INVESCO TAX FREE INCOME FUNDS INC
N-30D, 1998-08-24
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ANNUAL REPORT


June 30, 1998


INVESCO 
TAX-FREE 
INCOME
FUNDS


Tax-Free Long-Term
Bond Fund

Tax-Free Intermediate
Bond Fund



     You should know
what INVESCO knows.

INVESCO FUNDS

<PAGE>

Economic Overview                                                     July 1998
   The first half of 1998 produced strong gains for the equity markets, as lower
interest rates, low inflation, and robust consumer confidence lifted the markets
to euphoric levels. However, much like the latter half of 1997, these gains were
produced only with increased  volatility as concerns  about the Asian  contagion
and  its  potential  effect  on the  domestic  economy  continued  to  weigh  on
investors.  As  negative  sentiment  intensified,  investors  sought  safety  in
large-capitalization    stocks,    producing    severe   sector   rotation   and
underperformance  of  many  small-  and  mid-cap  stock  indexes.  Nevertheless,
numerous  financial  pundits  speculate  that the current  economic  environment
represents investment nirvana.
   How long  will  this  situation  last?  The key to  maintaining  the  current
economic  backdrop and equity valuations may lie in the following  variables:
   o Consumer Confidence: American household optimism, as measured by the 
Consumer  Confidence  Index,  is  riding  a  29-year  high.  Concomitantly,
consumer willingness to spend money increases, benefiting the economy.
   o Interest Rates:  Interest rates are at historic low levels. A significant
increase would slow the domestic economy,  decrease corporate earnings, and have
a negative effect on the financial markets.
   o Productivity:  Significant gains in productivity by American workers have
contributed  strongly to the lengthy  bull  market;  as  productivity  improves,
earnings  accelerate,   supporting  company  stock  prices.  Conversely,  slower
productivity  could  have a  negative  effect on  corporate  earnings  and stock
prices.
   If these three variables  remain positive,  the economic  expansion and
bull market in the U.S. should continue. But, as with most perfect scenarios, if
conditions  in the economy  change and create a negative  backdrop for financial
markets,  then the markets are likely to experience a  contraction.  Either way,
investors need to remember that  short-term  fluctuations  in the markets should
not influence  long-term  financial plans, and presently the underpinnings for a
strong equity market remain intact.
   For fixed-income investors,  the outlook for bonds and interest rates remains
positive.  Inflation remains subdued and the world's largest borrower,  the U.S.
government,  may have a budget  surplus  this year --  decreasing  their need to
borrow funds. In addition,  given the economic and currency  problems  elsewhere
around the world,  our  fixed-income  market still looks quite  attractive  on a
risk/reward   basis,    causing   many   international    investors   to   favor
dollar-denominated fixed-income obligations in the U.S.

Fund Management
     As of April 1998, Ms. Dawn Daggy-Mangerson  assumed the responsibilities of
portfolio manager for both INVESCO Tax-Free Long-Term and Tax-Free  Intermediate
Bond funds. Dawn received her BS from DePaul University and began her investment
career in 1985.  Formerly,  she was a vice president and portfolio  manager with
Nationsbank/Tradestreet   Investment   Associates,   Inc.,   where  she  managed
approximately $800 million in municipal bond assets.

Strategic Overview of Municipal Investments
   Over the last 12 months,  interest rates have declined  significantly  as the
Asian financial crisis focused investors' attention on the possibility of slower
global  growth and  deflation.  As  pessimism  intensified,  a flight to quality
occurred in the fixed-income  market.  Treasury obligations -- viewed by many as
lower risk  securities --  outperformed  municipal  securities by a wide margin.
From a historical perspective,  the relative outperformance of Treasuries during
the last 12 months is unusual.  Over longer periods of time, the performance gap
between the two asset classes should shrink.


<PAGE>

   Within this environment of lower interest rates,  INVESCO's  tax-exempt funds
have produced strong absolute returns,  but have lagged behind their peers. This
is primarily due to our  conservative  duration posture during the fall of 1997.
At that time, we were still concerned about overly strong employment  numbers as
well  as  the  possibility  of  inflation,   and  underestimated  the  potential
deflationary  pressures  produced by the Asian financial crisis.  Since then, we
have restructured the portfolios to take advantage of current market trends, and
to give the funds a more value-oriented, conservative bias.
   In the first half of 1998, we restructured  the classic barbell  structure of
the  portfolios  by reducing our cash balance and  increasing  our  ownership in
higher coupon  non-callable bonds and state government  obligations.  By using a
value-oriented  strategy, we seek to help reduce the volatility of the funds and
make them somewhat less sensitive to movements in interest rates.

Looking Forward
   We remain optimistic  regarding interest rates, as the Asian financial crisis
should continue to produce  deflationary  pressures throughout the U.S. economy.
In addition,  the potential for the first federal budget surplus in 18 years may
also put downward pressure on interest rates.  Presently,  municipal  securities
look relatively cheap compared to Treasuries. As a result, we may enter a period
of  relative   outperformance  for  municipals.   Regardless  of  interest  rate
movements,  we plan to employ a value  orientation  when analyzing  investments,
looking for high quality securities that are attractively priced.

INVESCO Tax-Free Income Funds, Inc.
   The line  graphs on the  following  pages  illustrate  the value of a $10,000
investment,  plus  reinvested  dividends  and  capital  gain  distributions,  in
Tax-Free  Long-Term  Bond Fund for the  10-year  period  ended  6/30/98,  and in
Tax-Free  Intermediate  Bond Fund for the period from inception  (12/93) through
6/30/98.
   At the end of these  respective  periods,  the Tax-Free  Long-Term  Bond Fund
account would have had a value of $21,893 and Tax-Free  Intermediate  Bond Fund,
$12,200.  The chart and other  total  return  figures  cited  reflect the funds'
operating  expenses,  but the  indexes do not have  expenses,  which  would,  of
course,  have lowered their performance.  (Of course,  past performance is not a
guarantee of future results.)(1) (2)

                         Tax-Free Long-Term Bond Fund
                       Average Annualized Total Return
                             as of 6/30/98 (2)

                      1 year                      6.87%
                      ---------------------------------
                      5 years                     5.14%
                      ---------------------------------
                      10 years                    8.15%
                      ---------------------------------

Graph:      Tax-Free Long-Term Bond Fund 10-Year Total Return
            vs. Lehman Municipal Bond Index

            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 10-year period ended 6/30/98.
<PAGE>

Graph:      Tax-Free Long-Term Bond Fund
            Geographical Diversification
            by market value as of 6/30/98

            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-23% Midwest-31%
            Northeast-17%  South  Central-15% Southeast-14%

   Composition of holdings is subject to change.

   For the one-year period ended 6/30/98,  INVESCO Tax-Free  Long-Term Bond Fund
had a return of 6.87%.  The Lehman  Municipal  Bond Index had a total  return of
8.66% for the same one-year period.(1) (2)

                        Tax-Free Intermediate Bond Fund
                        Average Annualized Total Return
                             as of 6/30/98 (2)

                        1 year                      6.02%
                        ---------------------------------
                        Since inception (12/93)     4.43%
                        ---------------------------------

Graph:      Tax-Free Intermediate Bond Fund Total Return From Inception
            vs. Lehman Intermediate Municipal Bond Index

            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  period  from inception (12/93)
            through 6/30/98.

Graph:      Tax-Free Intermediate Bond Fund
            Geographical Diversification
            by market value as of 6/30/98

            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-41%  Midwest-21%
            Northeast-11%  South Central-14% Southeast-13%.
   
   Composition of holdings is subject to change.

   For the one-year period ended 6/30/98,  INVESCO  Tax-Free  Intermediate  Bond
Fund had a total return of 6.02%. The Lehman  Intermediate  Municipal Bond Index
had a total return of 8.48% for the same one-year period.(1) (2)


(1) The Lehman  Municipal Bond Index and  Intermediate  Municipal Bond Index are
unmanaged indexes indicative of the broad tax-exempt bond market.

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



<PAGE>


<TABLE>
<CAPTION>

INVESCO Tax-Free Income Funds, Inc.
Statement of Investment Securities
June 30, 1998
- ----------------------------------------------------------------------------------------------
                                                                  Principal
Description                                                          Amount              Value
- ----------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>   

TAX-FREE INTERMEDIATE BOND Fund
MUNICIPAL BONDS   97.79%
ALASKA   6.99%
Alaska Indl Dev & Export Auth, Ref Revolving Fund,
 Series 1994A, Lots 1-29, 5.700%, 4/1/2004                   $      180,000     $      192,451
Municipality of Anchorage, Alaska,
 Gen Oblig Ref, Gen Purpose, 1993 Series B,
 4.900%, 8/1/2003                                                    25,000             25,759
  Port Rev Ref, 1995, 6.000%, 2/1/2004                              150,000            162,240
                                                                                --------------
                                                                                       380,450
CALIFORNIA   5.11%                                                              --------------
California, Various Purpose Gen Oblig, Series 1992,
 6.300%, 9/1/2008                                                   150,000            172,936
Monterey Cnty Pub Wks Brd, California
 (Dept of Corrections (Soledad II)),
 Lease Rev Ref, 1996 Series D,
   5.375%, 11/1/2011                                                100,000            105,337
                                                                                --------------
                                                                                       278,273

                                                                                --------------
COLORADO    6.88%
Arapahoe Cnty Pub Hwy Auth, Colorado (E-470 Proj),
 Cap Impt Trust Fund, Hwy Rev, Veh Regn Fee,
   5.300%, 8/31/2006                                                200,000            211,816
Montrose Cnty Bldg Auth, Colorado,
 Ctfs of Participation, 6.350%, 6/15/2006                           150,000            162,753
                                                                                --------------
                                                                                       374,569
                                                                                --------------
DISTRICT OF COLUMBIA   0.47%
District of Columbia, Gen Oblig Ref,
 Series 1994A-3, 5.200%, 6/1/2003                                    25,000             25,588
FLORIDA   5.58%                                                                 --------------
Dade Cnty, Florida, Solid Waste System Rev Ref,
 Special Ltd Oblig, Series 1996, 6.000%,
 10/1/2006                                                          200,000            222,392
Miami Beach Redev Agency, Florida
 (City Ctr/Historic Convention Village),
 Tax Increment Rev,
   Series 1993, 5.100%, 12/1/2003                                    80,000             81,448
                                                                                --------------
                                                                                       303,840
                                                                                --------------
<PAGE>

GEORGIA   0.56%
Muni Elec Auth of Georgia, Pwr Rev, Series CC,
 4.500%, 1/1/2002                                                    30,000             30,240
ILLINOIS    6.62%                                                               --------------
Illinois, Gen Oblig, Series 1995, 5.125%,
 12/1/2005                                                          125,000            131,155

Illinois Hlth Facils Auth (Ancilla Systems
 Obligated Group), Rev Ref, Series 1997A,
  4.900%, 7/1/2008                                                  150,000            153,381
Illinois Hsg Dev Auth, Hsg Dev Rev,
 1993 Series A, 5.000%, 1/1/2001                                     15,000             15,143
Illinois Toll Hwy Auth, Toll Hwy Ref Rev,
 1993 Series A, 4.700%, 1/1/2001                                     60,000             60,757
                                                                                 -------------
                                                                                       360,436
                                                                                 -------------
LOUISIANA   3.16%
Louisiana Pub Facils Auth, Student Ln Rev,
 Series 1992A-1, 6.200%, 3/1/2001                                   165,000            172,179
MASSACHUSETTS   2.29%                                                            -------------
Massachusetts Bay Transn Auth, Gen Transn System,
 1997 Series B, 5.000%, 3/1/2007                                    100,000            103,710
Massachusetts Muni Wholesale Elec, Pwr Supply
 System Rev, 1992 Series B, 6.375%, 7/1/2001                         20,000             21,128
                                                                                 -------------
                                                                                       124,838
                                                                                 -------------
MICHIGAN    3.83%
Michigan, Comprehensive Transn Ref, Series 1992B,
 5.750%, 5/15/2011                                                  200,000            208,176
MONTANA   4.66%                                                                  -------------
Forsyth, Montana (Portland Gen Elec Proj), VR,
 PCR Ref, Series 1998B, 4.750%, 5/1/2033                            250,000            253,325
NEVADA    6.66%                                                                  -------------
Nevada Hsg Div (Single Family Prog),
 Sr Rev, 1994 Issue B-1, 5.900%, 4/1/2003                           120,000            127,469
Nevada (Nevada Muni Bank Proj #65 & #R-6),
 Gen Oblig Ltd Tax, Series 1998, 6.750%,
 5/15/2008                                                          200,000            234,898
                                                                                 -------------
                                                                                       362,367
                                                                                 -------------
NEW HAMPSHIRE   3.79%
New Hampshire Hsg Fin Auth, Single Family
 Residential Mtg, 1994 Series D, 5.850%,
 1/1/2001                                                           200,000            206,472
OHIO    3.99%                                                                   --------------
Ohio Bldg Auth, State Correctional Facils Ref,
 1994 Series A, 4.600%, 10/1/2003                                    50,000             50,937
Ohio Bldg Auth (Admin Bldg Fund Proj),
 State Facils, 1995 Series A, 6.000%,
 10/1/2006                                                          150,000            166,341
                                                                                --------------
                                                                                       217,278
                                                                                --------------
<PAGE>


PENNSYLVANIA   5.12%
Philadelphia, Pennsylvania, Wtr & Wastewtr Rev,
 Series 1995, 6.750%, 8/1/2005                                      150,000            171,219
Univ of Pittsburgh -- Of the Commonwealth System
 of Higher Ed, Pennsylvania, Univ Ref,
  1997 Series B 1997, 5.500%, 6/1/2007                              100,000            107,291
                                                                                --------------
                                                                                       278,510
                                                                                --------------
SOUTH DAKOTA   4.75%
South Dakota Student Ln Fin, Student Ln Rev,
 Series 1994-A, 5.850%, 8/1/2000                                    250,000            258,335
TEXAS    8.04%                                                                  --------------
Harris Cnty, Texas, Toll Road Unltd Tax &
 Sub Lien Rev, Series 1994A, 6.500%, 8/15/2013                      200,000            234,318
Katy Independent School Dist, Texas (Fort Bend,
 Harris & Waller Counties), Limited Tax School Bldg,
   Series 1996, 7.500%, 2/15/2006                                   150,000            177,721
Trinity River Indl Dev Auth, Texas (Intl Paper Proj),
 Rev Ref, 1993 Series, 4.900%, 12/1/2002                             25,000             25,604
                                                                                --------------
                                                                                       437,643
                                                                                --------------
VIRGINIA    6.26%
Rivanna Wtr & Swr Auth, Virginia, Regl Wtr &
 Swr System Rev Ref, Series of 1993, 4.500%,
 10/1/2000                                                           50,000             50,677
Southeastern Pub Svc Auth, Virginia, Regl Solid
 Waste System, Sr Rev Ref, Series 1993A,
   5.150%, 7/1/2009                                                 100,000            105,371
Virgina Pub School Auth, School Fing & Ref,
 Series 1998A, 5.250%, 8/1/2009                                     175,000            184,555
                                                                                --------------
                                                                                       340,603
                                                                                --------------
WASHINGTON   7.10%
Thurston Cnty, Washington (North Thurston School
 Dist #3), Unltd Tax Gen Oblig, 1992,
   6.500%, 12/1/2009                                                200,000            217,384
Washington Hlth Care Facils (Catholic Hlth
 Initiatives), Rev, Series 1997A, 5.100%,
 12/1/2009                                                          100,000            102,924
Wenatchee, Washington, Wtr & Swr Rev Ref,
 1994, 4.600%, 12/1/2002                                             65,000             66,266
                                                                                --------------
                                                                                       386,574
                                                                                --------------
<PAGE>


WISCONSIN   2.10%
Merrill Area Common Pub School Dist, Wisconsin
 (Lincoln, Langlande & Marathon Cntys),
  Gen Oblig Ref, Series 1998, 6.500%, 4/1/2007                      100,000            114,259
WYOMING   3.83%                                                                 --------------
Platte Cnty, Wyoming (Basin Elec Power Cooperative
 -- Laramie River Station Proj), PCR Ref,
   Series 1994, 5.100%, 1/1/2008                                    200,000            208,146
TOTAL MUNICIPAL BONDS                                                           --------------
  (Cost $5,165,401)                                                                  5,322,101
                                                                                --------------
SHORT-TERM  INVESTMENTS  -- MUNICIPAL  NOTES 2.21%
TENNESSEE  0.37%  Knoxville,
Tennessee, Wtr Rev Ref & Impt,
 Series M-1993, 4.500%, 3/1/1999                                     20,000             20,091
TEXAS    1.84%
Lone Star Airport Imp Auth, Texas (American
 Airlines Proj), AR, Multi-Mode Demand Rev,
  Series B-3, 4.000%, 12/1/2014                                     100,000            100,000
                                                                                --------------
TOTAL MUNICIPAL SHORT-TERM NOTES
  (Cost $120,011)                                                                      120,091
                                                                                --------------
TOTAL INVESTMENT SECURITIES AT VALUE   100.00%
  (Cost $5,285,412#)                                                            $    5,442,192
                                                                                ==============
                                                                                

TAX-FREE LONG-TERM BOND Fund
MUNICIPAL BONDS   90.86%
ALASKA   0.19%
Alaska Hsg Fin (Veterans Mtg Prog),
 Collateralized Gen Oblig, 1990 First Series,
 7.500%, 12/1/2030                                           $      400,000     $      420,504
ARIZONA   0.47%                                                                 --------------                      
Arizona Edl Ln Mktng, 1992 Edl Ln Rev, Series B,
 7.000%, 3/1/2005                                                 1,000,000          1,072,890
ARKANSAS   3.52%                                                                --------------
Little River Cnty, Arkansas (Georgia
- -Pacific Proj), Ref Rev, Series 1998, 5.600%,
 10/1/2026                                                        8,000,000          8,009,040
CALIFORNIA    0.99%                                                             --------------
Big Bear Lake Dept of Wtr & Pwr, California,
 Wtr Rev Ref, Series 1996, 6.000%, 4/1/2022                       2,000,000          2,249,400
COLORADO   3.48%                                                                --------------
Denver City & Cnty, Colorado, Gen Oblig Ref,
 Series 1998A, 5.250%, 8/1/2006                                   5,000,000          5,286,600
Denver Hlth & Hosp Auth, Colorado, Hlthcare
 Rev, Series 1998A, 5.125%, 12/1/2005                             1,205,000          1,226,148
Fountain Valley Auth, Colorado, Wtr Treatment
 Ref Rev, Series 1991, 6.800%, 12/1/2019                          1,140,000          1,224,976
Montrose Cnty Bldg Auth, Colorado, Ctfs of
 Participation, 6.350%, 6/15/2006                                   150,000            162,753
                                                                                --------------
                                                                                     7,900,477
                                                                                --------------

<PAGE>
FLORIDA   2.37%
Dade Cnty Pub Impt, Florida, Gen Oblig, Series H,
 6.700%, 6/1/2003                                                 3,000,000          3,332,820
Greater Orlando Aviation Auth, Florida, Airport
 Facils Rev, Series 1988, 8.375%, 10/1/2016                         490,000            504,979

Hillsborough Cnty Aviation Auth, Florida
 (Tampa Intl Airport), Rev Ref,
  1997 Series B, 5.125%, 10/1/2017                                1,545,000          1,545,989
                                                                                --------------
                                                                                     5,383,788
                                                                                --------------
GEORGIA   2.32%
Atlanta, Georgia, Airport Facils Rev,
 Series 1990, 7.250%, 1/1/2017                                    2,000,000          2,160,840
Atlanta, Georgia (Delta Air Lines Proj),
 Special Purpose Facils Rev, Series 1989B,
 7.400%, 12/1/1999                                                3,000,000          3,114,720
                                                                                --------------
                                                                                     5,275,560
                                                                                --------------
HAWAII   3.78%
Hawaii, Gen Oblig, 1998 Series CR, 5.500%,
 4/1/2007+                                                        8,000,000          8,579,920
ILLINOIS   7.76%                                                                --------------
Boone, McHenry & DeKalb Cntys, Illinois
 (Cmnty Unit School Dist #100 (Belvidere)),
 Gen Oblig,   Series 1997, Cap Appreciation,
 12/1/2008                                                        1,005,000            621,110
Chicago, Illinois, Gen Oblig, Ref, Series
 1993B, 5.125%, 1/1/2022                                          2,465,000          2,460,218
Chicago, Illinois, Wastewtr Transmission Rev,
 Series 1995, 5.125%, 1/1/2025+                                  10,000,000          9,851,900
Chicago, Illinois (Peoples Gas Light & Coke),
 1st & Ref Mtg, Series CC, Medium-Term Notes,
   6.875%, 3/1/2015                                               2,875,000          3,150,252
Illinois Dev Fin Auth (Catholic Charities Hsg
 Dev Proj), Rev, Series 1995, 6.350%, 1/1/2025                    1,500,000          1,558,755
                                                                                --------------
                                                                                    17,642,235
                                                                                --------------
INDIANA   12.40%
DeKalb Cnty Redev Auth, Indiana (Mini-Mill Loc
 Pub Impt Proj), Rev, Series A 1995,
   6.500%, 1/15/2014                                                900,000            992,106
Hamilton Cnty Pub Bldg, Indiana (Hamilton Cnty),
 1st Mtg Ref, Series B, 6.250%, 1/20/2013                         4,300,000          4,694,912
Indiana Transn Fin Auth, Airport Facils Lease
 Rev, Series A, 6.750%, 11/1/2011                                 1,500,000          1,679,685
Indianapolis Airport Auth, Indiana, Rev,
 Series 1988, 8.400%, 7/1/2008                                    2,000,000          2,040,000

<PAGE>


Indianapolis Loc Pub Impt Bank, Indiana,
 Impt Rev, Series 1991C, 6.700%, 1/1/2017                         3,750,000          4,126,200
Petersburg, Indiana (Indianapolis Pwr & Light
 Proj), PCR Ref, Series 1993B, 5.400%, 8/1/2017                   9,850,000         10,280,839
Warren Township School Bldg, Indiana
 (Marion Cnty), 1st Mtg Ref, Series 1998,
   5.500%, 1/5/2006                                               2,020,000          2,156,734
   5.500%, 7/5/2006                                               2,075,000          2,223,425
                                                                                --------------
                                                                                    28,193,901
                                                                                --------------
MARYLAND   1.57%
Maryland Transn Dept, Cons Transn Ref,
 Series 1998, 5.500%, 9/1/2006                                    3,315,000          3,562,896
MASSACHUSETTS    7.19%                                                          --------------
Boston Wtr & Swr Commn, Massachusetts,
 Gen Rev, 1993 Sr Series A, 5.250%,
 11/1/2019+                                                       5,385,000          5,581,929
Commonwealth of Massachusetts, Gen Oblig,
 Cons Ln of 1992, Series D, 8.000%, 5/1/2006+                     5,000,000          6,192,000
Massachusetts Hlth & Edl Facils Auth
 (Cooley Dickinson & Mary Hitchcock Mem Hosps),
 Rev, Series 1995B, 5.500%, 11/15/2018                            3,500,000          3,595,900
Massachusetts Indl Fin Agency (Merrimack
 College), Rev, Series 1997, 5.000%, 7/1/2027                     1,000,000            971,880
                                                                                --------------
                                                                                    16,341,709
                                                                                --------------
MISSISSIPPI   3.13%
Claiborne Cnty, Mississippi (System Energy
 Resources Proj), PCR, Series A, 9.500%,
 12/1/2013                                                          750,000            785,992
Mississippi (Mississippi Gaming Cntys Hwy
 Impts Proj), Gen Oblig, Series A, 5.500%,
 7/1/2008                                                         5,865,000          6,330,094
                                                                                --------------
                                                                                     7,116,086
                                                                                --------------
MISSOURI   2.12%
Missouri Hlth & Edl Facils Auth (Christian
 Hlth Svcs Dev-Christian Hosp Northeast-Northwest),
   FDR, Series A 1989, 5.000%, 6/1/2005                          4,670,000           4,826,398
MONTANA   4.35%                                                                 --------------
Forsyth, Montana (Portland Gen Elec Proj),
 VR, PCR Ref, Series 1998B, 4.750%, 5/1/2033                     9,750,000           9,879,675
NEVADA   2.63%                                                                  --------------
Nevada (Nevada Muni Bd Bank Projs #66 & #67),
 Gen Oblig Ltd Tax, Series July 1, 1998A, 5.500%,
    5/15/2007                                                     5,580,000          5,984,996
NEW HAMPSHIRE    0.38%                                                          --------------
New Hampshire Hsg Fin Auth, Single Family
 Residential Mtg, 1994 Series D, 6.850%,
 7/1/2006                                                           810,000            870,450
                                                                                --------------
<PAGE>


NEW JERSEY    0.48%
New Jersey Hlth Care Facils Fing Auth
 (Kennedy Hlth System Obligated Group),
 Rev Ref, Series 1997B,   5.750%, 7/1/2008                        1,000,000          1,099,240
NEW MEXICO    2.40%                                                             --------------
Los Alamos Cnty, New Mexico, Util System Rev,
 Series 1994A, 6.000%, 7/1/2009                                   5,000,000          5,454,550
NEW YORK   6.96%                                                                --------------
New York, New York, Gen Oblig, Series F, 5.000%,
 8/1/2023                                                         2,000,000          1,922,760
New York & New Jersey Port Auth, Consolidated
 Gen Oblig, Rev, Ninety-Third Series, 6.125%,
 6/1/2094                                                         5,250,000          6,020,280
New York Pwr Auth, Gen Purpose Ref, Series CC,
 4.900%, 1/1/2006                                                 2,760,000          2,884,034
Triborough Bridge & Tunnel Auth, New York,
 Gen Purpose Rev,   Series 1993B, 5.000%,
 1/1/2020                                                         1,935,000          1,924,977
  Series Y, 5.500%, 1/1/2017                                      2,900,000          3,059,152
                                                                                --------------
                                                                                    15,811,203
                                                                                --------------
NORTH CAROLINA    0.22%
North Carolina Eastern Muni Pwr Agency,
 Pwr System Rev Ref, Series 1993C, 5.000%,
 1/1/2002                                                           500,000            506,530
NORTH DAKOTA    0.77%                                                           --------------
Grand Forks, North Dakota (Altru Hlth System
 Oblig Group), Hlth Care System Rev, Series 1997,
   5.600%, 8/15/2017                                              1,675,000          1,744,596
OHIO   3.69%                                                                    --------------
Ohio (Major New State Infrastructure Proj),
 Rev, Series 1998-1, 5.000%, 12/15/2006                           8,060,000          8,393,362
RHODE ISLAND    0.74%                                                           --------------
Rhode Island Depositors Econ Protection,
 Special Oblig, 1992 Series A, 6.950%, 8/1/2022                   1,500,000          1,682,895
SOUTH CAROLINA    2.25%                                                         --------------
South Carolina Ports Auth, Rev, Series 1998,
 5.000%, 7/1/2017                                                 5,250,000          5,105,258
TENNESSEE   1.92%                                                               --------------
Shelby Cnty Hlth, Edl, & Hsg Facil Brd,
 Tennessee (Methodist Hlthcare), Hosp Rev,
 Series 1998,   5.500%, 4/1/2008                                  4,075,000          4,354,790
TEXAS    3.66%                                                                  --------------
Austin, Texas, Combined Util Systems, Rev Ref,
 Series 1992, Cap Appreciation, 11/15/2011                        1,400,000            726,782
Austin, Texas, Wtr, Swr & Elec Ref Rev,
 Series 1982, 14.000%, 11/15/2001                                   455,000            537,479
Galena Park Independent School Dist, Texas
 (Harris Cnty), Unltd Tax School Bldg & Ref,
  Series 1996, Cap Appreciation, 8/15/2023                        3,220,000            855,490

<PAGE>


Harris Cnty, Texas, Toll Road Unltd Tax & Sub
 Lien Rev, Series 1994A, 6.500%, 8/15/2013                          300,000            351,477
Texas Muni Pwr Agency, Ref Rev, Series 1989,
 Cap Appreciation, 9/1/2010                                       6,650,000          3,706,112
Texas Pub Fin Auth, Gen Oblig Ref, Series 1997,
 5.500%, 10/1/2006                                                2,000,000          2,147,960
                                                                                --------------
                                                                                     8,325,300
                                                                                --------------
UTAH   0.65%
Utah Hsg Fin Agency (Federally Insured or
 Gtd Mtg Lns), Single Family Mtg, 1994 Issue
 D-1 Term Mezzanine, 6.450%, 7/1/2011                             1,375,000          1,465,860
                                                                                --------------
VERMONT   0.48%
Vermont Hsg Fin Agency, Single Family Hsg Rev,
 Series 5, 6.875%, 11/1/2016                                      1,000,000          1,085,830
VIRGINIA   4.84%                                                                --------------
Norfolk, Virginia, Gen Oblig Cap Impt & Ref,
 Series 1998, 5.000%, 7/1/2008                                    8,585,000          8,895,434
Virginia Pub School Auth, School Fing & Ref,
 Series 1998 A, 5.250%, 8/1/2007                                  2,000,000          2,108,120
                                                                                --------------
                                                                                    11,003,554
                                                                                --------------
WASHINGTON    2.46%
Grant Cnty Pub Util Dist #2, Washington,
 Hydroelectric Dev Rev, Second Series 1990,
   (Priest Rapids), 7.700%, 1/1/2018                              3,000,000          3,182,340
  (Wanapum), 7.700%, 1/1/2018                                     1,050,000          1,113,819
Thurston Cnty, Washington (North Thurston
 School Dist #3), Unlimited Tax Gen Oblig,
 6.500%, 12/1/2009                                                1,200,000          1,304,304
                                                                                --------------
                                                                                     5,600,463
                                                                                --------------
WISCONSIN   0.69%
Adams Cnty, Wisconsin (Adams-Friendship
 School Dist), Gen Oblig Ref, 6.500%,
 4/1/2015                                                         1,340,000          1,577,743
TOTAL MUNICIPAL BONDS                                                           --------------
  (Cost $197,604,453)                                                              206,521,099
                                                                                --------------
SHORT-TERM INVESTMENTS -- MUNICIPAL NOTES
   9.14%
CALIFORNIA    1.02%
Los Angeles Regl Airports Impt, California
 (American Airlines/Los Angeles Intl Airport),
 AR, Facils Sublease FDR, Issue 1984, Series LAX 2,
 4.000%, 12/1/2025                                                2,320,000          2,320,000
ILLINOIS   1.23%                                                                --------------
Chicago, Illinois (American Airlines Proj),
 DATES, O'Hare Intl Airport Special Facil Rev,
   Series 1983C, 4.000%, 12/1/2017                                2,800,000          2,800,000
                                                                                --------------

<PAGE>


INDIANA   0.44%
Sullivan Cnty Indl Dev Brd, Indiana (Mead Proj),
 DATES, PCR Ref, Series 1986, 3.950%,
 10/1/2016                                                        1,000,000          1,000,000
IOWA   1.19%                                                                    --------------
Iowa Fin Auth (Burlington Med Ctr), ARD, Rev,
 Series 1997, 3.650%, 6/1/2027                                    2,700,000          2,700,000
LOUISIANA   1.17%
East Baton Rouge Parish, Louisiana
 (Georgia-Pacific Proj), AR, 7&7 PCR, Series 1984,
   4.000%, 11/1/2019                                              2,650,000          2,650,000
MICHIGAN   1.10%                                                                --------------
Delta Cnty Econ Dev, Michigan (Mead-Escanaba
 Paper), ATS, Environmental Impt Rev Ref,
 Series D,   4.000%, 12/1/2023                                    2,500,000          2,500,000
NEW YORK   0.84%                                                                --------------
New York Muni Wtr Fin Auth, New York, AR,
 Wtr & Swr System Rev, 1994 Series C,
  4.000%, 6/15/2022~                                              1,900,000          1,900,000
NORTH CAROLINA    0.44%                                                         --------------
North Carolina Med Care Commn (Pooled Fing
 Proj), ACES, Hosp Rev, Series 1991B,
  4.100%, 10/1/2013~                                              1,000,000          1,000,000
OREGON   0.18%                                                                  --------------
Port Portland, Oregon (Reynolds Metals Proj),
 DATES, PCR Ref, Series 1985, 4.000%, 12/1/2009                     400,000            400,000
TEXAS    1.27%                                                                  --------------
Lone Star Airport Impt Auth, Texas (American
 Airlines Proj), MAVRIC, 4.000%, 12/1/2014
  Series B-2                                                      1,000,000          1,000,000
  Series B-3                                                        600,000            600,000
  Series B-4                                                      1,000,000          1,000,000
North Cent Texas Hlth Facils Dev (Presbyterian
 Med Ctr Proj), DATES, Hosp Rev, Series 1985D,
   4.000%, 12/1/2015                                                300,000            300,000
                                                                                --------------
                                                                                     2,900,000
                                                                                --------------
WASHINGTON    0.26%
Washington Hlth Care Facils Auth (Fred Hutchinson
 Cancer Research Ctr, Seattle), VRD, Rev,
  Series 1996, 3.750%, 1/1/2023~                                   600,000             600,000
TOTAL MUNICIPAL SHORT-TERM NOTES
  (Cost $20,770,000)                                                                20,770,000
                                                                                --------------
TOTAL INVESTMENT SECURITIES AT VALUE
  100.00% (Cost $218,374,453#)                                                  $  227,291,099
                                                                                ==============
</TABLE>

<PAGE>

The  following  abbreviations  may be used in portfolio  descriptions:
A/FR*           -- Adjustable/Fixed Rate
ACES*           -- Adjustable Convertible Extendable Securitites
AR*             -- Adjustable  Rate
ARD*            -- Adjustable  Rate Demand 
ATS*            -- Adjustable  Tender Securities
DATES*          -- Daily  Adjustable  Tax-Exempt  Securities
FDR*            -- Flexible Demand  Revenue 
FR              -- Fixed Rate 
F/FR            -- Floating/Fixed Rate 
FRD*            -- Floating Rate Demand
IDR             -- Industrial  Development  Revenue
MAVRIC*         -- Multi-Mode  and Variable Rate Investment  Certificates
PCR             -- Pollution  Control Revenue
RAC             -- Revenue Anticipaton Certificates
TEAMS*          -- Tax-Exempt Adjustable Mode Securities
TECP            -- Tax-Exempt Commercial Paper 
TRAN            -- Tax & Revenue Anticipation Notes
UPDATES*        -- Unit Price Demand Tax-Exempt Securities
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.

#     Also represents cost for income tax purposes.

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

~~    Security is a when-issued security.

See Notes to Financial Statements



<PAGE>

INVESCO Tax-Free Income Funds, Inc.
Statement of Assets and Liabilities
June 30, 1998
<TABLE>
<CAPTION>

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

<S>                                                         <C>                  <C>   
ASSETS
Investment Securities:
  At Cost                                                   $     5,285,412       $  218,374,453
                                                            ====================================
  At Value                                                  $     5,442,192       $  227,291,099
Cash                                                                 91,630               26,896
Receivables:
  Investment Securities Sold                                              0               41,362
  Fund Shares Sold                                                      350               14,603
  Interest                                                           85,244            2,906,073
Prepaid Expenses and Other Assets                                    83,817              311,434
                                                            ------------------------------------
TOTAL ASSETS                                                      5,703,233          230,591,467
                                                            ------------------------------------
LIABILITIES
Payables:
  Distributions to Shareholders                                       2,440              190,566
  Investment Securities Purchased                                         0           18,701,023
  Fund Shares Repurchased                                            20,467               33,447
Accrued Distribution Expenses                                         1,160               43,752
Accrued Expenses and Other Payables                                   5,063              151,533
                                                            ------------------------------------
TOTAL LIABILITIES                                                    29,130           19,120,321
                                                            ------------------------------------
Net Assets at Value                                         $     5,674,103       $  211,471,146
                                                            ====================================
NET ASSETS
Paid-in Capital*                                            $     5,639,248       $  198,338,509
Accumulated Undistributed Net Investment Income                           0                2,750
Accumulated Undistributed Net Realized Gain
 (Loss) on Investment
 Securities and Futures Contracts                                 (121,925)            4,213,241
Net Appreciation of Investment Securities                           156,780            8,916,646
                                                            ------------------------------------
Net Assets at Value                                         $     5,674,103       $  211,471,146
                                                            ====================================
Shares Outstanding                                                  562,481           13,585,358
Net Asset Value, Offering and Redemption
  Price per Share                                                   $ 10.09               $15.57
                                                            ====================================

*  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
</TABLE>
<PAGE>



INVESCO Tax-Free Income Funds, Inc.
Statement of Operations
Year Ended June 30, 1998
<TABLE>
<CAPTION>
                                                                   Tax-Free           Tax-Free
                                                               Intermediate          Long-Term
                                                                  Bond Fund          Bond Fund
                                                            -------------------------------------

<S>                                                         <C>                  <C>   
INVESTMENT INCOME
INTEREST INCOME                                             $       238,028       $   10,794,307
                                                            -------------------------------------
EXPENSES
Investment Advisory Fees                                             24,470            1,195,773
Distribution Expenses                                                12,235              543,533
Transfer Agent Fees                                                  13,636              266,096
Administrative Fees                                                  10,734               42,612
Custodian Fees and Expenses                                           2,247               31,241
Directors' Fees and Expenses                                          9,262               21,545
Pricing Expenses                                                      6,705               22,707
Professional Fees and Expenses                                       12,144               33,468
Registration Fees and Expenses                                       25,909               46,453
Reports to Shareholders                                               1,397               33,149
Other Expenses                                                          840               19,448
                                                            -------------------------------------
  TOTAL EXPENSES                                                    119,579            2,256,025
  Fees and Expenses Absorbed by Investment Adviser                                       (73,213)
       (282,742)
  Fees and Expenses Paid Indirectly                                  (2,247)             (15,801)
                                                            -------------------------------------
     NET EXPENSES                                                    44,119            1,957,482
                                                            -------------------------------------
NET INVESTMENT INCOME                                               193,909            8,836,825
                                                            -------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on:
  Investment Securities                                              26,299            6,530,889
  Futures Contracts                                                 (24,571)          (2,797,579)
                                                             ------------------------------------
     Total Net Realized Gain                                          1,728            3,733,310
                                                             ------------------------------------
Change in Net Appreciation of:
  Investment Securities                                              86,090            1,367,788
  Futures Contracts                                                   2,528              575,375
                                                            -------------------------------------
     Total Net Appreciation                                          88,618            1,943,163
                                                            -------------------------------------
NET GAIN ON INVESTMENT SECURITIES                                    90,346            5,676,473
                                                            -------------------------------------
Net Increase in Net Assets from Operations                  $       284,255     $     14,513,298
                                                            =====================================

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



INVESCO Tax-Free Income Funds, Inc.
Statement of Changes in Net Assets
Year Ended June 30
<TABLE>
<CAPTION>
                                             Tax-Free                     Tax-Free
                                           Intermediate                  Long-Term
                                            Bond Fund                    Bond Fund
                                    -----------------------     ----------------------------
                                       1998         1997           1998           1997
                                    
<S>                                 <C>          <C>            <C>           <C>    
OPERATIONS
Net Investment Income               $ 193,909    $ 197,614      $ 8,836,825   $  10,134,067
Net Realized Gain on Investment
 Securities and Futures Contracts       1,728       13,442        3,733,310       2,193,157
Change in Net Appreciation of
 Investment Securities
   and Futures Contracts               88,618       58,250        1,943,163       3,362,194
                                    -----------------------     ----------------------------
NET INCREASE IN NET ASSETS FROM
 OPERATIONS                           284,255      269,306        14,513,298     15,689,418
                                    -----------------------     ----------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                (193,909)    (196,923)       (8,836,825)   (10,134,067)
In Excess of Net Investment
 Income                                     0            0                 0       (162,831)
Net Realized Gain on Investment
 Securities and Futures Contracts           0            0        (2,405,462)    (3,483,894)
                                    -----------------------    -----------------------------
TOTAL DISTRIBUTIONS                  (193,909)    (196,923)      (11,242,287)   (13,780,792)
                                    -----------------------    -----------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares       5,522,747    2,844,291        73,871,498     43,699,898
Reinvestment of Distributions         168,131      177,460         8,527,627     10,702,228
                                    -----------------------     ----------------------------
                                    5,690,878    3,021,751        82,399,125     54,402,126
Amounts Paid for Repurchases
 of Shares                         (4,752,570)  (3,445,709)      (94,609,312)   (86,790,488)
                                  -------------------------     ----------------------------
NET INCREASE (DECREASE)
 IN NET ASSETS
  FROM FUND SHARE TRANSACTIONS        938,308     (423,958)      (12,210,187)   (32,388,362)
                                  -------------------------     ----------------------------
Total Increase (Decrease)
 in Net Assets                      1,028,654     (351,575)       (8,939,176)   (30,479,736)
NET ASSETS
Beginning of Period                 4,645,449    4,997,024       220,410,322    250,890,058
                                  -------------------------     ----------------------------
End of Period                      $5,674,103   $4,645,449     $ 211,471,146   $220,410,322
                                  =========================    =============================
Accumulated Undistributed Net
 Investment Income Included in
    Net Assets at End of Period             0            0             2,750              0

                  -------------------------------------------------------------
<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                           549,380      288,509         4,748,107      2,869,165
Shares Issued from Reinvestment
 of Distributions                      16,728       18,030           546,335        703,719
                                  -------------------------    -----------------------------
                                      566,108      306,539         5,294,442      3,572,884
Shares Repurchased                   (472,908)    (350,074)       (6,077,593)    (5,711,420)
                                  -------------------------    -----------------------------
Net Increase (Decrease) in
 Fund Shares                           93,200      (43,535)         (783,151)    (2,138,536)
                                  =========================    =============================
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") is  incorporated in Maryland and presently
consists of two separate  Funds:  Tax-Free  Intermediate  Bond Fund and Tax-Free
Long-Term Bond Fund. The investment  objective of each Fund is to seek as high a
level of current income exempt from federal  income taxes as is consistent  with
preservation of capital. The Fund is registered under the Investment Company Act
of 1940 (the "Act") as a diversified, open-end management investment company.
   The following is a summary of significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.  Actual
results could differ from those estimates.

A.   SECURITY  VALUATION  -- 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.
         If market  quotations  or pricing  service  valuations  are not readily
     available, securities are valued at fair value as determined in good faith
     under procedures established by the Fund's board of directors.
         Short-term  securities are stated at amortized cost (which approximates
     market  value) if maturity is 60 days or less at the time of purchase,  or
     market value if maturity is greater than 60 days.

B.   FUTURES  CONTRACTS -- The Fund may enter into futures contracts for hedging
     or other non-speculative  purposes. Upon entering into a contract, the Fund
     deposits and maintains as collateral such initial margin as may be required
     by the  exchanges on which the  transaction  is  affected.  Pursuant to the
     contracts,  the Fund agrees to receive  from or pay to the broker an amount
     of cash  equal to the  daily  fluctuation  in value of the  contract.  Such
     receipts or payments  are known as  "variation  margin" and are recorded by
     the Fund as variation  margin  receivable or payable on futures  contracts.
     During the period the futures  contracts are open,  changes in the value of
     the contracts  are  recognized on a daily basis to reflect the market value
     of the  contracts  at the end of each day's  trading  and are  recorded  as
     unrealized gain or loss.  When the contract is closed, the Fund records  a
     realized  gain or loss  equal to the  difference  between  the value of the
     contract at the time it was opened and the value at the time it was closed.
     The Fund's use of futures  contracts  may subject it to certain  risks as a
     result of  unanticipated  movements  in the market.  A lack of  correlation
     between the value of an  instrument  underlying a futures  contract and the
     asset being hedged, or unexpected adverse price movements, could render the
     Fund's hedging  strategy  unsuccessful  and result in losses.  In addition,
     there can be no assurance that a liquid secondary market will exist for any
     contract purchased or sold.

<PAGE>

C.   WHEN-ISSUED SECURITIES -- When-issued securities held by the Fund are fully
     collateralized  by other  securities  which are notated in the 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.

D.   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,  which may be comprised of stated
     coupon  rate,  market  discount,   amortized  premium  and  original  issue
     discount,  is recorded on the accrual basis.  The Fund amortizes  discounts
     and premiums  paid on purchases of securities  as  adjustments  to interest
     income. Cost is determined on the specific identification basis.

E.   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, 1998, Tax-Free Intermediate Bond Fund had
     $121,925 in net capital loss carryovers which expire in the year 2003.
         Net capital loss carryovers  utilized in 1998 by Tax-Free  Intermediate
     Bond Fund amounted to $4,256.
         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, 1998, 99.83% and
     91.34% were exempt from federal  income  taxes for  Tax-Free  Intermediate
     Bond and Tax- Free Long-Term Bond Funds, respectively.

F.   DIVIDENDS  AND  DISTRIBUTIONS  TO  SHAREHOLDERS  -- All of the  Fund's  net
     investment  income is distributed  to  shareholders  by dividends  declared
     daily and paid monthly.  Income  dividends are  reinvested at the month-end
     net asset value.  The Fund  distributes net realized capital gains, if any,
     to its  shareholders  at least  annually,  if not  offset by  capital  loss
     carryovers.   Income  distributions  and  capital  gain  distributions  are
     determined in accordance with income tax regulations  which may differ from
     generally accepted accounting  principles.  These differences are primarily
     due to differing treatments for market discounts,  amortized premiums,  net
     operating losses and expired capital loss carryforwards. For the year ended
     June 30,  1998,  Tax-Free  Long-Term  Bond Fund  reclassified  $2,750  from
     paid-in capital to accumulated  undistributed  net investment  income.  Net
     investment income, net realized gains and net assets were not affected.

<PAGE>


G.   EXPENSES -- Each of the Funds bears expenses  incurred  specifically on its
     behalf and,  in  addition,  each Fund bears a portion of general  expenses,
     based on the relative net assets of each Fund.
         Under an agreement between each Fund and the Fund's  Custodian,  agreed
     upon  Custodian  Fees and Expenses  are reduced by credits  granted by the
     Custodian from any temporarily  uninvested cash. Such credits are included
     in Fees and Expenses Paid Indirectly in the Statement of Operations.

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


                                                  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 were made by ITC.  Fees for such  sub-advisory  services  were paid by IFG.
Effective February 4, 1998, such responsibilities were transfered to IFG.
   In accordance with an Administrative  Agreement, each Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of  average  net  assets to  provide  administrative,  accounting  and  clerical
services.
The fee is accrued daily and paid monthly.
   IFG receives a transfer agent fee at an annual rate of $26.00 per shareholder
account, or, where applicable,  per participant in an omnibus account, per year.
IFG may pay such fee for participants in omnibus accounts to affiliates or third
parties.  The fee is paid monthly at  one-twelfth of the annual fee and is based
upon the actual number of accounts in existence during each month.
   A plan of  distribution  pursuant  to Rule  12b-1  of the  Act  provides  for
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor") to a maximum of 0.25% of annual average net assets.  For the year
ended June 30, 1998,  Tax-Free  Intermediate  Bond and Tax-Free  Long-Term  Bond
Funds paid the Distributor $11,981 and $543,760, respectively, under the plan of
distribution.  Effective September 29, 1997, INVESCO Distributors, Inc., ("IDI")
a wholly owned subsidiary of IFG, replaced IFG as distributor.
   IFG has voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses  incurred by each Fund.

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended
June 30,  1998,  the  aggregate  cost of purchases  and  proceeds  from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were as follows:


<PAGE>


Fund                                  Purchases                        Sales
- --------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund      $ 2,468,996                   $  1,451,275
Tax-Free Long-Term Bond Fund         331,866,941                    311,115,154

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

NOTE 4  --  APPRECIATION  AND  DEPRECIATION.  At June  30,  1998,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:

                                     Gross             Gross           Net
Fund                             Appreciation      Depreciation    Appreciation
- --------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund  $  158,731         $  1,951      $   156,780
Tax-Free Long-Term Bond Fund      8,995,876           79,230        8,916,646

NOTE 5 -- TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or IDI.
   The Fund has adopted an unfunded  deferred  compensation  plan  covering  all
independent  directors  of the Fund  who  will  have  served  as an  independent
director for at least five years at the time of retirement.  Benefits under this
plan  are  based on an  annual  rate of 40% of the  retainer  fee at the time of
retirement.  As of July 1, 1998, benefits will be based on an annual rate of 50%
of the sum of the retainer fee at the time of retirement plus the annual meeting
fee.
   Pension  expenses  for the year ended June 30, 1998,  included in  Directors'
Fees and Expenses in the Statement of Operations,  and unfunded  accrued pension
costs and pension  liability  included in Prepaid Expenses and Accrued Expenses,
respectively, in the Statement of Assets and Liabilities were as follows:

                                                     Unfunded
                                     Pension          Accrued        Pension
Fund                                 Expenses      Pension Costs    Liability
- --------------------------------------------------------------------------------
Tax-Free Intermediate Bond Fund      $   83         $    67          $   263
Tax-Free Long-Term Bond Fund          4,088          13,207           29,358

NOTE 6 -- LINE OF CREDIT.  Each Fund has available a Redemption Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum  of 10% of the Net  Assets at Value of each  respective
Fund.  Each Fund agrees to pay annual fees and interest on the unpaid  principal
balance based on prevailing  market rates as defined in the  agreement.  At June
30, 1998, there were no such borrowings.



<PAGE>

INVESCO Tax-Free Income Funds, Inc.
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                                                                     Period
                                                                                      Ended
                                                  Year Ended June 30                 June 30
                                           ---------------------------------------- ---------
                                            1998      1997     1996       1995         1994^
<S>                                       <C>       <C>      <C>       <C>          <C>    
                                          Tax-Free Intermediate Bond Fund

PER SHARE DATA
Net Asset Value --
 Beginning of Period                      $ 9.90     $9.74    $9.70      $9.52        $10.00
                                          ----------------------------------------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.40      0.41     0.43       0.44          0.19

Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)           0.19      0.16     0.04       0.18         (0.48)
                                          ----------------------------------------- ---------
Total from Investment Operations            0.59      0.57     0.47       0.62         (0.29)

LESS DISTRIBUTIONS
Dividends from Net Investment Income        0.40      0.41     0.43       0.44          0.19
                                          ----------------------------------------- ---------
Net Asset Value-- End of Period           $10.09     $9.90   $ 9.74      $9.70         $9.52
                                          ========================================= =========

TOTAL RETURN                               6.02%     5.96%    4.89%      6.67%        (2.93%)*

RATIOS
Net Assets -- End of Period
 ($000 Omitted)                          $5,674    $4,645   $4,997     $4,907        $5,083
Ratio of Expenses to Average Net
 Assets#                                  0.95%@    0.84%@   0.76%@     0.70%         0.70%~
Ratio of Net Investment Income to
  Average Net Assets#                     3.96%     4.18%    4.40%      4.56%         3.75%~
Portfolio Turnover Rate                     32%       41%      49%        23%           55%*
</TABLE>

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

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

#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended June 30,  1998,  1997,  1996 and 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 2.44%,  2.43%,  2.34%, 2.45% and 3.09%,
   respectively,  and ratio of net investment income to average net assets would
   have been 2.47%, 2.59%, 2.82%, 2.81% and 1.36%, respectively.

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

~  Annualized
<PAGE>



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


                                                             Year Ended June 30
                                             --------------------------------------------------
                                                1998      1997       1996       1995      1994

                                             Tax-Free Long-Term Bond Fund
<S>                                         <C>        <C>       <C>        <C>        <C>    
PER SHARE DATA
Net Asset Value --
 Beginning of Period                         $ 15.34   $ 15.20    $ 15.07    $ 15.29   $ 16.35
                                             --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                           0.63      0.66       0.73       0.80      0.83
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)               0.40      0.38       0.32       0.09     (1.00)
                                             --------------------------------------------------
Total from Investment Operations                1.03      1.04       1.05       0.89     (0.17)
                                             --------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
 Income                                         0.63      0.66       0.73       0.80      0.83
In Excess of Net Investment
 Income                                         0.00      0.01       0.00       0.00      0.00
Distributions from Capital Gains                0.17      0.23       0.19       0.31      0.06
                                             --------------------------------------------------
Total Distributions                             0.80     0.90       0.92        1.11      0.89
                                             --------------------------------------------------
Net Asset Value-- End of Period              $ 15.57   $ 15.34    $ 15.20    $ 15.07   $ 15.29
                                             ==================================================

TOTAL RETURN                                   6.87%     7.05%      7.01%      6.16%    (1.16%)

RATIOS
Net Assets -- End of Period
 ($000 Omitted)                             $211,471  $220,410   $250,890   $254,584  $282,407
Ratio of Expenses to Average Net Assets#       0.91%@    0.90%@     0.91%@     0.92%     1.00%
Ratio of Net Investment Income to
  Average Net Assets#                          4.06%     4.36%      4.76%      5.31%     5.14%
Portfolio Turnover Rate                         173%      123%       146%        99%       28%
</TABLE>
#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended June 30,  1998,  1997,  1996 and 1995.  If such  expenses  had not been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   1.04%,  1.05%,  1.04% and 1.05%,  respectively,  and ratio of net  investment
   income to average net assets would have been 3.93%,  4.21%,  4.63% and 5.18%,
   respectively.

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

<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 Tax-Free Intermediate Bond Fund and
Tax-Free Long-Term Bond Fund (constituting  INVESCO Tax-Free Income Funds, Inc.,
hereafter  referred to as the "Fund") at June 30,  1998,  the results of each of
their  operations  for the year then  ended,  the  changes  in each of their net
assets  for each of the two years in the  period  then  ended and the  financial
highlights  for each of the five years in the period then ended,  in  conformity
with generally accepted accounting  principles.  These financial  statements and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included   confirmation  of  securities  at  June  30,  1998  by
correspondence  with the custodian and brokers,  provide a reasonable  basis for
the opinion expressed above.



PricewaterhouseCoopers LLP
Denver, Colorado
July 31, 1998

<PAGE>


INVESCO FUNDS


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


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

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


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

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