INVESCO CAPITAL APPRECIATION FUNDS INC
N-30D, 1998-06-26
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Annual Report

April 30, 1998

INVESCO Dynamics Fund

A Smart Choice For Seeking
Maximum Growth Potential

You should know
what INVESCO knows. (TM)

INVESCO FUNDS


<PAGE>



Market Overview                                                        May 1998
     The market's strength  continues to surprise even the most bullish pundits.
Since the economic  recession in 1990,  equity  prices in the U.S. have advanced
with limited interruptions.  From a historical perspective, this is the greatest
bull market of all time.  Exemplifying  the underlying  strength of this market,
the Dow Jones Industrial  Average(1) (an unmanaged index composed of 30 domestic
large-capitalization  stocks) reached these historic milestones on the following
dates:
    o    1000 on November 14, 1972
    o    2000 on January 8, 1987
    o    3000 on April 17, 1991
    o    4000 on February 23, 1995
    o    5000 on November 21, 1995
    o    6000 on October 14, 1996
    o    7000 on February 13, 1997
    o    8000 on July 16, 1997
    o    9000 on April 6, 1998
    Notice  that it took the Dow  approximately  15 years to double from 1000 to
2000,  eight years to double  from 2000 to 4000,  and a little over two years to
double from 4000 to 8000.  The  phenomenal  bull market of the 1990s has created
more  financial  wealth than at any other time in history.  Nonetheless,  equity
markets do go up and down, and it is highly  unusual for stocks to  consistently
produce  returns of 20% to 30% annually.  Instead,  history has shown that stock
indexes average  between 10% to 12% over longer time periods,  and investors may
need to adjust their expectations accordingly.
    Equity markets produced astonishingly strong returns in the last six months,
although day-to-day volatility was sometimes extreme.  Since the Asian financial
crisis led to a  correction  in the fall of 1997,  many  domestic  indexes  have
advanced by more than 20%.  Although  the crisis  increased  negative  sentiment
about the future direction of the economy and the market,  it has done little to
affect  either  so  far.  Domestic  economic  growth  continues  to  exceed  its
historical  average of 2% to 3%, yet we see no signs of inflation on the horizon
- -- an oxymoron in economic  textbooks.  (Historically,  strong  economic  growth
increases the demand for labor,  which leads to increased  wages and  eventually
inflation.) In fact, both consumer and producer prices remain stable and in many
cases are declining.
    Understandably,  consumer confidence is at its highest level in more than 27
years.  Real wages are increasing  and intense global  competition is decreasing
retail prices for many consumer goods. Plus, the chronic federal budget deficit,
which has plagued the government  for the last 18 years,  might become a surplus
in 1998 -- thus improving the chances for a tax cut for many Americans.
    At  present,  the  economy  is in what some  call a "sweet  spot," as benign
inflation,   strong  economic  growth,   and  low  unemployment  have  increased
consumers'  confidence and  willingness  to spend money.  The key to maintaining
this environment will be continued gains in worker productivity and low interest
rates. A decrease in productivity may lead to a slowdown in corporate  earnings,



<PAGE>



which  has  been one  of the  underlying  fundamentals of this bull market.  In
addition, a significant increase in interest rates would slow the rate of growth
in the  economy,  and most likely  reduce the  price-to-earnings  multiple  that
investors  are willing to pay for equity  securities.  Meanwhile,  the technical
underpinnings  needed to support a buoyant  equity  market,  namely a strong and
healthy economy, remain intact.

INVESCO Dynamics Fund
    According to independent fund analyst Lipper Analytical  Services,  Dynamics
Fund ranked #6 of 55 capital  appreciation  funds for the 10-year  period  ended
4/30/98, based on total return performance.  Over the five-year period, the fund
was ranked #12 of 87 funds, and for the one-year period, #21 of 230 funds.(3)
    For the 12-month  period ended  4/30/98,  INVESCO  Dynamics  Fund achieved a
total  return of 56.42%,  dramatically  outperforming  the S&P 500,  which had a
total  return of 40.94%,  and the S&P MidCap  400,  which had a total  return of
47.92%.   (Of  course,   past  performance  is  a  not  a  guarantee  of  future
results.)(1),(2)
    The line  graph on the  following  page  illustrates  the value of a $10,000
investment in INVESCO Dynamics Fund, plus reinvested  dividends and capital gain
distributions,  for the 10-year period ended 4/30/98.  The chart and other total
return figures cited reflect the fund's operating  expenses,  but the indexes do
not   have   expenses,    which   would,   of   course,   have   lowered   their
performance.(1),(2)

                           INVESCO Dynamics Fund
               Average Annual Total Return as of 4/30/98(2)

                1 year                             56.42%
                -----------------------------------------
                5 years                            22.75%
                -----------------------------------------
                10 years                           19.44%
                -----------------------------------------


Strategic Summary
    Our  disciplined  approach to growth  investing  targets  companies that can
generate   above-average   rates  of  revenue   and   earnings   growth  in  the
mid-capitalization  range -- defined as market  caps  between one and 10 billion
dollars.  (Of course,  the mid-cap range varies  depending on prevailing  market
conditions.) We believe that mid-cap stocks offer the best growth  opportunities
in the market,  as  historically  these  firms  experience  the  fastest-growing
revenues and earnings of all capitalization-range companies.
    We use a bottom-up  investment  philosophy  to develop the  portfolio.  This
structured approach focuses the core portion of the portfolio,  typically 40% to
60% of the fund's assets,  on  market-leading  growth  companies with defensible
market positions.  The remaining holdings consist of rapidly accelerating growth
companies, which tend to experience higher volatility. Candidates for investment


<PAGE>



typically come from industries, sectors, or special situations that can generate
above-average  growth rates for the next three to five years.  We prefer markets
and industries where leadership is in a few hands, while avoiding slower-growing
markets or industries.

Graph
    This line graph represents a comparison of the value of a $10,000 investment
    in the INVESCO Dynamics Fund to the value of a $10,000 investment in the S&P
    500 and S&P MidCap 400 Indexes,  assuming in each case  reinvestment  of all
    dividends  and capital  gain  distributions,  for the ten year period  ended
    4/30/98.

    During the last 12 months, the fund experienced explosive returns due to low
interest  rates  and  strong  stock  selection.  Some of the best  results  were
produced  by firms in the  financial  services,  health  care,  technology,  and
telecommunications   sectors.   In  the  financial   services  sector,  we  have
concentrated the fund's  investments in regional banks and brokerage  companies.
Although these are not typically  thought of as growth  industries,  the pace of
consolidation  creates  enormous  opportunities  for  institutions  with  strong
regional  franchises.  (Of course, past performance is not a guarantee of future
results.)
    Within the health care sector, the strongest returns over the last year were
produced  by  companies  that  sell  medical  devices  and  supplies.   Changing
demographics  in America have  intensified  the need for products that extend or
improve the quality of life. In addition, as health care administrators focus on
containing medical expenditures, products that can enhance patient care -- while
reducing long-term costs -- are in increasing demand.
    Significant  gains in extending  the quality of life for patients  have been
made in the field of cardiac research.  Exceptional  returns were generated over
the last  year by the  market-leading  firm  Guidant  Corp.,  which  experienced
tremendous  growth in  earnings  as their  products  for use in  cardiac  rhythm
management,  angioplasty  devices,  coronary  artery disease  intervention,  and
cardiac  surgery  have been  well-received  by the  market.  Our  outlook on the
medical devices and supplies  industry remains  positive,  as current  valuation
levels appear reasonable compared to the growth in earnings.
    The telecommunications sector remains a dominant theme in the portfolio. The
Telecommunications  Act of 1996 created new  opportunities for competitive local
exchange  carriers (CLECs) and telephone  equipment  companies.  These firms are
experiencing accelerating growth as they build their local phone networks (which
are state-of-the-art,  highly efficient systems) and expand their services.  One
of our favorite  companies in this sector  remains COLT Telecom  Group PLC. COLT
Telecom Group PLC is the leading European CLEC, and is seeing  phenomenal growth
as European countries begin to deregulate their phone systems.
    Although the technology sector endured extreme  day-to-day price swings over
the last year as a result of the Asian financial crisis, we are optimistic about
its long-term  potential. While the holdings and the composition of our holdings


<PAGE>



may  change,  the  volatility,  especially  in the fall of 1997,  allowed  us to
improve our  portfolio  quality and  increase our  positions  in  market-leading
companies  such as Maximum  Integrated  Products,  PeopleSoft  Inc., and America
Online Inc. (AOL). In fact, AOL is a classic example of why to invest in mid-cap
stocks.  This Internet  service  provider  struggled as a small-cap stock as the
firm was just one of many companies  providing  Internet services.  However,  as
time passed,  they became the dominant  player and evolved into a mid-cap stock.
Now the market leader,  they are rapidly  expanding sales and revenue growth and
the stock has been rewarded accordingly.
    Looking  forward,  extreme  market  volatility  may continue for the rest of
1998,  but we are  confident  about the  fundamental  underpinnings  of  mid-cap
stocks.  A strong,  robust  economy and low interest  rates  should  continue to
provide a positive backdrop for this equity market.

(1)The  S&P  500  is  an  unmanaged  index  considered   representative  of  the
performance of the broad U.S.  stock market.  The S&P MidCap 400 is an unmanaged
index  indicative of domestic  mid-capitalization  stock  prices,  while the Dow
Jones Industrial Average reflects performance of large-capitalization stocks.

(2)Total return assumes reinvestment of dividends and capital gain distributions
for the periods indicated.  Investment return and principal value will fluctuate
so that, when redeemed, an investor's shares may be worth more or less than when
purchased.

(3)Rankings provided by Lipper Analytical Services, an independent fund analyst,
are based upon total return performance unadjusted for commissions.

Fund Management
    INVESCO  Dynamics Fund is managed by INVESCO Senior Vice President  Timothy
J.  Miller and Thomas R.  Wald.  Tim  received  his MBA from the  University  of
Missouri,  and a BSBA  from St.  Louis  University.  A  19-year  veteran  of the
investment business, he is a Chartered Financial Analyst. Before joining INVESCO
in 1992,  Tim was an analyst  and  portfolio  manager  with  Mississippi  Valley
Advisors.
    Thomas R. Wald assumed  responsibilities  of  co-manager in October 1997. He
received his MBA from The Wharton School,  University of Pennsylvania,  and a BA
from  Tulane  University.  Before  joining  INVESCO in 1997,  Tom was the senior
health care analyst at Munder Capital Management.

Graph:
    This graph reflects the diversification of INVESCO Dynamics Fund by value
    of total net assets in basic materials, capital goods, communication 
    services, consumer cyclicals, consumer staples, energy, finance, health 
    care, technology, transportation, utilities and cash & cash equivalents as
    of 4/30/97, 10/31/97 and 4/30/98.

<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Ten Largest Common Stock Holdings
April 30, 1998

Description                                                            Value
- --------------------------------------------------------------------------------
Maxim Integrated Products                                           $32,098,125
Ascend Communications                                                28,577,000
Royal Caribbean Cruises Ltd                                          24,615,000
Edwards (J D) & Co                                                   24,046,875
McKesson Corp                                                        24,033,750
Xilinx Inc                                                           23,561,250
Warnaco Group Class A                                                23,448,750
PeopleSoft Inc                                                       23,250,000
Tele-Communications Inc-Liberty
   Media Group Class A                                               23,231,250
ALZA Corp                                                            22,290,937

Composition of holdings is subject to change.




<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Investment Securities
April 30,1998

<TABLE>
<CAPTION>
                                                            Shares or
                                                            Principal
Description                                                    Amount                   Value
- ---------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>   
COMMON STOCKS 95.04%
AUTO PARTS 0.25%
O'Reilly Automotive*                                          125,000         $     3,437,500
                                                                              ---------------
AUTOMOBILES 1.10%
General Motors Class H                                        270,000              14,917,500
                                                                              ---------------
BANKS 2.46%
Star Banc                                                      65,700               4,151,419
State Street                                                  125,000               8,937,500
Summit Bancorp                                                175,000               8,771,875
Westamerica Bancorp                                           285,000               9,405,000
Zions Bancorp                                                  41,000               2,096,125
                                                                              ---------------
                                                                                   33,361,919
                                                                              ---------------
BEVERAGES 0.70%
Coca-Cola Enterprises                                         250,000               9,437,500
                                                                              ---------------
BROADCASTING 1.04%
Clear Channel Communications*                                 150,000              14,137,500
                                                                              ---------------
CABLE 5.12%
Cox Communications Class A*                                   274,700              12,258,487
Flextech PLC*                                               1,400,000              11,586,960
TCA Cable TV                                                  200,000              12,350,000
Tele-Communications Inc
   Liberty Media Group Class A*                               700,000              23,231,250
   TCI Group Series A*                                        310,000               9,997,500
                                                                              ---------------
                                                                                   69,424,197
                                                                              ---------------
COMMUNICATIONS -- EQUIPMENT
   & MANUFACTURING 1.73%
Aspect Telecommunications*                                    185,000               5,318,750
PairGain Technologies*                                        215,000               3,964,063
Tellabs Inc*                                                  200,000              14,175,000
                                                                              ---------------
                                                                                   23,457,813
                                                                              ---------------

<PAGE>



                                                                             
COMPUTER RELATED 17.03%
America Online*                                               187,000              14,960,000
Ascend Communications*                                        656,000              28,577,000
Autodesk Inc                                                  200,000               9,400,000
AXENT Technologies*                                           300,000               7,875,000
BMC Software*                                                 150,000              14,034,375
Cambridge Technology Partners*                                100,000               5,225,000
Ceridian Corp*                                                240,000              13,575,000
Computer Horizons*                                            175,000               6,639,062
E*TRADE Group*                                                175,000               4,364,062
Edwards (J D) & Co*                                           675,000              24,046,875
Electronic Arts*                                              250,000              11,562,500
FORE Systems*                                                 450,000              10,293,750
Keane Inc*                                                    225,000              11,306,250
Networks Associates*                                          175,000              11,987,500
Parametric Technology*                                        350,000              11,189,073
PeopleSoft Inc*                                               500,000              23,250,000
SEMA Group PLC                                                150,000               5,459,916
Symantec Corp*                                                375,000              10,875,000
Wind River Systems*                                           180,000               6,232,500
                                                                              ---------------
                                                                                  230,852,863
                                                                              ---------------
CONSUMER FINANCE 0.54%
FIRSTPLUS Financial Group*                                    150,000               7,275,000
                                                                              ---------------
ELECTRICAL EQUIPMENT 0.70%
Chicago Miniature Lamp*                                       247,750               9,507,406
                                                                              ---------------
ELECTRONICS --
   SEMICONDUCTOR 6.80%
KLA-Tencor Corp*                                              405,000              16,326,563
Linear Technology                                             250,000              20,125,000
Maxim Integrated Products*                                    795,000              32,098,125
Xilinx Inc*                                                   515,000              23,561,250
                                                                              ---------------
                                                                                   92,110,938
                                                                              ---------------
EQUIPMENT --
   SEMICONDUCTOR 0.42%
Etec Systems*                                                 100,000               5,675,000
                                                                              ---------------



<PAGE>

FINANCIAL 2.01%
Edwards (A G) Inc                                             207,500               9,337,500
Heller Financial*                                             136,000               3,672,000
Northern Trust                                                195,000              14,235,000
                                                                              ---------------
                                                                                   27,244,500
                                                                              ---------------
GAMING 1.71%
Mirage Resorts*                                               280,000               6,177,500
Sun International Hotels Ltd*                                 370,000              16,996,875
                                                                              ---------------
                                                                                   23,174,375
                                                                              ---------------
HEALTH CARE DRUGS --
   PHARMACEUTICALS 3.15%
ALZA Corp*                                                    465,000              22,290,937
Watson Pharmaceuticals*                                       475,000              20,425,000
                                                                              ---------------
                                                                                   42,715,937
                                                                              ---------------
HEALTH CARE RELATED 5.22%
Guidant Corp                                                  192,500              12,873,438
HBO & Co                                                      275,000              16,448,438
McKesson Corp                                                 340,000              24,033,750
Professional Staff PLC Sponsored
   ADR Representing Cmn Shrs*                                 149,900               2,698,200
Stryker Corp                                                  325,000              14,625,000
                                                                              ---------------
                                                                                   70,678,826
                                                                              ---------------
INSURANCE 3.46%
AFLAC Inc                                                     200,000              13,000,000
Hartford Life                                                 176,940               8,747,471
Nationwide Financial Services
   Class A                                                     87,325               3,787,722
Provident Cos                                                 202,500               7,910,156
UNUM Corp                                                     250,000              13,437,500
                                                                              ---------------
                                                                                   46,882,849
                                                                              ---------------
INVESTMENT BANK/
   BROKER FIRM 2.47%
Bear Stearns                                                  185,000              10,556,562
Lehman Brothers Holdings                                      125,000               8,882,813
Price (T Rowe) Associates                                     185,000              13,967,500
                                                                              ---------------
                                                                                   33,406,875
                                                                              ---------------

<PAGE>



                                                                               
LEISURE TIME 2.84%
International Game Technology                                 500,000              13,906,250
Royal Caribbean Cruises Ltd                                   360,000              24,615,000
                                                                              ---------------
                                                                                   38,521,250
                                                                              ---------------
MACHINERY 0.69%
Cincinnati Milacron                                           300,000               9,318,750
                                                                              ---------------
OFFICE EQUIPMENT &
   SUPPLIES 0.45%
Steelcase Inc                                                 175,200               6,066,300
                                                                              ---------------
OIL & GAS RELATED 8.35%
Anadarko Petroleum                                             90,000               6,592,500
BJ Services*                                                  275,000              10,312,500
Camco International                                           170,000              11,538,750
Coflexip SA Sponsored ADR
   Representing 1/2 Ord Shrs*                                 255,000              18,168,750
Cooper Cameron*                                               303,300              20,150,494
EEX Corp*                                                   1,250,000              12,109,375
Enron Oil & Gas                                               200,000               4,675,000
Global Industries Ltd*                                        375,000               8,507,812
Nabors Industries*                                            300,000               7,556,250
Noble Affiliates                                              150,000               6,468,750
Vastar Resources                                              150,000               7,134,375
                                                                              ---------------
                                                                                  113,214,556
                                                                              ---------------
PAPER & FOREST PRODUCTS 1.34%
Fort James                                                    365,000              18,113,125
                                                                              ---------------
POLLUTION CONTROL 1.92%
USA Waste Services*                                           359,375              17,631,836
Waste Management                                              250,000               8,375,000
                                                                              ---------------
                                                                                   26,006,836
                                                                              ---------------
RAILROADS 1.17%
Kansas City Southern Industries                               350,000              15,815,625
                                                                              ---------------


<PAGE>

RETAIL 2.70%
Costco Cos*                                                   100,000               5,587,500
Fastenal Co                                                    30,000               1,678,125
Meyer (Fred) Inc*                                             241,200              10,823,850
Tandy Corp                                                    371,700              18,492,075
                                                                              ---------------
                                                                                   36,581,550
                                                                              ---------------
SAVINGS & LOAN 1.43%
Peoples Heritage Financial Group                              250,000              12,062,500
Sovereign Bancorp                                             390,000               7,361,250
                                                                              ---------------
                                                                                   19,423,750
                                                                              ---------------
SERVICES 7.68%
Avis Rent A Car*                                              175,000               4,582,812
Budget Group Class A*                                         603,500              20,217,250
Gartner Group Class A*                                        325,000              10,765,625
i2 Technologies*                                              150,000              10,012,500
Omnicom Group                                                 300,000              14,212,500
Robert Half International*                                    325,000              17,590,625
Snyder Communications*                                        250,000              10,625,000
WPP Group PLC                                               2,530,000              16,053,458
                                                                              ---------------
                                                                                  104,059,770
                                                                              ---------------
TELECOMMUNICATIONS --
   CELLULAR & WIRELESS 2.02%
Millicom International Cellular SA*                           250,000               9,781,250
NEXTEL Communications Class A*                                300,000               8,606,250
Western Wireless Class A*                                     465,000               9,067,500
                                                                              ---------------
                                                                                   27,455,000
                                                                              ---------------
TELECOMMUNICATIONS --
   LONG DISTANCE 2.89%
COLT Telecom Group PLC
   Sponsored ADR Representing
   4 Ord Shrs*                                                140,500              12,100,563
Level 3 Communications*                                       181,600              11,259,200
Pacific Gateway Exchange*                                     170,000               9,690,000
STAR Telecommunications*                                      225,000               6,089,063
                                                                              ---------------
                                                                                   39,138,826
                                                                              ---------------

<PAGE>

TELEPHONE 1.74%
Century Telephone Enterprises                                 297,500              12,662,344
Intermedia Communications*                                    150,000              10,947,656
                                                                              ---------------
                                                                                   23,610,000
                                                                              ---------------
TEXTILE -- APPAREL
   MANUFACTURING 2.35%
Polo Ralph Lauren*                                            300,000               8,437,500
Warnaco Group Class A                                         555,000              23,448,750
                                                                              ---------------
                                                                                   31,886,250
                                                                              ---------------
TOYS 0.47%
Hasbro Inc                                                    172,700               6,357,519
                                                                              ---------------
TRUCKERS 1.09%
CNF Transportation                                            382,900              14,789,512
                                                                              ---------------
TOTAL COMMON STOCKS
   (Cost $1,037,666,085)                                                        1,288,057,117
                                                                              ---------------
PREFERRED STOCKS 1.02%
AUTOMOBILES 1.02%
Porsche AG Non-Voting Pfd
   (Cost $10,864,437)                                           5,500              13,761,513
                                                                              ---------------
SHORT-TERM INVESTMENTS --
   REPURCHASE AGREEMENTS 3.94%
Repurchase  Agreement  with 
  State  Street  Bank & Trust Co
  dated  4/30/1998  due 5/1/1998 
  at 5.470%,  repurchased at
  $53,403,113  (Collaterized by
  US Treasury Bonds due 11/15/2015
  at 9.875%, value $54,801,605)
  (Cost $53,395,000)                                     $ 53,395,000              53,395,000
                                                                              ---------------
TOTAL INVESTMENT 
 SECURITIES AT VALUE  100.00%
 (Cost  $1,101,925,522)
 (Cost for Income Tax Purposes
 $1,103,273,470)                                                              $ 1,355,213,630
                                                                              ===============

*  Security is non-income producing.

See Notes to Financial Statements
</TABLE>

<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Statement of Assets and Liabilities
April 30, 1998

ASSETS
Investment Securities at Value
   (Cost $1,101,925,522) ~                                       $1,355,213,630
Cash
                                                                      4,854,005
Receivables:
   Investment Securities Sold                                        21,438,605
   Fund Shares Sold                                                  22,736,685
   Dividends and Interest                                               180,312
Prepaid Expenses                                                         89,056
                                                                ---------------
TOTAL ASSETS                                                      1,404,512,293
                                                                ---------------
LIABILITIES
Payables:
   Investment Securities Purchased                                   55,449,086
   Fund Shares Repurchased                                            8,419,322
Accrued Distribution Expenses                                           269,691
Accrued Expenses and Other Payables                                      75,350
                                                                ---------------
TOTAL LIABILITIES                                                    64,213,449
                                                                ---------------
Net Assets at Value                                             $ 1,340,298,844
                                                                ================
NET ASSETS
Paid-in Capital*                                                $   973,346,710
Accumulated Undistributed Net
   Investment Loss                                                     (37,999)
Accumulated Undistributed Net Realized
   Gain on Investment Securities and
   Foreign Currency Transactions                                    113,702,025
Net Appreciation of Investment Securities
   and Foreign Currency Transactions                                253,288,108
                                                                ---------------
Net Assets at Value                                             $ 1,340,298,844
                                                                ===============
Net Asset Value, Offering and Redemption
   Price per Share                                                       $16.41
                                                                         ======

~  Investment  securities  at cost and  value at April 30,  1998  include a
   repurchase agreement of $53,395,000.
  
*  The Fund has 100 million  authorized  shares of common  stock,  par value of
   $0.01 per share, of which 81,696,428 were outstanding at April 30, 1998.

See Notes to Financial Statements



<PAGE>



INVESCO Capital Appreciation Funds, Inc. - Dynamics Fund
Statement of Operations
Year Ended April 30, 1998

INVESTMENT INCOME
INCOME
Dividends                                                            $4,606,293
Interest                                                              2,272,468
   Foreign Taxes Withheld                                              (71,362)
                                                                ---------------
   TOTAL INCOME                                                       6,807,399
                                                                ---------------
EXPENSES
Investment Advisory Fees                                              5,874,212
Distribution Expenses                                                 2,674,606
Transfer Agent Fees                                                   2,156,766
Administrative Fees                                                     170,476
Custodian Fees and Expenses                                             176,552
Directors' Fees and Expenses                                             65,591
Professional Fees and Expenses                                           58,021
Registration Fees and Expenses                                          154,490
Reports to Shareholders                                                 159,572
Other Expenses                                                           60,327
                                                                ---------------
   TOTAL EXPENSES                                                    11,550,613
   Fees and Expenses Paid Indirectly                                  (119,641)
                                                                ---------------
   NET EXPENSES                                                      11,430,972
                                                                ---------------
NET INVESTMENT LOSS                                                 (4,623,573)
                                                                ---------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                220,083,978
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     236,377,288
                                                                ---------------
NET GAIN ON INVESTMENT SECURITIES                                   456,461,266
                                                                ---------------
Net Increase in Net Assets from Operations                      $   451,837,693
                                                                ===============

See Notes to Financial Statements



<PAGE>

INVESCO Capital Appreciation Funds, Inc. - Dynamics Fund
Statement of Changes in Net Assets

<TABLE>
<CAPTION>

                                                                Year Ended April 30
                                                      ---------------------------------------
                                                                1998            1997
<S>                                                  <C>                    <C>   
                                                     
OPERATIONS
Net Investment Loss                                   $   (4,623,573)        $    (2,464,148)
Net Realized Gain on
   Investment Securites and
   Foreign Currency Transactions                          220,083,978              40,252,470
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign Currency
   Transactions                                           236,377,288            (65,105,461)
                                                      ---------------------------------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM OPERATIONS                          451,837,693            (27,317,139)
                                                      ---------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Realized Gain on Investment
   Securities and Foreign Currency
   Transactions                                         (133,519,730)            (80,828,360)
                                                      ---------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                           1,320,495,638             822,575,123
Reinvestment of Distributions                             130,727,993              78,801,267
                                                      ---------------------------------------
                                                        1,451,223,631             901,376,390
Amounts Paid for Repurchases
   of Shares                                          (1,191,638,369)           (809,251,030)
                                                      ---------------------------------------
NET INCREASE IN NET
   ASSETS FROM FUND
   SHARE TRANSACTIONS                                     259,585,262              92,125,360
                                                      ---------------------------------------
Total Increase (Decrease) in
   Net Assets                                             577,903,225            (16,020,139)
NET ASSETS
Beginning of Period                                       762,395,619             778,415,758
                                                      ---------------------------------------
End of Period (Including
   Accumulated Undistributed
   Net Investment Loss of
   ($37,999) and ($9,165)
   respectively)                                        1,340,298,844             762,395,619

                                                      =======================================
<PAGE>



                                                      

FUND SHARE TRANSACTIONS
Shares Sold                                                88,367,135              61,735,689
Shares Issued from Reinvestment
   of Distributions                                         9,785,039               6,127,628
                                                      ---------------------------------------
                                                           98,152,174              67,863,317
Shares Repurchased                                       (79,868,425)            (61,637,091)
                                                      ---------------------------------------
Net Increase in Fund Shares                                18,283,749               6,226,226
                                                      =======================================

See Notes to Financial Statements
</TABLE>

<PAGE>

INVESCO Capital Appreciation Funds, Inc. - Dynamics Fund
Notes to Financial Statements
NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. INVESCO Capital
Appreciation  Funds, Inc. is incorporated in Maryland and presently  consists of
Dynamics  Fund (the  "Fund").  The  investment  objective of the Fund is to seek
appreciation 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 -- Equity securities traded on national securities
   exchanges  or in the  over-the-counter  market  are valued at the last sales
   price in the market where such  securities  are  primarily  traded.  If last
   sales prices are not available, securities are valued at the highest closing
   bid  price  obtained  from one or more  dealers  making  a  market  for such
   securities  or  by a  pricing  service  approved  by  the  Fund's  board  of
   directors.
     Foreign  securities  are  valued  at the  closing  price on the  principal
   stock  exchange on which they are traded.  In the event that closing  prices
   are not available for foreign  securities,  prices will be obtained from the
   principal  stock  exchange  at or prior to the  close of the New York  Stock
   Exchange.  Foreign currency exchange rates are determined daily prior to the
   close of the New York Stock Exchange.
     If  market  quotations  or pricing  service  valuations  are  not  readily
   available,  securities  are valued at fair value as determined in good faith
   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.
     Assets and liabilities initially  expressed in terms of foreign currencies
   are translated into U.S. dollars at the prevailing market rates as quoted by
   one or more banks or dealers on the date of valuation. The cost of securities
   is translated into U.S. dollars at the rates of exchange prevailing when such
   securities are acquired. Income and expenses are translated into U.S. dollars
   at the rates of exchange prevailing when accrued.
B. REPURCHASE AGREEMENTS -- Repurchase  agreements  held  by the Fund are fully
   collateralized  by  U.S. Government securities and such collateral is in the
   possession of  the Fund's custodian.  The  collateral  is evaluated daily to
   ensure its  market value  exceeds the current market value of the repurchase
   agreements  including  accrued interest.  In  the  event  of  default on the
   obligation  to repurchase, the Fund has the right to liquidate the collateral


<PAGE>



   and apply the proceeds in satisfaction of the obligation.  In the event of
   default or bankruptcy by the other party to the agreement, realization 
   and/or retention of the collateral or proceeds may be subject to legal
   proceedings.
C. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security transactions
   are accounted for on the trade date and dividend income is recorded on the ex
   dividend date.  Certain dividends from foreign securities will be recorded as
   soon as the Fund is informed of the dividend if such information is obtained
   subsequent to the ex dividend date.  Interest income, which may be comprised
   of stated coupon rate, market discount, original issue discount and amortized
   premium, is recorded on the accrual basis. Cost is determined on the specific
   identification basis.
     The Fund may  have  elements  of risk  due to  investments  in  foreign
   issuers located in a specific country.  Such foreign investments may subject
   the Fund to additional  risks  resulting  from future  political or economic
   conditions and/or possible  impositions of adverse foreign governmental laws
   or currency exchange restrictions.  Net realized and unrealized gain or loss
   from investment  securities  includes  fluctuations  from currency  exchange
   rates and fluctuations in market value.
     The Fund's use of short-term  forward  foreign  currency  contracts may
   subject  it to  certain  risks as a result  of  unanticipated  movements  in
   foreign  exchange rates.  The Fund does not hold short-term  forward foreign
   currency contracts for trading purposes.  The Fund may hold foreign currency
   in  anticipation  of  settling  foreign  security  transactions  and not for
   investment purposes.
D. FEDERAL  AND STATE  TAXES --  The Fund has  complied,  and  continues  to
   comply,  with the  provisions  of the Internal  Revenue Code  applicable  to
   regulated investment companies and, accordingly,  has made or intends to
   make sufficient  distributions of net investment income and net realized
   capital gains, if any, to relieve it from all federal and state income taxes
   and federal excise taxes.
     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 April 30, 1998,  0% qualified for
   the  dividends  received   deduction   available  to  the  Fund's  corporate
   shareholders.
     Investment  income  received  from  foreign  sources  may be subject to
   foreign  withholding  taxes.  Dividend and interest income is shown gross of
   foreign withholding taxes in the accompanying financial statements.
E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions to
   shareholders are recorded by the Fund on the ex dividend/distribution date.
   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
   

<PAGE>


   differing treatments for amortized premiums, foreign currency transactions,
   nontaxable dividends, net operating losses and expired capital loss
   carryforwards.  For the year ended April  30,  1998,  the  Fund reclassified
   $4,606,790  from  accumulated undistributed net realized  gain on investment
   securities to accumulated undistributed net investment income and $12,051
   from  accumulated undistributed  net  investment  income to paid-in  capital.
   Net investment income, net realized gains and net assets were not affected.
F. FORWARD FOREIGN CURRENCY CONTRACTS --The Fund enters into short-term forward
   foreign currency contracts in connection with planned purchases or sales of
   securities as a hedge against fluctuations in foreign exchange rates pending
   the settlement of transactions in foreign securities.  A forward foreign
   currency contract is an agreement between contracting parties to exchange an
   amount of currency at some future time at an agreed upon rate. These
   contracts are marked-to-market daily and the related appreciation or 
   depreciation of the contracts is presented in the Statement of Assets and
   Liabilities.
G. EXPENSES -- Under an agreement between the 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.  Similarly,  Custodian
   Fees and Expenses and Transfer  Agent Fees are reduced by credits  earned by
   the Fund from security brokerage  transactions under certain  broker/service
   arrangements  with third  parties.  Such  credits  are  included in Fees and
   Expenses Paid Indirectly in the Statement of Operations.
     For the year ended April 30, 1998,  Fees and Expenses  Paid  Indirectly
   consisted  of $119,188  included in  Custodian  Fees and  Expenses  and $453
   included in Transfer Agent Fees.
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 0.60% on the first $350 million of average net assets;  reduced to 0.55%
on the next $350 million of average net assets;  and 0.50% on average net assets
in excess of $700 million.
    In accordance  with a Sub-Advisory  Agreement  between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG,  investment  decisions of the
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, the Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of  average  net  assets to  provide  administrative,  accounting  and  clerical
services. The fee is accrued daily and paid monthly.
    IFG  receives  a  transfer  agent  fee  at an  annual  rate  of  $20.00  per
shareholder  account,  or,  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.


<PAGE>



    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 April 30, 1998, the Fund paid the Distributor $2,557,942 under the plan of
distribution.  Effective September 29, 1997, INVESCO Distributors, Inc., ("IDI")
a wholly owned  subsidiary  of IFG,  replaced IFG as  distributor.
NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended
April 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 $1,962,393,719 and $1,818,670,902, respectively.
     There were no purchases or sales of U.S. Government securities.
NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At April 30,  1998,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $262,844,557 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to  $10,904,397,  resulting in net
appreciation of $251,940,160.
NOTE 5 -- TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG, IDI or ITC.
    The Fund has adopted an unfunded  deferred  compensation  plan  covering all
independent  directors  of the Fund  who  will  have  served  as an  independent
director for at least five years at the time of retirement.  Benefits under this
plan are based on an annual rate equal to 40% of the retainer fee at the time of
retirement.  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 April 30, 1998,  included in Directors'
Fees and Expenses in the Statement of Operations were $16,648.  Unfunded accrued
pension  costs of $30,472  and  pension  liability  of $68,459  are  included in
Prepaid Expenses and Accrued Expenses,  respectively, in the Statement of Assets
and  Liabilities.
NOTE 6 -- LINE  OF  CREDIT.  The  Fund  has  available  a  Redemption  Line of
Credit  Facility  ("LOC"),  from a consortium of national  banks, to be used for
temporary or emergency  purposes to fund redemptions of investor shares. The LOC
permits  borrowings  to a maximum of 10% of the Net Assets at Value of the Fund.
The Fund agrees to pay annual fees and interest on the unpaid principal  balance
based on prevailing market rates as defined in the agreement. At April 30, 1998,
there were no such borrowings.



<PAGE>



INVESCO Capital Appreciation Funds, Inc. -- Dynamics Fund
Financial Highlights
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>

                                                                                  Year Ended April 30
                                                         ------------------------------------------------------------------
                                                           1998           1997           1996           1995           1994
<S>                                                     <C>           <C>            <C>            <C>            <C>   
PER SHARE DATA
Net Asset Value-- Beginning of Period                    $12.02         $13.61         $11.38         $10.15         $10.89
                                                         ------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                             (0.05)         (0.04)          0.02            0.03         (0.02)
Net Gain or (Losses) on Securities
   (Both Realized and Unrealized)                          6.39         (0.19)           3.94           1.34           1.99
                                                         ------------------------------------------------------------------
Total from Investment Operations                           6.34         (0.23)           3.96           1.37           1.97
                                                         ------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                      0.00           0.00           0.02           0.03           0.00
Distributions from Capital Gains                           1.95           1.36           1.71           0.11           2.71
                                                         ------------------------------------------------------------------
Total Distributions                                        1.95           1.36           1.73           0.14           2.71
                                                         ------------------------------------------------------------------
Net Asset Value-- End of Period                          $16.41         $12.02         $13.61         $11.38         $10.15
                                                         ==================================================================

TOTAL RETURN                                             56.42%        (2.34%)         36.32%         13.57%         17.86%

RATIOS
Net Assets -- End of Period
   ($000 Omitted)                                    $1,340,299       $762,396       $778,416       $421,600       $287,293


<PAGE>



Ratio of Expenses to Average
   Net Assets                                            1.08%@         1.16%@         1.14%@         1.20%#          1.17%
Ratio of Net Investment Income (Loss)
   to Average Net Assets                                (0.43%)        (0.31%)          0.16%         0.33%#        (0.37%)
Portfolio Turnover Rate                                    178%           204%           196%           176%           169%



+  Distributions in excess of net investment income for the year ended April 30,
   1996, aggregated less than $0.01 on a per share basis.

#  Various  expenses of the Fund were  voluntarily  absorbed by IFG for the year
   ended April 30, 1995.  If such  expenses had not been  voluntarily  absorbed,
   ratio of expenses  to average  net assets  would have been 1.22% and ratio of
   net investment income to average net assets would have been 0.31%.

@ Ratio is based on Total  Expenses  of the Fund,  which is before  any  expense
  offset arrangements.


</TABLE>

<PAGE>

Report of Independent Accountants



To the Board of Directors and Shareholders of
INVESCO Capital Appreciation Funds, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial  position of INVESCO  Dynamics Fund (the sole
portfolio of INVESCO Capital  Appreciation Funds, Inc., hereafter referred to as
the "Fund") at April 30, 1998,  the results of its  operations for the year then
ended,  the  changes  in its 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 April
30, 1998 by correspondence with the custodian and the application of alternative
auditing procedures were securities  purchased had not been received,  provide a
reasonable basis for the opinion expressed above.




Price Waterhouse LLP
Denver, Colorado
May 29, 1998



<PAGE>

<TABLE>
<CAPTION>

                                        FAMILY OF FUNDS



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


<PAGE>



Intermediate Government Bond     47                       FIGBX                        IntGov
U.S. Government Securities       32                       FBDGX                         USGvt
Select Income                    30                       FBDSX                        SelInc
High Yield                       31                       FHYPX                         HiYld
- ---------------------------------------------------------------------------------------------
Tax-Exempt  
Tax-Free Intermediate Bond       36                       IVTIX                             *
Tax-Free Long-Term Bond          35                       FTIFX                         TxFre
- ---------------------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund       44                       FUGXX                      InvGvtMF
Cash Reserves                    25                       FDSXX                       InvCshR
Tax-Free Money Fund              40                       FFRXX                    InvTaxFree

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

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

<PAGE>



EasiVest makes it easy to pay yourself first.

   It seems  that for most of us the  hardest  part of  investing  at  regular
intervals comes down to simply writing the check, finding the stamp, and putting
it in the mail.  But with  INVESCO's  EasiVest it's so easy that we'll do almost
all the work for you.

   After you fill out the  authorization  and return it with a voided check, the
exact dollar  amount you specify will be  electronically  transferred  from your
bank account to your designated fund on the same day each month.

   Using  EasiVest  is one of the few times when  you'll find the easy way may
also be one of the best.

   For  years  smart  investors  have  used  an  investment  strategy  known  as
dollar-cost averaging. It only makes sense that when prices are high an investor
will want to buy fewer shares, and when prices are low he will want to buy more.
By investing a fixed amount at regular  intervals with INVESCO's  EasiVest,  you
can take advantage of these market fluctuations.

   Over a sufficient period of time,  dollar-cost averaging may make the average
price you pay per share less than the actual average price per share.  So follow
the lead of successful  investors and take  advantage of  dollar-cost  averaging
with INVESCO's EasiVest.

   Like other  investment  systems,  periodic  investment  plans to not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve  continuous  investment in securities  regardless of  fluctuating  price
levels in the market,  you should  consider your  financial  ability to continue
purchases through low price levels. Finally, be aware that you will incur a loss
under the plan if you decide to liquidate  your account when the market value of
accumulated shares is less than their cost.

   Just  follow  these  simple  authorization  instructions  and  let  INVESCO's
EasiVest help you build for your future.

1.   Call your  bank for  their  ABA and  account  numbers.  Then  complete  the
     EasiVest  authorization  and sign it the same way you would  your  personal
     checks.



<PAGE>



2.   Enclose an unsigned, personal check or savings deposit slip marked "Void."

3.   Place a voided check or savings deposit slip and signed  authorization form
     in an envelope; then mail it to us.

   It's that easy to start building your mutual fund portfolio. And you can take
advantage of INVESCO's EasiVest with as little as $50 a month.

Questions?  Call us at 1-800-525-8085.




<PAGE>



EASIVEST AUTHORIZATION FOR AUTOMATIC INVESTMENTS

   Before  returning this  Authorization,  please be sure to contact your bank
   for the correct ABA number and account number.

I authorize  INVESCO  Funds Group to transfer  money from my checking or savings
account  on or  about  the 7th or 21st  (check  one) day of each  month  for the
amounts and funds indicated below:

Fund-------------------------------------- Acct.#-------------------------------

$---------------------------- ($50 minimum)       --- 7th        ---21st

- --------------------------------------------------------------------------------
Bank Name
- --------------------------------------------------------------------------------
Bank Street Address
- --------------------------------------------------------------------------------
City, State, Zip                       (      )
- -------------------------------------- -----------------------------------------
ABA Number (available from your bank)  Bank Phone Number

- ---------------------------            This is a --- Checking Account
Bank Account Number                              --- Savings Account

- --------------------------------------------------------------------------------
Owner's Name (First, Middle Initial, Last)
- --------------------------------------------------------------------------------
Joint Owner's Name (First, Middle Initial, Last)
- --------------------------------------------------------------------------------
Owner Street Address
- --------------------------------------------------------------------------------
City, State, Zip
- --------------------------------------------------------------------------------
Signature                                            Date
- --------------------------------------------------------------------------------
Signature                                            Date
(     )                                (     )
- --------------------------------------------------------------------------------
Daytime Telephone Number
                                       Evening Telephone Number

Don't forget to attach a voided check or deposit slip.


<PAGE>



This  authority is to remain in effect  until I revoke it in writing and,  until
INVESCO receives such  notification,  I agree INVESCO will be fully protected in
honoring any such electronic  debit. I further agree that if any such electronic
debit  is  not  honored,  whether  with  cause  or  without  cause  and  whether
intentionally or  unintentionally,  INVESCO will not be liable whatsoever.  This
authorization  will become a part of the fund application  subject to the terms,
representations and conditions thereof.

Like other investment  systems,  period investment plans do not insure a profit,
nor do they protect against loss in a falling market.  Since these plans involve
continuous  investment in securities  regardless of fluctuating  price levels in
the market,  you should  consider your financial  ability to continue  purchases
through low price levels. Finally, be aware that you will incur a loss under the
plan  if you  decide  to  liquidate  your  account  when  the  market  value  of
accumulated shares is less than their cost.



<PAGE>


INVESCO FUNDS

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

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

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

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









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