INVESCO TAX FREE INCOME FUNDS INC
N-30D, 1995-08-18
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ANNUAL REPORT


June 30, 1995


INVESCO
TAX-FREE
INCOME
FUNDS,
INC.


Two Smart Choices
For Seeking Tax-Exempt Income



INVESCO FUNDS


<PAGE>

   INVESCO  Tax-Free  Income  Funds  are  managed  by  James S.  Grabovac,  vice
president of INVESCO Trust  Company.  A Chartered  Financial  Analyst,  Jim is a
graduate of Lawrence  University and has an MBA from the University of Michigan.
He began his investment  career in 1982, and before joining INVESCO in April was
the manager of a municipal  bond fund for Stein,  Roe & Farnham Inc. in Chicago.
Jim succeeds William Veronda, who left INVESCO in March.

Market Overview                                                   July 1995
     The  economy  has  cooled  significantly  from the pace set in 1994.  Gross
Domestic  Product expanded by just 2.7% during the first quarter of 1995 and was
likely much lower during the second  quarter.  Inflation  appears to have peaked
just above 3% on an annualized basis.
   Taken  altogether,  this is good news. These signs may indicate that economic
growth is approaching a more moderate, sustainable level.
   Analysts  know  that  a  rapidly   growing  economy  puts  stress  on  credit
availability. To meet increasing demand, companies may borrow to expand capacity
with new equipment and  facilities.  They add workers at a brisk rate, and those
workers are able to command  higher  wages in a "seller's  market."  Demand thus
outraces  supply  when it comes to the key  resources  of credit and  employees.
Ultimately,  something has to give -- and that something is interest rates. They
rise,  and  eventually  the increased  cost of borrowing  slows the entire cycle
down.
   Fearing the long-term  corrosive  effects of inflation,  the Federal  Reserve
Board  actively  sought to slow the U.S.  economy  in 1994.  Over a period of 12
months beginning in February 1994, they doubled short-term interest rates.
   For five quarters running, the GDP had racked up impressive gains,  including
a solid +5.1% for the last  quarter of 1994.  Then,  reacting to the pressure of
high short-term interest rates, growth contracted during the first half of 1995.

Near-Term Outlook
Now that they've reined in the galloping expansion,  the Fed will act to keep it
going at a  sustainable  trot.  Having  cut the Fed Funds  rate by .25% in July,
their strategy may well include  additional  cuts over the next several  months.
(The Fed Funds  rate is the rate  charged  on  overnight  loans  between  member
banks.)
   In our opinion, interest rates will probably drop further in 1995 in response
to an easing of inflationary  pressures.  Short-term rates could drop to 5.5% or
less,  compared to a 5.75% Fed Funds rate as of late July. The benchmark 30-year
Treasury  bond is now  yielding  around  6.9%;  we expect to see that  gradually
decrease.  Overall,  taxable  bond  prices  have  strengthened  since the fourth
quarter of 1994.

Municipal Bond Market
   Last  year  witnessed  the  poorest-performing  municipal  market in nearly a
decade.  Prices began to  strengthen  after the November  1994  elections,  as a
slowdown in economic growth translated into a positive environment for municipal
bonds.  The Orange  County,  California,  bankruptcy  in December  threatened to
depress the market,  but to date has had little impact overall.  (The bankruptcy
could not  affect  INVESCO's  funds  directly,  because  neither  fund has owned
securities issued by Orange County during this period.)
   During the second  quarter of 1995,  the municipal  bond market  struggled as
investors'  fears were  raised by the  attention  surrounding  various  flat-tax
proposals from Washington D.C. By mid-July,  the municipal market was trading at
the same  levels  as in  early  April,  despite  a  50-basis-point  rally in the
Treasury market.
   Overall,  we view the  current  municipal  market as  representing  excellent
value.  Municipals are trading at  historically  attractive  ratios  relative to
Treasuries.  In addition,  the near-term  prospect of slowing inflation enhances
the outlook for the bond market. We believe the municipal market has overreacted
to fears of a flat income tax. Serious debate  concerning  various  proposals is
not likely to take place until after the 1996  elections,  and the most  extreme
reform proposals would appear to face significant obstacles to passage.

<PAGE>

INVESCO Tax-Free
Long-Term Bond Fund
   The fund's total return was 6.16% for the fiscal year ended 6/30/95, compared
to a total return of 8.83% for the Lehman Brothers  Municipal Bond Index for the
same  period.  (Of  course,  past  performance  is  not a  guarantee  of  future
results.)*
   The fund's performance  relative to the index was hampered by a high level of
cash  going  into  1995,  as  well  as a  significant  portfolio  allocation  to
defensively  structured  bonds. Such bonds offer additional  income,  but do not
appreciate  as much in an  upward  market,  due to the risk  that  they  will be
called.
                         Tax-Free Long-Term Bond Fund
                         Average Annual Total Return*
                                as of 6/30/95

                        1 year                      6.16%
                        5 years                     7.66%
                        10 years                    9.32%

   As part of a portfolio  restructuring in recent months, we have increased the
allocation to bonds with longer maturities and improved call protection.
   In addition,  we have  increased our holdings of  higher-quality  and insured
bonds, which we think offer better value at present market levels. Credit rating
spreads have been particularly  narrow,  and we believe the risk/reward  profile
for lower-quality securities is unattractive.

Graph:

   This  line  graph  compares  the  value of a $10,000  investment  in  INVESCO
   Tax-Free  Long-Term  Bond Fund to the value of a  $10,000  investment  in the
   Lehman  Municipal  Bond  Index,  assuming  in each case  reinvestment  of all
   dividends  and capital  gain  distributions,  for the ten year  period  ended
   6/30/95.

Graph:   Geographical Diversification
         by value as of 6/30/95

     This map of the United States is divided by region to show the geographical
     diversification of the issuers of securities in the Tax-Free Long-Term Bond
     Fund portfolio.
     West - 26%    Midwest - 22%    Northeast - 23%    South Central - 7%
     Southeast - 13%     Puerto Rico - 3%    Net Cash and Short Term - 6%

   The choice of portfolio holdings during the last few months has been dictated
by bond specifics, rather than geographical preference.  Compared to a year ago,
fund  holdings  consist of a higher  concentration  by value in the West and the
Northeast,  lower in the Midwest,  and about the same in the Southeast and South
Central United States.
   The  average  duration  of fund  holdings,  excluding  cash,  has  lengthened
significantly  over  the  past  three  months.  Longer  bonds  will  allow us to
capitalize on possible price volatility. At the same time, we have decreased our
cash position;  this reflects our belief in the improving  long-term outlook for
municipal obligations.
   The chart  (below  left)  illustrates  the value of a $10,000  investment  in
INVESCO Tax-Free Long-Term Bond Fund, plus reinvested dividends and capital gain
distributions, for the 10-year period ended 6/30/95.*
   The chart and other total return  figures cited reflect the fund's  operating
expenses, but of course, the benchmark index did not have expenses,  which would
have lowered its performance.
   As of 6/30/95,  Tax-Free Long-Term Bond Fund had an annualized,  30-day yield
of 5.14%.  Because there are no federal income taxes on the dividend,  the yield
is  equivalent  to 7.45% from a taxable bond fund for an investor in the 31% tax
bracket -- and 8.51% for investors in the 39.6% bracket.*

<PAGE>

INVESCO Tax-Free
Intermediate Bond Fund
   The fund had a total return of 6.67% for the year ended 6/30/95,  compared to
a total  return of 8.78% for the Lehman  Brothers  Intermediate  Municipal  Bond
Index for the same  period.  (Of course,  past  performance  is no  guarantee of
future results.)*

                       Tax-Free Intermediate Bond Fund
                         Average Annual Total Return*
                                as of 6/30/95

                       1 year                       6.67%
                       Since inception (12/93)      2.23%

   Compared with INVESCO  Tax-Free  Intermediate  Bond Fund, the benchmark index
had a  higher  total  return  largely  because  the  index  represents  a higher
proportion of longer-term  bonds.  The average  duration of the Lehman  Brothers
Intermediate  Municipal Bond Index was 7.3 years as of 12/31/94 and 7.0 years as
of 6/30/95.  That compares to INVESCO Tax-Free Intermediate Bond Fund, which had
average durations of 5.8 years as of 12/31/94 and 6.1 years as of 6/30/95.
   The fund is well  positioned  to take  advantage of what we expect will be an
improving market for municipal bonds in the next six months. No restructuring of
the portfolio currently is anticipated, as we believe the market has overreacted
to flat-tax suggestions.
   Going forward,  we probably will increase duration modestly,  as we move into
higher  quality,  non-callable  bonds with the potential to appreciate in price.
For example, as of 6/30/95, 72.6% of the holdings in the fund were rated A minus
or better;  and 21.3% were rated AAA. Six months ago, 70.3% of the holdings were
rated A minus or better, and 0.6% were rated AAA.

Graph:   Geographical Diversification
         by value as of 6/30/95

  This map of the  United  States  is divided by region to show the geographical
  diversification of the issuers of securities in the Tax-Free Intermediate Bond
  Fund portfolio.
  West - 33%    Midwest - 15%    Northeast - 17%    South Central - 9%
  Southeast - 16%   Guam - 1%   Puerto Rico - 3%   Net Cash and Short Term - 6%

   In general,  our buying  decisions are based on bond  specifics,  rather than
geographic   preference.   Compared  to  a  year  ago,  the  fundAEs  geographic
distribution  reflects a slightly higher concentration by value in the Northeast
and slightly lower concentration in the West and the Midwest.

Graph:

   This  line  graph  compares  the  value of a $10,000  investment  in  INVESCO
   Tax-Free  Intermediate Bond Fund to the value of a $10,000  investment in the
   Lehman Intermediate  Municipal Bond Index, assuming in each case reinvestment
   of all  dividends  and capital  gain  distributions,  for the the period from
   inception (12/1/93) through 6/30/95.

   The chart above  illustrates  the value of a $10,000  investment  in Tax-Free
Intermediate   Bond  Fund,   plus   reinvested   dividends   and  capital   gain
distributions, for the period from inception (12/93) through 6/30/95.*
   The chart and other total return  figures cited reflect the fund's  operating
expenses, but of course, the benchmark index did not have expenses,  which would
have lowered its performance.
   As of 6/30/95,  INVESCO  Tax-Free  Intermediate  Bond Fund had an  annualized
30-day yield of 4.55%.  Because there is no federal  income tax on the dividend,
this yield is  equivalent to 6.59% for an investor in the 31% tax bracket -- and
7.53% for investors in the 39.6% bracket.*

<PAGE>

   *  Yield  calculated  according  to SEC  regulations.  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 vary so that,  when  redeemed,  an  investor's
shares may be worth more or less than when originally  purchased.  Income may be
subject to state and local taxes, and the federal  Alternative  Minimum Tax. The
Lehman  Brothers  Municipal Bond Index is an unmanaged  index of long-term bonds
considered   representative  of  the  overall   tax-exempt  market;  the  Lehman
Intermediate   Municipal  Bond  Index  is  an  unmanaged  index   indicative  of
intermediate-term tax-exempt obligations.


<PAGE>

<TABLE>
<CAPTION>

INVESCO Tax-Free Income Funds, Inc.
Statement of Investment Securities
June 30, 1995
<S>                                             <C>             <C>                <C>   

   Principal
Description                                        Amount              Cost             Value
TAX-FREE INTERMEDIATE BOND Fund
MUNICIPAL BONDS   95.69%
ALASKA   4.83%
Alaska Indl Dev & Export Auth,
   Ref Revolving Fund, Series 1994A,
   Lots 1-29, 5.700%, 4/1/2004                   $200,000          $200,000          $199,500
Municipality of Anchorage, Alaska,
   Gen Oblig Ref, Gen Purpose, 1993
   Series B, 4.900%, 8/1/2003                      25,000            25,000            24,469
                                                            ---------------   ---------------
                                                                    225,000           223,969
                                                            ---------------   ---------------
ARIZONA   2.15%
Pinal Cnty, Arizona (Mammoth-San Manuel
   Unified School Dist No 8), Ref,
   Series 1994, 6.000%, 7/1/2001                  100,000           100,000            99,875
                                                            ---------------   ---------------
CALIFORNIA   12.53%
Duarte, California (City of Hope Natl Med
   Ctr), Ctfs of Participation, Hosp Rev,
   5.500%, 4/1/2000                               150,000           147,744           147,562
Oxnard Redev Agency, California (Central
   City Revitilization Proj), Tax Allocation
   Ref, Series 1994A, 6.500%, 9/1/2004            230,000           230,000           232,875
West Covina, California (Queen of the Valley
   Hosp), Ctfs of Participation,
   5.700%, 8/15/2000                              200,000           194,904           201,000
                                                            ---------------   ---------------
                                                                    572,648           581,437
                                                            ---------------   ---------------
COLORADO   3.29%
Montrose Cnty, Colorado, Ctfs of
   Participation, 6.350%, 6/15/2006               150,000           148,500           152,437
                                                            ---------------   ---------------
DISTRICT OF COLUMBIA   0.50%
District of Columbia, Gen Oblig Ref,
   Series 1994A, 5.200%, 6/1/2003                  25,000            24,815            23,188
                                                            ---------------   ---------------
FLORIDA   1.62%
Miami Beach Redev Agency, Florida
   (City Ctr/Historic Convention Village),
   Tax Increment Rev, Series 1993, 5.100%,
   12/1/2003                                       80,000            80,000            75,200
                                                            ---------------   ---------------
GEORGIA   2.64%
Fulco Hosp Auth, Georgia (Saint Joseph's Hosp
   of Atlanta), Rev Anticipation Ctfs,
   Series 1994,
   5.000%, 10/1/2004                               70,000            69,994            65,712
   4.900%, 10/1/2003                               30,000            29,769            28,313
Muni Elec Auth of Georgia, Pwr Rev, Series CC,
   4.500%, 1/1/2002                                30,000            29,832            28,200
                                                            ---------------   ---------------
                                                                    129,595           122,225
                                                            ---------------   ---------------
<PAGE>

GUAM   0.61%
Guam Pwr Auth, Rev, 1993 Series A, 5.200%,
   10/1/2004                                       30,000            29,700            28,313
                                                            ---------------   ---------------
ILLINOIS   6.20%
Alton, Illinois (Barnes-Jewish Inc/Christian
   Hlth Svcs), Hlth Facils Rev,
   Series 1993, 4.800%, 5/15/2003                 225,000           207,163           208,969
Illinois Hsg Dev Auth, Hsg Dev Rev, 1993
   Series A, 5.000%, 1/1/2001                      20,000            20,188            19,425
Illinois Toll Hwy Auth, Toll Hwy Ref Rev,
   1993 Series A, 4.700%, 1/1/2001                 60,000            60,673            59,175
                                                            ---------------   ---------------
                                                                    288,024           287,569
                                                            ---------------   ---------------
LOUISIANA   4.44%
Louisiana Pub Facils Auth, Student Ln Rev,
   Series 1992A-1,
   6.200%, 3/1/2001                               200,000           204,150           206,000
                                                            ---------------   ---------------
MASSACHUSETTS   0.46%
Massachusetts Muni Wholesale Elec, Pwr
   Supply System Rev, 1992 Series B,
   6.375%, 7/1/2001                                20,000            21,379            21,175
                                                            ---------------   ---------------
MISSOURI   0.51%
Missouri Hlth & Edl Facils Auth
   (Barnes-Jewish Inc/Christian Hlth Svcs),
   Hlth Facils Rev, Series 1993, 4.600%,
   5/15/2003                                      25,000             24,340            23,562
                                                            ---------------   ---------------
NEVADA   3.08%
Nevada Hsg Div (Single Family Prog),
   1994 Issue B-1, Sr Rev,
   5.900%, 4/1/2003                               140,000           140,000           142,800
                                                            ---------------   ---------------
NEW HAMPSHIRE   4.80%
New Hampshire Hsg Fin Auth, Single Family
   Residential Mtg, 1994 Series D,
   5.850%, 1/1/2001                               220,000           220,000           222,475
                                                            ---------------   ---------------
NORTH CAROLINA   3.40%
North Carolina Eastern Muni Pwr Agency,
   Pwr System Rev Ref,
   Series 1993 C, 5.250%, 1/1/2004                140,000           143,987           134,225
North Carolina Med Care Commn (Moore
   Regl Hosp Proj), Hosp Rev,
   Series 1993, 4.500%, 10/1/2002                  25,000            24,490            23,438
                                                            ---------------   ---------------
                                                                    168,477           157,663
                                                            ---------------   ---------------
OHIO   1.03%
Ohio Bldg Auth, State Correctional Facils,
   Ref, 1994 Series A,
   4.600%, 10/1/2003                               50,000            49,658            47,875
                                                            ---------------   ---------------
OREGON   0.52%
Oregon Hsg & Cmnty Svcs Dept (Single
   Family Mtg Prog), Mtg Rev,
   1993 Series A, 4.500%, 7/1/2001                 25,000            24,875            24,219
                                                            ---------------   ---------------
<PAGE>

PENNSYLVANIA   13.01%
Philadelphia Hosp & Higher Ed Facils Auth,
   Pennsylvania (Northwestern Corp),
   Rev, 1994 Series, 6.500%, 6/1/2004             200,000           198,546           201,750
Philadelphia, Pennsylvania, Gas Wks Rev,
   Fifteenth Series, Sub Series 3,
   5.100%, 8/1/2004                               175,000           163,376           170,625
   5.000%, 8/1/2003                                65,000            64,756            63,538
Philadelphia, Pennsylvania, Wtr & Wastewtr
   Rev, Series 1995, 6.750%, 8/1/2005             150,000           166,385           167,437
                                                            ---------------   ---------------
                                                                    593,063           603,350
                                                            ---------------   ---------------
PUERTO RICO   3.56%
Commonwealth of Puerto Rico, Pub Impt 1995,
   Genl Oblig, 6.500%, 7/1/2003                   150,000           164,104           165,000
                                                            ---------------   ---------------
SOUTH DAKOTA   6.90%
Sioux Falls, South Dakota, Sales Tax Rev,
   Series 1991B, 6.300%, 11/15/2001                60,000            65,408            64,050
South Dakota, Student Ln Fin, Student Ln Rev,
   Series 1994-A, 5.850%, 8/1/2000                250,000           250,000           255,937
                                                            ---------------   ---------------
                                                                    315,408           319,987
                                                            ---------------   ---------------
TENNESSEE   0.43%
Knoxville, Tennessee, Wtr Rev Ref & Impt,
   Series M-1993, 4.500%, 3/1/1999                 20,000            20,128            19,825
                                                            ---------------   ---------------
TEXAS   0.52%
Trinity River Indl Dev Auth, Texas
   (Intl Paper Proj), Rev Ref, 1993 Series,
   4.900%, 12/1/2002                               25,000            24,813            24,313
                                                            ---------------   ---------------
VIRGINIA   8.66%
Norfolk Indl Dev Auth, Virginia (Sentara
   Hosps), Hosp Rev Ref,
   Series 1994A, 4.400%, 11/1/2002                175,000           164,651           162,531
Rivanna Wtr & Swr Auth, Virginia, Regl Wtr
   & Swr System Rev Ref,
   Series 1993, 4.500%, 10/1/2000                  50,000            50,581            49,312
Southeastern Pub Svc Auth, Virginia, Regl
   Solid Waste System, Sr Rev Ref Bonds,
   Series 1993A, 5.150%, 7/1/2009                 200,000           193,422           190,000
                                                            ---------------   ---------------
                                                                    408,654           401,843
                                                            ---------------   ---------------
WASHINGTON   8.67%
Tacoma, Washington, Swr Rev, 1995 Series B,
   5.500%, 12/1/2011                              200,000           196,806           191,750
Washington Pub Pwr Supply System, Ref Elec Rev,
   Nuclear Proj #1, Series 1993-1A,
   5.100%, 7/1/2000                                20,000            20,307            19,675
   Nuclear Proj #3, Series 1993-3A,
   4.900%, 7/1/2004                               135,000           128,521           127,575
Wenatchee, Washington, Wtr & Swr Rev Ref,
   1994, 4.600%, 12/1/2002                         65,000            65,000            63,375
                                                            ---------------   ---------------
                                                                    410,634           402,375
                                                            ---------------   ---------------
<PAGE>

WISCONSIN   1.33%
Saint Croix Cnty, Wisconsin, Gen Oblig
   Govt Ctr Ref, Series 1994A,
   4.650%, 10/1/2003                               65,000            65,000            61,831
                                                            ---------------   ---------------
TOTAL MUNICIPAL BONDS                                             4,452,965         4,438,506
                                                            ---------------   ---------------

SHORT-TERM  INVESTMENTS -- MUNICIPAL NOTES 4.31% TEXAS 4.31% Grapevine Indl Dev,
Texas (American Airlines
   Proj), Multi-Mode Rev, Issue A4,
   4.350%, 12/1/2024~                             200,000           200,000           200,000
                                                            ---------------   ---------------
TOTAL INVESTMENT SECURITIES   100.00%<<                         $4,652,965#        $4,638,506
                                                            ===============   ===============

TAX-FREE  LONG-TERM BOND Fund MUNICIPAL BONDS 93.96% ALASKA 0.31% Alaska Hsg Fin
Corp (Veterans Mtg Prog),
   Collateralized Gen Oblig,
   1990 First Series, 7.500%, 12/1/2030+          770,000           767,112           799,837
                                                            ---------------   ---------------
ARIZONA   0.42%
Arizona Edl Ln Marketing, 1992 Edl Ln Rev,
   Series B, 7.000%, 3/1/2005                   1,000,000           988,750         1,061,250
                                                            ---------------   ---------------
CALIFORNIA   8.88%
Foothill/Eastern Transportation Corridor
   Agency, California, FR, Toll Rd, Rev,
   Series 1995A, 6.000%, 1/1/2034               2,000,000         1,794,911         1,802,500
Los Angeles Cnty Metro Transportation Auth,
   California, Proposition C Sales Tax Rev,
   2nd Sr Bonds, Series 1993-B,
   5.250%, 7/1/2023                             6,255,000         5,710,085         5,543,494
San Diego, California (AMBAC Proj), Swr Rev,
   Series A, 5.000%, 5/15/2023                  3,500,000         3,050,086         2,988,125
San Francisco Bay Area Rapid Transit Dist,
   California, Sales Tax Rev,
   Series 1995, 5.500%, 7/1/2020                1,565,000        1,493,354          1,445,669
Southern California Pub Pwr Auth (San Juan
   Unit 3 Pwr Proj), Rev,
   1993 Series A, 5.000%, 1/1/2020              7,500,000         6,820,222         6,459,375
University of California, Multi Purpose Proj-C,
   Rev Ref, Series B, 5.125%, 9/1/2018          5,000,000         4,513,630         4,400,000
                                                            ---------------   ---------------
                                                                 23,382,288        22,639,163
                                                            ---------------   ---------------
COLORADO   5.03%
Colorado Springs, Colorado, Utils Systems Impt
   and Ref Rev, Series 1994A,
   5.125%, 11/15/2019                           1,000,000           892,505           890,000
   5.125%, 11/15/2023                           4,780,000         4,352,573         4,188,475
Denver, Colorado, City and Cnty Airport System,
   Rev, Series 1995A,
   5.700%, 11/15/2025                           6,400,000        6,168,000          6,000,000
Fountain Valley Auth, Colorado, Wtr Treatment
   Ref Rev, Series 1991,
   6.800%, 12/1/2019                            1,140,000         1,167,137         1,204,125
Montrose Cnty, Colorado, Ctfs of Participation,
   6.350%, 6/15/2006                              150,000           148,500           152,437
San Miguel, Colorado (School Dist #R1 of
   Telluride), MBIA, 5.500%, 12/1/2012~~          400,000           389,077           388,000
                                                            ---------------   ---------------
                                                                 13,117,792        12,823,037
                                                            ---------------   ---------------
<PAGE>

FLORIDA   2.24%
Greater Orlando Aviation Auth, Florida,
   Airport Facils Rev, Series 1988,
   8.375%, 10/1/2016                              490,000           488,801           554,312
Orlando Utils Commn, Florida, Wtr and
   Elec Rev, Series 1993,
   5.000%, 10/1/2023                            6,000,000         5,375,533         5,152,500
                                                            ---------------   ---------------
                                                                  5,864,334         5,706,812
                                                            ---------------   ---------------
GEORGIA   3.13%
Atlanta, Georgia, Airport Facils Rev,
   Series 1990, 7.250%, 1/1/2017                2,000,000         2,057,510         2,162,500
Atlanta, Georgia (Delta Air Lines Proj),
   Special Purpose Facils Rev, Series 1989B,
   7.900%, 12/1/2018                            2,500,000         2,553,464         2,634,375
   7.400%, 12/1/1999                            3,000,000         3,099,794         3,168,750
                                                            ---------------   ---------------
                                                                  7,710,768         7,965,625
                                                            ---------------   ---------------
ILLINOIS   8.63%
Chicago, Illinois (Chicago-O'Hare Intl
   Airport), Gen Airport Rev,
   1988 Series A, 8.200%, 1/1/2018              2,750,000         2,807,452         2,915,000
   1990 Series A, 7.500%, 1/1/2016              3,000,000         2,880,000         3,236,250
Chicago, Illinois (Peoples Gas Light & Coke),
   First & Ref Mtg, Series CC,
   Medium Term Nts, 6.875%, 3/1/2015            2,875,000         2,977,023         3,083,437
Chicago, Illinois, Skyway Toll Bridge Ref Rev,
   Series 1994, 6.750%, 1/1/2014                2,775,000         2,806,366         2,781,938
Cook Cnty, Illinois, Gen Oblig, Series 1993A,
   5.000%, 11/15/2023+                          5,540,000         4,997,481         4,695,150
Illinois Hlth Facils Auth (Northwestern Mem
   Hosp), Rev, Series 1991,
   6.750%, 8/15/2011                            5,000,000         4,950,000         5,287,500
                                                            ---------------   ---------------
                                                                 21,418,322        21,999,275
                                                            ---------------   ---------------
INDIANA   10.29%
Dekalb Cnty Redev Auth, Indiana (Mini-Mill
   Loc Pub Impt Proj), Rev,
   Series A 1995, 6.500%, 1/15/2014             1,900,000         1,796,123         1,824,000
Indiana Bond Bank (State Revolving Fund Prog),
   State Match Rev, Series 1993A,
   6.000%, 2/1/2015                             4,500,000         4,212,865         4,291,875
Indiana Transportation Fin Auth, Airport
   Facils Lease Rev, Series A,
   6.750%, 11/1/2011                            1,500,000         1,479,940         1,563,750
   5.500%, 11/1/2017                            7,000,000         6,490,847         6,221,250
Indianapolis Airport Auth, Indiana, Airport
   Rev of 1988, 8.400%, 7/1/2008                2,000,000         2,086,441         2,202,500
Indianapolis Airport Auth, Indiana (United
   Air Lines/Indianapolis Maintenance
   Ctr Proj), Special Facil Rev, Series
   1995A, 6.500%, 11/15/2031                    2,750,000         2,646,875         2,646,875
Indianapolis, Indiana, Gas Util System Rev
   Ref, Series 1993A, 5.375%, 6/1/2021          1,265,000         1,161,948         1,133,756
<PAGE>

Indianapolis Local Pub Impt Bond Bank,
   Indiana, Impt Rev, Series 1991C,
   6.700%, 1/1/2017                             3,750,000         3,578,438         3,834,375
Princeton, Indiana (Pub Svc of Indiana
   Proj B), PCR Ref, 1979 Series,
   6.625%, 3/1/2004                             2,500,000         2,071,220         2,506,250
                                                            ---------------   ---------------
                                                                 25,524,697        26,224,631
                                                            ---------------   ---------------
KENTUCKY   2.42%
Kenton Cnty Airport Brd, Kentucky (Greater
   Cincinnati Intl Airport), Airport Rev,
   Series 1987A, 8.750%, 3/1/2015               1,645,000         1,603,875         1,764,262
Kentucky Turnpike Auth (Revitalization Proj),
   Econ Dev Road and Rev Ref,
   Series 1995, 6.500%, 7/1/2007                4,000,000         4,364,616         4,395,000
                                                            ---------------   ---------------
                                                                  5,968,491         6,159,262
                                                            ---------------   ---------------
MASSACHUSETTS   6.60%
Massachusetts Bay Transportation Auth, Gen
   Transportation System, 1995 Series A,
   5.600%, 3/1/2008                             3,000,000         2,986,170         2,988,750
Massachusetts Indl Fin Agency (Massachusetts
   REFUSETECH Proj), Resource
   Recovery Rev Ref, Series 1993A,
   6.300%, 7/1/2005                             8,000,000         7,687,060         8,130,000
Massachusetts Wtr Resources Auth, Gen Rev,
1993 Series C, 5.250%, 12/1/2020                6,500,000         5,790,180         5,703,750
                                                            ---------------   ---------------
                                                                 16,463,410        16,822,500
                                                            ---------------   ---------------
MICHIGAN   2.94%
Battle Creek, Tax Increment Fin Auth, Michigan,
   Rev, 1994 Dev, 7.300%, 5/1/2010              1,195,000         1,193,068         1,293,587
Detroit Convention Facil, Michigan (Cobo Hall
   Expansion Proj), Ltd Tax Rev Ref,
   Series 1993, 5.250%, 9/30/2012               2,185,000        2,090,084          1,955,575
Michigan Pub Pwr Agency (Belle River Proj),
   Rev Ref, 1993 Series B, 5.000%, 1/1/2019     3,000,000         2,751,571         2,576,250
Michigan State Trunk Line Fund, Rev, Series
   1992A, Cap Appreciation, 10/1/2012           4,635,000         1,654,138         1,674,394
                                                            ---------------   ---------------
                                                                  7,688,861         7,499,806
                                                            ---------------   ---------------
MISSISSIPPI   1.17%
Claiborne Cnty, Mississippi (System Energy
   Resources Proj), A/FR, PCR,
   Series A, 9.500%, 12/1/2013                    750,000           750,000           855,937
   Series E, 9.500%, 4/1/2016                   2,000,000         1,990,000         2,117,500
                                                            ---------------   ---------------
                                                                  2,740,000         2,973,437
                                                            ---------------   ---------------
NEVADA   1.63%
Clark Cnty, Nevada (Las Vegas/Macarran Airport
   Proj), Pass Facil Chg Rev,
   Series A, 5.750%, 7/1/2023~~                 4,500,000         4,165,290         4,151,250
                                                            ---------------   ---------------
NEW HAMPSHIRE   0.44%
New Hampshire Hsg Fin Auth, Single Family
   Residential Mtg, 1994 Series D,
   6.850%, 7/1/2006                             1,080,000         1,080,000         1,119,150
                                                            ---------------   ---------------
<PAGE>

NEW YORK   9.41%
New York Loc Govt Assistance Corp (Pub Benefit
   Corp of the State of New York),
   Series 1993D, 5.000%, 4/1/2023               2,500,000         2,091,729         2,100,000
   Series 1993E Ref, 5.000%, 4/1/2021           5,000,000         4,407,318         4,250,000
New York Pwr Auth, Gen Purpose, Series CC,
   5.250%, 1/1/2018                             5,000,000         4,627,865         4,518,750
Oneida-Herkimer Solid Waste Mgmt Auth,
   New York, Solid Waste System Rev,
   Series 1992, 6.750%, 4/1/2014                2,000,000        1,825,163          2,047,500
Rensselaer Muni Leasing Corp, New York
   (Rensselaer Cnty Nursing Home Proj),
   Leasehold Mtg Rev, Series 1994B, 6.250%,
   6/1/2004                                    1,700,000          1,582,512         1,685,125
Triborough Bridge and Tunnel Auth, New York,
   Gen Purpose Rev,
   Series 1994A, 5.000%, 1/1/2024               3,565,000         3,091,613         3,039,162
   Series B, 5.000%, 1/1/2020                   1,935,000         1,755,120         1,700,381
   Series Y, 5.500%, 1/1/2017                   4,900,000         4,689,589         4,636,625
                                                            ---------------   ---------------
                                                                 24,070,909        23,977,543
                                                            ---------------   ---------------
NORTH CAROLINA   2.45%
Greensboro, North Carolina, Combined
   Enterprise System Rev, Series 1995A,
   5.375%, 6/1/2019                             2,500,000         2,428,125         2,337,500
North Carolina Muni Pwr Agency Number 1,
   Catawba Elec Rev, Series 1992,
   6.250%, 1/1/2017                             4,000,000         3,816,520         3,905,000
                                                            ---------------   ---------------
                                                                  6,244,645         6,242,500
                                                            ---------------   ---------------
OHIO   0.41%
Ohio Air Quality Dev Auth (Cincinnati Gas
   & Elec Proj), PCR, 1985 Series,
   10.125%, 12/1/2015                           1,000,000           995,000         1,045,000
                                                            ---------------   ---------------
PENNSYLVANIA   4.93%
Allegheny Cnty Indl Dev Auth, Pennsylvania
   (FHA Insured Mtg-Baldwin Hlth Ctr),
   Specialized Enterprise Rev, 8.350%, 2/1/2016  650,000            671,974           677,625
Montgomery Cnty Higher Ed & Hlth Auth,
   Pennsylvania (Northwestern Corp),
   Rev, 1994 Series,
   7.125%, 6/1/2018                             2,050,000         2,020,993         2,001,313
   7.000%, 6/1/2012                               700,000           691,180           679,875
Pennsylvania Convention Ctr Auth, Ref Rev,
   1994 Series A, 6.600%, 9/1/2009              4,465,000         4,422,984         4,504,069
Philadelphia Hosps & Higher Edl Facils Auth,
   Pennsylvania (Northwestern Corp),
   Rev, 1994 Series,
   7.000%, 6/1/2012                             1,530,000         1,510,722         1,493,663
   6.500%, 6/1/2004                             1,080,000         1,072,148         1,089,450
Philadelphia, Pennsylvania, Wtr & Wastewtr Rev,
   Series 1995, 6.250%, 8/1/2012                2,050,000         2,166,907         2,126,875
                                                            ---------------   ---------------
                                                                 12,556,908        12,572,870
                                                            ---------------   ---------------
<PAGE>

PUERTO RICO   3.38%
Commonwealth of Puerto Rico, Gen Oblig, Pub
   Impt Ref, Series 1995, 6.250%, 7/1/2008      4,975,000         5,388,596         5,385,438
Univ of Puerto Rico, Univ System Rev,
   Series M, 5.250%, 6/1/2025                   3,525,000         3,216,949         3,225,375
                                                            ---------------   ---------------
                                                                  8,605,545         8,610,813
                                                            ---------------   ---------------
RHODE ISLAND   1.43%
Rhode Island Depositors Econ Protection,
   Special Oblig,
   1992 Series A, 6.950%, 8/1/2022              1,500,000         1,500,000         1,711,875
   1993 Series A, 5.750%, 8/1/2012              2,000,000         1,903,815         1,927,500
                                                            ---------------   ---------------
                                                                  3,403,815         3,639,375
                                                            ---------------   ---------------
SOUTH CAROLINA   4.48%
Myrtle Beach Pub Facils Corp, South Carolina
   (City of Myrtle Beach Convention
   Ctr Proj), Ctfs of Participation,
   Series 1992, 6.875%, 7/1/2017                2,500,000         2,512,233         2,559,375
South Carolina Pub Svc Auth, Rev, 1993
   Ref Series C, 5.125%, 1/1/2021               6,365,000         5,623,922         5,633,025
South Carolina Sch Fing (School District
   #2 of Sumter Cnty Proj), Ctfs of
   Participation, Series 1990A, 8.125%,
   4/1/2010                                     3,000,000         3,229,562         3,228,750
                                                            ---------------   ---------------
                                                                 11,365,717        11,421,150
                                                            ---------------   ---------------
TEXAS   3.87%
Austin, Texas, Combined Util Systems Rev Ref
   - Sub Lien Rev Ref, Series 1985,
   7.000%, 11/15/2015                           1,000,000           925,513         1,011,250
Austin, Texas, Wtr, Swr & Elec Ref Rev,
   Series 1982, 14.000%, 11/15/2001               500,000           499,063           677,538
Dallas-Fort Worth Intl Airport Facil Impt,
   Texas (Delta Air Lines),
   Rev Ref, Series 1993, 6.250%, 11/1/2013      1,375,000         1,375,000         1,318,281
San Antonio, Texas, Elec & Gas Systems Rev
   Ref, Series 1991-B, Cap Appreciation,
   2/1/2010                                    10,000,000         4,189,957         4,175,000
Texas Muni Pwr Agency, Ref Rev, Series 1989,
   Cap Appreciation, 9/1/2010                   6,650,000         2,700,630         2,676,625
                                                            ---------------   ---------------
                                                                  9,690,163         9,858,694
                                                            ---------------   ---------------
UTAH   3.46%
Intermountain Pwr Agency, Utah, Pwr Supply Rev
   Ref, 1993 Series A, 5.000%, 7/1/2023         2,055,000         1,772,698         1,762,163
Salt Lake City, Utah (IHC Hosps), Hosp Rev,
   Series 1992, 6.300%, 2/15/2015               5,000,000         4,971,500         5,043,750
Utah Hsg Fin Agency (Federally Insured or
   Gtd Mtg Lns), Single Family Mtg,
   1994 Issue E-1 Term Mezzanine,
   6.450%, 7/1/2011                             2,000,000         2,000,000         2,017,500
                                                            ---------------   ---------------
                                                                  8,744,198         8,823,413
                                                            ---------------   ---------------
<PAGE>

VERMONT   0.40%
Vermont Hsg Fin Agency, Single Family Hsg,
   Series 5, 6.875%, 11/1/2016                  1,000,000         1,000,000         1,025,000
                                                            ---------------   ---------------
WASHINGTON   5.61%
Grant Cnty Pub Util Dist #2, Washington,
   Hydro-Elec Dev Rev, Second Series 1990,
   (Priest Rapids), 7.700%, 1/1/2018            3,000,000         2,985,000         3,236,250
   (Wanapum), 7.700%, 1/1/2018                  1,050,000         1,036,875         1,136,625
Vancouver, Washington, Wtr & Swr Rev,
   Series 1993, 5.500%, 6/1/2013                1,955,000         1,943,153         1,842,588
Washington, Gen Oblig, Motor Vehicle Fuel
   Tax Rev, Series 1993B, 5.500%, 5/1/2018      2,500,000         2,427,000         2,343,750
Washington Pub Pwr Supply System Ref Elec Rev,
   Nuclear Proj #2, Series 1990B,
   7.000%, 7/1/2012                             2,800,000         2,835,694         2,940,000
   Nuclear Proj #3, Series 1990B,
   7.250%, 7/1/2015                             2,500,000         2,526,249         2,796,875
                                                            ---------------   ---------------
                                                                 13,753,971        14,296,088
                                                            ---------------   ---------------
TOTAL MUNICIPAL BONDS                                           237,310,986       239,457,481
                                                            ---------------   ---------------

SHORT-TERM  INVESTMENTS  -- MUNICIPAL  NOTES 6.04% ARIZONA 0.51%  Maricopa Cnty,
Arizona (Arizona Pub Svc,
   Palo Verde Proj), AR, PCR Ref,
   1994 Series B, 4.200%, 5/1/2029~             1,300,000        1,300,000          1,300,000
                                                            ---------------   ---------------
COLORADO   0.98%
Colorado Hlth Facils Auth (Sisters of
   Charity Hlth Care Systems Proj), ATS,
   Series 1992C, 4.000%, 5/15/2022~             2,500,000        2,500,000          2,500,000
                                                            ---------------   ---------------
KANSAS   0.20%
Kansas City, Kansas (PQ Corp-Kansas City
   Proj), Indl Ref Rev, ATS, Series 1985,
   4.350%, 8/1/2015~                              500,000           500,000           500,000
                                                            ---------------   ---------------
MICHIGAN   0.35%
Michigan Strategic Fund (Consumers Pwr
   Proj), VRD, PCR Ref,
   Series 1988A, 4.250%, 4/15/2018~               900,000           900,000           900,000
                                                            ---------------   ---------------
MISSISSIPPI   0.39%
Jackson Cnty, Mississippi (Chevron USA
   Proj), AR, PCR Ref,
   Series 1993, 4.050%, 6/1/2023~               1,000,000        1,000,000          1,000,000
                                                            ---------------   ---------------
NEW YORK   1.18%
New York City Muni Wtr Fin Auth, Wtr & Swr
   System Rev, AR, 1993 Series C,
   4.250%, 6/15/2022~                           1,000,000         1,000,000         1,000,000
   4.250%, 6/15/2023~                           2,000,000         2,000,000         2,000,000
                                                            ---------------   ---------------
                                                                  3,000,000         3,000,000
                                                            ---------------   ---------------
PENNSYLVANIA 0.75%
Allegheny Cnty Hosp Dev Auth, Pennsylvania
   (Presbyterian-Univ Hlth System, Inc),
   VR, Hlth Ctr Rev, Series 1990 D,
   3.950%, 3/1/2020~                            1,000,000         1,000,000         1,000,000
<PAGE>

Bucks Cnty Indl Dev Auth, Pennsylvania
   (SHV Real Estate Inc Proj), VRD, IDR Ref,
   1985 Series, 2.900%, 7/1/2015~                 900,000           900,000           900,000
                                                            ---------------   ---------------
                                                                  1,900,000         1,900,000
                                                            ---------------   ---------------
TEXAS   0.39%
North Central Texas Hlth Facils Dev Corp
   (Presbyterian Med Ctr Proj), Hosp Rev,
   DATES, Series 1985C, 4.350%, 12/1/2015~      1,000,000         1,000,000         1,000,000
                                                            ---------------   ---------------
VIRGINIA   0.82%
Peninsula Ports Auth of Virginia (Dominion
   Terminal Assoc Proj), Coal Terminal
   Rev Ref, DATES, Series 1987-C,
   4.250%, 7/1/2016~                              100,000           100,000           100,000
Peninsula Ports Auth of Virginia (Shell
   Coal & Terminal Proj), Port Facil
   Ref Rev, UPDATES, 1987 Series,
   4.150%, 12/1/2005~                           2,000,000         2,000,000         2,000,000
                                                            ---------------   ---------------
                                                                  2,100,000         2,100,000
                                                            ---------------   ---------------
WYOMING   0.47%
Sublette Cnty, Wyoming (Exxon Proj),
   PCR, DATES, Series 1984,
   4.200%, 11/1/2014~                           1,200,000         1,200,000         1,200,000
                                                            ---------------   ---------------
TOTAL MUNICIPAL SHORT-TERM NOTES                                 15,400,000        15,400,000
                                                            ---------------   ---------------
TOTAL INVESTMENT SECURITIES   100.00%<<                       $252,710,986#      $254,857,481
                                                            ===============   ===============
<FN>

The  following  abbreviations  may be used in portfolio  descriptions:  A/FR* --
Adjustable/Fixed   Rate  AR*  --  Adjustable  Rate  ATS*  --  Adjustable  Tender
Securities  DATES* -- Daily  Adjustable  Tax-Exempt  Securities FR -- Fixed Rate
F/FR  --  Floating/Fixed  Rate  IDR --  Industrial  Development  Revenue  PCR --
Pollution  Control Revenue TEAMS* -- Tax-Exempt  Adjustable Mode Securities TECP
-- Tax-Exempt  Commercial Paper TRAN -- Tax & Revenue  Anticipation Notes VR* --
Variable Rate VRD* -- Variable Rate Demand

*        Rate is subject to change.  Rate shown reflects current rate.

~        All securities with a maturity date greater than one year have either a
         variable rate, demand  feature,  optional or mandatory put resulting in
         an effective maturity of one year or less.  Rate shown reflects current
         rate.

<<       Percentages are expressed in relation to total investment value.

#        Also represents cost for income tax purposes.

+        Security has been designated as collateral for when-issued securities.

~~       Security is a when-issued security.

</FN>
</TABLE>

See Notes to Financial Statements

<PAGE>

INVESCO Tax-Free Income Funds, Inc.
Statement of Assets and Liabilities
June 30, 1995

                                                 Tax-Free          Tax-Free
                                             Intermediate         Long-Term
                                                Bond Fund         Bond Fund
ASSETS
Investment Securities:
  At Cost                                      $4,652,965      $252,710,986
                                           ==============    ==============
  At Value                                     $4,638,506      $254,857,481
Cash                                               59,859            94,664
Receivables:
  Investment Securities Sold                      121,500           342,717
  Fund Shares Sold                                  6,264             6,902
  Interest                                         73,640         4,566,466
Prepaid Expenses and Other Assets                   9,779            44,679
                                           --------------    --------------
TOTAL ASSETS                                    4,909,548       259,912,909
                                           --------------    --------------
LIABILITIES
Payables:
  Distributions to Shareholders                     1,317           253,523
  Investment Securities Purchased                       0         4,914,839
  Fund Shares Repurchased                               0            99,951
Accrued Distribution Expenses                       1,033            53,549
Accrued Expenses and Other Payables                   134             6,759
                                           --------------    --------------
TOTAL LIABILITIES                                   2,484         5,328,621
                                           --------------    --------------
Net Assets at Value                            $4,907,064      $254,584,288
                                           ==============    ==============
NET ASSETS
Paid-in Capital*                               $5,059,028      $249,281,887
Accumulated Undistributed Net Realized
   Gain (Loss) on Investment Securities         (137,505)         3,155,906
Net Appreciation (Depreciation) of
   Investment Securities                         (14,459)         2,146,495
                                           --------------    --------------
Net Assets at Value                            $4,907,064     $ 254,584,288
                                           ==============    ==============
Shares Outstanding                                506,037        16,896,247
Net Asset Value, Offering and Redemption
  Price per Share                                   $9.70            $15.07
                                           ==============    ==============

     * The Fund has 500 million  authorized shares of common stock, par value of
$0.01 per  share.  Of such  shares,  100  million  have been  allocated  to each
individual Fund.

See Notes to Financial Statements

<PAGE>

<TABLE>
<CAPTION>


INVESCO Tax-Free Income Funds, Inc.
Statement of Operations
Year Ended June 30, 1995

                                                                Tax-Free             Tax-Free
                                                            Intermediate            Long-Term
                                                               Bond Fund            Bond Fund
<S>                                                       <C>                   <C>   
INVESTMENT INCOME
INTEREST INCOME                                                 $250,382          $16,650,519
                                                          --------------        --------------
EXPENSES
Investment Advisory Fees                                          23,812            1,471,474
Distribution Expenses                                             11,906              668,852
Transfer Agent Fees                                               12,446              390,390
Administrative Fees                                               10,714               50,131
Custodian Fees and Expenses                                            0               19,806
Directors' Fees and Expenses                                       3,636               24,217
Pricing Expenses                                                   8,155               17,222
Professional Fees and Expenses                                    12,441               36,066
Registration Fees and Expenses                                    29,208               56,076
Reports to Shareholders                                            2,428               48,718
Other Expenses                                                     2,002               10,425
                                                          --------------       --------------
  TOTAL EXPENSES                                                 116,748            2,793,377
Fees and Expenses Absorbed by Investment Adviser                (83,417)            (337,331)
                                                          --------------       --------------
  NET EXPENSES                                                    33,331            2,456,046
                                                          --------------       --------------
NET INVESTMENT INCOME                                            217,051           14,194,473
                                                          --------------       --------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on Investment Securities               (56,737)            4,076,999
Change in Net Appreciation (Depreciation)
      of Investment Securities                                   136,725          (2,732,724)
                                                          --------------       --------------
NET GAIN ON INVESTMENT SECURITIES                                79,988             1,344,275
                                                          --------------       --------------
Net Increase in Net Assets from Operations                     $ 297,039          $15,538,748
                                                          ==============       ==============

See Notes to Financial Statements

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


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

                                                 Tax-Free                            Tax-Free
                                             Intermediate                           Long-Term
                                                Bond Fund                           Bond Fund

                                   Year            Period
                                  Ended             Ended
                                June 30           June 30                  Year Ended June 30
                         -------------- ----------------- -----------------  ----------------
                                   1995              1994              1995              1994
                                                 (Note 1)
<S>                      <C>            <C>               <C>                <C>    
OPERATIONS
Net Investment Income          $217,051           $74,379       $14,194,473       $16,666,737
Net Realized Gain (Loss) on
   Investment Securities       (56,737)          (80,768)         4,076,999         5,656,623
Change in Net Appreciation
   (Depreciation) of Investment
   Securities                   136,725         (151,184)       (2,732,724)      (24,787,358)
                         -------------- ----------------- -----------------  ----------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM OPERATIONS       297,039         (157,573)        15,538,748       (2,463,998)
                         -------------- ----------------- -----------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income         (217,051)          (74,379)      (14,194,473)      (16,666,737)
Net Realized Gain on Investment
   Securities                         0                 0       (5,294,008)       (1,283,708)
                         -------------- ----------------- -----------------  ----------------
TOTAL DISTRIBUTIONS           (217,051)          (74,379)      (19,488,481)      (17,950,445)
                         -------------- ----------------- -----------------  ----------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares 6,937,416        10,723,526        79,885,898       169,873,081
Reinvestment of Distributions   200,954            68,051        15,594,840        14,182,038
                         -------------- ----------------- -----------------  ----------------
                              7,138,370        10,791,577        95,480,738       184,055,119
Amounts Paid for Repurchases
   of Shares                (7,394,573)       (5,476,346)     (119,353,364)     (213,473,274)
                         -------------- ----------------- -----------------  ----------------
NET INCREASE (DECREASE) IN
   NET ASSETS FROM FUND
   SHARE TRANSACTIONS         (256,203)         5,315,231      (23,872,626)      (29,418,155)
                         -------------- ----------------- -----------------  ----------------
Total Increase (Decrease)
   in Net Assets              (176,215)         5,083,279      (27,822,359)      (49,832,598)
NET ASSETS
Beginning of Period           5,083,279                 0       282,406,647       332,239,245
                         -------------- ----------------- -----------------  ----------------
End of Period                $4,907,064        $5,083,279      $254,584,288      $282,406,647
                         ============== ================= =================  ================

FUND SHARE TRANSACTIONS
Shares Sold                     726,499         1,093,812         5,319,259        10,559,603
Shares Issued from Reinvestment
   of Distributions              21,115             7,078         1,046,647           878,062
                         -------------- ----------------- -----------------  ----------------
                                747,614         1,100,890         6,365,906        11,437,665
Shares Repurchased            (775,587)         (566,880)       (7,938,397)      (13,294,922)
                         -------------- ----------------- -----------------  ----------------
Net Increase (Decrease)
   in Fund Shares              (27,973)           534,010       (1,572,491)       (1,857,257)
                         ============== ================= =================  ================

See Notes to Financial Statements
</TABLE>



<PAGE>

INVESCO Tax-Free Income Funds, Inc.
Notes to Financial Statements

     NOTE  1  --  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.  INVESCO
Tax-Free Income Funds, Inc. (the "Fund") a Maryland Corporation, consists of two
separate  Funds:  Tax-Free  Intermediate  Bond Fund and Tax-Free  Long-Term Bond
Fund.  The Fund is  registered  under the  Investment  Company  Act of 1940 (the
"Act") as a diversified,  open-end  management  investment  company.  Investment
operations of Tax-Free Intermediate Bond Fund commenced on December 1, 1993.

      The following is a summary of significant accounting policies consistently
      followed by the Fund in the preparation of its financial statements.
A.    SECURITY VALUATION -- The Fund values municipal securities (including 
      commitments to purchase such securities on a when-issued basis) on the 
      basis of prices provided by a pricing  service  approved by the Fund's  
      board of directors  which,  in 
      determining  values,  uses  information  with respect to  transactions  in
      bonds,  quotations  from bond dealers,  market  transactions in comparable
      securities  and  various  relationships  between  securities.  Under these
      procedures,  municipal securities are valued based upon market quotations,
      if available.  Non-tax-exempt  securities for which market  quotations are
      readily available are valued at market value based upon such quotations.
            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,  or at market
      value if maturity is greater than 60 days.
B.    WHEN-ISSUED SECURITIES --When-issued securities held by the Fund are fully
      collateralized by other securities which are notated in the accompanying 
      Statement of Investment Securities. Such collateral is in the possession 
      of the Fund's custodian.  The collateral is evaluated daily to ensure its
      market value equals or exceeds the current market value of the when-issued
      securities.
C.    SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security 
      transactions are accounted for on the trade date. Securities purchased or 
      sold on a when-issued or delayed-delivery basis may be settled a month or
      more after trade date.  Interest income is recorded on the accrual basis.
      The Fund amortizes original issue discounts and premiums paid on the 
      purchase of securities as adjustments to interest income.  Cost is 
      determined on the specific identification basis.
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 June 30, 1995,  Tax-Free  Intermediate  Bond Fund
      had $136,695 in net capital loss carryovers which expire in the year 2003.
            Tax-Free  Intermediate  Bond  Fund  incurred  and  elected  to defer
      post-October  31 net  capital  losses of $810 to the year  ended  June 30,
      1996.  To the extent  future  capital  gains are  offset by  capital  loss
      carryovers  and deferred  post-October  31 losses,  such gains will not be
      distributed to shareholders.
            Dividends  paid  by  the  Fund  from  net   investment   income  and
      distributions  of net realized  short-term  capital gains are, for federal
      income tax purposes, taxable as ordinary income to shareholders.
            Of the  ordinary  income  distributions  declared for the year ended
      June 30, 1995, 97.55% and 99.41% were exempt from federal income taxes for
      Tax-Free   Intermediate   Bond  and   Tax-Free   Long-Term   Bond   Funds,
      respectively.

<PAGE>

E.    DIVIDENDS  AND  DISTRIBUTIONS  TO  SHAREHOLDERS  --  All  the  Fund's  net
      investment  income is distributed to  shareholders  by dividends  declared
      daily and paid  monthly.  Reinvestment  of  dividends  is  effected at the
      month-end  net asset value.  The Fund  distributes  net  realized  capital
      gains, if any, to its  shareholders  at least  annually,  if not offset by
      capital loss carryovers.
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.

     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
-------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund     0.50%             0.40%             0.30%
Tax-Free Long-Term Bond Fund        0.55%             0.45%             0.35%

      In accordance with a Sub-Advisory  Agreement between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG, investment  decisions of each
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG.
      In  accordance  with an  Administrative  Agreement,  each Fund pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.015% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.
      IFG  receives  a  transfer  agent  fee at an  annual  rate of  $20.00  per
shareholder  account, or per participant in an omnibus account. IFG may pay such
fee for participants in omnibus accounts to affiliates or third parties. The fee
is paid  monthly at  one-twelfth  of the annual fee and is based upon the actual
number of accounts in existence during each month.
      A plan of  distribution  pursuant  to Rule 12b-1 of the Act  provides  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of  average  annual  net  assets.  Amounts
accrued by the Tax-Free  Long-Term  Bond Fund are  available  to  reimburse  the
Distributor  for  actual  expenditures  incurred  within a rolling  twelve-month
period.  Amounts accrued by the Tax-Free Intermediate Bond Fund are available to
reimburse the  Distributor  for actual  expenditures  incurred  within a rolling
twenty-four-month   period  (ending  November  30,  1995),  and  for  a  rolling
twelve-month  period  thereafter.  For the year  ended June 30,  1995,  Tax-Free
Intermediate Bond and Tax-Free Long-Term Bond Funds paid the Distributor $11,963
and $677,992, respectively, for reimbursement of expenses incurred.
      IFG has voluntarily agreed, in some instances,  to absorb certain fees and
expenses incurred by each Fund commencing December 1, 1993 and September 1, 1994
for Tax-Free Intermediate and Long- Term Bond Funds, respectively.

<PAGE>

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended June
30, 1995,  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
--------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund         $971,193           $1,254,681
Tax-Free Long-Term Bond Fund         229,715,705          251,769,746

There were no purchases or sales of U.S. Government securities.

NOTE  4  --  APPRECIATION  AND  DEPRECIATION.   At  June  30,  1995,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting  net  appreciation  (depreciation)  by Fund were as
follows:
                                                                             Net
                                        Gross             Gross     Appreciation
Fund                             Appreciation      Depreciation   (Depreciation)
--------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund       $40,177           $54,636        $(14,459)
Tax-Free Long-Term Bond Fund        5,390,059         3,243,564        2,146,495

     NOTE 5 -- TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or ITC.
   The Fund has adopted an unfunded noncontributory defined benefit pension plan
covering  all  independent  directors  of the Fund who will  have  served  as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of retirement.  Pension  expenses for Tax-Free  Long-Term Bond Fund for
the year ended June 30, 1995,  included in  Directors'  Fees and Expenses in the
Statement of Operations  were $5,553.  Unfunded  accrued pension costs of $9,800
and pension  liability of $15,353 are  included in prepaid  expenses and accrued
expenses,  respectively, in the Statement of Assets and Liabilities.  There were
no pension expenses for Tax-Free  Intermediate Bond Fund for the year ended June
30, 1995.


<PAGE>

INVESCO Tax-Free Income Funds, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

                                                    Year            Period
                                                   Ended             Ended
                                                  June 30           June 30
                                                     1995             1994^
                                             ------------      ------------
                                             Tax-Free Intermediate Bond Fund

PER SHARE DATA
Net Asset Value -- Beginning of Period             $ 9.52            $10.00
                                             ------------      ------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                0.44              0.19
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                    0.18            (0.48)
                                             ------------      ------------
Total from Investment Operations                     0.62            (0.29)
                                             ------------      ------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                 0.44              0.19
                                             ------------      ------------
Net Asset Value -- End of Period                    $9.70            $ 9.52
                                             ============      ============

TOTAL RETURN                                        6.67%          (2.93%)*

RATIOS
Net Assets -- End of Period ($000 Omitted)         $4,907            $5,083
Ratio of Expenses to Average Net Assets#            0.70%             0.70%~
Ratio of Net Investment Income to
  Average Net Assets#                               4.56%             3.75%~
Portfolio Turnover Rate                               23%               55%*

^ From December 1, 1993, commencement of operations, to June 30, 1994.

*  These amounts are 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 year
   ended June 30, 1995 and for the period ended June 30, 1994.  If such expenses
   had not been  voluntarily  absorbed,  ratio of expenses to average net assets
   would have been 2.45% and 3.09%,  respectively,  and ratio of net  investment
   income to average net assets would have been 2.81% and 1.36%, respectively.

~  Annualized



<PAGE>

<TABLE>
<CAPTION>


INVESCO Tax-Free Income Funds, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                              Year Ended June 30
<S>                                <C>         <C>         <C>         <C>         <C>    

                                   ----------  ----------  ----------  ----------  ----------
                                         1995        1994        1993        1992        1991

                                                         Tax-Free Long-Term Bond Fund

PER SHARE DATA
Net Asset Value-- Beginning of Period $ 15.29      $16.35      $15.69      $15.05     $ 14.90
                                   ----------  ----------  ----------  ----------  ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                    0.80        0.83        0.87        0.92        0.96
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)         0.09      (1.00)        1.04        0.95        0.27
                                   ----------  ----------  ----------  ----------  ----------
Total from Investment Operations         0.89      (0.17)        1.91        1.87        1.23
                                   ----------  ----------  ----------  ----------  ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income     0.80        0.83        0.87        0.92        0.96
Distributions from Capital Gains         0.31        0.06        0.38        0.31        0.12
                                   ----------  ----------  ----------  ----------  ----------
Total Distributions                      1.11        0.89        1.25        1.23        1.08
                                   ----------  ----------  ----------  ----------  ----------
Net Asset Value-- End of Period       $ 15.07      $15.29     $ 16.35     $ 15.69     $ 15.05
                                   ==========  ==========  ==========  ==========  ==========

TOTAL RETURN                            6.16%     (1.16%)      12.57%      12.79%       8.55%

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                    $254,584   $282,407     $332,239    $272,382    $208,100
Ratio of Expenses to Average
   Net Assets#                          0.92%       1.00%       1.03%       1.02%       0.93%
Ratio of Net Investment Income to
  Average Net Assets#                   5.31%       5.14%       5.43%       5.90%       6.39%
Portfolio Turnover Rate                   99%         28%         30%         28%         25%
<FN>

# Various  expenses  of the Fund were  voluntarily  absorbed by IFG for the year
ended June 30, 1995. If such expenses had not been voluntarily  absorbed,  ratio
of  expenses  to average  net assets  would  have been  1.05%,  and ratio of net
investment income to average net assets would have been 5.18%.

</FN>
</TABLE>


<PAGE>



Report of Independent Accountants


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

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects,  the financial position of INVESCO Tax-Free Intermediate Bond
Fund and INVESCO Tax-Free Long-Term Bond Fund (constituting the INVESCO Tax-Free
Income Funds,  Inc.,  hereafter referred to as the "Fund") at June 30, 1995, the
results of its  operations,  the  changes  in its net  assets and the  financial
highlights for the periods  indicated,  in conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation of securities at June 30, 1995 by correspondence with the custodian
and the application of alternative  auditing  procedures for unsettled  security
transactions, provide a reasonable basis for the opinion expressed above.


Price Waterhouse  LLP

Denver, Colorado
August 4, 1995



<PAGE>



INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,

Call toll-free:  1-800-525-8085

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

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

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



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