INVESCO TAX FREE INCOME FUNDS INC
497, 1995-04-03
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                           INVESCO TAX-FREE LONG-TERM
                                   BOND FUND
                         INVESCO TAX-FREE INTERMEDIATE
                                   BOND FUND

                           Supplement to Prospectuses
                             dated November 1, 1994


The section of each Fund's prospectus  entitled "The Fund and Its Management" is
amended to delete the third and fourth paragraphs  concerning William W. Veronda
serving  as  portfolio  manager of the Fund,  and to  substitute  the  following
paragraphs for the deleted paragraphs:

The  following  individual  serves  as  portfolio  manager  for the  Fund and is
primarily  responsible for the day-to-day  management of the Fund's portfolio of
securities:

James S. Grabovac, CFA

Portfolio  manager of the INVESCO  Tax-Free  Long-Term Bond Fund and the INVESCO
Tax-Free Intermediate Bond Fund since 1995; portfolio manager and vice president
of INVESCO Trust  Company;  formerly,  principal and fund manager (1991 to 1995)
and portfolio manager (1989 to 1991) with Stein Roe & Farnham Inc.,  futures and
options trader with Continental  Illinois  National Bank (1987),  corporate bond
trader  with The  Chicago  Corporation  (1985 to 1987),  and  Midwest  municipal
underwriting  manager with  Continental  Illinois  National Bank (1982 to 1985);
B.A., Lawrence University;  M.B.A., University of Michigan;  Chartered Financial
Analyst.

This supplement is dated April 3, 1995.


<PAGE>



PROSPECTUS
November 1, 1994

                      INVESCO TAX-FREE LONG-TERM BOND FUND

      INVESCO  Tax-Free  Long-Term Bond Fund (the "Fund") pursues its investment
objective  of seeking  as high a level of current  income  exempt  from  federal
income taxation as is consistent  with the  preservation of capital by investing
in  a  diversified   portfolio  of  long-term   obligations  issued  by  states,
territories  and  possessions  of the United States and the District of Columbia
and their political subdivisions,  agencies and instrumentalities,  the interest
on which is exempt from federal taxes ("municipal bonds").  Such obligations may
include  any  combination  of  general  obligation  bonds,  revenue  bonds,  and
industrial  development  bonds.  The dollar  weighted  average  maturity  of the
obligations in the Fund's portfolio normally will be at least 10 years.

      The  Fund  is a  series  of  INVESCO  Tax-Free  Income  Funds,  Inc.  (the
"Company"),  a  diversified,  managed,  no-load  mutual fund  consisting  of two
separate  portfolios of investments.  This  Prospectus  relates to shares of the
Fund. A separate  prospectus is available upon request from INVESCO Funds Group,
Inc. for the Company's  other fund,  INVESCO  Tax-Free  Intermediate  Bond Fund.
Investors may purchase shares of either or both funds.  Additional  funds may be
offered in the future as series of the Company.

      This Prospectus provides you with the basic information you
should know before investing in the Fund.  You should read it and
keep it for future reference.  A Statement of Additional
Information containing further information about the Fund has been
filed with the Securities and Exchange Commission.  You can obtain
a copy without charge by writing INVESCO Funds Group, Inc., Post
Office Box 173706, Denver, Colorado 80217-3706; or by calling 1- 800-525-8085.
                                  ----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION.
THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY.
                                  ----------

THE  STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  NOVEMBER 1, 1994,  IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.


<PAGE>




TABLE OF CONTENTS                                                         Page


ANNUAL FUND EXPENSES                                                        32

FINANCIAL HIGHLIGHTS                                                        34

PERFORMANCE DATA                                                            35

INVESTMENT OBJECTIVE, POLICIES AND RISK FACTORS                             36

THE FUND AND ITS MANAGEMENT                                                 41

HOW SHARES CAN BE PURCHASED                                                 43

SERVICES PROVIDED BY THE FUND                                               46

HOW TO REDEEM SHARES                                                        49

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES                            50

ADDITIONAL INFORMATION                                                      52





<PAGE>




ANNUAL FUND EXPENSES

      The Fund is  no-load;  there are no fees to  purchase,  exchange or redeem
shares. The Fund,  however,  is authorized to pay a distribution fee pursuant to
Rule 12b-1 under the  Investment  Company  Act of 1940.  (See "How Shares Can Be
Purchased -- Distribution  Expenses.")  Lower expenses benefit Fund shareholders
by increasing the Fund's total return.


Shareholder Transaction Expenses

Sales load "charge" on purchases                                      None

Sales load "charge" on reinvested dividends                           None

Redemption fees                                                       None

Exchange fees                                                         None



Annual Fund Operating Expenses (After voluntary expense
limitation)
(as a percentage of average net assets)

Management Fee                                                        0.55%

12b-1 Fees                                                            0.25%

Other Expenses                                                        0.10%

  Transfer Agency Fee                                     0.12%

  General Services, Administrative                       (0.02%)
    Services, Registration, Postage(1)

Total Fund Operating Expenses                                         0.90%(2)

      (1)  Includes,  but is not  limited to,  fees and  expenses of  directors,
custodian bank, legal counsel and auditors, a securities pricing service,  costs
of administrative services furnished under an Administrative Services Agreement,
costs of  registration  of Fund  shares  under  applicable  laws,  and  costs of
printing and distributing reports to shareholders.

      (2)  Certain  Fund  expenses  will be absorbed  voluntarily  by the Fund's
investment  adviser and  sub-adviser  in order to ensure  that the Fund's  total
annual  operating  expenses  will not  exceed  0.90% of the Fund's  average  net
assets.  This  policy  is  applicable  to Fund  expenses  incurred  on or  after
September  1, 1994.  The expense  information  in the  foregoing  table has been
presented  on a basis that  assumes  that this  expense  limitation  had been in
effect  during the year ended June 30,  1994.  In the absence of such  voluntary
expense  limitation,  the Fund's  "Other  Expenses"  and "Total  Fund  Operating
Expenses" would have been 0.23% and 1.03%, respectively.




<PAGE>



Example

      A shareholder would pay the following  expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:


   1 Year       3 Years        5 Years       10 Years
   ------       -------        -------       --------

     $9           $29            $50           $111

      The purpose of the foregoing table is to assist investors in understanding
the various  costs and expenses  that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and
Its  Management.")  The Fund charges no sales load,  redemption fee, or exchange
fee. The Example  should not be  considered a  representation  of past or future
expenses,  and actual  expenses  may be greater  or less than those  shown.  The
assumed  5%  annual  return is  hypothetical  and  should  not be  considered  a
representation  of past or future annual  returns,  which may be greater or less
than the assumed amount.

      As a result of the 0.25%  Rule 12b-1 fee paid by the Fund,  investors  who
own  Fund  shares  for a long  period  of time may pay  more  than the  economic
equivalent of the maximum  front-end sales charge  permitted for mutual funds by
the National  Association of Securities  Dealers,  Inc.,  which currently ranges
from 6.25% to 8.5% of the amount invested.




<PAGE>



FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding throughout each Period)

      The  following  information  has been  audited  by Price  Waterhouse  LLP,
independent accountants. This information should be read in conjunction with the
audited financial  statements and the report of independent  accountants thereon
appearing in the Fund's 1994 Annual Report to Shareholders  and in the Statement
of  Additional  Information,  both of which  are  available  without  charge  by
contacting  INVESCO Funds Group,  Inc. at the address or telephone number on the
cover of this Prospectus.
<TABLE>
<CAPTION>

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

                                   1994     1993     1992     1991     1990     1989     1988     1987     1986     1985

PER SHARE DATA
Net Asset Value --
 Beginning of Period             $16.35   $15.69   $15.05   $14.90   $15.15   $13.82   $13.86   $15.20   $14.32   $13.07
                              ------------------------------------------------------------------------------------------
INCOME FROM
 INVESTMENT OPERATIONS
Net Investment Income              0.83     0.87     0.92     0.96     0.99     1.01     1.00     1.09     1.21     1.27
Net Gains or (Losses)
 on Securities (Both Realized
 and Unrealized)                 (1.00)     1.04     0.95     0.27   (0.25)     1.33   (0.04)   (0.28)     1.69     1.95
                              ------------------------------------------------------------------------------------------
Total From Investment
 Operations                      (0.17)     1.91     1.87     1.23     0.74     2.34     0.96     0.81     2.90     3.22
                              ------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends (from Net
 Investment Income)                0.83     0.87     0.92     0.96     0.99     1.01     1.00     1.09     1.21     1.27
Distributions (from
 Capital Gains)                    0.06     0.38     0.31     0.12     0.00     0.00     0.00     1.06     0.81     0.70
                              ------------------------------------------------------------------------------------------
Total Distributions                0.89     1.25     1.23     1.08     0.99     1.01     1.00     2.15     2.02     1.97
Net Asset Value--
 End of Period                   $15.29   $16.35   $15.69   $15.05   $14.90   $15.15   $13.82   $13.86   $15.20   $14.32
                              ==========================================================================================
TOTAL RETURN                    (1.16%)   12.57%   12.79%    8.55%    5.10%   17.64%    7.29%    4.99%   21.00%   25.66%

RATIOS
Net Assets -- End of Period
 ($000 Omitted)                $282,407 $332,239 $272,382 $208,100 $179,107 $143,678 $109,132 $117,875 $108,499  $85,440
Ratio of Expenses to
 Average Net Assets               1.00%    1.03%    1.02%    0.93%    0.75%    0.74%    0.77%    0.70%    0.68%    0.65%
Ratio of Net Investment
 Income to Average Net
 Assets                           5.14%    5.43%    5.90%    6.39%    6.67%    7.06%    7.33%    7.04%    7.86%    9.05%

Portfolio Turnover Rate             28%      30%      28%      25%      27%      27%      41%      98%      92%     156%
</TABLE>

      Further  information about the performance of the Fund is contained in the
Company's annual report to shareholders, which may be obtained without charge by
writing  INVESCO Funds Group,  Inc.,  Post Office Box 173706,  Denver,  Colorado
80217-3706; or by calling
1-800-525-8085.


<PAGE>



PERFORMANCE DATA

      From time to time,  the Fund  advertises  its  yield and its total  return
performance.  The Fund also may provide a "tax equivalent yield." Both the yield
and total return  performance are based upon historical  investment  results and
are not intended to indicate future performance.  The "total return" of the Fund
refers to the average  annual rate of return of an investment in the Fund.  This
figure  is  computed  by  calculating  the  percentage  change  in  value  of an
investment of $1,000,  assuming reinvestment of all income dividends and capital
gain distributions, to the end of a specified period.

      The "yield" of the Fund refers to the income generated by an investment in
the Fund over a 30-day or one-month  period  (which period will be stated in the
advertisement).  Yield quotations are computed by dividing investment income per
share earned during the period as  calculated  according to a formula by the net
asset value per share at the end of the  period,  then  adjusting  the result to
provide for semiannual compounding.

      Statements  of  the  Fund's  total  return   performance  are  based  upon
investment  results  during a specified  period and assume  reinvestment  of all
dividends and capital gains,  if any, paid during that period.  Any given report
of  total  return  should  not  be  considered  as   representative   of  future
performance.  The Fund  charges no sales load,  redemption  fee, or exchange fee
which would affect the total return computation.

      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Fund,  comparative  data  between the Fund's  performance  for a
given period and recognized  indices of investment  results for the same period,
and/or  assessments  of the quality of shareholder  service,  may be provided to
shareholders.  Such  indices  include  indices  provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services,  Inc., Lehman Brothers,  National
Association of Securities Dealers Automated  Quotations,  Frank Russell Company,
Value Line  Investment  Survey,  the American  Stock  Exchange,  Morgan  Stanley
Capital International,  Wilshire Associates, the Financial Times-Stock Exchange,
the New  York  Stock  Exchange,  the  Nikkei  Stock  Average  and  the  Deutcher
Aktienindex,  all  of  which  are  unmanaged  market  indicators.  In  addition,
rankings,  ratings, and comparisons of investment performance and/or assessments
of the quality of shareholder  service  appearing in publications such as Money,
Forbes,  Kiplinger's  Personal Finance,  Morningstar,  and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.;  or  (iii)  by  other  recognized  analytical  services,  may be  used  in
advertising.  The "tax equivalent  yield" of the Fund refers to the yield that a
taxable  income  fund would have to  generate  in order to produce an  after-tax
yield  equivalent to that of the Fund. The use of a tax equivalent  yield allows
investors  to compare  the yields of the Fund,  which are  exempt  from  federal
personal income taxes, with yields of income funds which


<PAGE>



are not tax-exempt.  The Lipper Analytical Services, Inc. mutual
fund rankings and comparisons, which may be used by the Fund in
performance reports will be drawn from the "General Municipal Bond
Funds" Lipper mutual fund grouping, in addition to the broad-based
Lipper general fund grouping.

INVESTMENT OBJECTIVE, POLICIES AND RISK FACTORS

      The Company  consists of two  separate  portfolios  of  investments,  each
represented by a different class of the Company's common stock.  This Prospectus
relates to INVESCO  Tax-Free  Long- Term Bond Fund;  a separate  prospectus  for
INVESCO Tax-Free Intermediate Bond Fund is available by contacting INVESCO Funds
Group,  Inc.  at the  address  or  telephone  number  shown on the cover of this
Prospectus. The investment objective of the Fund, which may be changed only by a
vote of the  shareholders,  is to seek as high a level of current  income exempt
from federal  income taxes as is consistent  with the  preservation  of capital.
While there can be no assurance that this  objective will be achieved,  the Fund
seeks to achieve its objective through investment in a diversified  portfolio of
long-term  obligations  issued  by or  on  behalf  of  states,  territories  and
possessions  of the  United  States  and the  District  of  Columbia  and  their
political subdivisions, agencies and instrumentalities, the interest on which is
exempt from federal income taxes ("municipal bonds"). In this regard, the Fund's
investment adviser or sub-adviser (collectively,  "Fund Management") may rely on
the  determination  of the issuer's  legal counsel with regard to the tax-exempt
status  under  federal  law,  at the time of  issuance  of such  securities,  of
municipal  securities held by the Fund. The dollar weighted  average maturity of
the  obligations  in the Fund's  portfolio  normally  will be at least 10 years.
There is no limitation  on the maximum  maturities  of  investments  that may be
purchased by the Fund. The average portfolio  maturity of the Fund's investments
will be maintained in a manner consistent with the Fund's investment objective.

      The value of the Fund's portfolio securities, and therefore the Fund's net
asset value per share, may fluctuate in response to various factors, principally
interest rate changes and the ability of the issuers of municipal obligations to
pay interest and principal on those  obligations.  Investors should consider the
Fund's  policies  with  respect  to  ratings  of  bonds  held in its  portfolio,
when-issued  purchases  and the  purchase  of certain  non-tax-exempt  temporary
investments, as explained below.

      As a matter of fundamental  investment  policy, at least 80% of the Fund's
assets will, under normal  circumstances,  consist of: (1) municipal bonds which
are rated at the time of purchase  within the four  highest  grades  assigned by
Moody's Investors Service,  Inc.  ("Moody's")  (ratings of Aaa, Aa, A or Baa) or
Standard & Poor's  Corporation  ("Standard & Poor's")  (ratings of AAA, AA, A or
BBB), and (2) short-term  municipal notes (those having remaining  maturities of
less than one year) of issuers  which are rated at the time of  purchase  within
the two highest ratings assigned by


<PAGE>



Standard & Poor's  (SP-1 or SP-2) or Moody's  (MIG-1 or MIG-2),  or if the notes
are  unrated the  issuers  have at the time of purchase an issue of  outstanding
municipal  bonds  rated as  described  above.  A bond  rating of Baa by  Moody's
indicates that the bond issue is of "medium grade," neither highly protected nor
poorly secured. Interest payments and principal security appear adequate for the
present,   but   certain   protective   elements   may  be  lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding investment characteristics,  and have speculative characteristics as
well. A bond rating of BBB by Standard & Poor's indicates that the bond issue is
in the lowest "investment  grade" security rating.  Bonds rated BBB are regarded
as having an adequate  capacity to pay  principal  and  interest.  Whereas  they
normally exhibit adequate protection parameters,  adverse economic conditions or
changing  circumstances  are more  likely to lead to a weakened  capacity to pay
principal  and  interest  for  bonds in this  category  than the  bonds in the A
category.  Municipal  Notes  rated MIG-2 by Moody's  are of high  quality,  with
margins  of  protection  ample  although  not as  large as in the  MIG-1  group.
Municipal Notes rated SP-2 by Standard & Poor's have a satisfactory  capacity to
pay principal and interest. For a detailed description of these ratings, see the
Statement of Additional  Information  and the  "Appendix"  therein.  There is no
limitation upon the maximum percentage of the Fund's assets that may be invested
in any of the ratings  categories  listed above, and the percentage  invested in
any  such  category  will  vary  from  time  to  time.   While  Fund  Management
continuously  monitors all of the municipal  securities in the Fund's  portfolio
for the issuers'  ability to make required  principal and interest  payments and
other  quality  factors,  the  adviser  may retain in the  portfolio a municipal
security  whose rating is changed to one below the minimum  rating  required for
purchase of such a security.

      The balance of the Fund's assets, in an amount under normal  circumstances
not to exceed 20% of the Fund's assets  (measured at the time any  investment is
purchased),  may be invested in (1)  municipal  bonds which are not rated within
the grades  referred to above (no more than 10% can be  invested  in  securities
rated Ba or below by Moody's or BB or below by  Standard & Poor's or if unrated,
are  judged by Fund  Management  to be of  equivalent  quality),  (2)  temporary
taxable  investments  as  described  below,  and (3) cash.  Lower rated bonds by
Moody's  (categories  Ba,  B) are  of  poorer  quality  and  may be  speculative
investments. Bonds rated B may be in default or there may be present elements of
danger with respect to  principal  or interest.  Lower rated bonds by Standard &
Poor's  (categories  BB, B) include  those which are  regarded,  on balance,  as
predominantly  speculative with respect to the issuer's capacity to pay interest
and repay  principal in  accordance  with their terms;  BB indicates  the lowest
degree of  speculation  and B a  greater  degree  of  speculation.  The Fund may
purchase  or sell  its  securities  without  regard  to the  length  of time the
securities  have  been  held  in the  Fund's  portfolio  to  take  advantage  of
short-term  differentials  in bond yields  consistent  with its  objective.  The
Fund's portfolio turnover rate, which along with the Fund's


<PAGE>



brokerage  allocation  policies is  discussed  in the  Statement  of  Additional
Information, has ranged from 28% to 30% over the last three fiscal years.

      The Fund's  investments in municipal  securities,  as is true for any debt
securities,  will  generally  be subject to both  credit  risk and market  risk.
Credit risk  relates to the ability of the issuer to meet  interest or principal
payments,  or both,  as they come due.  Market risk relates to the fact that the
market values of municipal  securities in which the Fund invests  generally will
be affected by changes in the level of interest  rates.  An increase in interest
rates will tend to reduce the market values of municipal  securities,  whereas a
decline in  interest  rates will tend to increase  their  values.  Although  the
Fund's investment  adviser limits the Fund's municipal  security  investments to
securities  it  believes  are not  highly  speculative,  both  kinds of risk are
increased by investing in municipal  securities rated below the top three grades
by Standard & Poor's or Moody's and unrated  municipal  securities.  In order to
decrease its risk in investing in municipal securities,  the Fund will invest no
more than 10% of its assets in  municipal  securities  rated  below the top four
grades by Standard & Poor's or Moody's (as defined above),  and in no event will
the Fund ever invest in a security  rated below B by Moody's or B- by Standard &
Poor's.  These lower bond ratings are described  above.  For more information on
the Fund's investments and municipal securities, see the Statement of Additional
Information.

      For defensive  purposes,  Fund  Management may cause the Fund from time to
time to  invest a  portion  of its  assets on a  temporary  basis in  "temporary
investments,"  the income  from which may be subject to federal  income  tax, or
hold a portion of its  assets in cash.  Such  investments  may  consist  only of
obligations  issued or  guaranteed  as to interest  and  principal by the United
States  Government or its agencies or  instrumentalities;  obligations  of banks
regulated  by the U.  S.,  including  negotiable  certificates  of  deposit  and
banker's  acceptances;  and  commercial  paper  which at the date of purchase is
rated A-2 or higher by  Standard  & Poor's or Prime-2  or higher by  Moody's.  A
rating of A-2 or Prime-2 indicates a strong capacity for repayment of short-term
promissory obligations.

      Municipal  obligations  may at times  be  purchased  or sold on a  delayed
delivery,  or a when-issued basis (i.e.,  securities may be purchased or sold by
the Fund  with  settlement  taking  place in the  future,  often a month or more
later).  The payment  obligation  and the interest rate that will be received on
the  securities  are  fixed at the time the  Fund  enters  into the  commitment.
Between  the  date of  purchase  and  the  settlement  date,  the  value  of the
securities is subject to market fluctuations,  and no interest is payable to the
Fund prior to the  settlement  date.  When the Fund  purchases  securities  on a
when-issued  basis, its custodian bank will place cash or liquid debt securities
in a  separate  account  of the Fund in an  amount  equal to the  amount  of the
purchase obligation.



<PAGE>



      The Fund may also buy and sell  municipal  bond futures  contracts for the
purpose of hedging (i.e.,  protecting)  the value of its  securities  portfolio.
Fundamental  investment  policies of the Fund,  which cannot be changed  without
approval of the  shareholders,  are that the Fund's use of futures  contracts is
limited to those  relating to  municipal  bonds and that the Fund will not enter
into futures  contracts for which the aggregate initial margins exceed 5% of the
fair market value of the Fund's assets. Additionally, the board of directors has
adopted a restriction that the aggregate  market value of the futures  contracts
which the Fund holds not exceed  20% of the  market  value of its total  assets;
this  restriction is not a fundamental  policy and could be changed by the board
of directors.

      The primary  risks  associated  with the use of futures are: (i) imperfect
correlation  between the change in the market value of the municipal  bonds held
by the Fund and the prices of futures  relating to municipal  bonds purchased or
sold by the Fund; (ii) incorrect  forecasts by the Adviser  concerning  interest
rates which may result in the hedge being  ineffective;  and (iii) possible lack
of a liquid secondary market for any futures contract;  the resulting  inability
to close a futures  position  could have an adverse impact on the Fund's ability
to hedge or increase income. For a hedge to be completely  effective,  the price
change of the hedging  instrument  should equal the price change of the security
being  hedged.  Such equal  price  changes are not always  possible  because the
investment underlying the hedging instrument may not be the same investment that
is being  hedged.  Although  the Fund  intends  to buy and sell  municipal  bond
futures only on exchanges where there appears to be an active secondary  market,
there  is no  assurance  that a  liquid  secondary  market  will  exist  for any
particular  municipal bond future at any particular  time. In such event, it may
not be possible to close a futures  position.  See the  Statement of  Additional
Information  and the  Appendix  therein  for  further  information  about  these
instruments and their risks.

Other Investment Practices

Repurchase Agreements

      The Fund  may  enter  into  repurchase  agreements  with  respect  to debt
instruments  eligible for investment by the Fund.  These  agreements are entered
into with member banks of the Federal Reserve System, registered broker-dealers,
and registered government securities dealers,  which are deemed creditworthy.  A
repurchase  agreement,  which may be  considered a "loan"  under the  Investment
Company Act of 1940,  is a means of investing  monies for a short  period.  In a
repurchase agreement,  the Fund acquires a debt instrument (generally a security
issued by the U.S.  government or an agency thereof, a banker's  acceptance or a
certificate of deposit)  subject to resale to the seller at an agreed upon price
and date  (normally,  the next  business  day).  In the event that the  original
seller  defaults on its  obligation to repurchase  the security,  the Fund could
incur costs or delays in seeking to sell


<PAGE>



such  security.  To minimize risk, the  securities  underlying  each  repurchase
agreement will be maintained with the Company's  custodian in an amount at least
equal to the repurchase price under the agreement  (including accrued interest),
and such  agreements  will be  effected  only with  parties  that  meet  certain
creditworthiness  standards established by the Company's board of directors. The
Fund will not enter into a repurchase agreement maturing in more than seven days
if as a result more than 10% of the Fund's net assets  would be invested in such
repurchase agreements and other illiquid securities. (Currently, the Fund is not
able to purchase illiquid  securities under its fundamental  restrictions.)  The
Fund has not  adopted  any  limit on the  amount of its net  assets  that may be
invested in repurchase agreements maturing in seven days or less.

Securities Lending

      Another practice in which the Fund may engage is to lend its securities to
qualified  brokers,  dealers,  banks,  or  other  financial  institutions.  This
practice  permits the Fund to earn income,  which,  in turn,  can be invested in
additional  securities  to pursue  the  Fund's  investment  objective.  Loans of
securities by the Fund will be  collateralized  by cash,  letters of credit,  or
securities issued or guaranteed by the U.S. Government or its agencies, equal to
at least 100% of the current market value of the loaned  securities,  determined
on  a  daily  basis.   Lending  securities  involves  certain  risks,  the  most
significant  of which is the risk that a borrower may fail to return a portfolio
security.  The Fund  monitors  the  creditworthiness  of  borrowers  in order to
minimize such risks. The Fund will not lend any security if, as a result of such
loan, the aggregate value of securities then on loan would exceed 33-1/3% of the
Fund's total net assets (taken at market value).

Investment Restrictions

      The Fund is subject to certain  restrictions  upon its investments,  which
are set  forth in the  Statement  of  Additional  Information,  which may not be
altered  without the  approval of the Fund's  shareholders.  Those  restrictions
include, among others,  limitations with respect to the percentages of the value
of its total assets which may be invested in any one company or in one industry.
In addition,  except where indicated to the contrary,  the investment objectives
and policies  described in this section are  fundamental  and may not be changed
without a vote of the Fund's shareholders.

THE FUND AND ITS MANAGEMENT

      The Company is a no-load mutual fund,  registered  with the Securities and
Exchange Commission as an open-end,  diversified  management investment company.
The Company was  incorporated on April 2, 1993,  under the laws of Maryland.  On
November  1, 1993,  the Fund  assumed all of the assets and  liabilities  of the
Fund's


<PAGE>



predecesser,  Financial  Tax-Free Income Shares,  Inc.,  which was  incorporated
under  the  laws of  Colorado  on  April  22,  1981.  All  financial  and  other
information about the Fund for periods prior to November 1, 1993 relates to such
former fund. The overall  supervision of the Fund is the  responsibility  of the
Company's board of directors.

      Pursuant to an agreement  with the  Company,  INVESCO  Funds  Group,  Inc.
("INVESCO"),  7800 E.  Union  Avenue,  Denver,  Colorado,  serves as the  Fund's
investment adviser. INVESCO is primarily responsible for providing the Fund with
various  administrative  services,  and  supervising  the Fund's daily  business
affairs.  These  services  are  subject  to  review  by the  Company's  board of
directors.

      The following  individual  serves as portfolio manager for the Fund and is
primarily  responsible for the day-to-day  management of the Fund's portfolio of
securities:


William W. Veronda           Portfolio   manager   of  the  Fund   since   1984;
                             portfolio    manager    of   the    INVESCO    High
                             Yield   Fund   from   1984  to  1994  and   INVESCO
                             Tax-Free     Intermediate     Bond    Fund    since
                             1993;    senior    vice    president    (1989    to
                             present)    and    vice    president    (1985    to
                             1989)   of    INVESCO    Trust    Company;    B.S.-
                             Economics,    The   Wharton   School,    University
                             of      Pennsylvania;      Chartered      Financial
                             Analyst.

      INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC
is a financial holding company which,  through its subsidiaries,  engages in the
business  of  investment  management  on an  international  basis.  INVESCO  was
established  in 1932 and, as of June 30, 1994,  managed  thirteen  mutual funds,
consisting of 34 separate portfolios, with combined assets of approximately $9.3
billion on behalf of over 860,500 shareholders.

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"),  7800  E.  Union  Avenue,  Denver,  Colorado,   serves  as  the  Fund's
sub-adviser.  INVESCO Trust, a trust company  founded in 1969, is a wholly-owned
subsidiary  of INVESCO that served as adviser or  sub-adviser  to 31  investment
portfolios as of June 30, 1994,  including 25  portfolios in the INVESCO  Group.
These 31 portfolios  had aggregate  assets of  approximately  $9.3 billion as of
June 30,  1994.  In  addition,  INVESCO  Trust  provides  investment  management
services  to  private  clients,  including  employee  benefit  plans that may be
invested in a  collective  trust  sponsored  by INVESCO  Trust.  INVESCO  Trust,
subject to the  supervision of INVESCO,  is primarily  responsible for selecting
and  managing  the Fund's  investments.  Although the Fund is not a party to the
sub- advisory agreement,  the agreement has been approved by the shareholders of
the Fund.



<PAGE>



      The Fund pays  INVESCO a monthly fee which is based upon a  percentage  of
the Fund's  average  net assets  determined  daily.  The fee is  computed at the
annual rate of 0.55% on the first $300 million of the Fund's average net assets;
0.45% on the next $200  million of the Fund's  average net assets;  and 0.35% of
the Fund's  average  net assets in excess of $500  million.  For the fiscal year
ended June 30, 1994,  the  investment  advisory fee paid by the Fund amounted to
0.55% of the  Fund's  average  net  assets.  Out of its  advisory  fee  which it
receives from the Fund, INVESCO pays INVESCO Trust, as the Fund's sub-adviser, a
monthly fee, which is computed at the annual rate of 0.25% of the Fund's average
net assets up to $200  million,  and 0.20% of the Fund's  average  net assets in
excess of $200 million. No fee is paid by the Fund to INVESCO Trust.

      The Company also has entered into an  Administrative  Services  Agreement,
dated April 30, 1993 (the "Administrative Agreement"), with INVESCO. Pursuant to
the   Administrative   Agreement,   INVESCO  performs  certain   administrative,
recordkeeping   and  internal   sub-accounting   services,   including   without
limitation,  maintaining general ledger and capital stock accounts,  preparing a
daily trial  balance,  calculating  net asset value  daily,  providing  selected
general ledger reports and providing  sub-accounting and recordkeeping  services
for shareholder  accounts  maintained by certain retirement and employee benefit
plans for the benefit of participants in such plans. For such services, the Fund
pays  INVESCO  a fee  consisting  of a base fee of  $10,000  per  year,  plus an
additional incremental fee computed at the annual rate of 0.015% per year of the
average  net  assets  of the  Fund.  INVESCO  also is paid a fee by the Fund for
providing transfer agent services. See "Additional Information."

      The Fund's  expenses,  which are accrued  daily,  are deducted  from total
income before dividends are paid. Total expenses of the Fund for the fiscal year
ended June 30, 1994, including investment advisory fees (but excluding brokerage
commissions,  which are a cost of acquiring securities) amounted to 1.03% of the
Fund's average net assets. Certain Fund expenses will be absorbed voluntarily by
INVESCO  and  INVESCO  Trust in order to ensure  that the  Fund's  total  annual
operating expenses will not exceed 0.90% of the Fund's average net assets.  This
policy is applicable to Fund expenses incurred on or after September 1, 1994.

      INVESCO,  as the Company's  investment  adviser,  or INVESCO Trust, as the
Company's  sub-adviser,  places  orders for the  purchase  and sale of portfolio
securities  with brokers and dealers  based upon  INVESCO's  evaluation of their
financial  responsibility  coupled with their ability to effect  transactions at
the best available prices. The Company may market its shares of the Fund through
intermediary  brokers or dealers that have entered into Dealer  Agreements  with
INVESCO, as the Company's Distributor,  under which such intermediary brokers or
dealers  generally are compensated  through the payment of continuing  quarterly
fees at the annual rate of up to 0.25% of the average  aggregate net asset value
of outstanding Fund shares sold by such entities, measured on each


<PAGE>



business day during a calendar quarter.  The Fund may place orders for portfolio
transactions  with qualified  broker/dealers  which  recommend the Fund, or sell
shares of the Fund,  to clients,  or act as agent in the purchase of Fund shares
for  clients,  if  management  of the  Fund  believes  that the  quality  of the
transaction  and  commission  are  comparable  to  those  available  from  other
qualified brokerage firms.

HOW SHARES CAN BE PURCHASED

      Shares  of the Fund  are sold on a  continuous  basis by  INVESCO,  as the
Company's  Distributor,  at the net asset value per share next calculated  after
receipt of a purchase  order in good form.  No sales  charge is imposed upon the
sale of shares of the Fund.  To purchase  shares of the Fund,  send a check made
payable to INVESCO Funds Group, Inc., together with a completed application form
to:

            INVESCO FUNDS GROUP, INC.
            Post Office Box 173706
            Denver, Colorado  80217-3706

      Purchase  orders must  specify the Fund in which the  investment  is to be
made.

      The minimum  initial  purchase  must be at least $1,000,  with  subsequent
investments  of  not  less  than  $50,  except  that:  (1)  those   shareholders
establishing an EasiVest or direct payroll purchase account,  as described below
in the Prospectus  section entitled "Services Provided by the Fund," may open an
account  without  making any initial  investment  if they agree to make regular,
minimum  purchases  of at least  $50;  (2) Fund  management  may permit a lesser
amount to be invested in the Fund under a group  investment plan qualifying as a
sophisticated  investor; and (3) Fund management reserves the right to reduce or
waive  the  minimum  purchase  requirements  in its  sole  discretion  where  it
determines such action is in the best interests of the Fund. The minimum initial
purchase   requirement  of  $1,000,  as  described  above,  does  not  apply  to
shareholder  account(s)  in any of the INVESCO  funds opened prior to January 1,
1993,  and,  thus,  is not a minimum  balance  requirement  for  those  existing
accounts.  However,  for  shareholders  already  having  accounts  in any of the
INVESCO  funds,  all initial share  purchases in a new Fund  account,  including
those made using the exchange privilege, must meet the Fund's applicable minimum
investment requirement.

      An order to purchase  shares  will not begin  earning  dividends  or other
distributions until the investor's check can be converted into available federal
funds (i.e.,  moneys held on deposit  within the Federal  Reserve  System) under
regular  banking  processing  procedures.  Checks  drawn on a member bank of the
Federal  Reserve System  normally are converted into federal funds within two or
three business days following  receipt of the checks by the Fund. In the case of
checks drawn on banks which are not members of the


<PAGE>



Federal  Reserve  System,  it may  take  longer  for  federal  funds  to  become
available.

      The  purchase of shares can be  expedited  by placing  bank wire orders or
using overnight  courier.  Overnight  courier orders must meet the above minimum
requirements. In no case can a bank wire order be in an amount less than $1,000.
For further  information,  the purchaser may call the Fund's office by using the
telephone  number  on the cover of this  Prospectus.  Orders  sent by  overnight
courier,  including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO Funds Group,  Inc., at 7800 E. Union Avenue,  Denver,  CO
80237.

      If your check does not clear, you will be responsible for any related loss
the Fund or INVESCO  incurs.  If you are  already a  shareholder  in the INVESCO
funds, the Fund has the option to redeem shares from any identically  registered
account  in the Fund or any other  INVESCO  fund as  reimbursement  for any loss
incurred.  You also may be prohibited or restricted from making future purchases
in any of the INVESCO funds.

      Persons who invest in the Fund through a securities  broker may be charged
a  commission  or  transaction  fee for the handling of the  transaction  if the
broker  so  elects.  Any  investor  may  deal  directly  with  the  Fund  in any
transaction. In that event, there is no such charge.

      The Fund reserves the right in its sole discretion to reject any order for
purchase of its shares  (including  purchases by exchange) when, in the judgment
of management, such rejection is in the best interests of the Fund.

      Net asset value per share is computed  once each day on which the New York
Stock  Exchange is open as of the close of trading on that  Exchange  (presently
4:00 p.m.,  New York time) and also may be computed on other days under  certain
circumstances.  Net asset value per share of the Fund is  calculated by dividing
the  market  value of all of the Fund's  securities  plus the value of its other
assets  (including  dividends and interest accrued but not collected),  less all
liabilities (including accrued expenses), by the number of outstanding shares of
the Fund. If market  quotations  are not readily  available,  a security will be
valued at fair value as determined in good faith by the board of directors. Debt
securities  with  remaining  maturities  of 60 days or less  will be  valued  at
amortized cost, absent unusual circumstances,  so long as the Company's board of
directors believes that such value represents fair value.

      Distribution  Expenses.  The Fund is authorized under a Plan and Agreement
of Distribution  pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the  "Plan") to use its assets to finance  certain  activities  relating to the
distribution of its shares to investors.  Under the Plan,  which was implemented
on November 1, 1990, monthly payments may be made by the Fund to


<PAGE>



INVESCO to reimburse it for particular  expenditures  incurred by INVESCO during
the rolling  12-month  period in which that month falls in  connection  with the
distribution of the Fund's shares to investors.  These  expenditures may include
the payment of compensation  (including incentive compensation and/or continuing
compensation  based on the amount of customer assets  maintained in the Fund) to
securities dealers and other financial  institutions and organizations to obtain
various  distribution-related  and/or adminstrative  services for the Fund. Such
services may include,  among other things,  processing new  shareholder  account
applications,  preparing and  transmitting to the Fund's Transfer Agent computer
processable  tapes of all transactions by customers,  and serving as the primary
source of information to customers in answering  questions  concerning the Fund,
and their transactions with the Fund.

      In addition,  other reimbursable  expenditures  include those incurred for
advertising,  the preparation and distribution of sales literature,  the cost of
printing and distributing  prospectuses to prospective investors, and such other
services  and  promotional  activities  for the Fund as may from time to time be
agreed  upon by the  Company  and  its  board  of  directors,  including  public
relations  efforts and  marketing  programs to  communicate  with  investors and
prospective investors.

      Under the Plan,  the Company's  reimbursement  to INVESCO on behalf of the
Fund is limited to an amount  computed at the annual rate of 0.25% of the Fund's
average net assets  during the month.  INVESCO is not entitled to  reimbursement
for overhead expenses under the Plan, but may be reimbursed for all or a portion
of the  compensation  paid for  salaries  and other  employee  benefits  for the
personnel of INVESCO, whose primary responsibilities involve marketing shares of
the INVESCO  funds,  including the Fund.  Payment  amounts by the Fund under the
Plan, for any month, may only be made to reimburse or pay expenditures  incurred
during the rolling  12-month period in which that month falls.  Any reimbursable
expenses in excess of the limitation  described above are not  reimbursable  and
will be borne by INVESCO. No further payments will be made by the Fund under the
Plan in the event of its  termination.  Also,  any payments made by the Fund may
not be used to  finance  the  distribution  of shares  of any other  fund of the
Company or other mutual fund advised by INVESCO. Payments made by the Fund under
the Plan for compensation of marketing  personnel,  as noted above, are based on
an allocation formula designed to ensure that all such payments are appropriate.

SERVICES PROVIDED BY THE FUND

      Shareholder Accounts.  INVESCO maintains a share account that reflects the
current holdings of each shareholder.  A separate account will be maintained for
a shareholder for each fund in which the shareholder invests. Share certificates
will be issued only upon specific request.  Since certificates must be carefully
safeguarded and must be surrendered in order to exchange or redeem


<PAGE>



Fund shares,  most  shareholders  do not request share  certificates in order to
facilitate such transactions.  Each shareholder is sent a detailed  confirmation
of each transaction in shares of the Fund.  Shareholders whose only transactions
are through the EasiVest, direct payroll purchase, automatic monthly exchange or
periodic withdrawal programs, or are reinvestments of dividends or capital gains
in the same or another fund, will receive confirmations of those transactions on
their quarterly statements.  These programs are discussed below. For information
regarding a shareholder's account and transactions, the shareholder may call the
Fund's office by using the telephone number on the cover of this Prospectus.

      Reinvestment  of   Distributions.   Income   dividends  and  capital  gain
distributions are  automatically  reinvested in additional shares of the Fund at
the net asset value per share of the Fund in effect on the  ex-dividend  date. A
shareholder  may,  however,   elect  to  reinvest  dividends  and  capital  gain
distributions  in  certain  of  the  other  no-load  mutual  funds  advised  and
distributed by INVESCO, or receive payment of all dividends and distributions in
excess of $10.00 by check by giving written notice to INVESCO at least two weeks
prior  to the  record  date on  which  the  change  is to take  effect.  Further
information concerning these options can be obtained by contacting INVESCO.

      Periodic  Withdrawal  Plan.  A Periodic  Withdrawal  Plan is  available to
shareholders  who own or purchase  shares of any mutual funds advised by INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is  established,  the  shareholder  owns shares  having a value of at least
$5,000 in the fund  from  which  withdrawals  will be made.  Under the  Periodic
Withdrawal Plan,  INVESCO,  as agent,  will make specified  monthly or quarterly
payments  of any  amount  selected  (minimum  payment  of  $100)  to  the  party
designated by the  shareholder.  Notice of all changes  concerning  the Periodic
Withdrawal Plan must be received by INVESCO at least two weeks prior to the next
scheduled check. Further information  regarding the Periodic Withdrawal Plan and
its requirements and tax consequences can be obtained by contacting INVESCO.

      Exchange Privilege.  Shares of the Fund may be exchanged for shares of any
other fund of the Company,  as well as for shares of any of the following  other
no-load mutual funds which are also advised and  distributed by INVESCO,  on the
basis of their respective net asset values at the time of the exchange:  INVESCO
Diversified  Funds,  Inc.,  INVESCO Dynamics Fund, Inc., INVESCO Emerging Growth
Fund,  Inc.,  INVESCO Growth Fund,  Inc.,  INVESCO Income Funds,  Inc.,  INVESCO
Industrial Income Fund, Inc., INVESCO  International  Funds, Inc., INVESCO Money
Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds,
Inc., INVESCO Strategic Portfolios, Inc., and INVESCO Value Trust,

      An exchange  involves the  redemption of shares in the Fund and investment
of the redemption proceeds in shares of another fund of


<PAGE>



the Company or in shares of one of the funds  listed  above.  Exchanges  will be
made at the net asset  value per  share  next  determined  after  receipt  of an
exchange  request in proper order. Any gain or loss realized on such exchange is
recognizable  for  federal  income tax  purposes  by the  shareholder.  Exchange
requests may be made either by telephone or by written  request to INVESCO Funds
Group,  Inc.,  using  the  telephone  number  or  address  on the  cover of this
Prospectus.  Exchanges  made by telephone must be in an amount of at least $250,
if the  exchange  is being made into an  existing  account of one of the INVESCO
funds.  All  exchanges  that  establish  a new  account  must  meet  the  Fund's
applicable  minimum initial investment  requirements.  Written exchange requests
into an  existing  account  have no minimum  requirements  other than the Fund's
applicable minimum subsequent investment requirements.

      The  privilege  of  exchanging  Fund shares by  telephone  is available to
shareholders automatically unless expressly declined. By signing the new account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone exchange privileges, the investor has agreed that the Fund will not be
liable for following  instructions  communicated by telephone that it reasonably
believes to be  genuine.  The Fund  employs  procedures,  which it believes  are
reasonable,  designed to confirm that exchange  instructions are genuine.  These
may include recording telephone instructions and providing written confirmations
of exchange transactions.  As a result of this policy, the investor may bear the
risk of any loss  due to  unauthorized  or  fraudulent  instructions;  provided,
however, that if the Fund fails to follow, these or other reasonable procedures,
the Fund may be liable.

      In order to prevent abuse of this privilege to the  disadvantage  of other
shareholders, the Fund reserves the right to terminate the exchange privilege of
any  shareholder  who requests  more than four  exchanges a year.  The Fund will
determine  whether  to do so based on a  consideration  of both  the  number  of
exchanges any particular  shareholder or group of shareholders has requested and
the time period over which those exchange requests have been made, together with
the level of expense to the Fund which will  result  from  effecting  additional
exchange requests.  The exchange privilege also may be modified or terminated at
any time.  Except for those limited instances where redemptions of the exchanged
security are  suspended  under Section  22(e) of the  Investment  Company Act of
1940, or where sales of the fund into which the  shareholder  is exchanging  are
temporarily  stopped,  notice of all such  modifications  or  termination of the
exchange  privilege  will be  given  at  least  60  days  prior  to the  date of
termination or the effective date of the modification.

      Before making an exchange, the shareholder should review the
prospectuses of the funds involved and consider their differences,
and should be aware that the exchange privilege may only be
available in those states where exchanges may legally be made,
which will require that the shares being acquired are registered
for sale in the shareholder's state of residence.  Shareholders


<PAGE>



interested  in  exercising  the  exchange  privilege  may  contact  INVESCO  for
information concerning their particular exchanges.

      Automatic Monthly  Exchange.  Shareholders who have accounts in any one or
more of the mutual funds  distributed  by INVESCO may arrange for a fixed dollar
amount of their  fund  shares to be  automatically  exchanged  for shares of any
other INVESCO mutual fund listed under "Exchange  Privilege" on a monthly basis.
The minimum monthly exchange in this program is $50.00.  This automatic exchange
program can be changed by the  shareholder  at any time by notifying  INVESCO at
least two weeks prior to the date the change is to be made. Further  information
regarding this service can be obtained by contacting INVESCO.

      EasiVest.  For  shareholders  who want to  maintain a schedule  of monthly
investments,  EasiVest uses various methods to draw a preauthorized  amount from
the  shareholder's  bank  account  to  purchase  Fund  shares.   This  automatic
investment  program can be changed by the  shareholder at any time by writing to
INVESCO at least two weeks  prior to the date the change is to be made.  Further
information regarding this service can be obtained by contacting INVESCO.

      Direct Payroll  Purchase.  Shareholders  may elect to have their employers
make  automatic  purchases  of Fund  shares for them,  by  deducting a specified
amount from their regular  paychecks.  This automatic  investment program can be
modified  or  terminated  at any  time  by the  shareholder,  by  notifying  the
employer.  Further  information  regarding  this  service  can  be  obtained  by
contacting INVESCO.

HOW TO REDEEM SHARES

      You may  redeem all or any  portion  of the shares in your  account at any
time by telephone or mail as described below. Shares of the Fund may be redeemed
at their  current net asset value per share next  determined  after a request in
proper  form  is  received  at  the  Fund's  office.  (See  "How  Shares  Can Be
Purchased.")  Net asset value per share at the time of redemption may be more or
less than the price you paid to purchase your shares,  depending  primarily upon
the Fund's investment performance.

      If the shares being  redeemed are  represented  by stock  certificates,  a
written request for redemption signed by the registered  shareholder(s)  and the
certificates  must be forwarded to INVESCO  Funds Group,  Inc.,  Post Office Box
173706,  Denver,  Colorado  80217-3706.  Redemption  requests  sent by overnight
courier,  including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO  Funds Group,  Inc. at 7800 E. Union Avenue,  Denver,  CO
80237. If no certificates have been issued, a written  redemption request signed
by each  registered  owner of the  account  may be  submitted  to INVESCO at the
address noted above. If shares are held in the name of a corporation, additional
documentation may be necessary. Call or write for specifics. If


<PAGE>



payment  for the  redeemed  shares  is to be  made to  someone  other  than  the
registered  owner(s),  the  signature(s)  must  be  guaranteed  by  a  financial
institution  which qualifies as an eligible  guarantor  institution.  Redemption
procedures  with respect to accounts  registered in the names of  broker/dealers
may differ from those applicable to other shareholders.

      Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each Fund in which they invest.

      Payment of redemption  proceeds will be mailed within seven days following
receipt of the  required  documents.  However,  payment may be  postponed  under
unusual  circumstances,  such as when normal  trading is not taking place on the
New York Stock  Exchange,  an emergency  exists as defined by the Securities and
Exchange  Commission,  or the shares to be redeemed were  purchased by check and
that check has not yet cleared; provided,  however, that all redemption proceeds
will be paid out promptly upon  clearance of the purchase  check (which may take
up to 15 days).

      Because of the high relative costs of handling small accounts,  should the
value of any  shareholder's  account fall below $250, as a result of shareholder
action, the Fund reserves the right to effect the involuntary  redemption of all
shares in such account,  in which case the account  would be liquidated  and the
proceeds  forwarded  to  the  shareholder.  Prior  to  any  such  redemption,  a
shareholder  will be  notified  and given 60 days to  increase  the value of the
account to $250 or more.

      Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited  redemption of shares having a minimum value
of $250 (or  redemption  of all shares if their value is less than $250) held in
accounts  maintained in their name by  telephoning  redemption  instructions  to
INVESCO, using the telephone number on the cover of this Prospectus.  Unless the
Fund's management permits a larger redemption request to be placed by telephone,
a  shareholder  may not place a  redemption  request by  telephone  in excess of
$25,000. The redemption proceeds,  at the shareholder's  option,  either will be
mailed  to the  address  listed  on the  shareholder's  Fund  account,  or wired
(minimum of $1,000) or mailed to the bank which the  shareholder  has designated
to receive the  proceeds of telephone  redemptions.  The Fund charges no fee for
effecting such telephone redemptions.  These telephone redemption privileges may
be  modified  or  terminated  in the  future  at the  discretion  of the  Fund's
management.  Shareholders  should understand that while the Fund will attempt to
process all telephone  redemption  requests on an expedited basis,  there may be
times, particularly in periods of severe economic or market disruption, when (a)
they may encounter difficulty in placing a telephone redemption request, and (b)
processing telephone  redemptions may require up to seven days following receipt
of the telephone redemption request, or additional time because of


<PAGE>



postponements resulting from the unusual circumstances set forth
above.

      The  privilege  of  redeeming  Fund shares by  telephone  is  available to
shareholders  automatically unless expressly declined.  By signing a new account
Application,  a Telephone  Redemption  Authorization Form or otherwise utilizing
telephone redemption  privileges,  the shareholder has agreed that the Fund will
not be liable for  following  instructions  communicated  by  telephone  that it
reasonably  believes  to be  genuine.  The  Fund  employs  procedures,  which it
believes are  reasonable,  designed to confirm that telephone  instructions  are
genuine.  These may  include  recording  telephone  instructions  and  providing
written confirmation of transactions initiated by telephone. As a result of this
policy,  the  investor  may bear the  risk of any  loss due to  unauthorized  or
fraudulent  instructions;  provided,  however,  that if the Fund fails to follow
these or other reasonable procedures, the Fund may be liable.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES

      Dividends and Capital Gain Distributions. All of the Fund's net investment
income  is paid out to  shareholders.  Net  investment  income  consists  of all
interest income accrued on portfolio  securities,  less all expenses of the Fund
for the applicable  period.  Dividends  from net investment  income are declared
daily and paid monthly.  Distributions  of net realized  capital gains,  if any,
will be made at least  annually,  usually in  December.  Dividends  and  capital
gains, if any, are automatically  reinvested in additional shares of the Fund at
the net asset value on the ex- dividend date, unless otherwise  requested.  (See
"Services Provided by the Fund - Reinvestment of Distributions.")

      Taxes.  The Fund  intends to  continue to comply  with the  provisions  of
Subchapter M of the Internal  Revenue Code  applicable  to regulated  investment
companies and to make sufficient  distributions of investment income and capital
gains to relieve it from all federal income taxes. In addition, the Fund intends
to qualify  during each fiscal year to pay  "exempt-interest  dividends"  to its
shareholders.  Exempt-interest  dividends,  which are  derived  from net  income
earned by the Fund on  municipal  obligations,  will be  excludable  from  gross
income of the shareholders for federal income tax purposes and, therefore,  free
from regular income tax. Any  distributions  to  shareholders  from net interest
income  earned  by the Fund  from  taxable  temporary  investments,  or from net
capital gains, whether paid in cash or reinvested in additional shares, would be
subject to federal income  taxation.  Distributions  of net realized  short-term
capital gains are, for federal income tax purposes,  taxable as ordinary  income
to shareholders.  Under the Tax Reform Act of 1986, interest on certain "private
activity  bonds" issued after August 7, 1986, is an item of tax  preference  for
purposes  of the  alternative  minimum  tax in  taxable  years  beginning  after
December 31, 1986.  The Fund intends to limit,  and has limited in the past, its
investments in such "private activity


<PAGE>



bonds" to not more than 20% of the Fund's assets. The portion of exempt-interest
dividends  paid by the Fund  which is  attributable  to such  "private  activity
bonds" would be an item of tax preference to shareholders. Additionally, certain
corporations also may have to include  exempt-interest  dividends in calculating
alternative  minimum  taxable income in situations  where the "adjusted  current
earnings" of the corporation exceeds its alternative minimum taxable income.

      At the end of each calendar year,  shareholders  are sent full information
on  dividends  and  capital  gain  distributions  for  tax  purposes.  The  Fund
anticipates that  substantially all of the dividends to be paid by the Fund will
be exempt from federal income taxes. During the fiscal year ended June 30, 1994,
99.61% of the  dividends  declared by the Fund were exempt from  federal  income
taxes.  There is no assurance that this will be the case in future years. If any
portion of such dividends is not exempt,  the Fund will advise  shareholders  of
the proportion  thereof in its annual tax notice.  Exemption of  exempt-interest
dividends  for  federal  income  tax  purposes  does not  necessarily  result in
exemption  under  the  income  or other  tax laws of any  state or local  taxing
authority.  Although these dividends generally will be subject to such state and
local taxes,  the laws of the several states and local taxing  authorities  vary
with respect to the taxation of such exempt-interest dividends, other dividends,
and  distributions  of capital  gains.  Shareholders  of the Fund are advised to
consult their own tax advisers with respect to these matters.

ADDITIONAL INFORMATION

      Voting  Rights.  All shares of the Fund and the other fund of the  Company
have equal voting  rights,  based on one vote for each share owned.  Voting with
respect to certain matters, such as ratification of independent  accountants and
the election of directors,  will be by all funds of the Company voting together.
In other cases, such as voting upon an investment  advisory contract,  voting is
on a fund-by-fund basis. When not all funds are affected by a matter to be voted
upon,  only  shareholders  of the fund or funds  affected  by the matter will be
entitled to vote thereon.  The Company is not generally  required,  and does not
expect, to hold regular annual meetings of shareholders.  However,  the board of
directors  will call special  meetings of  shareholders  for the purpose,  among
other reasons, of voting upon the question of removal of a director or directors
when  requested  to do so in  writing  by the  holders  of 10%  or  more  of the
outstanding shares of the Company or as may be required by applicable law or the
Company's  Articles of  Incorporation.  The Company will assist  shareholders in
communicating  with other shareholders as required by the Investment Company Act
of 1940. Directors may be removed by action of the holders of a majority or more
of the outstanding shares of the Company.



<PAGE>



      Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Fund at the  telephone  number or mailing  address set forth on the cover
page of this Prospectus.

      Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 E.
Union Ave.,  Denver,  Colorado 80237,  acts as registrar,  transfer  agent,  and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which provides that the Fund will pay a fee of $20.00 per shareholder account or
omnibus account  participant per year. The transfer agency fee is not charged to
each shareholder's or participant's account, but is an expense of the Fund to be
paid from the Fund's assets. In addition, registered broker-dealers, third party
administrators of tax-qualified  retirement plans and other entities may provide
sub- transfer agency services to the Fund which reduce or eliminate the need for
identical  services to be  provided  on behalf of the Fund by  INVESCO.  In such
cases,  INVESCO  is  authorized  to pay the third  party an annual  sub-transfer
agency fee of up to $20.00 per  participant in the third party's omnibus account
out of the transfer agency fee which is paid to INVESCO by the Fund.



<PAGE>


                              INVESCO  TAX-FREE  LONG-TERM  BOND  FUND A no-load
                              mutual  fund  seeking as high a level of  interest
                              income  exempt  from  federal  income  taxes as is
                              consistent with the preservation of capital.

                                    PROSPECTUS November 1, 1994




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, 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

If you're in Denver, visit one of our convenient Investors Centers:

      Cherry Creek
      155-B Fillmore Street

      Denver Tech Center
      7800 E. Union Avenue
      Lobby Level



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