INVESCO CAPITAL APPRECIATION FUNDS INC
N-30D, 1998-12-23
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Semiannual Report

October 31, 1998

INVESCO Stock Funds, Inc.
(Formerly known as INVESCO
Capital Appreciation Funds, Inc.)

Dynamics
Growth & Income
Endeavor

INVESCO
YOU SHOULD KNOW WHAT INVESCO KNOWS.(TM)


<PAGE>


Market Overview                                                    November 1998
     "It was the best of times,  it was the worst of times." For many investors,
the  opening of  Charles  Dickens' A Tale of Two  Cities  best  describes  their
investments in 1998. On one hand,  investments in many large, domestic blue chip
companies have performed well.  However,  for investors in emerging  markets and
small-cap stocks, it has been a rather different story.
     This has been a year that  tested the  skills of even the most  experienced
investor, with the domestic equity markets reaching unprecedented heights in the
spring of '98, suffering a severe correction,  and then rallying again. But what
has really changed in 1998?
     Economy:  The  domestic  economy  continues  to  expand  even  though  many
developing nations are enduring recessions. With U.S. unemployment at record low
levels and real wages accelerating,  consumers have been willing to spend. It is
important to remember that consumer  spending is responsible  for  approximately
two-thirds of Gross  Domestic  Product.  In addition,  lower  interest  rates on
mortgages  have enticed  homeowners to refinance,  increasing  their  disposable
income.
     Interest rates: As the global financial crisis  intensified during the last
year,  the threat of an  overheating  economy  diminished,  and  interest  rates
declined  significantly  -- with Treasury  yields reaching levels not seen since
the 1960s.  In addition,  worries  over the bailout of the hedge fund  Long-Term
Capital  Management  combined  with a global  credit  crunch  caused the Federal
Reserve  Board to lower the Fed funds rate by 25 basis  points  three times in a
seven-week  period in the fall of '98.  This was the first move by the Fed since
it increased the Fed funds rate in the spring of '97.
     Corporate  Earnings:  The strong U.S.  dollar,  intense  price  competition
worldwide,  and  slowing  global  economies  have  decreased  revenues  for many
multinationals,  squeezing corporate profits. Furthermore, increasing wages (due
to the tight labor market) are also putting pressure on profit margins,  and the
growth rate in corporate earnings has slowed.
     Market  Volatility:  The last four years have been rewarding for investors,
as  domestic  equity  markets  produced   above-average   returns  with  limited
volatility.  However, this year volatility returned to the markets;  August 1998
marked the worst  month for  equities  since  October  1987.  For the  long-term
investor,  volatility is just part of the price of doing business when investing
in equities.
     As we move into 1999,  the market  environment  for  domestic  equities has
changed to an extent; yet, in many respects, it remains similar to the last four
years. Low inflation,  declining  interest rates, and positive domestic economic
growth lend support to the underlying  fundamentals for equities.  Granted,  the
slowdown in many international  economies may retard growth here at home, but it
appears that our economy is strong enough to weather the storm.
     The U.S.  remains  the one global  economic  superpower.  Compared  to many
international firms,  domestic companies are highly efficient,  productive,  and
profitable. The strong dollar and intense price competition have slowed the rate
of growth  in  earnings  in 1998,  but the  earnings  outlook  for 1999  appears
brighter as many international  economies start to recover. In addition,  equity
markets are  forward-looking  in nature and seem to be telling us that the worst
of the global financial crisis may be over.  However,  investors should continue
to expect heavy  day-to-day  volatility in the equity markets and remain focused
on their long-term goals.

New Investment Opportunities
     INVESCO is proud to  announce  the  addition of two new stock funds for its
shareholders. INVESCO Growth & Income Fund (7/98) and Endeavor Fund (10/98) join



<PAGE>


INVESCO  Dynamics  Fund as part of INVESCO  Stock  Funds,  Inc.  If you have any
questions  regarding  these  new  funds,  please  feel  free to call an  INVESCO
representative at 1-800-525-8085.

INVESCO Stock Funds, Inc.
     The line graphs on the following  pages  illustrate  the value of a $10,000
investment in each of the INVESCO Stock Funds,  Inc., plus reinvested  dividends
and capital gain  distributions,  for the 10-year period ended 10/31/98 or since
inception  through  10/31/98.  The chart and other total  return  figures  cited
reflect each fund's  operating  expenses,  but the indexes do not have expenses,
which would, of course, have lowered their performance.(1),(2)

- --------------------------------------------------------------------------------
                       STYLE                                       Market Cap
          VALUE     Blend          GROWTH               RANGE      MEDIAN
- --------------------------------------------------------------------------------
Large-    INVESCO   INVESCO   INVESCO                    $10       $30 to
cap       Value     Growth &  Blue Chip              billion & up  $60 billion
          Equity    Income    Growth         
- --------------------------------------------------------------------------------
Mid-                          INVESCO    INVESCO      $1 billion   $1 to
cap                           Dynamics   Endeavor  to $10 billion  5 billion
- --------------------------------------------------------------------------------
Small-    INVESCO             INVESCO                  below $1    $450 to
cap       Small               Small Company            billion     800 billion
          Company             Growth Fund
          Value
- --------------------------------------------------------------------------------

INVESCO Dynamics Fund
     For the six-month period ended 10/31/98,  INVESCO Dynamics Fund had a total
return of -13.47%,  underperforming  the S&P 500,  which had a total return of -
0.37%, and the S&P MidCap 400, which had a total return of -10.46%. However, for
the one-year  period ended  10/31/98,  the fund's return of 4.29%  significantly
outperformed  the return of 0.86% for its peer  group as defined by the  average
fund return in the Lipper Capital  Appreciation  objective.  (Lipper  Analytical
Services, Inc., is an independent mutual fund analyst, which tracks total return
unadjusted for  commissions.  Of course,  past performance is not a guarantee of
future results.)(1),(2)

Review & Outlook 
A Conversation with Tim Miller,  Senior Vice President,  Growth Team Leader, and
Portfolio  Manager  
After a strong start to the year,  the fund has struggled in
the last six months.  Why?
     As conditions in the global equity markets deteriorated over the spring and
summer,  fears of a global  recession  intensified.  This  caused a  significant
contraction in the security prices of small- to mid-capitalization companies. In
my two decades in the investment business, this was one of the quickest and most
severe corrections I have ever witnessed.  Faster-growing industries and sectors
were hit  particularly  hard,  as many of these types of  companies  experienced
losses in market value of greater  than 40%. Why were small- and mid-cap  stocks
hit so hard?
     As investors become more nervous about their investments, they tend to sell
small- and  mid-cap  stocks in order to  concentrate  their  holdings  in large,
liquid   companies  with  predictable   earnings.   Many  times  this  defensive
over-reaction creates buying opportunities for the patient investor, and we were
able to upgrade the quality of the  portfolio  when the market  corrected.  What
sectors or industries have performed best during the last six months?
     Some  of  the  strongest  returns  for  the  fund  have  been  produced  by
investments  in companies  involved in cable TV,  consumer  staples,  and health
care.


<PAGE>



What areas were disappointing?
     The fund is heavily  concentrated in some of the faster-growing  sectors of
the economy, and investments in technology,  computer services,  communications,
and financial services companies hindered the fund's performance in the last six
months.  However,  over the longer-term,  I remain confident that these holdings
could produce superior results compared to other areas of the market.

                                 Dynamics Fund
                        Average Annualized Total Return
                               as of 10/31/98 (2)

                                  1 year 4.29%
                        -------------------------------
                                 5 years 14.70%
                        -------------------------------
                                10 years 17.72%
                        -------------------------------

Graph:
     This  line  graph  represents  a  comparison  of  the  value  of a  $10,000
     investment in INVESCO Dynamics Fund to the value of a $10,000 investment in
     the S&P 500 Index and S&P MidCap Index,  assuming in each case reinvestment
     of all  dividends  and capital gain  distributions,  for the 10 year period
     ended October 31, 1998.

Does the fund have investments in Internet companies?
     Yes,  I'm a firm  believer  that the  Internet  will be one of the  crucial
engines of economic  growth  over the next three to five  years.  Traffic on the
Internet is doubling every 90 days.  With the explosion of information  and data
transmissions,  the need for increased  bandwidth  from existing phone lines and
state-of-the-art telecommunications equipment has created enormous opportunities
for  certain  companies.   Firms  like  America  Online,   Qwest  Communications
International,  Amazon.Com Inc., and Yahoo! Inc. have established market-leading
positions in their respective industries and have a bright future.
What's your near-term outlook?
     I'm becoming  cautiously  more  bullish,  although  stability in the global
financial  markets needs to be restored.  The  reduction in short-term  interest
rates by the Federal  Reserve Board indicates that the Fed is willing to do what
is necessary  to avoid a recession.  Historically  speaking,  the recent  market
correction was probably too quick and severe given current economic  conditions,
and we have already witnessed a sharp bounce back.  However,  for equity indexes
to resume and maintain an upward path, global conditions must improve.


<PAGE>

Graph:  
     This graph reflects the allocation of the INVESCO Dynamics Fund's portfolio
     by value of net assets in basic  materials,  capital goods,  communications
     services,  consumer cyclicals,  consumer staples, energy, finances,  health
     care,  technology,  transportation and cash and equivalent securities as of
     10/31/97, 04/30/98 and 10/31/98.

Fund Management 
     INVESCO  Dynamics Fund is managed by INVESCO Senior Vice President  Timothy
J. Miller and Thomas R. Wald. Tim,  INVESCO's  Growth Team Leader,  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, a Chartered Financial Analyst,  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.

INVESCO  Growth & Income Fund 
     Since inception on July 1, 1998, to 10/31/98,  INVESCO Growth & Income Fund
achieved  a return of 18.30%,  compared  to the figure of -2.57% for the S&P 500
broad market index.(1),(2)

Review & Outlook
A Conversation with Vice President and Portfolio Manager Trent May


Although  the fund  has only a short  history  at this  point,  what are the key
factors to its performance thus far?
     I think the fund's  strong  relative  performance  can be attributed to our
strict  investment  discipline,  which  concentrates  the  portfolio  on  equity
securities  of  large-capitalization   companies  that  offer  excellent  growth
potential plus current  dividends.  Since the fund's  introduction last summer,
our core holdings within the portfolio  provided most of the power. But exposure
to some of the fastest-growing sectors in the market also aided performance.

What are some of the market sectors that have improved performance?


<PAGE>



     We use a bottom-up approach when selecting securities for the portfolio, so
we don't make sector  calls.  We try to keep the fund  well-diversified.  When I
analyze a stock, I look at the company fundamentals, potential growth prospects,
and the ability to grow dividends over time.  This emphasis tends to concentrate
the  portfolio  in  faster-growing  sectors.  It is  much  easier  for a firm to
increase a dividend if the  company's  revenues  and  earnings  are growing over
time.

     Some of the fund's strongest  returns have come from the following  sectors
or industries:
     o  Communications:  Regional  Bell  Operating  Companies  (RBOCs)  like SBC
Communications, Bell Atlantic, and AT&T Corp.
     o Pharmaceuticals: Merck & Co., Pfizer Inc., and Lilly Eli & Co.
     o Technology:  Lucent  Technologies  and  International  Business  Machines
(IBM).
Has the fund experienced any disappointments?
     The fund's holdings in the financial  services sector hindered  performance
during the first few months of  operations.  As the  market  contracted  in late
summer and early fall, stock prices of financial  services  companies  plummeted
since their  revenues and  earnings are  correlated  to the  financial  markets.
Nonetheless,  I  think  our  holdings  in the  financial  services  sector  have
excellent long-term potential and in fact many have already started to recover.

                              Growth & Income Fund
                   Cumulative Total Return as of 10/31/98 (2)

                         Since inception (7/98) 18.30%
                   ------------------------------------------

Graph:
     This line  graph  compares  the value of a $10,000  investment  in  INVESCO
     Growth & Income  Fund to the value of a $10,000  investment  in the S&P 500
     Index, assuming in each case reinvestment of all dividends and capital gain
     distributions, for the period from inception (7/1/98) through 10/31/98.

What's your near-term outlook?
     The fund will remain consistent with its investment  strategy,  focusing on
high-quality,  market-leading companies which have the ability to increase their
revenues,  earnings, and dividends over the next three to five years. In regards
to the financial  markets,  I'm becoming more positive on the markets.  Although
equities  may have  recovered  a little  too  fast,  it is  apparent  that  Alan
Greenspan,  Chairman  of the  Federal  Reserve  Board,  will take the  necessary
measures  to  stimulate  the  economy and avoid a  recession.  Furthermore,  the
international  community is starting to address some worldwide  problems,  which
may help stimulate demand globally.  Overall,  low inflation and strong domestic
demand provide a positive backdrop for stocks.

Graph: 

     This graph  reflects the  allocation of the INVESCO  Growth & Income Fund's
     portfolio  by  value  of net  assets  in basic  materials,  capital  goods,
     communications  services,  consumer  cyclicals,  consumer staples,  energy,
     finances,  health care, technology and cash and equivalent securities as of
     10/31/98.

Fund Management
     INVESCO Growth & Income Fund is managed by Vice President  Trent E. May. He
received a BS from the Florida  Institute of  Technology  and a MBA from Rollins
College.   Before   joining   INVESCO  in  1996,   Trent  was  a  senior  equity
manager/equity  analyst  with  Munder  Capital  Management.  He  is a  Chartered
Financial Analyst.
     Vice President Fritz Meyer is co-manager of the fund, and a 22-year veteran
of the investment business.  He received his MBA from Amos Tuck School-Dartmouth
College, and a BA from Darthmouth.  Before joining INVESCO in 1996, Fritz was an
executive  vice president and portfolio  manager with Nelson,  Benson & Zellmer,
Inc.




<PAGE>

INVESCO Endeavor Fund
Review & Outlook
A Conversation  about the new INVESCO  Endeavor Fund with Senior Vice President,
Growth Team Leader,  and  Portfolio  Manager Tim Miller  
INVESCO  Endeavor Fund started  investment  operations on October 28, 1998. What
distinguishes this fund from other INVESCO growth funds?
     Endeavor  Fund  will be  aggressively  managed  to seek  long-term  capital
appreciation.   From  a  structural  standpoint,   the  fund  is  more  like  an
old-fashioned  mutual fund, investing in growth stocks across the capitalization
spectrum.  In  addition,  the fund is able to invest up to 25% of its  assets in
foreign  securities.  Although  this  fund may be more  volatile  than some pure
domestic  stock funds on a  day-to-day  basis,  I think it  possesses  excellent
long-term growth potential for the patient  investor. 
So the fund can invest in small-, mid-, and large-capitalization stocks, as well
as international equities?
     Yes. We kept the investment  restrictions fairly broad so that the fund can
take advantage of the best growth opportunities in all markets. However, we will
use the same growth investment  discipline that has worked so well for us in the
past. We follow a three-step selection process:
     First, we look for growth markets or special  situations where we feel that
the  industry or sector can  generate  above-average  growth  rates for the next
three to five years. We prefer markets and industries where market leadership is
in a few hands.
     Next,  within  these  growth  markets  or  sectors,   we  try  to  identify
market-leading  companies with strong,  defensible  positions.  For instance, we
look for companies that can differentiate their products from their competitors.
     Once we have isolated the best growth  opportunities  in these markets,  we
analyze each  company's  financial  data.  At this step,  we check the financial
numbers to see if our growth projections are consistent with the company's data.
Then we make our investment decisions from this pool of candidates.
What sectors or industries will the fund favor?
     I think  some of the best  growth  opportunities  in the next three to five
years may be found in the following sectors:
     o  Financial Services 
     o  Health Care 
     o  Communications 
     o  Technology
How  will the fund allocate assets among small-, mid-, large-cap stocks? 

We will look for the best investment opportunities in each capitalization range.
A  neutral  position  for  the  fund  will  be  60%  of  the  fund's  assets  in



<PAGE>

large-caps,  30% in mid-caps,  and 10% in small-caps.  Of course, the weightings
will change depending on prevailing conditions.
What's your near-term outlook?
     I remain positive on both the market and the economy.  For long-term growth
investors,   recent  market   volatility   has  created   excellent   investment
opportunities,  and we have  positioned  the  fund to take  advantage  of  these
situations.

  Fund Management  
     INVESCO Endeavor Fund is managed by members of INVESCO's Growth Team, which
is headed by Timothy J. Miller, CFA. 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.


(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.

(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>


INVESCO Fund Codes
         These  two-digit  codes appear after your account  number on Investment
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.

         Money Market Funds
         44       U.S. Government Money Fund
         25       Cash Reserves
         40       Tax-Free Money Fund
         Tax-Exempt Funds
         36       Tax-Free Intermediate Bond
         35       Tax-Free Long-Term Bond
         Bond Funds
         33       Short-Term Bond
         47       Intermediate Government Bond
         32       U.S. Government Securities
         30       Select Income
         31       High Yield
         Combination Stock & Bond Funds
         15       Industrial Income
         70       Multi-Asset Allocation
         48       Total Return
         71       Balanced
         Stock Funds
         21       Growth & Income
         61       Endeavor
         10       Growth
         20       Dynamics
         60       Small Company Growth
         46       Value Equity
         74       Small Company Value
         23       S&P 500 Index Fund
         Sector Funds
         50       Energy
         59       Environmental Services
         57       Financial Services
         51       Gold
         52       Health Sciences
         53       Leisure
         42       Realty
         55       Technology
         58       Utilities
         38       Worldwide Capital Goods
         39       Worldwide Communications
         International Funds
         09       International Blue Chip         
         49       International Growth


<PAGE>


         43       Emerging Markets
         41       Asian Growth
         54       Pacific Basin
         56       European
         37       European Small Company
         34       Latin American Growth


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.


<PAGE>

Ten Largest Common Stock Holdings
October 31, 1998

Description                   Value
- --------------------------------------
Dynamics Fund
America Online            $28,462,000
Sofamor/Danek Group        28,058,662
Watson Pharmaceuticals     19,774,688
Edwards (J D) & Co         19,650,000
Zions Bancorp              19,229,850
Tandy Corp                 18,422,381
COLT Telecom Group PLC
  Sponsored ADR Representing
  4 Ord Shrs               17,981,250
Omnicom Group              17,797,500
Xilinx Inc                 17,639,227
General Dynamics           17,282,750

Endeavor Fund
America Online            $   724,256
PepsiCo Inc                   712,125
Microsoft Corp                709,362
Lilly (Eli) & Co              590,844
Texas Instruments             588,225
SBC Communications            588,169
Merck & Co                    581,575
Pfizer Inc                    568,756
Philip Morris                 557,262
Citigroup Inc                 489,450

Growth and Income Fund
Citigroup Inc             $ 1,285,748
Pfizer Inc                  1,121,416
General Electric            1,076,250
Microsoft Corp              1,037,575
SBC Communications          1,018,875
Bell Atlantic               1,014,687
Lilly (Eli) & Co              971,250
AT&T Corp                     971,100
Bristol-Myers Squibb          956,366
Merck & Co                    899,412


<PAGE>

Statement of Investment Securities
October 31, 1998
UNAUDITED
- --------------------------------------------------------------------------------
                                          Shares or
                                          Principal
%    Description                          Amount       Value
- --------------------------------------------------------------------------------
Dynamics Fund
90.44 COMMON STOCKS
2.36 AEROSPACE & DEFENSE
     Alliant Techsystems(a)               181,500     $12,705,000
     General Dynamics                     292,000      17,282,750
- --------------------------------------------------------------------------------
                                                       29,987,750
- --------------------------------------------------------------------------------
0.85 AUTO PARTS
     O'Reilly Automotive(a)               275,000      10,759,375
- --------------------------------------------------------------------------------
0.47 AUTOMOBILES
     General Motors Class H(a)            155,000       5,928,750
- --------------------------------------------------------------------------------
4.99 BANKS
     First Tennessee National             385,000      12,199,688
     North Fork Bancorp                   580,000      11,527,500
     Star Banc                            193,600      14,641,000
     US Trust                              93,000       5,922,938
     Zions Bancorp                        362,400      19,229,850
- --------------------------------------------------------------------------------
                                                       63,520,976
- --------------------------------------------------------------------------------
1.26 BROADCASTING
     Clear Channel
      Communications(a)                   175,000       7,973,437
     EchoStar Communications
      Class A(a)                          300,000       8,100,000
- --------------------------------------------------------------------------------
                                                       16,073,437
- --------------------------------------------------------------------------------
4.67 CABLE
     Cablevision Systems Class A(a)       150,000       7,237,500
     Cox Communications Class A(a)        139,700       7,666,037
     Flextech PLC(a)                    1,400,000      13,129,648
     Jones Intercable Class A(a)          250,000       7,015,625
     TCA Cable TV                         502,500      13,912,969
     Tele-Communications Inc
      Liberty Media Group
      Class A(a)                          275,000      10,467,187
- --------------------------------------------------------------------------------
                                                       59,428,966
- --------------------------------------------------------------------------------
11.90 COMPUTER RELATED
     3Com Corp(a)                         350,000      12,621,875
     Acxiom Corp(a)                       500,000      12,562,500
     Ascend Communications(a)             311,000      15,005,750
     BEA Systems(a)                       435,000       8,523,290
     BMC Software(a)                      250,000      12,015,625
     Cadence Design Systems(a)            306,800       6,557,850
     Citrix Systems(a)                    100,000       7,087,500
     Edwards (J D) & Co(a)                600,000      19,650,000
     Electronic Arts(a)                   100,000       4,112,500
     FORE Systems(a)                      500,000       7,812,500
     Intuit Inc(a)                        300,000      15,150,000
     Keane Inc(a)                         275,000       9,143,750
     Legato Systems(a)                    200,000       7,825,000
     Wind River Systems(a)                307,500      13,472,344
- --------------------------------------------------------------------------------
                                                      151,540,484

<PAGE>

- --------------------------------------------------------------------------------
1.23 ELECTRONICS
     Teradyne Inc(a)                      269,600       8,762,000
     Uniphase Corp(a)                     140,000       6,930,000
- --------------------------------------------------------------------------------
                                                       15,692,000
- --------------------------------------------------------------------------------
5.73 ELECTRONICS -- SEMICONDUCTOR
     Altera Corp(a)                       200,000       8,325,000
     KLA-Tencor Corp(a)                   405,000      14,934,375
     Linear Technology                    170,000      10,136,250
     Maxim Integrated Products(a)         325,000      11,598,437
     Vitesse Semiconductor(a)             320,000      10,320,000
     Xilinx Inc(a)                        395,000      17,639,227
- --------------------------------------------------------------------------------
                                                       72,953,289
- --------------------------------------------------------------------------------
0.73 EQUIPMENT -- SEMICONDUCTOR
     Broadcom Corp Class A(a)             111,400       9,239,238
- --------------------------------------------------------------------------------
2.82 FINANCIAL
     Capital One Financial                120,000      12,210,000
     Northern Trust                       155,000      11,431,250
     Providian Financial                  155,000      12,303,125
- --------------------------------------------------------------------------------
                                                       35,944,375
- --------------------------------------------------------------------------------
1.26 GAMING
     Sun International Hotels Ltd(a)      400,000      16,000,000
- --------------------------------------------------------------------------------
3.96 HEALTH CARE DRUGS -- PHARMACEUTICALS
     ALZA Corp(a)                         355,000      16,995,625
     Elan Corp PLC Sponsored
      ADR Representing
      Ord Shrs(a)                         195,000      13,662,188
     Watson Pharmaceuticals               355,500      19,774,688
- --------------------------------------------------------------------------------
                                                       50,432,501
- --------------------------------------------------------------------------------
4.46 HEALTH CARE RELATED
     Allegiance Corp                      450,000      16,734,375
     Becton Dickinson                     285,000      12,005,625
     Sofamor/Danek Group(a)               276,100      28,058,662
- --------------------------------------------------------------------------------
                                                       56,798,662
- --------------------------------------------------------------------------------
0.14 HOUSEHOLD FURNITURE & APPLIANCES
     Furniture Brands International(a)     84,800       1,823,200
- --------------------------------------------------------------------------------
0.98 HOUSEHOLD PRODUCTS
     Clorox Co                            114,000      12,454,500
- --------------------------------------------------------------------------------
4.49 INSURANCE
     AFLAC Inc                            400,000      15,250,000
     Hartford Life                        124,940       5,778,475
     Nationwide Financial Services
      Class A                             122,325       5,076,487
     Provident Cos                        197,500       5,739,844
     Torchmark Corp                       344,000      15,050,000
     UNUM Corp                            230,000      10,220,625
- --------------------------------------------------------------------------------
                                                       57,115,431
- --------------------------------------------------------------------------------
2.45 INVESTMENT BANK/BROKER FIRM
     Legg Mason                           536,400      14,248,125
     Price (T Rowe) Associates            475,000      16,892,187
- --------------------------------------------------------------------------------
                                                       31,140,312

<PAGE>

- --------------------------------------------------------------------------------
1.13 LEISURE TIME
     International Game Technology        350,000       7,896,875
     Royal Caribbean Cruises Ltd          235,000       6,550,625
- --------------------------------------------------------------------------------
                                                       14,447,500
- --------------------------------------------------------------------------------
0.65 OFFICE EQUIPMENT & SUPPLIES
     Avery Dennison                       200,000       8,287,500
- --------------------------------------------------------------------------------
2.44 OIL & GAS RELATED
     Coflexip SA Sponsored ADR
      Representing 1/2 Ord Shr             73,000       3,513,125
     Cooper Cameron(a)                    113,300       3,937,175
     Global Industries Ltd(a)             250,000       2,406,250
     Kerr-McGee Corp                      114,625       4,570,672
     Oryx Energy(a)                       330,000       4,620,000
     Vastar Resources                     150,000       7,171,875
     Weatherford International(a)         180,000       4,893,750
- --------------------------------------------------------------------------------
                                                       31,112,847
- --------------------------------------------------------------------------------
0.82 PERSONAL CARE
     Estee Lauder Class A                 160,000      10,490,000
- --------------------------------------------------------------------------------
0.54 PHOTOGRAPHY & IMAGING
     Gemstar International
      Group Ltd(a)                        125,000       6,828,125
- --------------------------------------------------------------------------------
0.45 PUBLISHING
     Tribune Co                           100,000       5,762,500
- --------------------------------------------------------------------------------
1.24 RAILROADS
     Kansas City Southern
      Industries                          409,000      15,797,625
- --------------------------------------------------------------------------------
6.67 RETAIL
     Abercrombie & Fitch
      Class A(a)                          288,000      11,430,000
     Amazon.Com Inc(a)                     60,000       7,586,250
     Cash America International           568,000       7,100,000
     Costco Cos(a)                        100,000       5,675,000
     Family Dollar Stores                 432,500       7,839,062
- --------------------------------------------------------------------------------
     Koninklijke Ahold NV
      Sponsored ADR
      Representing Ord Shrs               300,000      10,031,250
     Meyer (Fred) Inc(a)                  316,200      16,857,412
     Tandy Corp                           371,700      18,422,381
- --------------------------------------------------------------------------------
                                                       84,941,355
- --------------------------------------------------------------------------------
13.58 SERVICES
     America Online(a)                    224,000      28,462,000
     AXENT Technologies(a)                600,000      15,075,000
     Block (H & R) Inc                    200,000       8,962,500
     Ceridian Corp(a)                     290,000      16,638,750
     CIBER Inc(a)                         339,500       6,662,687
     IMS Health                           185,000      12,302,500

<PAGE>

     Omnicom Group                        360,000      17,797,500
     Paychex Inc                          315,000      15,671,250
     Robert Half International(a)         375,000      15,046,875
     Snyder Communications(a)             200,000       7,137,500
     Sterling Commerce(a)                 385,000      13,571,250
     VERITAS Software(a)                   90,000       4,511,250
     WPP Group PLC(a)                   2,230,000      11,091,706
- --------------------------------------------------------------------------------
                                                      172,930,768
- --------------------------------------------------------------------------------
0.74 TELECOMMUNICATIONS -- CELLULAR
      & WIRELESS
     Western Wireless Class A(a)          465,000       9,416,250
- --------------------------------------------------------------------------------
3.47 TELECOMMUNICATIONS -- LONG DISTANCE
     Level 3 Communications(a)            153,200       4,988,575
     Pacific Gateway Exchange(a)          466,100      13,458,638
     Qwest Communications
      International(a)                    340,000      13,302,500
     Yahoo! Inc(a)                         95,000      12,430,159
- --------------------------------------------------------------------------------
                                                       44,179,872
- --------------------------------------------------------------------------------
2.82 TELEPHONE
     Century Telephone Enterprises        247,500      14,061,094
     COLT Telecom Group PLC
      Sponsored ADR
      Representing 4 Ord Shrs(a)          350,000      17,981,250
     NEXTLINK Communications
      Class A(a)                          150,000       3,843,750
- --------------------------------------------------------------------------------
                                                       35,886,094
- --------------------------------------------------------------------------------
0.58 TEXTILE -- APPAREL MANUFACTURING
     Polo Ralph Lauren(a)                 163,300       3,398,681
     Warnaco Group Class A                156,000       3,987,750
- --------------------------------------------------------------------------------
                                                        7,386,431
- --------------------------------------------------------------------------------
0.56 TOYS
     Hasbro Inc                           202,700       7,107,169
- --------------------------------------------------------------------------------
     TOTAL COMMON STOCKS
      (Cost $1,029,594,284)                        $1,151,407,282
- --------------------------------------------------------------------------------
0.76 PREFERRED STOCKS
0.76 AUTOMOBILES
     Porsche AG Non-Voting Pfd
      (Cost $10,864,437)                    5,500       9,730,105
- --------------------------------------------------------------------------------
8.80 SHORT-TERM INVESTMENTS --              
      COMMERCIAL PAPER
2.48 CONSUMER FINANCE
     American Express Credit
      5.350%, 11/3/1998              $ 31,551,000      31,551,000
- --------------------------------------------------------------------------------
3.14 FINANCIAL
     Associates Corp of
      North America
      5.680%, 11/2/1998              $ 40,000,000      40,000,000

<PAGE>

- --------------------------------------------------------------------------------
3.18 INSURANCE
     CIGNA Corp
      5.410%, 11/4/1998              $ 40,523,000      40,523,000
- --------------------------------------------------------------------------------
     TOTAL SHORT-TERM INVESTMENTS
      (Cost $112,074,000)                             112,074,000
- --------------------------------------------------------------------------------
100.00      TOTAL INVESTMENT SECURITIES AT VALUE
     (Cost $1,152,532,721)
     (Cost for Income Tax Purposes
     $1,159,230,330)                              $ 1,273,211,387
================================================================================

Endeavor Fund
42.61 COMMON STOCKS
1.76 BANKS
     BankAmerica Corp                      5,200          298,675
     US Bancorp                            8,100          295,650
- --------------------------------------------------------------------------------
                                                          594,325
- --------------------------------------------------------------------------------
2.11 BEVERAGES
     PepsiCo Inc                          21,100          712,125
- --------------------------------------------------------------------------------
0.85 CABLE
     TCA Cable TV                         10,400          287,950
- --------------------------------------------------------------------------------
0.89 COMMUNICATIONS -- EQUIPMENT &
       MANUFACTURING
     Comverse Technology(a)                6,500          299,000
- --------------------------------------------------------------------------------
6.90 COMPUTER RELATED
     Dell Computer(a)                      4,400          288,750
     Edwards (J D) & Co(a)                 9,600          314,400
     International Business Machines       2,900          430,469
     Intuit Inc(a)                         3,000          151,500
     Mercury Interactive(a)                3,500          145,250
     Microsoft Corp(a)                     6,700          709,362
     USWeb Corp(a)                         9,700          139,438
     Wind River Systems(a)                 3,400          148,963
- --------------------------------------------------------------------------------
                                                        2,328,132
- --------------------------------------------------------------------------------
0.43 ELECTRONICS
     Level One Communications(a)           5,500          144,719
- --------------------------------------------------------------------------------
3.88 ELECTRONICS -- SEMICONDUCTOR
     Altera Corp(a)                        6,900          287,212
     Applied Micro Circuits(a)             6,100          146,400
     Photronics Inc(a)                     6,600          143,962
     SIPEX Corp(a)                         5,200          144,300
     Texas Instruments                     9,200          588,225
- --------------------------------------------------------------------------------
                                                        1,310,099

<PAGE>

- --------------------------------------------------------------------------------
1.29 ENTERTAINMENT
     Time Warner                           4,700          436,219
- --------------------------------------------------------------------------------
2.37 FINANCIAL
     Citigroup Inc                        10,400          489,450
     Providian Financial                   3,900          309,563
- --------------------------------------------------------------------------------
                                                          799,013
- --------------------------------------------------------------------------------
0.85 GAMING
     Sun International Hotels Ltd(a)       7,200          288,000
- --------------------------------------------------------------------------------
5.16 HEALTH CARE DRUGS -- PHARMACEUTICALS
     Lilly (Eli) & Co                      7,300          590,844
     Merck & Co                            4,300          581,575
     Pfizer Inc                            5,300          568,756
- --------------------------------------------------------------------------------
                                                        1,741,175
- --------------------------------------------------------------------------------
1.76 HEALTH CARE RELATED
     Allegiance Corp                       4,000          148,750
     Sofamor/Danek Group(a)                4,400          447,150
- --------------------------------------------------------------------------------
                                                          595,900
- --------------------------------------------------------------------------------
0.86 INVESTMENT BANK/BROKER FIRM
     Legg Mason                           10,900          289,531
- --------------------------------------------------------------------------------
0.42 MANUFACTURING
     Tyco International Ltd                2,300          142,456
- --------------------------------------------------------------------------------
0.44 PERSONAL CARE
     Gillette Co                           3,300          148,294
- --------------------------------------------------------------------------------
0.91 POLLUTION CONTROL
     Waste Management                      6,800          306,850
- --------------------------------------------------------------------------------
0.86 RETAIL
     Home Depot                            6,700          291,450
- --------------------------------------------------------------------------------
4.79 SERVICES
     America Online(a)                     5,700          724,256
     AXENT Technologies(a)                 6,200          155,775
     Ceridian Corp(a)                      5,200          298,350
     Robert Half International(a)         10,900          437,363
- --------------------------------------------------------------------------------
                                                        1,615,744
- --------------------------------------------------------------------------------
0.88 TELECOMMUNICATIONS -- LONG DISTANCE
     Lycos Inc(a)                          7,300          296,562
- --------------------------------------------------------------------------------
3.55 TELEPHONE
     COLT Telecom Group PLC
      Sponsored ADR
      Representing 4 Ord Shrs(a)           5,900          303,113
     MetroNet Communications
      Class B Non-Voting Shrs(a)          13,400          308,200
     SBC Communications                   12,700          588,169
- --------------------------------------------------------------------------------
                                                        1,199,482
- --------------------------------------------------------------------------------

<PAGE>

1.65 TOBACCO
     Philip Morris                        10,900          557,262
- --------------------------------------------------------------------------------
     TOTAL COMMON STOCKS
      (Cost $14,018,617)                               14,384,288
- --------------------------------------------------------------------------------
1.05 PREFERRED STOCKS
1.05 AUTOMOBILES
     Porsche AG Non-Voting Pfd
      (Cost $353,646)                        200          353,822
- --------------------------------------------------------------------------------
56.34 SHORT-TERM INVESTMENTS --
      REPURCHASE AGREEMENTS
     Repurchase  Agreement  with 
     State Street dated  10/30/1998 
     due 11/2/1998 at 5.350%,  
     repurchased at $19,025,478  
     (Collateralized  by US 
     Treasury Bonds due 
     5/15/2017 at 8.750%, 
     value $19,361,065)
     (Cost $19,017,000)               19,017,000       19,017,000
- --------------------------------------------------------------------------------
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
     (Cost $33,389,263)(b)                             33,755,110
================================================================================

Growth and Income Fund
97.10 COMMON STOCKS
0.98 AUTOMOBILES
     Ford Motor                            5,050          273,963
- --------------------------------------------------------------------------------
1.48 BANKS
     State Street                          3,335          208,021
     US Bancorp                            5,690          207,685
- --------------------------------------------------------------------------------
                                                          415,706
- --------------------------------------------------------------------------------
3.85 BEVERAGES
     Coca-Cola Co                         12,100          818,262
     PepsiCo Inc                           7,700          259,875
- --------------------------------------------------------------------------------
                                                        1,078,137
- --------------------------------------------------------------------------------
1.34 CHEMICALS
     du Pont (E I) de Nemours              6,540          376,050
- --------------------------------------------------------------------------------
2.03 COMMUNICATIONS -- EQUIPMENT &
      MANUFACTURING
     Lucent Technologies                    7,100         569,331
- --------------------------------------------------------------------------------
10.99 COMPUTER RELATED
     Cisco Systems(a)                       5,400         340,200
     Compaq Computer                        9,490         300,121
     Dell Computer(a)                       8,375         549,609
     International Business Machines        3,800         564,063
     Microsoft Corp(a)                      9,800       1,037,575
     Oracle Corp(a)                         9,750         288,234
- --------------------------------------------------------------------------------
                                                        3,079,802
- --------------------------------------------------------------------------------

<PAGE>

0.88 CONSUMER FINANCE
     American Express                       2,800         247,450
- --------------------------------------------------------------------------------
3.84 ELECTRICAL EQUIPMENT
     General Electric                      12,300       1,076,250
- --------------------------------------------------------------------------------
2.72 ELECTRONICS -- SEMICONDUCTOR
     Altera Corp(a)                         5,135         213,744
     Intel Corp                             6,150         548,503
- --------------------------------------------------------------------------------
                                                          762,247
- --------------------------------------------------------------------------------
3.73 ENTERTAINMENT
     Disney (Walt) Co                      32,600         878,163
     Time Warner                            1,800         167,063
- --------------------------------------------------------------------------------
                                                        1,045,226
- --------------------------------------------------------------------------------
8.52 FINANCIAL
     Associates First Capital Class A       3,700         260,850
     Citigroup Inc                         27,320       1,285,748
     Fannie Mae                            11,850         839,128
- --------------------------------------------------------------------------------
                                                        2,385,726
- --------------------------------------------------------------------------------
19.22 HEALTH CARE DRUGS -- PHARMACEUTICALS
     Bristol-Myers Squibb                   8,650         956,366
     Johnson & Johnson                     10,900         888,350
     Lilly (Eli) & Co                      12,000         971,250
     Merck & Co                             6,650         899,412
     Pfizer Inc                            10,450       1,121,416
     Schering-Plough Corp                   2,650         272,619
     Warner-Lambert Co                      3,500         274,313
- --------------------------------------------------------------------------------
                                                        5,383,726
- --------------------------------------------------------------------------------
4.13 HOUSEHOLD PRODUCTS
     Colgate-Palmolive Co                   3,000         265,125
     Procter & Gamble                      10,050         893,194
- --------------------------------------------------------------------------------
                                                        1,158,319
- --------------------------------------------------------------------------------
2.69 INSURANCE
     American International Group           8,825         752,331
- --------------------------------------------------------------------------------
1.03 MANUFACTURING
     Tyco International Ltd                 4,650         288,009
- --------------------------------------------------------------------------------
8.23 OIL & GAS RELATED
     Chevron Corp                           8,900         725,350
     Conoco Inc Class A(a)                 24,255         603,343
     Exxon Corp                            10,150         723,187
     Schlumberger Ltd                       4,850         254,625
- --------------------------------------------------------------------------------
                                                        2,306,505
- --------------------------------------------------------------------------------
0.93 PERSONAL CARE
     Gillette Co                            5,800         260,638
- --------------------------------------------------------------------------------
6.59 RETAIL
     CVS Corp                               5,550         253,566
     Dayton Hudson                          6,000         254,250
     Home Depot                             6,050         263,175
     Safeway Inc(a)                         5,750         274,922

<PAGE>

     Wal-Mart Stores                       11,600         800,400
- --------------------------------------------------------------------------------
                                                        1,846,313
- --------------------------------------------------------------------------------
3.47 TELECOMMUNCIATIONS -- LONG DISTANCE
     AT&T Corp                             15,600         971,100
- --------------------------------------------------------------------------------
7.26 TELEPHONE
     Bell Atlantic                         19,100       1,014,687
     SBC Communications                    22,000       1,018,875
- --------------------------------------------------------------------------------
                                                        2,033,562
- --------------------------------------------------------------------------------
3.19 TOBACCO
     Philip Morris                         17,500         894,687
- --------------------------------------------------------------------------------
     TOTAL COMMON STOCKS
      (Cost $26,233,017)                               27,205,078
- --------------------------------------------------------------------------------
0.48 PREFERRED STOCKS
0.48 COMPUTER RELATED
     SAP AG Sponsored ADR
      Representing 1/12 Pfd Shr
      (Cost $176,628)                      3,180          134,156
- --------------------------------------------------------------------------------
2.42 SHORT-TERM INVESTMENTS --
      REPURCHASE AGREEMENTS
     Repurchase  Agreement  with 
       State Street dated  10/30/1998 
       due 11/2/1998 at 5.350%,  
       repurchased at $679,303  
       (Collateralized by US 
       Treasury Bonds due
       5/15/2017 at 8.750%, 
       value $697,798)
      (Cost $679,000)                    679,000          679,000
- --------------------------------------------------------------------------------
100.00      TOTAL INVESTMENT SECURITIES AT VALUE
     (Cost $27,088,645)
     (Cost for Income Tax Purposes
     $27,201,015)                                      28,018,234
================================================================================

(a)   Security is non-income producing.
(b)   Also represents cost for income tax purposes.

See Notes to Financial Statements





<PAGE>
                                      
Statement of Assets and Liabilities
October 31, 1998
UNAUDITED
<TABLE>
<CAPTION>
                                                                                Growth and
                                                Dynamics        Endeavor            Income
                                                    Fund            Fund              Fund
- --------------------------------------------------------------------------------------------
<S>                                       <C>             <C>                <C>    
ASSETS
Investment Securities:
  At Cost(a)                              $1,152,532,721 $    33,389,263     $  27,088,645
============================================================================================
  At Value(a)                             $1,273,211,387 $    33,755,110     $  28,018,234
Cash                                           2,607,903               0                51
Receivables:
  Investment Securities Sold                  26,481,854               0           370,052
  Fund Shares Sold                            10,154,565       3,615,306         1,191,907
  Dividends and Interest                         372,727           5,652            31,431
Prepaid Expenses and Other Asset                 128,693               0            80,224
- --------------------------------------------------------------------------------------------
TOTAL ASSETS                               1,312,957,129      37,376,068        29,691,899
- --------------------------------------------------------------------------------------------
LIABILITIES
Payables:  
  Custodian                                            0       3,930,006                 0
  Investment Securities Purchased             44,275,740      14,371,078           632,243
  Fund Shares Repurchased                      8,649,848          38,225           627,120
Depreciation on Forward Foreign Currency Contracts     0           1,185                 0
Accrued Distribution Expenses                    237,605             197             5,077
Accrued Expenses and Other Payables               42,476             576             2,824
- --------------------------------------------------------------------------------------------
TOTAL LIABILITIES                             53,205,669      18,341,267         1,267,264
- --------------------------------------------------------------------------------------------
Net Assets at Value                       $1,259,751,460 $    19,034,801     $  28,424,635
============================================================================================
NET ASSETS
Paid-in Capital(b)                        $1,081,204,325 $    18,662,386     $  25,761,356
Accumulated Undistributed Net Investment 
  Income (Loss)                               (2,676,796)          6,568            14,839
Accumulated Undistributed Net Realized Gain on Investment
  Securities and Foreign Currency 
  Transactions                                60,545,828               0         1,718,851
Net Appreciation of Investment Securities and Foreign
  Currency Transactions                      120,678,103         365,847           929,589
- -------------------------------------------------------------------------------------------
Net Assets at Value                       $1,259,751,460 $    19,034,801     $  28,424,635
===========================================================================================
Shares Outstanding                            88,723,371       1,859,364         2,403,046
Net Asset Value, Offering and Redemption 
  Price per Share                         $        14.20 $         10.24     $       11.83
===========================================================================================
</TABLE>

(a)  Investment  securities  at cost  and  value at  October  31,  1998  include
     repurchase  agreements of $19,017,000  and $679,000 for Endeavor and Growth
     and Income Funds, respectively.

(b)  The Fund has 450 million  authorized  shares of common stock,  par value of
     $0.01 per  share.  Of such  shares,  200  million  have been  allocated  to
     Dynamics  Fund,  100 million have been  allocated to Endeavor  Fund and 150
     million have been allocated to Growth and Income Fund.

See Notes to Financial Statements



<PAGE>

Statement of Operations
Period Ended October 31, 1998 (Note 1)
UNAUDITED

                                                                    Growth and
                                           Dynamics      Endeavor       Income
                                               Fund          Fund         Fund
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
Dividends                                $2,472,483     $       0    $  77,448
Interest                                  1,530,128         7,449       24,826
  Foreign Taxes Withheld                    (25,019)            0         (527)
- --------------------------------------------------------------------------------
  TOTAL INCOME                            3,977,592         7,449      101,747
- --------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                  3,477,548           591       43,078
Distribution Expenses                     1,606,445           197       14,359
Transfer Agent Fees                       1,210,293             0       12,407
Administrative Fees                         101,387            93        4,195
Custodian Fees and Expenses                 126,413             0        6,093
Directors' Fees and Expenses                 30,363             0          705
Professional Fees and Expenses               30,540             0        8,785
Registration Fees and Expenses               73,500             0       19,229
Reports to Shareholders                      61,372             0          639
Other Expenses                               16,309             0          254
- --------------------------------------------------------------------------------
  TOTAL EXPENSES                          6,734,170           881      109,744
  Fees and Expenses Absorbed by 
    Investment Adviser                            0             0      (19,929)
  Fees and Expenses Paid Indirectly        (117,781)            0       (2,907)
- --------------------------------------------------------------------------------
     NET EXPENSES                         6,616,389           881       86,908
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)             (2,638,797)        6,568       14,839
- --------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENT SECURITIES
Net Realized Gain (Loss) on:
  Investment Securities                 (53,089,893)            0    1,718,851
  Foreign Currency Transactions             (66,304)            0            0
- --------------------------------------------------------------------------------
     Total Net Realized Gain (Loss)     (53,156,197)            0    1,718,851
- --------------------------------------------------------------------------------
Change in Net Appreciation (Depreciation) of:
  Investment Securities                (133,494,296)      367,032      929,589
  Foreign Currency Transactions             884,291        (1,185)           0
- --------------------------------------------------------------------------------
     Total Net Appreciation 
       (Depreciation)                  (132,610,005)      365,847      929,589
- --------------------------------------------------------------------------------
NET GAIN (LOSS) ON INVESTMENT SECURITIES AND
  FOREIGN CURRENCY TRANSACTIONS        (185,766,202)      365,847    2,648,440
- --------------------------------------------------------------------------------
Net Increase (Decrease) in Net Assets 
  from Operations                     $(188,404,999) $    372,415   $2,663,279
================================================================================

See Notes to Financial Statements



<PAGE>

Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                    Growth and
                                                    Dynamics             Endeavor       Income
                                                      Fund                   Fund         Fund
                                          Six Months           Year        Period       Period
                                               Ended          Ended         Ended        Ended
                                          October 31       April 30    October 31   October 31
- ----------------------------------------------------------------------------------------------
                                                1998           1998          1998         1998
<S>                                       <C>             <C>          <C>         <C>
                                                                         (Note 1)     (Note 1)
                                           UNAUDITED                    UNAUDITED    UNAUDITED
  OPERATIONS
Net Investment Income (Loss)             $(2,638,797)    $(4,623,573)  $    6,568  $    14,839
Net Realized Gain (Loss) on Investment
  Securities and Foreign Currency
  Transactions                           (53,156,197)    220,083,978            0    1,718,851
Change in Net Appreciation (Depreciation)
  of Investment Securities and Foreign
  Currency Transactions                 (132,610,005)    236,377,288      365,847      929,589
- ----------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
  ASSETS FROM OPERATIONS                (188,404,999)    451,837,693      372,415    2,663,279
DISTRIBUTIONS TO SHAREHOLDERS
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions                0    (133,519,730)           0            0
- ----------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares            855,988,867   1,320,495,638   18,716,823   38,824,333
Reinvestment of Distributions                      0     130,727,993            0            0
- ----------------------------------------------------------------------------------------------
                                         855,988,867   1,451,223,631   18,716,823   38,824,333
Amounts Paid for Repurchases of Shares  (748,131,252) (1,191,638,369)     (54,437) (13,312,977)
- ----------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
  FROM FUND SHARE TRANSACTIONS           107,857,615     259,585,262   18,662,386   25,511,356
- ----------------------------------------------------------------------------------------------
Total Increase (Decrease) in Net Assets  (80,547,384)    577,903,225   19,034,801   28,174,635
NET ASSETS
Initial Subscription (Note 1)                      0               0            0      250,000
Beginning of Period                    1,340,298,844     762,395,619            0            0
- ----------------------------------------------------------------------------------------------
End of Period                         $1,259,751,460 $ 1,340,298,844  $19,034,801  $28,424,635
==============================================================================================

Accumulated Undistributed Net
  Investment Income (Loss) Included
  in Net Assets at End of Period   $      (2,676,796)  $     (37,999)  $    6,568 $     14,839

- ----------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Initial Subscription (Note 1)                      0               0            0       25,000
Shares Sold                               57,045,159      88,367,135    1,864,689    3,600,203
Shares Issued from Reinvestment of Distributions   0       9,785,039            0            0
- ----------------------------------------------------------------------------------------------
                                          57,045,159      98,152,174    1,864,689    3,625,203
Shares Repurchased                       (50,018,216)    (79,868,425)      (5,325)  (1,222,157)
- ----------------------------------------------------------------------------------------------
Net Increase in Fund Shares                7,026,943      18,283,749    1,859,364    2,403,046
==============================================================================================
</TABLE>

See Notes to Financial Statements



<PAGE>


Notes to Financial Statements
UNAUDITED

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. INVESCO Stock Funds,
Inc.  (formerly known as INVESCO Equity Funds, Inc. which were formerly known as
INVESCO  Capital  Appreciation  Funds,  Inc.) (the  "Fund") is  incorporated  in
Maryland and presently consists of three seperate Funds: Dynamics Fund, Endeavor
Fund and Growth and Income Fund.  The  investment  objectives of each Fund is to
seek  appreciation  of capital.  Endeavor and Growth and Income Funds  commenced
investment  operations on October 28, 1998 and July 1, 1998,  respectively.  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.

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
   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.  Income and  expenses on foreign
   securities are translated into U.S.  dollars at rates of exchange  prevailing
   when accrued.  Cost is determined on the specific  identification  basis. The
   

<PAGE>
   cost of foreign  securities is translated into U.S. dollars at the rates of
   exchange  prevailing when such  securities are acquired.  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.
      To the extent future capital gains are offset by capital loss  carryovers,
   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.
      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 differing
   treatments  for foreign  currency  transactions,  nontaxable  dividends,  net
   operating losses and expired capital loss carryforwards.

F. FORWARD FOREIGN CURRENCY  CONTRACTS-- The Fund enters into short-term forward
   foreign currecy  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.  Any realized gain or loss incurred by the Fund upon the sale of
   securities is included in the Statement of Operations.

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  agreeement  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. Similarly, Custodian Fees and
   Expenses  for  Dynamics  Fund 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.  Fees and Expenses Paid Indirectly
   were insignificant for Endeavor Fund.


<PAGE>
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.  For Dynamics  Fund, 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.  For Endeavor and Growth
and  Income  Funds the fee is based on the annual  rate of 0.75% of each  Fund's
average net assets.
   A plan of  distribution  pursuant  to Rule  12b-1  of the  Act  provides  for
compensation of marketing and advertising  expenditures to INVESCO Distributors,
Inc.  ("IDI" or the  "Distributor"),  a wholly  owned  subsidiary  of IFG,  to a
maximum of 0.25% of annual average net assets.  For the period ended October 31,
1998,  Dynamics,  Endeavor  and  Growth and  Income  Funds paid the  Distributor
$1,638,531, $0 and $9,283, respectively, under the plan of distribution.
   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.
   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 has voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses incurred by Growth and Income Fund.

NOTE 3 -- PURCHASES  AND SALES OF INVESTMENT  SECURITIES.  For the period  ended
October 31, 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:

Fund                                                   Purchases          Sales
- --------------------------------------------------------------------------------
Dynamics Fund                                       $931,926,699   $886,842,749
Endeavor Fund                                         14,372,263              0
Growth and Income Fund                                33,234,705      8,543,911

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

NOTE  4 -- APPRECIATION  AND  DEPRECIATION.  At  October  31,  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 in net appreciation  (depreciation) by Fund were as
follows:


                                             Gross          Gross           Net
Fund                                  Appreciation   Depreciation  Appreciation
- --------------------------------------------------------------------------------
Dynamics Fund                         $159,621,619    $45,640,562   $113,981,057
Endeavor Fund                              380,036         14,189        365,847
Growth and Income Fund                   1,528,745        711,526        817,219


<PAGE>
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 defined benefit 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 were based on an annual rate equal to 40% of the retainer fee at
the time of retirement.  As of July 1, 1998 benefits are based on an annual rate
of 50% of the sum of the retainer fee at the time of retirement  plus the annual
meeting fee.
   The independent  directors have contributed to a deferred  compesnation plan,
pursuant to which they have  deferred  receipt of a portion of the  compensation
which they would  otherwise  have been paid as  directors  of  selected  INVESCO
Funds.  The  deferred  amounts  are being  invested  in the shares of all of the
INVESCO and Treasurer's Series Trust Funds.
   Pension expenses for the Dynamics Fund for six months ended October 31, 1998,
included in Directors'  Fees and Expenses in the  Statement of  Operations  were
$7,750.  Unfunded  accrued  pension  costs of $11,095 and pension  liability  of
$56,832 are included in Prepaid Expenses and Accrued Expenses,  respectively, in
the Statement of Assets and Liabilities for Dynamics Fund.
   Pension expenses, unfunded accrued pension costs and pension liabilities were
insignificant  for the period ended October 31, 1998 for Endeavor and Growth and
Income Funds.

NOTE 6 --LINE OF CREDIT. Dynamics 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 October
31, 1998, there were no such borrowings.



<PAGE>
Financial Highlights
  -- Dynamics Fund
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                              Six Months
                                                   Ended
                                              October 31            Year Ended April 30
- -----------------------------------------------------------------------------------------------------
                                                    1998     1998     1997     1996     1995     1994
<S>                                               <C>      <C>      <C>      <C>      <C>     <C>
                                               UNAUDITED
PER SHARE DATA

Net Asset Value -- Beginning of Period            $16.41   $12.02   $13.61   $11.38   $ 10.15 $ 10.89
- -----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
  OPERATIONS
Net Investment Income (Loss)                       (0.03)   (0.05)   (0.04)    0.02      0.03   (0.02)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                   (2.18)    6.39    (0.19)    3.94      1.34    1.99
- -----------------------------------------------------------------------------------------------------
Total from Investment Operations                   (2.21)    6.34    (0.23)    3.96      1.37    1.97
- -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income(a)             0.00     0.00     0.00     0.02      0.03    0.00
Distributions from Capital Gains                    0.00     1.95     1.36     1.71      0.11    2.71
- -----------------------------------------------------------------------------------------------------
Total Distributions                                 0.00     1.95     1.36     1.73      0.14    2.71
Net Asset Value -- End of Period               $   14.20   $16.41   $12.02   $13.61   $ 11.38 $ 10.15
- -----------------------------------------------------------------------------------------------------
TOTAL RETURN                                  (13.47%)(b)  56.42%   (2.34%)  36.32%    13.57%  17.86%


RATIOS
Net Assets -- End of Period ($000 Omitted)   $ 1,259,751 $1,340,299 $762,396 $778,416 $421,600 $287,293
Ratio of Expenses to Average Net Assets      0.53%(b)(c)   1.08%(c) 1.16%(c) 1.14%(c) 1.20%(d)    1.17%
Ratio of Net Investment Income (Loss)
  to Average Net Assets                       (0.21%)(b)    (0.43%)  (0.31%)    0.16% 0.33%(d)  (0.37%)
Portfolio Turnover Rate                           73%(b)       178%     204%     196%     176%     169%
</TABLE>

(a)  Distributions  in excess of net investment  income for the year ended April
     30, 1996, aggregated less than $0.01 on a per share basis.
(b)  Based  on  operations  for  the  period  shown  and,  accordingly,  are not
     representative of a full year.
(c)  Ratio is based on Total  Expenses of the Fund,  which is before any expense
     offset arrangements.
(d)  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%.




<PAGE>
Financial Highlights (Continued)
   -- Endeavor Fund
(For a Fund Share Outstanding Throughout the Period)

                                                               Period
                                                                Ended
                                                              October 31
- --------------------------------------------------------------------------------
                                                               1998(a)
                                                              UNAUDITED


PER SHARE DATA
Net Asset Value -- Beginning of Period                        $ 10.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                            0.00
Net Gains on Securities (Both Realized and Unrealized)           0.24
- --------------------------------------------------------------------------------
Total from Investment Operations                                 0.24
Net Asset Value -- End of Period                             $  10.24
================================================================================

TOTAL RETURN                                                    2.40%  (b)

RATIOS
Net Assets -- End of Period ($000 Omitted)                    $19,035
Ratio of Expenses to Average Net Assets                         0.01%  (b)
Ratio of Net Investment Income to Average Net Assets            0.07%  (b)
Portfolio Turnover Rate                                            0%  (b)


(a)  From October 28, 1998, commencement of operations, to October 31, 1998. 
(b)  Based  on  operations  for  the  period  shown  and,  accordingly,  are not
     representative of a full year.


<PAGE>
Financial Highlights (Continued)
   -- Growth and Income Fund
(For a Fund Share Outstanding Throughout the Period)

                                                                Period
                                                                 Ended
                                                              October 31
- --------------------------------------------------------------------------------
                                                                1998(a)

PER SHARE DATA
Net Asset Value -- Beginning of Period                         $ 10.00

- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                             0.01
Net Gains on Securities (Both Realized and Unrealized)            1.82
- --------------------------------------------------------------------------------
Total from Investment Operations                                  1.83

Net Asset Value -- End of Period                               $ 11.83
================================================================================

TOTAL RETURN                                                     18.30%  (b)

RATIOS
Net Assets -- End of Period ($000 Omitted)                     $28,425
Ratio of Expenses to Average Net Assets(c)(d)                     0.52%  (b)
Ratio of Net Investment Income to Average Net Assets(d)           0.09%  (b)
Portfolio Turnover Rate                                             44%  (b)

(a)  From July 1, 1998,  commencement of investment  operations,  to October 31,
     1998.

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

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

(d)  Various  expenses  of the Fund  were  voluntarily  absorbed  by IFG for the
     period ended October 31, 1998.  If such  expenses had not been  voluntarily
     absorbed,  ratio of expenses  to average  net assets  would have been 0.64%
     (not annualized) and the ratio of net investment loss to average net assets
     would have been (0.03%)(not annualized).

<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 time 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 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.

         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.

          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.
Start building for your future today.


<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 __ Savings Account
Bank Account Number

- ----------------------------------------------------------------------------
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.

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.

<PAGE>

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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