,418,334
Government National Mortgage Association I,
   Pass-Through Certificates
   6.500%, 4/15/2026                                           $ 4,760,915          4,718,162
                                                                                 ------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $22,970,308)                                                              23,374,447
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $44,941,056)                                                              46,094,762
                                                                                 ------------
SHORT-TERM INVESTMENTS --
   REPURCHASE AGREEMENTS 2.56%
Repurchase Agreement with State Street
   Bank & Trust Co dated 2/27/1998



<PAGE>



   due 3/2/1998 at 5.580%, repurchased at
   $1,210,563 (Collateralized by
   US Treasury Bonds due 2/15/2023 at 7.125%,
   value $1,244,877)
   (Cost $1,210,000)                                           $ 1,210,000         1,210,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $46,151,056)
   (Cost for Income Tax Purposes $46,157,111)                                    $47,304,762
                                                                                 ============
</TABLE>

^ Securities are registered pursuant to Rule 144A and may be deemed
restricted for resale to institutional investors.
^^ Step up bonds are obligations which increase the interest payment rate
at a specific point in time.  Rate shown reflects current rate which may
step up at a future date.
* Security is non-income producing.
** Securities may make dividend payments in other types of securities or
cash.
# Also represents cost for income tax purposes.

See Notes to Financial Statements



<TABLE>
<CAPTION>

Summary of Investments by Country

                                                                       % of
                                                  Country        Investment
Country                                              Code        Securities             Value
- ---------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>           <C>  
High Yield Fund
Australia                                              AS             1.72%     $  11,917,500
Bermuda                                                BD              1.29         8,942,187
Canada                                                 CA              9.04        62,693,764
Ireland                                                IR              1.14         7,875,000
Israel                                                 IS              0.56         3,918,500
Luxembourg                                             LX              0.73         5,087,250
Mexico                                                 MX              0.69         4,812,000
Poland                                                 PO              0.85         5,862,500
Puerto Rico                                            PR              0.33         2,316,000
United Kingdom                                         UK              2.46        17,061,750
United States                                          US             81.19       563,212,843
                                                                    -------------------------
                                                                    100.00%      $693,699,294


<PAGE>

Select Income Fund
Australia                                              AS             0.75%      $  2,940,000
Bermuda                                                BD              0.26           995,000
Canada                                                 CA              7.74        30,193,983
Germany                                                GM              1.41         5,511,412
United States                                          US             89.84       350,584,652
                                                                    -------------------------
                                                                    100.00%      $390,225,047


See Notes to Financial Statements

</TABLE>

<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Statement of Assets and Liabilities
February 28, 1998
UNAUDITED
                                                                                                                       U.S.
                                                                 High            Select        Short-Term        Government
                                                                Yield            Income              Bond        Securities
                                                                 Fund              Fund              Fund              Fund
                                                        -------------------------------------------------------------------
<S>                                                   <C>               <C>                 <C>               <C>    
ASSETS
Investment Securities:
   At Cost~                                              $684,901,515      $382,317,985       $11,813,740       $46,151,056
                                                        ===================================================================
   At Value~                                             $693,699,294      $390,225,047       $11,917,363       $47,304,762
Cash                                                        2,296,347                 0               286                 0
Receivables:
   Investment Securities Sold                              38,224,687         6,015,687                 0                 0
   Fund Shares Sold                                         3,666,556         2,477,550            56,723            80,770
   Dividends and Interest                                   9,251,543         6,456,999           108,359           429,842
Prepaid Expenses and Other Assets                             106,813           163,322            76,041           127,019
                                                        -------------------------------------------------------------------
TOTAL ASSETS                                              747,245,240       405,338,605        12,158,772        47,942,393
                                                        -------------------------------------------------------------------
LIABILITIES
Payables:
   Custodian                                                        0            10,893                 0            36,873
   Distributions to Shareholders                              716,102           197,318             3,282            16,513
   Investment Securities Purchased                         32,280,092         9,659,961                 0                 0
   Fund Shares Repurchased                                  4,218,381         1,121,985           173,238           165,291
Accrued Distribution Expenses                                 129,173            71,967             2,470             9,242
Accrued Expenses and Other Payables                            34,901            22,318            11,564             9,639
                                                        -------------------------------------------------------------------
TOTAL LIABILITIES                                          37,378,649        11,084,442           190,554           237,558
                                                        -------------------------------------------------------------------
Net Assets at Value                                      $709,866,591      $394,254,163       $11,968,218       $47,704,835
                                                        ===================================================================
NET ASSETS
Paid-in Capital*                                         $687,760,221      $383,069,166       $12,228,729       $44,234,580

<PAGE>



Accumulated Undistributed Net
   Investment Income                                           16,678            37,335                 0                 0
Accumulated Undistributed Net Realized
   Gain (Loss) on Investment Securities
   and Foreign Currency Transactions                       13,291,913         3,240,600         (364,134)         2,316,549
Net Appreciation of Investment Securities
   and Foreign Currency Transactions                        8,797,779         7,907,062           103,623         1,153,706
                                                        -------------------------------------------------------------------
Net Assets at Value                                      $709,866,591      $394,254,163       $11,968,218       $47,704,835
                                                        ===================================================================
Shares Outstanding                                         96,472,493        58,797,643         1,249,293         6,189,681
Net Asset Value, Offering and Redemption
   Price per Share                                              $7.36             $6.71             $9.58             $7.71
                                                        ===================================================================
</TABLE>


~  Investment  securities  at cost and value at February  28, 1998  include
repurchase  agreements of  $4,220,000,  $366,000 and  $1,210,000 for High Yield,
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


<TABLE>
<CAPTION>

INVESCO Income Funds, Inc.
Statement of Operations
Six Months Ended February 28, 1998
UNAUDITED

                                                                                                                    U.S.
                                                             High               Select        Short-Term        Government
                                                             Yield              Income           Bond           Securities
                                                             Fund                Fund            Fund               Fund
                                                        -------------------------------------------------------------------
<S>                                                     <C>               <C>                 <C>              <C>   
INVESTMENT INCOME
INCOME
Interest                                                $  27,278,283     $  12,569,620        $  468,284      $  1,655,054
Dividends                                                     135,091                 0                 0                 0
                                                        -------------------------------------------------------------------
   TOTAL INCOME                                            27,413,374        12,569,620           468,284         1,655,054
                                                        -------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                    1,249,244           892,181            34,831           141,999
Distribution Expenses                                         711,491           413,171            17,415            64,545
Transfer Agent Fees                                           348,301           408,814            32,041            88,315

<PAGE>

Administrative Fees                                            47,689            29,790             6,045             8,873
Custodian Fees and Expenses                                    21,470            23,954             2,876             5,545
Directors' Fees and Expenses                                   21,356            14,656             4,938             6,385
Professional Fees and Expenses                                 18,943            14,534             9,821             8,975
Registration Fees and Expenses                                 65,685            31,122            14,529            26,043
Reports to Shareholders                                        40,634            33,828             3,571             8,810
Other Expenses                                                  8,386             5,830               713             1,543
                                                        -------------------------------------------------------------------
   TOTAL EXPENSES                                           2,533,199         1,867,880           126,780           361,033
   Fees and Expenses Absorbed by
   Investment Adviser                                               0         (109,439)          (66,030)          (98,761)
   Fees and Expenses Paid Indirectly                         (12,376)          (11,155)           (1,163)           (2,129)
                                                        -------------------------------------------------------------------
   NET EXPENSES                                             2,520,823         1,747,286            59,587           260,143
                                                        -------------------------------------------------------------------
NET INVESTMENT INCOME                                      24,892,551        10,822,334           408,697         1,394,911
                                                        -------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment
   Securities and Foreign
   Currency Transactions                                   21,629,620         4,530,344            15,131         2,763,587
Change in Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                              (17,382)         5,192,974            92,556         (242,798)
                                                        -------------------------------------------------------------------
NET GAIN ON INVESTMENT SECURITIES                          21,612,238         9,723,318           107,687         2,520,789
                                                        -------------------------------------------------------------------
Net Increase in Net Assets from
   Operations                                           $  46,504,789     $  20,545,652        $  516,384      $  3,915,700
                                                        ===================================================================

See Notes to Financial Statements

</TABLE>




<PAGE>





<TABLE>
<CAPTION>

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


                                                                  High Yield Fund                  Select Income Fund
                                                             Six Months          Year          Six Months            Year
                                                                Ended            Ended             Ended             Ended
                                                          February 28         August 31       February 28         August 31
                                                         ------------------------------      ------------------------------
                                                              1998              1997              1998              1997
                                                         UNAUDITED                           UNAUDITED
<S>                                                     <C>               <C>              <C>                <C>   
OPERATIONS
Net Investment Income                                   $  24,892,551     $  36,258,447     $  10,822,334     $  18,785,744
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                            21,629,620        23,000,271         4,530,344         6,970,303
Change in Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                              (17,382)        14,932,249         5,192,974         6,812,752
                                                        -------------------------------     -------------------------------
NET INCREASE IN NET ASSETS FROM
   OPERATIONS                                              46,504,789        74,190,967        20,545,652        32,568,799
                                                        -------------------------------     -------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (24,892,551)      (36,240,760)      (10,822,248)      (18,772,522)
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                          (30,267,935)       (1,805,972)       (8,101,424)       (1,164,947)
                                                        -------------------------------     -------------------------------
TOTAL DISTRIBUTIONS                                      (55,160,486)      (38,046,732)      (18,923,672)      (19,937,469)
                                                        -------------------------------     -------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             481,748,356       585,489,350       203,810,699       149,847,293
Reinvestment of Distributions                              47,141,060        31,536,903        16,985,738        17,592,021
                                                        -------------------------------     -------------------------------
                                                          528,889,416       617,026,253       220,796,437       167,439,314
Amounts Paid for Repurchases of Shares                  (281,332,142)     (557,406,718)     (115,782,337)     (150,545,417)
                                                        -------------------------------     -------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                           247,557,274        59,619,535       105,014,100        16,893,897
                                                        -------------------------------     -------------------------------
Total Increase in Net Assets                              238,901,577        95,763,770       106,636,080        29,525,227
NET ASSETS
Beginning of Period                                       470,965,014       375,201,244       287,618,083       258,092,856
                                                        -------------------------------     -------------------------------
End of Period                                            $709,866,591      $470,965,014      $394,254,163      $287,618,083
                                                        ===============================     ===============================

<PAGE>


Accumulated Undistributed Net Investment
   Income Included in Net Assets at
   End of Period                                         $     16,678      $     16,678      $     37,335      $     37,249

FUND SHARE TRANSACTIONS
Shares Sold                                                64,538,258        82,068,049        30,289,882        22,926,524
Shares Issued from Reinvestment
   of Distributions                                         6,440,599         4,403,579         2,535,166         2,685,959
                                                        -------------------------------     -------------------------------
                                                           70,978,857        86,471,628        32,825,048        25,612,483
Shares Repurchased                                       (37,712,969)      (78,100,199)      (17,204,153)      (23,065,551)
                                                        -------------------------------     -------------------------------
Net Increase in Fund Shares                                33,265,888         8,371,429        15,620,895         2,546,932
                                                        ===============================     ===============================

See Notes to Financial Statements
</TABLE>


<TABLE>
<CAPTION>

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

                                                                             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
                                                        -------------------------------       -------------------------------
                                                           1998              1997              1998              1997
                                                        UNAUDITED                           UNAUDITED
<S>                                                     <C>                 <C>             <C>                <C>   
Net Investment Income                                   $     408,697       $   712,515     $   1,394,911      $  3,288,114
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                           15,131             7,626         2,763,587         1,121,369
Change in Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                                92,556            99,263         (242,798)         1,720,828
                                                        -------------------------------     -------------------------------
NET INCREASE IN NET ASSETS FROM
   OPERATIONS                                                 516,384           819,404         3,915,700         6,130,311
                                                        -------------------------------     -------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                       (408,697)         (712,515)       (1,394,911)       (3,288,114)
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                                     0                 0       (1,102,694)                 0
                                                        -------------------------------     -------------------------------
TOTAL DISTRIBUTIONS                                         (408,697)         (712,515)       (2,497,605)       (3,288,114)
                                                        -------------------------------     -------------------------------


<PAGE>


FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                              15,708,929        19,388,223        74,798,521       102,864,694
Reinvestment of Distributions                                 374,913           673,216         2,255,144         3,045,965
                                                        -------------------------------     -------------------------------
                                                           16,083,842        20,061,439        77,053,665       105,910,659
Amounts Paid for Repurchases of Shares                   (16,567,664)      (18,558,559)      (82,347,739)     (111,785,624)
                                                        -------------------------------     -------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                             (483,822)         1,502,880       (5,294,074)       (5,874,965)
                                                        -------------------------------     -------------------------------
Total Increase (Decrease) in Net Assets                     (376,135)         1,609,769       (3,875,979)       (3,032,768)
NET ASSETS
Beginning of Period                                        12,344,353        10,734,584        51,580,814        54,613,582
                                                        -------------------------------     -------------------------------
End of Period                                           $  11,968,218     $  12,344,353     $  47,704,835     $  51,580,814
                                                        ===============================     ===============================

FUND SHARE TRANSACTIONS
Shares Sold                                                 1,641,031         2,048,615         9,657,268        13,984,238
Shares Issued from Reinvestment
   of Distributions                                            39,202            71,014           292,238           412,300
                                                        -------------------------------     -------------------------------
                                                            1,680,233         2,119,629         9,949,506        14,396,538
Shares Repurchased                                        (1,728,735)       (1,962,721)      (10,642,521)      (15,152,477)
                                                        -------------------------------     -------------------------------
Net Increase (Decrease) in Fund Shares                       (48,502)           156,908         (693,015)         (755,939)
                                                        ===============================     ===============================

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") is incorporated in Maryland and presently  consists of
four separate Funds:  High Yield Fund, Select Income Fund, Short-Term Bond Fund
and U.S.  Government  Securities Fund. The investment  objectives 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.

<PAGE>
A.  SECURITY  VALUATION -- Debt securities are valued at evaluated bid prices
    as  determined  by a  pricing  service  approved  by  the  Fund's  board  of
    directors.  If evaluated bid prices are not available,  debt  securities are
    valued by averaging the bid prices  obtained from one or more dealers making
    a market for such securities.
         Equity  securities  traded on national  securities  exchanges or in the
    over-the-counter  market are  valued at the last  sales  price in the market
    where such  securities  are primarily  traded.  If last sales prices are not
    available,  securities are valued at the highest  closing bid price obtained
    from one or more dealers making a market for such securities or by a pricing
    service approved by the Fund's board of directors.
         Foreign  securities  are valued at the closing  price on the  principal
    stock  exchange on which they are traded.  In the event that closing  prices
    are not available for foreign  securities,  prices will be obtained from the
    principal  stock  exchange  at or prior to the  close of the New York  Stock
    Exchange.  Foreign currency exchange rates are determined daily prior to the
    close of the New York Stock Exchange.
         If market  quotations  or pricing  service  valuations  are not readily
    available,  securities  are valued at fair value as determined in good faith
    by the Fund's board of directors.
         Short-term  securities are stated at amortized cost (which approximates
    market  value) if  maturity is 60 days or less at the time of  purchase,  or
    market value if maturity is greater than 60 days.
         Assets and liabilities initially expressed in   terms   of   foreign
    currencies are translated into U.S. dollars at the prevailing   market
    rates  as  quoted  by one or  more  banks or  dealers  on  the  date  of
    valuation.    The  cost  of securities is translated into U.S.  dollars  at
    the  rates of exchange prevailing when such securities   are   acquired.
    Income  and  expenses  are  translated into U.S. dollars at 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.  In the  event of  default  on the
    obligation to repurchase, the Fund has the right to liquidate the collateral
    and apply the proceeds in satisfaction  of the  obligation.  In the event of
    default  or  bankruptcy  by the other  party to the  agreement,  realization
    and/or  retention  of the  collateral  or  proceeds  may be subject to legal
    proceedings.
C.  SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
    are accounted for  on  the  trade  date  and  dividend   income  is
    recorded on the  ex dividend  date.  Certain  dividends   from   foreign
    securities will be recorded as  soon  as  the Fund is informed   of  the
    dividend if such  information is obtained subsequent  to the ex dividend
    date.  Interest income, which  may  be  comprised of stated  coupon  rate,
    market  discount,  original  issue discount and amortized  premium,   is
    recorded  on the  accrual  basis.  Discounts  and  premiums  on   debt
    securities  purchased are  amortized over the life of the  respective
    security  as adjustments to interest income.  Cost  is  determined  on the
    specific identification basis.
         Mortgage  paydown  gain/loss  is  treated  as  ordinary  income for tax
    purposes and is included in interest income on the Statement of Operations.
         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

<PAGE>

    unrealized gain or loss from  investment  securities  includes  fluctuations
    from currency exchange rates and fluctuations in market value.
         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.
         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
    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.
D.  FEDERAL AND STATE TAXES -- The Fund has complied,  and  continues to comply,
    with the  provisions  of the Internal  Revenue Code  applicable to regulated
    investment  companies  and,  accordingly,   has  made  or  intends  to  make
    sufficient  distributions of net investment  income and net realized capital
    gains,  if any, to relieve it from all federal  and state  income  taxes and
    federal  excise  taxes.  At August 31, 1997,  Short-Term  Bond Fund had $64,
    $285,423, $17,095 and $19,676, in net capital loss carryovers which  expire
    in   the   years   2002,    2003,    2004   and   2005,respectively.
         Short-Term Bond Fund incurred and elected to defer  post-October 31 net
    capital  losses of $50,466 to the year ended August 31, 1998.  To the extent
    future capital gains are offset by capital loss carryovers and deferred post
    October 31 losses, such gains will not be distributed to shareholders.
         Net  capital  loss  carryovers  utilized  in 1997  by  U.S.  Government
    Securities Fund amounted to $434,697.
         Dividends paid by the Fund from net investment income and distributions
    of net  realized  short-term  capital  gains  are,  for  federal  income tax
    purposes, taxable as ordinary income to shareholders.
E.  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- All of the Fund's  net
    investment income is distributed to shareholders by dividends  declared
    daily and paid monthly.  Income dividends are reinvested at the  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, amortized premiums,  foreign currency transactions, 
    nontaxable dividends, net operating losses and expired capital loss
    carryforwards.
F.  EXPENSES -- Each of the Funds bears expenses incurred  specifically  on its
    behalf  and,  in  addition,  each Fund bears a portion of general  expenses,
    based on the relative net assets of each Fund.
         Under an agreement between each Fund and the Fund's  Custodian,  agreed
    upon  Custodian  Fees and  Expenses  are  reduced by credits  granted by the
    Custodian from any temporarily uninvested cash. Such credits are included in
    Fees and Expenses Paid Indirectly in the Statement of Operations.


<PAGE>

NOTE  2 -- INVESTMENT   ADVISORY AND OTHER AGREEMENTS.  INVESCO  Funds  Group,
Inc.  ("IFG") serves as the Fund's  investment  adviser.  As  compensation   for
its services to  the Fund,  IFG receives an  investment advisory fee which  is
accrued  daily  at  the  applicable  rate  and  paid  monthly.  The fee is based
on the annual rate of each Fund's average net assets as follows:

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

    In accordance  with a Sub-Advisory  Agreement  between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG, investment  decisions of each
Fund are made by ITC.  Effective  February 4, 1998, such  responsibilities  were
transferred to IFG. 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
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of average annual net assets.  For the six
months ended February 28, 1998, High Yield, Select Income,  Short- Term Bond and
U.S.  Government  Securities  Funds  paid the  Distributor  $680,646,  $401,652,
$17,538 and $68,074,  respectively,  under the plan of  distribution.  Effective
September 29, 1997,  INVESCO  Distributors,  Inc., a wholly owned  subsidiary of
IFG, replaced IFG as Distributor.
    IFG has voluntarily  agreed,  in some instances,  to absorb certain fees and
expenses incurred by Select Income and U.S. Government Securities Funds, and IFG
and ITC have voluntarily  agreed, in some instances,  to absorb certain fees and
expenses  incurred by  Short-Term  Bond Fund. 
NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months
ended February 28, 1998, the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were as follows:

Fund                                                Purchases             Sales
- --------------------------------------------------------------------------------
High Yield Fund                               $  1,097,747,788    $  865,831,601
Select Income Fund                                 334,341,797       234,319,948
Short-Term Bond Fund                                 1,626,734         2,243,200


<PAGE>

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

Fund                                                Purchases             Sales
- --------------------------------------------------------------------------------
Short-Term Bond Fund                          $  4,923,275        $   2,706,970
U.S. Government Securities Fund                 63,546,214           77,479,164

NOTE  4 -- APPRECIATION AND DEPRECIATION.  At February  28,  1998,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:

                                   Gross             Gross               Net
Fund                            Appreciation      Depreciation      Appreciation
- --------------------------------------------------------------------------------
High Yield Fund                 $12,435,949        $3,638,794        $8,797,155



<PAGE>



Select Income Fund                8,908,209         1,001,147         7,907,062
Short-Term Bond Fund                109,751             6,128           103,623
U.S. Government Securities Fund   1,358,619           210,968         1,147,651

NOTE  5 -- TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or ITC.
    The Fund has adopted an unfunded  deferred  compensation  plan  covering all
independent  directors  of the Fund  who  will  have  served  as an  independent
director for at least five years at the time of retirement.  Benefits under this
plan are based on an annual rate equal to 40% of the retainer fee at the time of
retirement.
    Pension  expenses  for the six months ended  February 28, 1998,  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                  $  5,155       $  16,868           $  36,089
Select Income Fund                  3,137           9,444              21,667
Short-Term Bond Fund                  133             499               1,051
U.S. Government Securities Fund       611           2,196               4,758

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, 1998, there were no such borrowings.

<TABLE>
<CAPTION>

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

                                Six Months                                                          Period
                                   Ended                                                             Ended          Year Ended
                                February 28                   Year Ended August 31                 August 31        December 31
                               ------------  -----------------------------------------------      ----------       ------------
                                 1998         1997          1996         1995          1994         1993^              1992
                               UNAUDITED
                              High Yield Fund

<S>                          <C>             <C>           <C>          <C>           <C>            <C>           <C>
PER SHARE DATA
Net Asset Value --
   Beginning of Period          $7.45        $6.84         $6.73        $6.73         $7.32      $  6.97           $   6.66
                                -----        -----------------------------------------------     -------           --------

<PAGE>


INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income            0.32         0.62          0.63         0.66          0.62         0.39               0.64
Net Gains or (Losses)
   on Securities (Both
   Realized and
   Unrealized)                   0.31         0.64          0.11         0.03        (0.59)         0.36               0.30
                                -----        ----------------------------------------------     --------          ---------
Total from Investment
   Operations                    0.63         1.26          0.74         0.69          0.03         0.75               0.94
                                -----        ----------------------------------------------     --------          ---------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+            0.32         0.62          0.63         0.66          0.62         0.40               0.63
Distributions from
   Capital Gains                 0.40         0.03          0.00         0.00          0.00         0.00               0.00
In Excess of Capital
   Gains                         0.00         0.00          0.00         0.03          0.00         0.00               0.00
                                -----        ----------------------------------------------     --------          ---------




<PAGE>



Total Distributions              0.72         0.65          0.63         0.69          0.62         0.40              0.63
                                -----        ----------------------------------------------     --------          --------
Net Asset Value --
   End of Period                $7.36        $7.45         $6.84        $6.73         $6.73        $7.32             $6.97
                                =====        ==============================================     ========          ========

TOTAL RETURN                    8.81%*       19.27%        11.38%       11.12%         0.37%      11.01%*           14.53%

RATIOS
Net Assets --
   End of Period
   ($000 Omitted)            $709,867      $470,965      $375,201     $288,959      $243,773    $308,945          $212,172
Ratio of Expenses to
   Average Net Assets#          0.44%*@       1.00%@        0.99%@       1.00%         0.97%       0.97%~            1.00%
Ratio of Net Investment
   Income to Average
   Net Assets#                  4.34%*        8.71%         9.13%       10.01%         8.70%       8.28%~            9.29%
Portfolio Turnover Rate          158%*         129%          266%         201%          195%         45%*             120%

</TABLE>

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

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



<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 years
ended August 31, 1996, 1995 and 1994. If such expenses had not been  voluntarily
absorbed,  ratio of expenses to average net assets would have been 0.99%,  1.07%
and 0.98%,  respectively,  and ratio of net  investment  income to  average  net
assets would have been 9.13%, 9.94% and 8.69%, respectively.

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

~ Annualized

<TABLE>
<CAPTION>

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

                                Six Months                                                             Period
                                     Ended                                                              Ended    Year Ended
                               February 28                       Year Ended August 31               August 31   December 31
                              ------------     --------------------------------------------------------------   -----------
                                  1998         1997          1996         1995          1994          1993^          1992  
                              UNAUDITED

                              Select Income Fund

<S>                         <C>              <C>        <C>    <C>       <C>            <C>          <C>        <C>
PER SHARE DATA
Net Asset Value --
   Beginning of Period           $6.66        $6.35         $6.54        $6.18         $6.80        $6.53         $6.50
                              --------        ----------------------------------------------------  -----         -----
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income             0.22         0.45          0.47         0.47          0.47         0.33          0.52
Net Gains or (Losses)
   on Securities (Both
   Realized and
   Unrealized)                    0.22         0.34        (0.17)         0.36        (0.43)         0.27          0.13
                              --------        ----------------------------------------------------  -----         -----
Total from Investment
   Operations                     0.44         0.79          0.30         0.83          0.04         0.60          0.65
                              --------        ----------------------------------------------------  -----         -----
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income              0.22         0.45          0.46         0.47          0.47         0.33          0.52
In Excess of Net
   Investment Income+             0.00         0.00          0.01         0.00          0.00         0.00          0.00
Distributions from
   Capital Gains                  0.17         0.03          0.02         0.00          0.09         0.00          0.10


<PAGE>


In Excess of Capital
   Gains                          0.00         0.00          0.00         0.00          0.10         0.00          0.00
                              --------        ----------------------------------------------------  -----         -----
Total Distributions               0.39         0.48          0.49         0.47          0.66         0.33          0.62
                              --------        ----------------------------------------------------  -----         -----
Net Asset Value --
   End of Period                 $6.71        $6.66         $6.35        $6.54         $6.18        $6.80         $6.53
                              ========        ====================================================  =====         =====

TOTAL RETURN                     6.69%*       12.89%         4.78%       14.01%         0.47%       9.42%*        10.38%

RATIOS
Net Assets --
   End of Period
   ($000 Omitted)             $394,254       $287,618      $258,093     $216,597     $138,337     $158,780      $123,036
Ratio of Expenses to
   Average Net Assets#           0.53%*@        1.03%@        1.01%@       1.00%        1.11%        1.15%~        1.14%
Ratio of Net Investment
   Income to Average
   Net Assets#                    3.25%*        6.98%         7.14%        7.38%         7.22%       7.40%~        7.97%
Portfolio Turnover Rate             73%*         263%          210%         181%          135%        105%*         178%
</TABLE>


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

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

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

# Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the six
months ended  February  28, 1998 and for the years ended August 31, 1997,  1996,
1995 and 1994.  If such  expenses had not been  voluntarily  absorbed,  ratio of
expenses to average net assets  would have been 0.56% (not  annualized),  1.21%,
1.16%,  1.22% and 1.15%,  respectively,  and ratio of net  investment  income to
average net assets would have been 3.22% (not annualized),  6.80%,  6.99%, 7.16%
and 7.18%, respectively.

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

~ Annualized




<PAGE>

<TABLE>
<CAPTION>

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

                                                           Six Months                                                Period
                                                                Ended                                                 Ended
                                                          February 28             Year Ended August 31            August 31
                                                         -----------         --------------------------------     ---------
                                                            1998              1997          1996         1995         1994^
                                                         UNAUDITED

                                                          Short-Term Bond Fund

<S>                                                     <C>                <C>           <C>           <C>        <C> 
PER SHARE DATA
Net Asset Value-- Beginning of Period                           $9.51        $9.41         $9.54        $9.46        $10.00
                                                                -----        ---------------------------------    ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                            0.28         0.50          0.56         0.57          0.47
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                                0.07         0.15        (0.13)         0.08        (0.54)
                                                                -----        ---------------------------------    ---------
Total from Investment Operations                                 0.35         0.65          0.43         0.65        (0.07)
                                                                -----        ---------------------------------    ---------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                            0.28         0.55          0.56         0.57          0.47
                                                                -----        ---------------------------------    ---------
 Net Asset Value-- End of Period                                $9.58        $9.51         $9.41        $9.54         $9.46
                                                                =====        =================================    =========

TOTAL RETURN                                                   3.71%*        7.08%         4.63%        7.16%       (0.72%)*

RATIOS
Net Assets-- End of Period ($000 Omitted)                     $11,968      $12,344       $10,735       $8,979        $7,878



<PAGE>



Ratio of Expenses to Average Net Assets#                      0.42%*@       0.83%@        0.80%@        0.46%        0.46%~
Ratio of Net Investment Income to
   Average Net Assets#                                         2.92%*        5.82%         5.85%        6.05%        5.50%~
Portfolio Turnover Rate                                          42%*         331%          103%          68%         169%*

</TABLE>

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

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

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

# Various expenses of the Fund were voluntarily  absorbed by IFG and ITC for the
six months ended  February 28, 1998,  for the years ended August 31, 1997,  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
0.90%  (not   annualized),   1.84%,   2.17%,   2.09%  and  2.04%   (annualized),
respectively,  and ratio of net  investment  income to average net assets  would
have been 2.44% (not annualized),  4.81%,  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


<TABLE>
<CAPTION>

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

                                Six Months                                                             Period
                                     Ended                                                              Ended    Year Ended
                               February 28                        Year Ended August 31              August 31   December 31
                               -----------         ---------------------------------------------    ---------   -----------
                                   1998            1997          1996         1995          1994        1993^          1992
                               UNAUDITED

                                U.S. Government Securities Fund
<S>                           <C>              <C>             <C>         <C>            <C>          <C>          <C>
PER SHARE DATA
Net Asset Value --
   Beginning of Period            $7.49           $7.15          $7.49        $7.10         $8.19        $7.61        $7.65
                                  -----           -----------------------------------------------    ---------    ---------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income              0.21            0.43           0.44         0.45          0.41         0.28         0.46

<PAGE>


Net Gains or (Losses)
   on Securities (Both
   Realized and
   Unrealized)                     0.38            0.34          (0.34)        0.39        (0.93)         0.58       (0.04)
                                  -----           -----------------------------------------------    ---------    ---------
Total from Investment
   Operations                      0.59            0.77           0.10         0.84        (0.52)         0.86         0.42
                                  -----           -----------------------------------------------    ---------    ---------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income               0.21            0.43           0.43         0.45          0.41         0.28         0.46
In Excess of Net
   Investment Income+              0.00            0.00           0.01         0.00          0.00         0.00         0.00
Distributions from
   Capital Gains                   0.16            0.00           0.00         0.00          0.16         0.00         0.00
                                  -----           -----------------------------------------------    ---------    ---------
Total Distributions                0.37            0.43           0.44         0.45          0.57         0.28         0.46
                                  -----           -----------------------------------------------    ---------    ---------
Net Asset Value --
   End of Period                  $7.71           $7.49          $7.15        $7.49         $7.10        $8.19        $7.61
                                  =====           ===============================================    =========    =========

TOTAL RETURN                      7.99%*          11.01%         1.31%       12.37%        (6.53%)      11.61%*       5.68%

RATIOS
Net Assets --
   End of Period
   ($000 Omitted)               $47,705         $51,581       $54,614      $38,087       $36,740      $36,391       $35,799
Ratio of Expenses to
   Average Net Assets#            0.50%*@         1.01%@        1.02%@       1.00%         1.32%        1.40%~        1.27%
Ratio of Net Investment
   Income to Average
   Net Assets#                    2.68%*          5.78%         5.76%        6.24%         5.46%        5.36%~        6.08%
Portfolio Turnover Rate            125%*           139%          212%          99%           95%         100%*         115%
</TABLE>
^ From January 1, 1993 to August 31, 1993.

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

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

# Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the six
months ended  February  28, 1998 and for the years ended August 31, 1997,  1996,
1995 and 1994.  If such  expenses had not been  voluntarily  absorbed,  ratio of
expenses to average net assets  would have been 0.69% (not  annualized),  1.32%,
1.48%,  1.51% and 1.42%,  respectively,  and ratio of net  investment  income to
average net assets would have been 2.49% (not annualized),  5.47%,  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.

~ Annualize

<PAGE>






                                       FAMILY OF FUNDS


                                                           Newspaper
Fund Name                     Fund Code  Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
International Growth                49          FSIGX             IntlGr
Emerging Markets                    43            *                  *
Asian Growth                        41          IVAGX             AsianGr
Pacific Basin                       54          FPBSX             PcBas
European                            56          FEURX             Europ
European Small Company              37          IVECX             EuroSmCo
Latin American Growth               34          IVSLX             LatinAmGr
- --------------------------------------------------------------------------------
Sector
Energy                              50          FSTEX             Enrgy
Environmental Services              59          FSEVX             Envirn
Financial Services                  57          FSFSX             FinSvc
Gold                                51          FGLDX             Gold
Health Sciences                     52          FHLSX             HlthSc
Leisure                             53          FLISX             Leisur
Realty                              42          IVSRX             Realty
Technology                          55          FTCHX             Tech
Utilities                           58          FSTUX             Util
Worldwide Capital Goods             38          ISWGX             WldCap
Worldwide Communications            39          ISWCX             WldCom
- --------------------------------------------------------------------------------
Equity
Growth                              10          FLRFX             Grwth
Dynamics                            20          FIDYX             Dynm
Small Company Growth                60          FIEGX             SmCoGth
Value Equity                        46          FSEQX             ValEq
Small Company Value                 74          IDSCX             SmCoVal
S&P 500 Index Fund Class II         23            *                  *
- --------------------------------------------------------------------------------
All-Weather
Industrial Income                   15          FIIIX             IndInc
Multi-Asset Allocation              70          IMAAX             MulAstAl
Total Return                        48          FSFLX             TotRtn
Balanced                            71          IMABX             Bal
- --------------------------------------------------------------------------------
Bond
Short-Term Bond                     33          INIBX             ShTrBd
Intermediate Government Bond        47          FIGBX             IntGov
U.S. Government Securities          32          FBDGX             USGvt
Select Income                       30          FBDSX             SelInc
High Yield                          31          FHYPX             HiYld
- --------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Intermediate Bond          36          IVTIX               *
Tax-Free Long-Term Bond             35          FTIFX             TxFre
- --------------------------------------------------------------------------------

<PAGE>



Money Market
U.S. Government Money Fund          44          FUGXX             InvGvtMF
Cash Reserves                       25          FDSXX             InvCshR
Tax-Free Money Fund                 40          FFRXX             InvTaxFree

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

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


<PAGE>






INVESCO FUNDS

INVESCO Distributors, Inc.,(SM)
Distributor
Post Office Box 173706
Denver, CO 80217-3706

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

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

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








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