INVESCO MONEY MARKET FUNDS INC
497, 1996-05-16
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                     INVESCO MONEY MARKET FUNDS, INC.
                       INVESCO Tax-Free Money Fund
                       INVESCO Cash Reserves Fund
                   INVESCO U.S. Government Money Fund
                       Supplement to Prospectuses
                        dated September 29, 1995


The seventh paragraph in the section of each Fund's Prospectus  entitled "How to
Redeem Shares" is hereby amended to read as follows:

            Shareholders with $1,000 or more in their accounts may avail 
     themselves of the Check Withdrawal Option.  Checks will be furnished at no
     charge and may be written in amounts of not less than $500. Shares in the 
     Fund will be redeemed to cover payment of checks drawn by the shareholder.
     INVESCO reserve s the right to institute a charge for checks upon notice to
     all shareholders with the option.  Further information regarding this 
     option may be obtained by contacting INVESCO.

The  third  paragraph  in  the  section  of  each  Fund's  Prospectus  entitled
"Additional Information" is hereby amended to read as follows:

            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 an annual fee of 
     $27.00 per shar eholder account or omnibus account participant.  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.
     Registered broker-dealers, third party administrators of tax-qualified 
     retirement plans and other entities, including affiliates of INVESCO, may
     provide sub-transfer agency or record-keeping 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 may pay the third
     party an annual sub-transfer agency or record-keeping fee out of the 
     transfer agency fee which is paid to INVESCO by the Fund.

The date of this Supplement is May 1, 1996.

<PAGE>

                      INVESCO MONEY MARKET FUNDS, INC.
           Supplement to Statement of Additional Information
                        Dated September 29, 1995

The  second  paragraph  in the  section of the Funds'  Statement  of  Additional
Information entitled "The Funds and Their Management -- Transfer Agency
Agreement" is hereby amended to read as follows:

            The Transfer Agency Agreement provides that the Company shall pay to
      INVESCO an annual fee of $27.00 per shareholder account or omnibus account
      participant.  This fee is paid  monthly  at 1/12 of the  annual fee and is
      based upon the actual number of  shareholder  accounts or omnibus  account
      participants in existence at any time during each month.

The section of the Funds'  Statement of  Additional  Information  entitled  "The
Funds and Their  Management  -- Officers  and  Directors  of the Fund" is hereby
amended to (1)  delete the second  through  the  nineteenth  paragraphs  and (2)
substitute the following new paragraphs in their place:

            All of the  officers and  directors  of the Company hold  comparable
      positions with INVESCO  Diversified  Funds,  Inc.,  INVESCO Dynamics Fund,
      Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO Growth Fund, Inc.,
      INVESCO Income Funds,  Inc., INVESCO Industrial Income Fund, Inc., INVESCO
      International  Funds,  Inc.,  INVESCO Multiple Asset Funds,  Inc., INVESCO
      Specialty  Funds,  Inc.,  INVESCO  Strategic  Portfolios,   Inc.,  INVESCO
      Tax-Free Income Funds,  Inc., and INVESCO Variable  Investment Funds, Inc.
      All of the  directors  of the  Company  also serve as  trustees of INVESCO
      Value  Trust.  In addition,  all of the  directors of the Company also are
      directors of INVESCO Advisor Funds, Inc. (formerly known as The EBI Funds,
      Inc.);  and,  with  the  exception  of Mr.  Hesser,  trustees  of  INVESCO
      Treasurer's  Series  Trust.  All of the  officers of the Company also hold
      comparable  positions  with  INVESCO  Value  Trust.  Set  forth  below  is
      information with respect to each of the Company's  officers and directors.
      Unless otherwise  indicated,  the address of the directors and officers is
      Post Office Box 173706,  Denver,  Colorado 80217-3706.  Their affiliations
      represent their principal occupations during the past five years.

            CHARLES W. BRADY,*+ Chairman of the Board.  Chief Executive Officer
      and Director of INVESCO PLC, London, England, and of various subsidiaries
      thereof.  Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO 
      Treasurer's Series Trust and The Global Health Sciences Fund.  Address:
      1315 Peachtree Street, NE, Atlanta, Georgia.  Born:  May 11, 1935.


<PAGE>




            FRED A. DEERING,+#  Vice Chairman of the Board.  Vice Chairman of
      INVESCO Advisor Funds, Inc., and INVESCO Treasurer's Series Trust.
      Trustee of The Global Health Sciences Fund.  Formerly, Chairman of the
      Executive Committee and Chairman of the Board of Security Life of Denver
      Insurance Company, Denver, Colorado; Director of ING America Life 
      Insurance Company, Urbaine Life Insurance Company and Midwestern United
      Life Insurance Company.  Address: Security Life Center, 1290 Broadway,
      Denver, Colorado.  Born: January 12, 1928.

            DAN J. HESSER,+* President and Director.  Chairman of the Board, 
      President, and Chief Executive Officer of INVESCO Funds Group, Inc.; 
      Director of INVESCO Trust Company.  Trustee of The Global Health Sciences
      Fund.  Born: December 27, 1939.

            VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus
      and Chairman of the CFO Roundtable of the Department of Finance of Georgia
      State University, Atlanta, Georgia; President, Andrews Financial 
      Associates, Inc. (consulting firm); formerly, member of the faculties of
      the Harvard Business School and the Sloan School of Management of MIT. 
      Dr. Andrews is also a Director of The Southeastern Thrift and Bank Fund,
      Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta,
      Georgia.  Born: June 23, 1930.

            BOB R. BAKER,+** Director.  President and Chief Executive Officer of
      AMC Cancer Research Center, Denver, Colorado, since January 1989; until
      mid-December 1988, Vice Chairman of the Board of First Columbia Financial
      Corporation (a financial institution), Englewood, Colorado.  Formerly,
      Chairman of the Board and Chief Executive Officer of First Columbia 
      Financial Corporation.  Address: 1775 Sherman Street, #1000, Denver, 
      Colorado.  Born: August 7, 1936.

            LAWRENCE H. BUDNER,# Director.  Trust Consultant; prior to June 30,
      1987, Senior Vice President and Senior Trust Officer of InterFirst Bank, 
      Dallas, Texas.  Address: 7608 Glen Albens Circle, Dallas, Texas.  Born: 
      July 25, 1930.

            DANIEL D. CHABRIS,+# Director.  Financial Consultant; Assistant 
      Treasurer of Colt Industries Inc., New York, New York, from 1966 to 1988.
      Address: 15 Sterling Road, Armonk, New York. Born: August 1, 1923.



<PAGE>


            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr. Frazier
      was employed in various capacities by First Chicago Bank, most recently as
      Executive Vice President of the North American Banking Group.  Trustee of
      The Global Health Sciences Fund.  Director of Magellan Health Services, 
      Inc. and of Charter Medical Corp. Address: 250 Williams Street, Suite 
      6000, Atlanta, Georgia.  Born: June 23, 1944.

            HUBERT L. HARRIS, JR.*, Director. President of INVESCO Services, 
      Inc. (since January 1990).  Director of INVESCO PLC and Chief Financial
      Officer of INVESCO Individual Services Group. Member of the Executive 
      Committee of the Alumni Board of Trustees of Georgia Institute of 
      Technology.  Address: 1315 Peachtree Street, N.E., Atlanta, Georgia.
      Born:  July 15, 1943.

            KENNETH T. KING,** Director.  Formerly, Chairman of the Board of The
      Capitol Life Insurance Company, Providence Washington Insurance Company,
      and Director of numerous subsidiaries thereof in the U.S.  Formerly, 
      Chairman of the Board of The Providence Capitol Companies in the United 
      Kingdom and Guernsey.  Chairman of the Board of the Symbion Corporation (a
      high technology company) until 1987.  Address: 4080 North Circulo
      Manzanillo, Tucson, Arizona.  Born: November 16, 1925.

            JOHN W. McINTYRE,# Director.  Retired.  Formerly, Vice Chairman of 
      the Board of Directors of The Citizens and Southern Corporation and 
      Chairman of the Board and Chief Executive Officer of The Citizens and 
      Southern Georgia Corp. and Citizens and Southern National Bank.  Director
      of Golden Poultry Co., Inc. Trustee of The Global Health Sciences Fund 
      and Gables Residential Trust.  Address: 7 Piedmont Center, Suite 100,
      Atlanta, Georgia.  Born: September 14, 1930.

            GLEN A. PAYNE, Secretary.  Senior Vice President, General Counsel
      and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company.  
      Formerly, employee of a U.S. regulatory agency, Washington, D.C., (June
      1973 through May 1989.) Born:  September 25, 1947.

            RONALD L. GROOMS, Treasurer.  Senior Vice President and Treasurer of
      INVESCO Funds Group, Inc. and INVESCO Trust Company since January 1988.
      Born: October 1, 1946.

            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice President
      of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company.
      Formerly, Vice President of 440 Financial Group from June 1990 to August

 

<PAGE>


      1992; Assistant Vice President of Putnam Companies from November 1986 to 
      June 1990.  Born: August 21, 1956.

            ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: September
      14, 1941.

            JUDY P. WIESE, Assistant Treasurer.  Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: February 3,
      1948.

The ninth  paragraph  of the  section  of the  Funds'  Statement  of  Additional
Information  entitled "The Funds and Their  Management - Director  Compensation"
(the paragraph  immediately  following  footnote 6) is hereby amended to read as
follows:

            Messrs.  Brady,  Harris and Hesser , as "interested  persons" of the
      Company and other funds in the INVESCO  Complex,  receive  compensation as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive  any  director's  fees or other  compensation  from the Company or
      other  funds in the  INVESCO  Complex  for their  services  as  directors.
      Because of the possibility that A.D. Frazier, Jr. may become employed by a
      company affiliated with INVESCO at some point in the future, he was deemed
      to be an "interested  person" of the Company and of the other funds in the
      INVESCO  Complex  effective  May 1, 1996.  Until such time as Mr.  Frazier
      actually becomes employed by an  INVESCO-affiliated  company,  however, he
      will continue to receive the same director's  fees and other  compensation
      as the Company's independent directors.

The date of this Supplement is May 1, 1996.



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