INVESCO STOCK FUNDS INC
N-30D, 1999-06-23
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KNOWLEDGE * DISCIPLINE * SERVICE * CHOICE
- ----------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS(TM)
- ----------------------------------------------

INVESCO STOCK FUNDS

DYNAMICS
INVESCO ENDEAVOR
GROWTH & INCOME















                                [INVESCO ICON]

                                    INVESCO

ANNUAL REPORT / April 30, 1999

<PAGE>
"OUR  GOAL  GOING  FORWARD  WILL BE TO STAY  TRUE TO OUR  NAME BY  ALLOWING  OUR
SHAREHOLDERS TO PARTICIPATE IN THE MOST DYNAMIC  INDUSTRIES,  WHILE STAYING TRUE
TO OUR GROWTH DISCIPLINE, WHICH FOCUSES ONLY ON REAL RESULTS." (PAGE 4)

"OUR PLAN WAS TO CREATE A FUND USING THE BEST IDEAS OF THE INVESCO  GROWTH TEAM,
AND WE ARE PLEASED THAT THE PROCESS APPEARS TO BE WORKING." (PAGE 5)

Graph:
         This  line  graph  represents  a  comparison  of the value of a $10,000
         investment  in the  INVESCO  Dynamics Fund to the value  of a  $10,000
         investment  in the S&P MidCap 400 Index,  assuming in each case
         reinvestment of all dividends and capital gain distributions,  for
         the ten year period ended 4/30/99.

Graph:
         This  line  graph  represents  a  comparison  of the value of a $10,000
         investment  in  INVESCO  Endeavor  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  (10/98)  through 4/30/99.

Graph:
         This  line  graph  represents  a  comparison  of 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  (07/98)  through 4/30/99.


                                  TOTAL RETURN,
                              PERIODS ENDED 4/30/99(1)

                         6 months   1 year   5 years*    10 years*   Page number

DYNAMICS                  39.63%    20.83%    23.37%       20.65%         3
         ----------------------------------------------------------------------
INVESCO ENDEAVOR          63.20% (cumulative since inception  10/28/98)   5
GROWTH & INCOME           53.07% (cumulative  since  inception  7/1/98)   6

*Average Annualized

The line graphs  illustrate the value of a $10,000  investment,  plus reinvested
dividends  and  capital  gain  distributions,  for the  10-year  period or since
inception  through  4/30/99.  The chart and other  total  return  figures  cited
reflect the funds'  operating  expenses,  but the index does not have  expenses,
which  would,  of course,  have  lowered  their  performance.  (Of course,  past
performance is not a guarantee of future results.)(1)(2)

<PAGE>
DYNAMICS FUND
Your Fund's Performance: A Report From The Manager
- --------------------------------------------------------------------------------

Dear Shareholder:

The fund has enjoyed very solid  results over the past year. We are pleased
with this  performance on an absolute  basis,  but also on a relative one, as we
avoided the pitfalls  that plagued many funds such as ours that do not invest in
the market's  largest  companies.  While staying true to our "mid-cap"  focus on
companies with market valuations of between roughly $1 and $10 billion,  we were
able to find many  medium-capitalization  growth  companies  that met both their
earnings and growth targets--two  criteria the market has demanded following the
financial turmoil of the summer of 1998.

For the year ended April 30,  1999,  the value of your shares rose  20.83%.
This slightly lagged the return of the large-company  stocks on S&P 500 over the
same period,  which rose 21.83%, but it easily surpassed that of the S&P Mid-Cap
400, which rose 6.43%. (Of course, past performance is not a guarantee of future
results.)(1),(2)

The fund  enjoyed  many of its best  results  in  areas of the  economy  we
consider the proper hunting grounds of a growth-oriented portfolio such as ours.
These  included  technology,  health care,  and financial  services,  as well as
consumer industries such as media,  communications,  recreation,  and retailers.
For each of these growth sectors, we perceive fundamental demographic, cultural,
or other trends channeling a greater  proportion of the nation's wealth to their
products.

Recently,   based  largely  on  an  improving  world  financial  situation,
investors  have begun to broaden  their  focus  away from the  largest,  favored
companies--the new "Nifty Fifty" (or even "Twenty"), as some refer to the group.
Instead,  investors have begun to pay more attention to smaller firms, which had
lagged for some time, and to firms with lower price-to-earnings ratios.

We  are   optimistic   that  this  trend  will  present  a  new  series  of
opportunities  for our fund.  We focus on companies  large enough to have proved
their competitive staying power, yet which promise many years of further growth.
As  investors  become more  comfortable  with the  domestic  and world  economic
situations, they may continue to turn toward these companies.


- --------------------------------------------------------------------------------
FUND MANAGEMENT
TIMOTHY J. MILLER, CFA
SENIOR VICE  PRESIDENT TIM MILLER IS LEAD MANAGER OF INVESCO  DYNAMICS  FUND. HE
ALSO  LEADS  INVESCO'S  GROWTH  INVESTMENT  MANAGEMENT  TEAM.  PRIOR TO  JOINING
INVESCO, TIM WAS ASSOCIATED WITH MISSISSIPPI VALLEY ADVISORS FOR 13 YEARS, WHERE
HE WAS AN ANALYST AND PORTFOLIO  MANAGER.  HE HOLDS A MBA FROM THE UNIVERSITY OF
MISSOURI  (ST.  LOUIS),  A BSBA FROM ST.  LOUIS  UNIVERSITY,  AND IS A CHARTERED
FINANCIAL  ANALYST.

THOMAS R.  WALD,  CFA
VICE  PRESIDENT  TOM WALD  CO-MANAGES  INVESCO  DYNAMICS  FUND.  TOM  BEGAN  HIS
INVESTMENT  CAREER IN 1988. PRIOR TO JOINING  INVESCO,  HE WAS THE SENIOR HEALTH
CARE ANALYST AT MUNDER CAPITAL MANAGEMENT IN BIRMINGHAM,  MICHIGAN.  TOM HOLDS A
MBA FROM THE WHARTON SCHOOL,  UNIVERSITY OF  PENNSYLVANIA,  AND A BA FROM TULANE
UNIVERSITY. HE IS ALSO A CHARTERED FINANCIAL ANALYST.

<PAGE>

Of course,  other scenarios are possible.  Investor sentiment could turn broadly
negative or economic growth might  stagnate.  It is for this reason that we have
attempted to build the portfolio in part around  growing  companies that provide
predictable, consistent earnings. Health care and radio stocks, for example, are
relatively  immune  to  economic  problems,  and we own  leading  firms  in both
industries.

Recently,  much  attention has focused on the idea that the market has entered a
"new  paradigm"  in  which  the old  rules  do not  apply.  We  tend to  differ.
Ultimately, we believe, stock performance is a function of earnings, a rule that
applies  to the  Internet  as much as it does to the energy  industry.  Our goal
going forward will be to stay true to our name by allowing our  shareholders  to
participate  in the most dynamic  industries,  while  staying true to our growth
discipline, which focuses only on real results.


/s/ Timothy J. Miller                        /s/ Thomas R. Wald
- ---------------------                        -------------------
Timothy J. Miller                            Thomas R. Wald
Senior Vice President                        Vice President



<PAGE>

INVESCO ENDEAVOR FUND
Your Fund's Performance: A Report From The Manager
- --------------------------------------------------------------------------------

Dear Shareholder:

We write this first letter to our shareholders with some gratification about our
results,  to be sure, but with a greater degree of  satisfaction  in the process
behind INVESCO Endeavor Fund. Our plan was to create a fund using the best ideas
of the INVESCO Growth Team, and we are pleased that this strategy  appears to be
working. While we are aware that the remarkable returns we have enjoyed over the
past six months are unlikely to be the norm in the future,  we are  confident in
our  strategy  of  investing  across  the  capitalization  spectrum.

Since our  inception at the end of October  1998,  the value of your shares rose
63.20%.  This  dramatically  surpassed  the  return of the S&P 500 over the same
period,  which rose 22.31%.  (Of course,  past performance is not a guarantee of
future results.)(1),(2)

We achieved these returns through no special  alchemy,  but simply through using
INVESCO's growth  discipline in its purest form. Our ability to concentrate this
fund's holdings in our best stock picks  heightened the impact of our successful
investments. In addition, because the scope of our research is particularly wide
in INVESCO  Endeavor  Fund, we get the chance to examine more  companies  before
making our choices.

Another  important  determinant  of our  performance  going  forward will be our
ability to move along the capitalization  spectrum.  Throughout most of the last
six months, investors favored large-capitalization stocks, and we maintained the
majority of our holdings in these companies.  In April, however, the tide turned
somewhat,  and small- and mid-cap  stocks began to perform  better on a relative
basis.  Because we anticipate the  continuation  of this trend, we have adjusted
the portfolio, mainly to increase our exposure to medium-sized growth companies.

While INVESCO  Endeavor is a new fund, we believe it best  represents a blend of
the old and the new in investment management. On the one hand, it is new in that
it targets  aggressive  companies in leading sectors such as technology.  On the
other,  however,  it is managed in a  traditional  manner--seeking  out the best
stocks wherever they may be found.

With an effective process in place, we look forward optimistically.  Although we
should  stress  once more that our  recent  results  are  unlikely  to  continue
indefinitely,  we  believe  ample  opportunity  exists in all  types of  growing
companies.

/s/ Timothy J. Miller
- ---------------------
Timothy J. Miller
Senior Vice President


- --------------------------------------------------------------------------------
FUND MANAGEMENT
TIMOTHY J. MILLER, CFA
SENIOR VICE PRESIDENT TIM MILLER OVERSEES  INVESCO ENDEAVOR FUND. THE FUND DRAWS
ON THE IDEAS OF THE ENTIRE INVESCO GROWTH TEAM,  WHICH TIM ALSO HEADS.  PRIOR TO
JOINING  INVESCO,  TIM WAS ASSOCIATED  WITH  MISSISSIPPI  VALLEY ADVISORS FOR 13
YEARS,  WHERE HE WAS AN ANALYST AND PORTFOLIO  MANAGER.  HE HOLDS A MBA FROM THE
UNIVERSITY OF MISSOURI (ST. LOUIS), A BSBA FROM ST. LOUIS  UNIVERSITY,  AND IS A
CHARTERED FINANCIAL ANALYST.

<PAGE>
GROWTH & INCOME FUND

Your Fund's Performance: A Report From The Manager
- --------------------------------------------------------------------------------

Dear Shareholder:

Since the fund's inception last summer,  the markets have amazed many investment
professionals.  In part,  this has been simply because of the dramatic swings of
the major indexes. Additionally,  however, market veterans have noted investors'
extreme  selectivity,  the way in  which--over  most of this  period--they  have
rewarded  only the firms best  positioned  to profit from new  technologies  and
other favorable conditions.  Over the past six months, we have benefited largely
because of our  holdings in those  market  leaders.

Since our inception at the beginning of July 1998, the value of your shares rose
53.07%.  We are pleased to report this  dramatically  exceeded the return of the
S&P 500 over the same period, which rose 19.12%. (Of course, past performance is
not a guarantee of future results.)(1),(2)

Our challenge  now is to keep open these  avenues of growth while  preparing for
the inevitable changes in market dynamics.  In April, some of these changes were
evident as investors  dramatically  reversed  course and redirected  assets into
so-called  "value"  stocks  with low  price-to-earnings  ratios.  In part,  this
reflected  the  opportunites  many  saw in a  rebounding  world  economy,  which
appeared to boost the demand for producers of commodities, industrial machinery,
and other  goods.  Consequently,  the stocks of many  high-growth,  high-profile
companies suffered.

One approach to dealing with these changes might be to redirect our  investments
toward  value  stocks  in  slower-growing  firms  and  sectors,  or to invest in
companies that are not leaders in their industries. In our analysis, however, we
believe this approach would bring a higher degree of risk than sticking with our
growth discipline.  As April showed,  substantial  profits can be made in buying
companies whose stocks have been bid down excessively--to buy on sale, perhaps.

We have found,  however, that it is much more difficult to time these sales than
it is to  identify  the  longer-term  trends  in the  economy.  We are much more
comfortable,  for example,  in anticipating the growth of broadband  capacity in
the communications sector over the next several years than we are in forecasting
ore prices over the next several months.  Economic and technological  trends are
much more predictable, we believe, than short-term price trends.

Seeking to help limit risk, therefore,  we have chosen a different strategy, one
best  described as a "barbell"  approach.  On one side of the  barbell,  we have
maintained a focus on  high-growth,  higher-risk  companies  in rapidly  growing
industries.  To moderate our risk,  we have  balanced  this  concentration  with
another  on the other side of the  barbell,  one  focused  on  dividend-yielding
stocks in large, established firms. As a result, we have a higher weighting than
other INVESCO growth funds in sectors such as energy and consumer staples.

- --------------------------------------------------------------------------------
FUND MANAGEMENT
TRENT E. MAY, CFA
VICE PRESIDENT TRENT E. MAY IS LEAD MANAGER OF GROWTH & INCOME FUND. HE RECEIVED
A BA FROM THE FLORIDA  INSTITUTE OF TECHNOLOGY AND AN MBA FROM ROLLINS  COLLEGE.
TRENT BEGAN HIS  INVESTMENT  CAREER IN 1991, AND JOINED INVESCO IN 1996. HE IS A
CHARTERED FINANCIAL ANALYST.

<PAGE>

It is impossible to insulate the portfolio entirely from market  downdrafts,  of
course,  while still  maintaining  the opportunity to benefit from the growth of
leading  companies.  Yet we  believe  that in the  months  to come  our  barbell
approach will serve the often-competing interests of growth and stability.

/s/ Trent May                      /s/ Fritz Meyer
- --------------                     ---------------------------
Trent E. May                       Frederick R. "Fritz" Meyer
Vice President                     Vice President









- --------------------------------------------------------------------------------
FUND MANAGEMENT
FREDERICK R. "FRITZ" MEYER
VICE PRESIDENT FRITZ MEYER IS CO-MANAGER FOR INVESCO GROWTH & INCOME FUND. FRITZ
RECEIVED HIS AB FROM DARTMOUTH COLLEGE WITH A DISTINCTION IN ECONOMICS,  AND HIS
MBA FROM AMOS TUCK  SCHOOL-DARTMOUTH  COLLEGE. HE BEGAN HIS INVESTMENT CAREER IN
1979  AND  JOINED  INVESCO  IN 1996.  PRIOR TO  JOINING  INVESCO,  FRITZ  WAS AN
EXECUTIVE  VICE PRESIDENT AND PORTFOLIO  MANAGER WITH NELSON,  BENSON & ZELLMER,
INC. IN DENVER, COLORADO.


<PAGE>
INVESCO | Annual Report | April 30, 1999
Moving Forward
- --------------------------------------------------------------------------------
MARKET HEADLINES: MAY 1998 TO APRIL 1999
Beyond a doubt,  1998 was the  summer of  investors'  discontent.  U.S.  markets
dropped  dramatically in August after several months of apparent immunity to the
global financial crisis.  The proximate cause was the Russian loan default,  but
attention  soon  turned  to the  growing  credit  crunch  caused  by fears  that
globalization--recently   the   focus  of  so  much   hope   for  the   American
economy--would  instead infect the long-lived American expansion with the "Asian
contagion."

But if the winter of  1997-1998  taught  investors  one lesson,  it was never to
count a good economy down. Low interest rates, strong consumer spending and wage
growth, and a virtually  non-existent  inflation rate combined to guide the U.S.
markets out of the storms of world  financial  crisis.  To be sure,  troublesome
indicators  remained:  a ballooning trade deficit,  sluggish earnings growth for
many large international companies, and a worrisomely low personal savings rate.
Overall, though, the American economy was as robust as it had been in decades.

Economists and market  watchers  struggled with the happy task of explaining the
continuing strength of the economy's fundamentals.  Clearly,  interest rate cuts
by an  accommodating  Federal Reserve Board helped.  But many wondered if deeper
forces were at work.  Some pointed to the "wealth  effect" on consumer  spending
caused by healthy  portfolio gains from the bull market.  Others speculated that
new productive vistas opened by technologies such as the Internet may be playing
a role in helping  companies pay higher wages while keeping costs down.  Were we
reaping the bounty of a "new economy," optimists wondered?

If we were,  the rest of the world  appeared  trapped  in more  somber  economic
realities.  Growth  in  Western  Europe  began to slow  early in the year as its
companies  suffered from declining  exports to emerging  markets.  Japan and the
rest of Asia began  crawling  out of the hole of  financial  despair--but  while
Asian markets reacted  exuberantly,  it was clear that the region had far to go.
In Latin  America,  markets  plunged  following a new currency  crisis in Brazil
before recovering in February.

The world economy could not continue  flying on one engine,  American  financial
officials warned their global counterparts. Indeed, the question remained: Would
the world join in  American  prosperity,  or would the world's  largest  economy
finally  fall prey to slower  growth?  As new market  records  were  achieved in
April, however, more investors seemed to look forward to smooth flying.

- --------------------------------------------------------------------------------
Since the funds are actively  managed,  holdings  will change over time.

(1)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.

(2)The S&P 500 is an unmanaged index of common stocks considered  representative
of the broad U.S. stock market,  while the S&P MidCap 400 is an unmanaged  index
indicative of domestic mid-capitalization stock prices.
<PAGE>
INVESCO | Annual Report | April 30, 1999
Moving Forward
- --------------------------------------------------------------------------------
MOVING FORWARD: A REVIEW & STRATEGY SESSION WITH THE MANAGERS

SOME WORRY THAT GROWTH STOCKS HAVE BECOME TOO PRICEY. IS THAT A CONCERN?

FRITZ MEYER: The answer depends on your time  horizon--and in your faith in your
ability to time these things.  Certainly,  large growth stocks had  dramatically
outpaced  small-capitalization  and value  stocks  over the last few  years.  In
retrospect,  it is easy to see how some snap-back was probably  overdue.  But we
see a  long-term  trend--dating  back  at  least  to the  late  1980s--in  which
globalization,  technology,  and  other  forces  have  rewarded  the few  select
companies that are able to master the changes. The playing field is getting more
uneven, and growth companies have been coming out on top.

WILL WE END UP WITH A PERMANENT  "NIFTY  FIFTY" OR "NIFTY  TWENTY"  LARGE STOCKS
THAT SURGE AHEAD WHILE THE REST OF THE MARKET LANGUISHES?

TRENT MAY:  Certainly not, and that is a function of the "creative  destruction"
unleashed by these same forces. Technological change and other deep forces alter
the  playing  field  constantly.  The  challenge  for  investors  is finding the
dominant competitors early enough within the new industries that emerge.

THE  PRIMARY  EXAMPLE  WOULD HAVE TO BE THE  INTERNET.  HOW DO WE  IDENTIFY  THE
LEADERS THERE?

TIM MILLER:  It is very  difficult  to do at this point,  and that is why we are
treading  carefully.  Clearly,  a company  such as America  Online  matches  our
leadership  criteria,  however. No Internet service provider comes close to them
in size and brand awareness.  We first identified them as a mid-cap company, and
we have benefited from the stock's enormous appreciation.  Undoubtedly,  America
Online has become very  expensive,  but we still have faith that they are a good
investment--probably  no other  industry  will grow as fast as the Internet over
the next decade, and America Online is at the top of the pyramid.

OPTIMISTS LOOK FOR NEW AREAS OF GROWTH,  WHILE  PESSIMISTS  PREPARE FOR TROUBLES
LURKING AROUND THE CORNER. IS GROWTH INVESTING AT ALL SUITED FOR THE LATTER?

TOM WALD: There are good arguments to be made that, in a recession,  you want to
own the few companies that are still producing  earnings--and that's part of the
reason why growth investing  fluorished last year in the face of global turmoil.
An example of a company we would  have  faith in,  should the  American  economy
sour,  would be Allergan  Inc., a  pharmaceutical  company that makes  specialty
treatments for diseases such as glaucoma. Obviously, the need for their products
will be there to some extent,  no matter how much the economy  slows,  and their
global operations allow them to diversify their risks.

WHAT SHOULD INVESTORS KNOW ABOUT THE MANAGEMENT PROCESS FOR INVESCO ENDEAVOR
FUND?

TIM MILLER:  First of all, they should know that the  fundamentals  of our stock
selection  are the same as they have been in our other growth  funds--we are not
day-trading  Internet  stocks,  for  example.  The  majority of the  holdings in
INVESCO  Endeavor are in our other  growth  portfolios  as well.  All the growth
managers,  search our broader  holdings and then choose the few stocks that seem
to have the most promise. We buy these for INVESCO Endeavor, and I monitor their
weightings  to ensure that the  portfolio as a whole fits our vision of where we
think the best  opportunities lie. Lately, we have been working down the average
capitalization to take advantage of a movement we see toward smaller-cap stocks.
<PAGE>
TEN LARGEST COMMON STOCK HOLDINGS
- --------------------------------------------------------------------------------
INVESCO Stock Funds, Inc.
April 30, 1999

DESCRIPTION                                            VALUE
- --------------------------------------------------------------------------------
DYNAMICS FUND
EchoStar Communications Class A                      $46,866,000
Chancellor Media                                      43,900,000
Tandy Corp                                            38,152,831
Bausch & Lomb                                         30,468,750
Providian Financial                                   30,007,031
AFLAC Inc                                             29,295,000
Qwest Communications International                    29,048,750
AnnTaylor Stores                                      28,500,000
Charter One Financial                                 28,437,500
Harrah's Entertainment                                28,160,000

INVESCO ENDEAVOR FUND
Altera Corp                                          $ 5,280,030
America Online                                         5,139,000
Microsoft Corp                                         2,902,856
Viatel Inc                                             2,760,000
Providian Financial                                    2,749,031
Citigroup Inc                                          2,472,715
Chancellor Media                                       2,288,288
Applied Materials                                      1,898,325
NIKE Inc Class B                                       1,834,531
MetroNet Communications Class B Non-Voting Shrs        1,676,100

GROWTH AND INCOME FUND
Exxon Corp                                           $ 2,148,412
General Electric                                       2,011,885
Citigroup Inc                                          1,944,836
Microsoft Corp                                         1,867,748
Johnson & Johnson                                      1,843,237
Bristol-Myers Squibb                                   1,667,244
BankAmerica Corp                                       1,665,720
Merck & Co                                             1,636,825
American International Group                           1,605,958
Pfizer Inc                                             1,589,013

Composition of holdings is subject to change.

<PAGE>
STATEMENT OF INVESTMENT SECURITIES
- --------------------------------------------------------------------------------
INVESCO STOCK FUNDS, INC.
April 30, 1999                                    SHARES OR
                                                  PRINCIPAL
%     DESCRIPTION                                   AMOUNT               VALUE
- -------------------------------------------------------------------------------
DYNAMICS FUND
94.29 COMMON STOCKS
1.73  AEROSPACE & DEFENSE
      Alliant Techsystems(a)                       181,500          $14,860,312
      General Dynamics                             283,100           19,887,775
===============================================================================
                                                                     34,748,087
0.23  AUTO PARTS
      O'Reilly Automotive(a)                       100,000            4,575,000
===============================================================================
4.87  BANKS
      First Tennessee National                     468,000           20,182,500
      National Commerce Bancorp                    620,000           15,500,000
      North Fork Bancorp                           880,000           19,800,000
      Northern Trust                               155,000           14,434,375
      US Trust                                     103,000            9,411,625
      Zions Bancorp                                279,400           18,632,488
===============================================================================
                                                                     97,960,988
0.49  BIOTECHNOLOGY
      MedImmune Inc(a)                             100,000            5,512,500
      NeXstar Pharmaceuticals(a)                   250,000            4,328,125
===============================================================================
                                                                      9,840,625
6.17  BROADCASTING
      Chancellor Media(a)                          800,000           43,900,000
      Clear Channel Communications(a)              244,700           17,006,650
      EchoStar Communications Class A(a)           467,200           46,866,000
      Heftel Broadcasting Class A(a)               300,000           16,312,500
===============================================================================
                                                                    124,085,150
5.07  CABLE
      Adelphia Communications Class A(a)            64,600            4,408,950
      Cablevision Systems Class A(a)               200,000           15,475,000
      Flextech PLC(a)                              475,200            6,857,613
      Jones Intercable Class A(a)                  350,000           16,231,250
      NTL Inc(a)                                   225,000           17,156,250
      TCA Cable TV                                 502,500           25,030,781
      USA Networks(a)                              450,000           16,818,750
===============================================================================
                                                                    101,978,594
2.47  COMMUNICATIONS-- EQUIPMENT & MANUFACTURING
      ADC Telecommunications(a)                    200,000            9,562,500
      Comverse Technology(a)                       337,500           21,642,187
      Metromedia Fiber Network Class A(a)          220,000           18,535,000
===============================================================================
                                                                     49,739,687
7.19  COMPUTER RELATED
      Acxiom Corp(a)                               315,000            7,953,750
      Citrix Systems(a)                            152,000            6,460,000
      Exodus Communications(a)                     168,000           15,141,000
      Intuit Inc(a)                                156,500           13,478,562
      Legato Systems(a)                            330,000           13,344,375
      Lexmark International
        Group Class A(a)                            61,000            7,533,500
      Network Appliance(a)                         268,340           13,500,856
      Siebel Systems(a)                            393,000           15,105,938
      Synopsys Inc(a)                              407,000           19,179,875
      USWeb Corp(a)                                279,000            6,260,063
      Verio Inc(a)                                 185,000           13,135,000
      Whittman-Hart Inc(a)                         480,000           13,560,000
===============================================================================
                                                                    144,652,919
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
0.26  CONSUMER -- JEWELRY, NOVELTIES & GIFTS
      Boyds Collection Ltd(a)                      300,000           $5,250,000
===============================================================================
1.64  ELECTRICAL EQUIPMENT
      Molex Inc                                    250,000            8,062,500
      Sanmina Corp(a)                              375,000           24,890,625
===============================================================================
                                                                     32,953,125
1.02  ELECTRONICS
      Uniphase Corp(a)                             169,900           20,621,613
===============================================================================
5.93  ELECTRONICS -- SEMICONDUCTOR
      Altera Corp(a)                               381,000           27,527,250
      Linear Technology                            317,000           18,029,375
      Maxim Integrated Products(a)                 465,000           26,040,000
      PMC-Sierra Inc(a)                            146,000           13,997,750
      Vitesse Semiconductor(a)                     322,000           14,912,625
      Xilinx Inc(a)                                412,000           18,797,500
===============================================================================
                                                                    119,304,500
0.93  ENTERTAINMENT
      SFX Entertainment Class A(a)                 302,000           18,648,500
===============================================================================
1.86  EQUIPMENT -- SEMICONDUCTOR
      KLA-Tencor Corp(a)                           392,000           19,453,000
      Teradyne Inc(a)                              381,900           18,020,906
===============================================================================
                                                                     37,473,906
1.49  FINANCIAL
      Providian Financial                          232,500           30,007,031
===============================================================================
0.26  FOODS
      Universal Foods                              250,000            5,250,000
===============================================================================
2.45  GAMING
      Harrah's Entertainment(a)                  1,280,000           28,160,000
      Sun International Hotels Ltd(a)              500,000           21,156,250
===============================================================================
                                                                     49,316,250
2.11  HEALTH CARE DRUGS -- PHARMACEUTICALS
      Allergan Inc                                 305,000           27,411,875
      AmeriSource Health Class A(a)                415,420           11,501,941
      Watson Pharmaceuticals(a)                     85,700            3,470,850
===============================================================================
                                                                     42,384,666
4.34  HEALTH CARE RELATED
      Bard (C R) Inc                               360,000           17,640,000
      Bausch & Lomb                                406,250           30,468,750
      Bergen Brunswig Class A                      470,000            8,930,000
      Biomet Inc                                   545,000           22,345,000
      MedQuist Inc(a)                              232,900            7,976,825
===============================================================================
                                                                     87,360,575
1.02  HOUSEHOLD FURNITURE & APPLIANCES
      Maytag Corp                                  300,000           20,512,500
===============================================================================
2.20  INSURANCE
      AFLAC Inc                                    540,000           29,295,000
      Nationwide Financial
       Services Class A                            324,525           15,049,847
===============================================================================
                                                                     44,344,847
1.85  INVESTMENT BANK/BROKER FIRM
      Legg Mason                                   541,400           18,881,325
      Price (T Rowe) Associates                    490,000           18,466,875
===============================================================================
                                                                     37,348,200
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
1.47  LEISURE TIME
      Premier Parks(a)                             605,000          $20,910,313
      Royal Caribbean Cruises Ltd                  235,000            8,680,313
===============================================================================
                                                                     29,590,626
0.89  OFFICE EQUIPMENT & SUPPLIES
      Staples Inc(a)                               600,000           18,000,000
===============================================================================
4.47  OIL & GAS RELATED
      BJ Services(a)                               475,000           12,706,250
      Baker Hughes                                 300,000            8,962,500
      Coflexip SA Sponsored ADR
       Representing 1/2 Ord Shr                    244,500           10,880,250
      Cooper Cameron(a)                            288,300           11,135,587
      Enron Oil & Gas                              200,000            3,800,000
      Global Industries Ltd(a)                     750,000            9,234,375
      Nabors Industries(a)                         350,000            7,196,875
      Noble Drilling(a)                            250,000            4,906,250
      Santa Fe International                       350,000            7,525,000
      Weatherford International(a)                 405,000           13,719,375
===============================================================================
                                                                     90,066,462
1.60  PERSONAL CARE
      Dial Corp                                    475,400           16,163,600
      Estee Lauder Class A                         160,000           16,020,000
===============================================================================
                                                                     32,183,600
1.39  PHOTOGRAPHY & IMAGING
      Gemstar International Group(a)               265,000           27,924,375
===============================================================================
0.92  POLLUTION CONTROL
      Republic Services Class A(a)                 904,200           18,592,613
===============================================================================
0.89  PUBLISHING
      Tribune Co                                   215,000           17,939,063
===============================================================================
0.91  RAILROADS
      Kansas City Southern Industries              309,000           18,404,812
===============================================================================
6.13  RETAIL
      Abercrombie & Fitch Class A(a)               101,800            9,683,725
      AnnTaylor Stores(a)                          600,000           28,500,000
      Costco Cos(a)                                100,000            8,093,750
      Family Dollar Stores                         432,500           10,434,062
      Intimate Brands                              163,600            8,180,000
      Meyer (Fred) Inc(a)                          374,700           20,280,638
      Tandy Corp                                   526,700           38,152,831
===============================================================================
                                                                    123,325,006
1.41  SAVINGS & LOAN
      Charter One Financial                        910,000           28,437,500
===============================================================================
7.54  SERVICES
      Apollo Group Class A(a)                      250,000            6,187,500
      Block (H & R) Inc                            345,000           16,603,125
      Ceridian Corp(a)                             510,000           18,678,750
      CIBER Inc(a)                                  83,500            1,576,062
      Harte-Hanks Inc                              200,000            5,050,000
      ITT Educational Services(a)                  199,600            4,902,675
      Lamar Advertising Class A(a)                 377,900           12,706,888
      Omnicom Group                                260,000           18,850,000
      Outdoor Systems(a)                           550,000           13,853,125
      Paychex Inc                                  365,000           18,637,813
      Snyder Communications(a)                     200,000            5,875,000
      VERITAS Software(a)                          129,000            9,159,000
      WPP Group PLC(a)                           2,230,000           19,711,971
===============================================================================
                                                                    151,791,909
<PAGE>
                                                     SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
2.02  TELECOMMUNICATIONS-- CELLULAR & WIRELESS
      Western Wireless Class A(a)                  574,000          $23,569,875
      WinStar Communications(a)                    350,000           17,018,750
===============================================================================
                                                                     40,588,625
3.19  TELECOMMUNICATIONS -- LONG DISTANCE
      AT&T Corp - Liberty Media Group
        Class A(a)                                 339,000           21,653,625
      Allegiance Telecom(a)                        291,700           13,418,200
      Qwest Communications
        International(a)                           340,000           29,048,750
===============================================================================
                                                                     64,120,575
4.71  TELEPHONE
      Century Telephone Enterprises                371,250           14,942,812
      COLT Telecom Group PLC Sponsored ADR
        Representing 4 Ord Shrs(a)                 350,000           26,731,250
      Intermedia Communications(a)                 470,800           15,153,875
      MetroNet Communications Class B
        Non-Voting Shrs(a)                         250,000           13,875,000
      NEXTLINK Communications Class A(a)           328,000           24,026,000
===============================================================================
                                                                     94,728,937
0.97  TEXTILE -- APPAREL MANUFACTURING
      Jones Apparel Group(a)                       590,000           19,470,000
===============================================================================
0.20  TOYS
      Hasbro Inc                                   116,550            3,977,269
===============================================================================
      TOTAL COMMON STOCKS (Cost $1,363,632,657)                   1,897,498,135
===============================================================================
0.67  PREFERRED STOCKS
0.67  AUTOMOBILES
      Porsche AG Non-Voting Pfd
        (Cost $10,864,437)                           5,500           13,383,700
===============================================================================
5.04  SHORT-TERM INVESTMENTS
4.96  Commercial Paper
4.96  FINANCIAL
      Ford Motor Credit,
        4.830%, 5/3/1999                        $50,000,000          50,000,000
      Sears Roebuck Acceptance,
        4.880%, 5/5/1999                        $50,000,000          50,000,000
===============================================================================
        TOTAL COMMERCIAL PAPER (Cost $100,000,000)                  100,000,000
===============================================================================
0.08  REPURCHASE AGREEMENTS
      Repurchase  Agreement  with
        State Street dated 4/30/1999
        due 5/3/1999 at 4.820%,
        repurchased at $1,524,612
        (Collaterized  by US Treasury
        Bills, Discount Note, due
        10/14/1999 value $1,556,956)
        (Cost $1,524,000)                       $1,524,000           $1,524,000
===============================================================================
      TOTAL SHORT-TERM INVESTMENTS
        (Cost $101,524,000)                                         101,524,000
===============================================================================
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
        (Cost $1,476,021,094)
        (Cost for Income Tax
        Purposes $1,484,526,096)                                 $2,012,405,835
===============================================================================
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
INVESCO ENDEAVOR FUND
97.15 COMMON STOCKS
1.27  AUTO PARTS
      CSK Auto(a)                                   34,800             $870,000
===============================================================================
1.21  BIOTECHNOLOGY
      MedImmune Inc(a)                              15,000              826,875
===============================================================================
4.47  BROADCASTING
      Broadcast.com Inc(a)                           6,000              769,500
      Chancellor Media(a)                           41,700            2,288,288
===============================================================================
                                                                      3,057,788
3.76  CABLE
      Adelphia Communications Class A(a)            24,000            1,638,000
      TCA Cable TV                                  18,800              936,475
===============================================================================
                                                                      2,574,475
4.38  COMMUNICATIONS-- EQUIPMENT & MANUFACTURING
      Comverse Technology(a)                        23,310            1,494,754
      Digital Microwave(a)                          48,100              613,275
      Nokia Corp Sponsored ADR
        Representing Ord Shrs                       12,000              890,250
===============================================================================
                                                                      2,998,279
8.77  COMPUTER RELATED
      Inktomi Corp(a)                                3,000              359,250
      Mercury Interactive(a)                        17,900              504,556
      Microsoft Corp(a)                             35,700            2,902,856
      Siebel Systems(a)                             34,000            1,306,875
      Verio Inc(a)                                  13,000              923,000
===============================================================================
                                                                      5,996,537
2.10  ELECTRICAL EQUIPMENT
      General Electric                              13,635            1,438,493
===============================================================================
11.77 ELECTRONICS -- SEMICONDUCTOR
      Altera Corp(a)                                73,080            5,280,030
      Applied Micro Circuits(a)                     14,200              757,037
      Maxim Integrated Products(a)                  23,000            1,288,000
      Texas Instruments                              7,095              724,577
===============================================================================
                                                                      8,049,644
2.39  ENTERTAINMENT
      Time Warner                                   23,300            1,631,000
===============================================================================
5.63  EQUIPMENT -- SEMICONDUCTOR
      Applied Materials(a)                          35,400            1,898,325
      Photronics Inc(a)                             28,900              691,794
      Teradyne Inc(a)                               26,700            1,259,906
===============================================================================
                                                                      3,850,025
7.64  FINANCIAL
      Citigroup Inc                                 32,860            2,472,715
      Providian Financial                           21,300            2,749,031
===============================================================================
                                                                      5,221,746
2.68  FOOTWEAR
      NIKE Inc Class B                              29,500            1,834,531
===============================================================================
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
3.42  HEALTH CARE DRUGS -- PHARMACEUTICALS
      Pfizer Inc                                    10,710           $1,232,319
      Warner-Lambert Co                             16,300            1,107,381
===============================================================================
                                                                      2,339,700
2.41  HEALTH CARE RELATED
      Bausch & Lomb                                 22,000            1,650,000
===============================================================================
2.80  INVESTMENT BANK/BROKER FIRM
      Legg Mason                                    36,100            1,258,988
      Schwab (Charles) Corp                          6,000              658,500
===============================================================================
                                                                      1,917,488
1.53  MANUFACTURING
      Tyco International Ltd                        12,900            1,048,125
===============================================================================
5.78  OIL & GAS RELATED
      Atwood Oceanics(a)                            32,000            1,116,000
      Chevron Corp                                  15,000            1,496,250
      Schlumberger Ltd                              21,000            1,341,375
===============================================================================
                                                                      3,953,625
8.40  RETAIL
      eBay Inc(a)                                    7,300            1,519,313
      Home Depot                                    18,300            1,096,856
      Meyer (Fred) Inc(a)                           21,400            1,158,275
      Tandy Corp                                    22,000            1,593,625
      Value America(a)                               9,500              374,656
===============================================================================
                                                                      5,742,725
8.56  SERVICES
      America Online(a)                             36,000            5,139,000
      CMGI Inc(a)                                    2,800              712,775
===============================================================================
                                                                      5,851,775
4.88  TELECOMMUNICATIONS -- LONG DISTANCE
      COVAD Communications Group(a)                  6,000              576,000
      Viatel Inc(a)                                 60,000            2,760,000
===============================================================================
                                                                      3,336,000
3.30  TELEPHONE
      COLT Telecom Group PLC Sponsored ADR
        Representing 4 Ord Shrs(a)                   7,600              580,450
      MetroNet Communications Class B
        Non-Voting Shrs(a)                          30,200            1,676,100
===============================================================================
                                                                      2,256,550
      TOTAL COMMON STOCKS (Cost $51,292,199)                         66,445,381
===============================================================================
2.85  PREFERRED STOCKS
2.85  AUTOMOBILES
      Porsche AG, Non-Voting Pfd
        (Cost $1,725,014)                              800            1,946,720
===============================================================================
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
        (Cost $53,017,213)
        (Cost for Income Tax
        Purposes $53,022,364)                                       $68,392,101
===============================================================================
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
GROWTH & INCOME FUND
98.27 COMMON STOCKS
0.32  AIRLINES
      Northwest Airlines(a)                          5,000             $170,313
===============================================================================
0.98  AUTOMOBILES
      General Motors                                 5,940              528,289
===============================================================================
3.68  BANKS
      BankAmerica Corp                              23,135            1,665,720
      Wells Fargo                                    7,400              319,588
===============================================================================
                                                                      1,985,308
3.24  BEVERAGES
      Coca-Cola Co                                  18,065            1,228,420
      PepsiCo Inc                                   14,055              519,157
===============================================================================
                                                                      1,747,577
0.81  BROADCASTING
      Infinity Broadcasting Class A(a)              15,805              437,601
===============================================================================
1.32  CABLE
      Comcast Corp Class A                          10,800              709,425
===============================================================================
0.95  CHEMICALS
      du Pont (E I) de Nemours                       7,275              513,797
===============================================================================
2.63  COMMUNICATIONS-- EQUIPMENT & MANUFACTURING
      Lucent Technologies                           15,420              927,127
      Nokia Corp Sponsored ADR
       Representing Ord Shrs                         6,640              492,605
===============================================================================
                                                                      1,419,732
9.70  COMPUTER RELATED
      Cisco Systems(a)                               9,375            1,069,336
      Dell Computer(a)                              25,780            1,061,814
      International Business Machines                5,895            1,233,160
      Microsoft Corp(a)                             22,970            1,867,748
===============================================================================
                                                                      5,232,058
3.73  ELECTRICAL EQUIPMENT
      General Electric                              19,070            2,011,885
===============================================================================
5.74  ELECTRONICS -- SEMICONDUCTOR
      Altera Corp(a)                                15,150            1,094,587
      Intel Corp                                    16,570            1,013,877
      Texas Instruments                              9,680              988,570
===============================================================================
                                                                      3,097,034
0.93  ENTERTAINMENT
      Time Warner                                    7,200              504,000
===============================================================================
1.97  EQUIPMENT -- SEMICONDUCTOR
      Lam Research(a)                               33,765            1,063,597
===============================================================================
6.28  FINANCIAL
      American Express                               4,670              610,311
      Citigroup Inc                                 25,845            1,944,836
      Fannie Mae                                    11,705              830,323
===============================================================================
                                                                      3,385,470
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
17.39 HEALTH CARE DRUGS -- PHARMACEUTICALS
      Bristol-Myers Squibb                          26,230           $1,667,244
      Johnson & Johnson                             18,905            1,843,237
      Lilly (Eli) & Co                              20,115            1,480,967
      Merck & Co                                    23,300            1,636,825
      Pfizer Inc                                    13,810            1,589,013
      Schering-Plough Corp                           9,790              472,979
      Warner-Lambert Co                             10,220              694,321
===============================================================================
                                                                      9,384,586
3.95  HOUSEHOLD PRODUCTS
      Colgate-Palmolive Co                           5,725              586,455
      Procter & Gamble                              16,440            1,542,278
===============================================================================
                                                                      2,128,733
2.98  INSURANCE
      American International Group                  13,675            1,605,958
===============================================================================
1.64  MANUFACTURING
      Tyco International Ltd                        10,890              884,813
===============================================================================
7.52  OIL & GAS RELATED
      Baker Hughes                                   9,200              274,850
      Chevron Corp                                  13,245            1,321,189
      Exxon Corp                                    25,865            2,148,412
      Schlumberger Ltd                               4,925              314,584
===============================================================================
                                                                      4,059,035
2.09  PERSONAL CARE
      Gillette Co                                   21,610            1,127,772
===============================================================================
9.26  RETAIL
      CVS Corp                                      18,660              888,683
      Dayton Hudson                                 15,235            1,025,506
      Home Depot                                    13,995              838,825
      Safeway Inc(a)                                15,470              834,413
      Wal-Mart Stores                               30,660            1,410,360
===============================================================================
                                                                      4,997,787
4.29  TELECOMMUNICATIONS -- LONG DISTANCE
      AT&T Corp                                     30,413            1,535,831
      MCI WorldCom(a)                                9,460              777,494
===============================================================================
                                                                      2,313,325
5.35  TELEPHONE
      BellSouth Corp                                30,170            1,350,107
      SBC Communications                            27,375            1,533,000
===============================================================================
                                                                      2,883,107
1.52  TOBACCO
      Philip Morris                                 23,320              817,658
===============================================================================
      TOTAL COMMON STOCKS (Cost $46,128,048)                         53,008,860
1.03  FIXED INCOME SECURITIES
1.03  PUBLISHING
      Tribune Co, Exch Sub Deb, PHONES(b)
        2.000%, 5/15/2029 (Cost $533,800)          $340,000             552,925
===============================================================================
<PAGE>
                                                  SHARES OR
%     DESCRIPTION                             PRINCIPAL AMOUNT          VALUE
- -------------------------------------------------------------------------------
0.70  SHORT-TERM INVESTMENTS -- REPURCHASE AGREEMENTS
      Repurchase Agreement with State
        Street dated  4/30/1999 due
        5/3/1999 at 4.820%, repurchased
        at $375,151 (Collateralized
        by US Treasury Bills, Discount
        Note due 10/14/1999, value
        $386,791) (Cost $375,000)                 $375,000              375,000
===============================================================================
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
        (Cost $47,036,848)
        (Cost for Income Tax
        Purposes $47,930,222)                                       $53,936,785
===============================================================================

(a)   Security is non-income producing.
(b)   PHONES -- Participation Hybird Option Notes Exchangable Securities

See Notes to Financial Statements
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
- -------------------------------------------------------------------------------
INVESCO Stock Funds, Inc.
April 30, 1999
                                                                  INVESCO
                                              DYNAMICS           ENDEAVOR
                                                  FUND               FUND
- -------------------------------------------------------------------------------
ASSETS
Investment Securities:
  At Cost(a)                             $1,476,021,094       $53,017,213
===============================================================================
  At Value(a)                            $2,012,405,835       $68,392,101
Cash                                              6,413           538,917
Receivables:
  Investment Securities Sold                 71,810,906         3,951,886
  Fund Shares Sold                           21,303,235         1,727,966
  Dividends and Interest                        405,684            17,621
Prepaid Expenses and Other Assets                89,546            51,791
===============================================================================
TOTAL ASSETS                              2,106,021,619        74,680,282
===============================================================================
LIABILITIES
Payables:
  Investment Securities Purchased            56,935,746         1,902,004
  Fund Shares Repurchased                     4,329,669           170,300
Accrued Distribution Expenses                   402,222            15,262
Accrued Expenses and Other Payables              32,966               321
===============================================================================
TOTAL LIABILITIES                            61,700,603         2,087,887
===============================================================================
NET ASSETS AT VALUE                      $2,044,321,016       $72,592,395
===============================================================================
NET ASSETS
Paid-in Capital(b)                       $1,457,662,927       $52,697,446
Accumulated Undistributed
  Net Investment Loss                          (61,368)         (154,763)
Accumulated Undistributed
  Net Realized Gain on
  Investment Securities and
  Foreign Currency Transactions              50,335,869         4,674,887
Net Appreciation of Investment
  Securities and Foreign
  Currency Transactions                     536,383,588        15,374,825
===============================================================================
NET ASSETS AT VALUE                      $2,044,321,016       $72,592,395
===============================================================================
Shares Outstanding                          112,641,987         4,448,439
NET ASSET VALUE, Offering
  and Redemption Price per Share                 $18.15            $16.32
===============================================================================

(a)Investment  securities  at cost  and  value  at  April  30,  1999  include  a
   repurchase agreement of $1,524,000 for Dynamics Fund.

(b)The Fund has 2 billion  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 INVESCO Endeavor Fund and 100 million have
   been allocated to Growth and Income Fund.

See Notes to Financial Statements

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
- -------------------------------------------------------------------------------
INVESCO Stock Funds, Inc.
April 30, 1999
                                                                    GROWTH &
                                                                 INCOME FUND
- -------------------------------------------------------------------------------
ASSETS
Investment Securities:
  At Cost(a)                                                    $ 47,036,848
===============================================================================
  At Value(a)                                                   $ 53,936,785
Cash                                                                   3,346
Receivables:
  Fund Shares Sold                                                   115,123
  Dividends and Interest                                              48,210
Prepaid Expenses and Other Assets                                     46,168
===============================================================================
TOTAL ASSETS                                                      54,149,632
===============================================================================
LIABILITIES
Payables:
  Investment Securities Purchased                                    133,386
  Fund Shares Repurchased                                              9,622
Accrued Distribution Expenses                                         11,202
Accrued Expenses and Other Payables                                    1,600
===============================================================================
TOTAL LIABILITIES                                                    155,810
===============================================================================
NET ASSETS AT VALUE                                             $ 53,993,822
===============================================================================
NET ASSETS
Paid-in Capital(b)                                              $ 43,885,027
Accumulated Undistributed Net Investment Loss                           (186)
Accumulated Undistributed Net Realized Gain
  on Investment Securities                                         3,209,044
Net Appreciation of Investment Securities                          6,899,937
===============================================================================
NET ASSETS AT VALUE                                             $ 53,993,822
===============================================================================
Shares Outstanding                                                 3,713,467
NET ASSET VALUE, Offering and Redemption
  Price per Share                                                    $ 14.54
===============================================================================

(a)Investment  securities  at cost  and  value  at  April  30,  1999  include  a
   repurchase agreement of $375,000.

(b)The Fund has 2 billion  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 INVESCO Endeavor Fund and 100 million have
   been allocated to Growth and Income Fund.

See Notes to Financial Statements
<PAGE>
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------
INVESCO Stock Funds, Inc.
Period Ended April 30, 1999 (Note 1)
                                                           INVESCO
                                            DYNAMICS      ENDEAVOR
                                                FUND          FUND
- --------------------------------------------------------------------
INVESTMENT INCOME
INCOME
Dividends                                 $5,260,908      $153,450
Interest                                   3,806,182        89,701
  Foreign Taxes Withheld                     (39,151)       (1,375)
====================================================================
  TOTAL INCOME                             9,027,939       241,776
====================================================================
EXPENSES
Investment Advisory Fees                   7,750,919       206,836
Distribution Expenses                      3,613,324        68,945
Transfer Agent Fees                        2,693,081        52,532
Administrative Fees                          226,800         9,217
Custodian Fees and Expenses                  243,127         7,372
Directors' Fees and Expenses                  66,958         3,025
Professional Fees and Expenses                66,440        17,809
Registration Fees and Expenses               138,207        23,652
Reports to Shareholders                      303,983        10,330
Other Expenses                                45,889         1,096
====================================================================
  TOTAL EXPENSES                          15,148,728       400,814
  Fees and Expenses Paid Indirectly         (234,356)       (4,275)
====================================================================
     NET EXPENSES                         14,914,372       396,539
====================================================================
NET INVESTMENT LOSS                       (5,886,433)     (154,763)
====================================================================
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENT SECURITIES
Net Realized Gain (Loss) on:
  Investment Securities                   57,564,185     4,675,087
  Foreign Currency Transactions              (51,357)         (200)
====================================================================
     Total Net Realized Gain              57,512,828     4,674,887
====================================================================
Change in Net Appreciation (Depreciation) of:
  Investment Securities                  284,174,283    15,473,389
  Foreign Currency Transactions           (1,078,803)      (98,564)
====================================================================
     Total Net Appreciation              283,095,480   15,374,825
====================================================================
NET GAIN ON INVESTMENT SECURITIES AND
  FOREIGN CURRENCY TRANSACTIONS          340,608,308   20,049,712
====================================================================
NET INCREASE IN NET ASSETS
  FROM OPERATIONS                       $334,721,875  $19,894,949
====================================================================

See Notes to Financial Statements
<PAGE>
STATEMENT OF OPERATIONS (CONTINUED)
INVESCO Stock Funds, Inc.
Period Ended April 30, 1999 (Note 1)
                                                      GROWTH &
                                                   INCOME FUND
- ----------------------------------------------------------------
INVESTMENT INCOME
INCOME
Dividends                                         $    294,923
Interest                                                55,415
  Foreign Taxes Withheld                                  (935)
================================================================
  TOTAL INCOME                                         349,403
================================================================
EXPENSES
Investment Advisory Fees                               209,172
Distribution Expenses                                   69,724
Transfer Agent Fees                                     70,040
Administrative Fees                                     12,517
Custodian Fees and Expenses                             14,482
Directors' Fees and Expenses                             5,297
Professional Fees and Expenses                          18,142
Registration Fees and Expenses                          65,749
Reports to Shareholders                                 15,211
Other Expenses                                           1,210
===============================================================
  TOTAL EXPENSES                                       481,544
  Fees and Expenses Absorbed by Investment Adviser     (53,659)
  Fees and Expenses Paid Indirectly                     (7,906)
===============================================================
     NET EXPENSES                                      419,979
===============================================================
NET INVESTMENT LOSS                                    (70,576)
===============================================================
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENT SECURITIES
Net Realized Gain on Investment Securities           5,112,480
Change in Net Appreciation of
  Investment Securities                              6,899,937
===============================================================
NET GAIN ON INVESTMENT SECURITIES                   12,012,417
===============================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS        $ 11,941,841
===============================================================

See Notes to Financial Statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
Dynamics Fund
                                                        YEAR ENDED APRIL 30
- ------------------------------------------------------------------------------
                                                       1999             1998
OPERATIONS
Net Investment Loss                            $(5,886,433)      $(4,623,573)
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions              57,512,828       220,083,978
Change in Net Appreciation of Investment
  Securities and Foreign Currency Transactions  283,095,480       236,377,288
===============================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS      334,721,875       451,837,693
===============================================================================
DISTRIBUTIONS TO SHAREHOLDERS
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions           (115,015,920)     (133,519,730)
===============================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                 2,129,570,413     1,320,495,638
Reinvestment of Distributions                   113,049,160       130,727,993
===============================================================================
                                              2,242,619,573     1,451,223,631
Amounts Paid for Repurchases of Shares      (1,758,303,356)   (1,191,638,369)
===============================================================================
NET INCREASE IN NET ASSETS FROM FUND
  SHARE TRANSACTIONS                            484,316,217       259,585,262
===============================================================================
TOTAL INCREASE IN NET ASSETS                    704,022,172       577,903,225
NET ASSETS
Beginning of Period                           1,340,298,844       762,395,619
===============================================================================
End of Period (Including Accumulated
  Undistributed Net Investment Loss of
  ($61,368) and ($37,999), respectively)     $2,044,321,016    $1,340,298,844
===============================================================================

               -------------------------------------------

FUND SHARE TRANSACTIONS
Shares Sold                                     135,833,566         88,367,135
Shares Issued from Reinvestment
  of Distributions                                8,011,923          9,785,039
===============================================================================
                                                143,845,489         98,152,174
Shares Repurchased                            (112,899,930)       (79,868,425)
===============================================================================
NET INCREASE IN FUND SHARES                      30,945,559         18,283,749
===============================================================================

See Notes to Financial Statements
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
INVESCO Endeavor Fund
                                                                  PERIOD ENDED
                                                                      APRIL 30
- -------------------------------------------------------------------------------
                                                                          1999
                                                                      (Note 1)
OPERATIONS
Net Investment Loss                                                 $(154,763)
Net Realized Gain on Investment Securities and
  Foreign Currency Transactions                                      4,674,887
Change in Net Appreciation of Investment Securities
  and Foreign Currency Transactions                                 15,374,825
===============================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS                          19,894,949
===============================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                      154,292,260
Amounts Paid for Repurchases of Shares                           (101,594,814)
===============================================================================
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS             52,697,446
===============================================================================
TOTAL INCREASE IN NET ASSETS                                        72,592,395
NET ASSETS
Beginning of Period (Note 1)                                                 0
===============================================================================
End of Period (Including Accumulated Undistributed
  Net Investment Loss of ($154,763))                               $72,592,395
===============================================================================

               ------------------------------------------------

FUND SHARE TRANSACTIONS
Shares Sold                                                         11,384,455
Shares Repurchased                                                 (6,936,016)
===============================================================================
NET INCREASE IN FUND SHARES                                          4,448,439
===============================================================================

See Notes to Financial Statements

<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
Growth & Income Fund
                                                                  PERIOD ENDED
                                                                      APRIL 30
- -------------------------------------------------------------------------------
                                                                          1999
                                                                      (Note 1)
OPERATIONS
Net Investment Loss                                                  $(70,576)
Net Realized Gain on Investment Securities                           5,112,480
Change in Net Appreciation of Investment Securities                  6,899,937
===============================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS                          11,941,841
===============================================================================
DISTRIBUTIONS TO SHAREHOLDERS
Net Realized Gain on Investment Securities                         (1,833,046)
===============================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                      103,261,159
Reinvestment of Distributions                                        1,763,814
===============================================================================
                                                                   105,024,973
Amounts Paid for Repurchases of Shares                            (61,389,946)
===============================================================================
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS             43,635,027
===============================================================================
TOTAL INCREASE IN NET ASSETS                                        53,743,822
NET ASSETS
Initial Subscription (Note 1)                                          250,000
Beginning of Period                                                          0
===============================================================================
End of Period (Including Accumulated Undistributed
  Net Investment Loss of ($186))                                  $ 53,993,822
===============================================================================

               ----------------------------------------------------

FUND SHARE TRANSACTIONS
Initial Subscription (Note 1)                                          25,000
Shares Sold                                                         8,250,996
Shares Issued from Reinvestment of Distributions                      137,476
===============================================================================
                                                                    8,413,472
Shares Repurchased                                                (4,700,005)
===============================================================================
NET INCREASE IN FUND SHARES                                         3,713,467
===============================================================================

See Notes to Financial Statements

<PAGE>
INVESCO NOTES TO FINANCIAL STATEMENTS - INVESCO STOCK FUNDS, INC.
- -------------------------------------------------------------------------------

NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. INVESCO Stock Funds,
Inc.  (formerly known as INVESCO Equity Funds,  Inc. which was formerly known as
INVESCO  Capital  Appreciation  Funds,  Inc.) (the  "Fund") is  incorporated  in
Maryland and presently consists of three separate Funds:  Dynamics Fund, INVESCO
Endeavor  Fund and  Growth & Income  Fund.  On  August  4,  1998,  the  board of
directors of the Fund  approved a name change to INVESCO  Stock Funds,  Inc. The
investment  objective of each Fund is to seek  appreciation of capital.  INVESCO
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.

Debt  securities  are valued at evaluated  bid prices as determined by a pricing
service  approved by the Fund's board of directors.  If evaluated bid prices are
not available,  debt  securities are valued by averaging the bid prices obtained
from one or more dealers making a market for such securities.

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.
<PAGE>
C. PARTICIPATION HYBRID OPTION NOTES EXCHANGABLE  SECURITIES -- The Fund invests
in participation  hybrid option notes  exchangable  securities  ("PHONES") whose
market  value is derived from the market  value of America  Online  common stock
plus a fluctuating  premium.  The evaluated bid price is determined by a pricing
service  approved by the Fund's board of directors and  marked-to-market  daily.
The related appreciation or depreciation is presented in the Statement of Assets
and Liabilities and any realized gain or loss incurred by the Fund upon the sale
or maturity of the PHONES will be presented in the Statement of Operations.

D. 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.  Discounts and premiums on debt securities purchased are amortized over
the life of the respective  security as adjustments to interest income.  Cost is
determined on the specific  identification basis. The 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 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.

E. FEDERAL AND STATE TAXES -- The Fund has  complied,  and  continues to comply,
with the  provisions  of the  Internal  Revenue  Code  applicable  to  regulated
investment  companies and,  accordingly,  has made or intends to make sufficient
distributions  of net investment  income and net realized capital gains, if any,
to relieve it from all federal and state income taxes and federal  excise taxes.
Dynamics Fund incurred and elected to defer post-October 31 net foreign currency
losses of $994 to the year ended July 31, 1999.

To the extent  future  capital gains are offset by capital loss  carryovers  and
deferred  post-October  31  losses,  such  gains  will  not  be  distributed  to
shareholders.

Dividends paid by the Fund from net investment  income and  distributions of net
realized short-term capital gains are, for federal income tax purposes,  taxable
as ordinary income to shareholders.

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.

F. 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,  market discounts,  amortized premiums,  nontaxable dividends, net
operating losses and expired capital loss carryforwards.
<PAGE>
For the period ended April 30,  1999,  the effects of such  differences
were as follows:

                                                       ACCUMULATED
                                     ACCUMULATED     UNDISTRIBUTED
                                   UNDISTRIBUTED      NET REALIZED
                                             NET           GAIN ON
                                      INVESTMENT        INVESTMENT
FUND                                      INCOME        SECURITIES
- -------------------------------------------------------------------
Dynamics Fund                         $5,863,064       $(5,863,064)
INVESCO Endeavor Fund                          0                 0
Growth and Income Fund                    70,390           (70,390)

Net investment income (loss), net realized gains, paid-in capital and net assets
were not affected.

G. FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund enters into short-term forward
foreign  currency  contracts in  connection  with planned  purchases or sales of
securities as a hedge against fluctuations in foreign exchange rates pending the
settlement of transactions  in foreign  securities.  A forward foreign  currency
contract is an agreement  between  contracting  parties to exchange an amount of
currency  at some  future  time at an agreed  upon  rate.  These  contracts  are
marked-to-market  daily and the  related  appreciation  or  depreciation  of the
contracts is presented in the Statement of Assets and Liabilities.  Any realized
gain or loss incurred by the Fund upon the sale of securities is included in the
Statement of Operations.

H. EXPENSES -- Each of the Funds bears  expenses  incurred  specifically  on its
behalf and, in addition, each Fund bears a portion of general expenses, based on
the relative net assets of each Fund.

Under an  agreement  between  each Fund and the Fund's  Custodian,  agreed  upon
Custodian Fees and Expenses are reduced by credits granted by the Custodian from
any  temporarily  uninvested  cash.  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.

NOTE 2 -- INVESTMENT  ADVISORY AND OTHER  AGREEMENTS.  INVESCO Funds Group, Inc.
("IFG")  serves  as the  Funds'  investment  adviser.  As  compensation  for its
services to the Funds, IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid monthly.  The fee is based on the annual
rate of each Fund's average net assets as follows:
<TABLE>
<CAPTION>
                               AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------------
<S>        <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
                                      $500     $700       $1       $2       $4       $6
          $0 TO    $0 TO  $350 TO  MILLION  MILLION  BILLION  BILLION  BILLION  BILLION     OVER
           $350     $500     $700    TO $1    TO $2    TO $2    TO $4    TO $6    TO $8       $8
FUND    MILLION  MILLION  MILLION  BILLION  BILLION  BILLION  BILLION  BILLION  BILLION  BILLION
- --------------------------------------------------------------------------------------------------
Dynamics
  Fund    0.60%      --     0.55%      --     0.50%      --     0.45%*   0.40%*  0.375%*   0.35%*
INVESCO
  Endeavor
  Fund~     --    0.75%       --    0.65%      --      0.55%    0.45%    0.40%   0.375%    0.35%
Growth &
  Income
  Fund~     --    0.75%       --    0.65%      --      0.55%    0.45%    0.40%   0.375%    0.35%
</TABLE>

~ Prior to May 13, 1999, the  investment  advisory fee was computed at an annual
rate of 0.75% of each Fund's  average net assets.  Effective  May 13, 1999,  the
investment advisory fee is contractual and is computed at the above rates.

* These additional  contractual  breakpoints  became effective May 13, 1999, for
Dynamics Fund.
<PAGE>
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 April 30,
1999,  Dynamics,   INVESCO  Endeavor  and  Growth  &  Income  Funds  paid  the
Distributor  $3,480,792,  $53,683 and $58,522,  respectively,  under the plan of
distribution.

IFG receives a transfer agent fee from each Fund 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 paid 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.  Effective  May 13, 1999,  each Fund
pays IFG an annual fee of  $10,000,  plus an  additional  amount  computed at an
annual rate of 0.045% of average net assets.

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
April 30,  1999,  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                        $2,047,869,006   $1,779,417,631
INVESCO Endeavor Fund                   103,332,606       54,990,480
Growth & Income Fund                     84,122,761       42,573,393

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

NOTE  4  --  APPRECIATION  AND  DEPRECIATION.  At  April  30,  1999,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:

                              GROSS           GROSS              NET
FUND                   APPRECIATION    DEPRECIATION     APPRECIATION
- -------------------------------------------------------------------------------
Dynamics Fund          $548,868,684     $20,988,945     $527,879,739
INVESCO Endeavor Fund    16,747,497       1,377,760       15,369,737
Growth & Income Fund      6,985,353         978,790        6,006,563

NOTE 5 -- TRANSACTIONS WITH AFFILIATES. Certain of the Funds'  officers  and
directors are also officers and directors of IFG or IDI.

The Funds have adopted an unfunded  defined benefit deferred  compensation  plan
covering  all  independent  directors  of the Funds  who will have  served as an
independent director for at least five years at the time of retirement. Benefits
under  this  plan are  based on an  annual  rate  equal to 50% of the sum of the
retainer fee at the time of retirement plus the annual meeting fee.
<PAGE>
Pension  expenses for the period ended April 30,  1999,  included in  Directors'
Fees and Expenses in the Statement of Operations,  and unfunded  accrued pension
costs and pension  liability  included in Prepaid Expenses and Accrued Expenses,
respectively, in the Statement of Assets and Liabilities were as follows:

                                            UNFUNDED
                            PENSION          ACCRUED       PENSION
FUND                       EXPENSES    PENSION COSTS     LIABILITY
- ----------------------------------------------------------------------
Dynamics Fund               $23,756          $37,426       $97,789
Growth & Income Fund            192              491           678

Pension  expenses,  unfunded accrued pension costs and pension  liabilities were
insignificant for the period ended April 30, 1999 for INVESCO Endeavor Fund.

The independent directors have contributed to a deferred fee agreement, 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  may be  invested  in the  shares  of  any of the  INVESCO  or
Treasurer's Series Funds, Inc.

NOTE 6 -- LINE OF CREDIT.  Each Fund has  available a Redemption  Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum  of 10% of the Net  Assets at Value of each  respective
Fund.  Each Fund agrees to pay annual fees and interest on the unpaid  principal
balance based on prevailing  market rates as defined in the agreement.  At April
30, 1999, there were no such borrowings.

          ------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial  position of Dynamics Fund,  INVESCO Endeavor
Fund and  Growth  & Income  Fund  (constituting  INVESCO  Stock  Funds,  Inc.,
formerly known as INVESCO Equity Funds, Inc. which was formerly known as INVESCO
Capital  Appreciation Funds, Inc., hereafter referred to as the "Fund") at April
30,  1999,  the  results  of each of their  operations  for each of the  periods
indicated,  the  changes  in each of their net  assets  for each of the  periods
indicated and the financial  highlights  for each of the periods  indicated,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these financial  statements in accordance with generally
accepted auditing  standards which require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  April  30,  1999  by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

PricewaterhouseCoopers LLP

Denver, Colorado
June 4, 1999
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------
Dynamics Fund
(For A Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
  YEAR ENDED APRIL 30
- -------------------------------------------------------------------------------------
<S>                                     <C>        <C>      <C>       <C>       <C>
                                        1999      1998      1997      1996      1995
PER SHARE DATA
Net Asset Value-Beginning of Period   $16.41    $12.02    $13.61    $11.38    $10.15
=====================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)         0.00     (0.05)    (0.04)     0.02      0.03
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)        3.04      6.39     (0.19)     3.94      1.34
======================================================================================
TOTAL FROM INVESTMENT OPERATIONS        3.04      6.34     (0.23)     3.96      1.37
======================================================================================
LESS DISTRIBUTIONS
Dividends from Net Investment Income(b) 0.00      0.00      0.00      0.02      0.03
Distributions from Capital Gains        1.30      1.95      1.36      1.71      0.11
======================================================================================
TOTAL DISTRIBUTIONS                     1.30      1.95      1.36      1.73      0.14
======================================================================================
Net Asset Value-- End of Period       $18.15    $16.41    $12.02    $13.61    $11.38
======================================================================================

TOTAL RETURN                           20.83%    56.42%   (2.34%)    36.32%    13.57%

RATIOS
Net Assets-- End of
  Period ($000 Omitted)          $2,044,321 $1,340,299  $762,396   $778,416 $421,600
Ratio of Expenses to
  Average Net Assets               1.05%(c)   1.08%(c)  1.16%(c)   1.14%(c) 1.20%(d)
Ratio of Net Investment Income
  (Loss) to Average Net Assets      (0.41%)    (0.43%)   (0.31%)      0.16% 0.33%(d)
Portfolio Turnover Rate               129%       178%      204%        196%     176%
</TABLE>

(a)Net Investment  Income (Loss) aggregated less than $0.01 on a per share basis
   for the year ended April 30, 1999.

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

(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
- --------------------
INVESCO Endeavor Fund
(For A Fund Share Outstanding Throughout Each Period)
                                                                 PERIOD ENDED
                                                                     APRIL 30
- -------------------------------------------------------------------------------
                                                                       1999(a)
PER SHARE DATA
Net Asset Value-- Beginning of Period                                  $10.00
===============================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss                                                     (0.03)
Net Gains on Securities (Both Realized and Unrealized)                   6.35
===============================================================================
TOTAL FROM INVESTMENT OPERATIONS                                         6.32
===============================================================================
Net Asset Value-- End of Period                                        $16.32
===============================================================================

TOTAL RETURN                                                           63.20%(b)

RATIOS
Net Assets -- End of Period ($000 Omitted)                            $72,592
Ratio of Expenses to Average Net Assets(c)                              1.43%(d)
Ratio of Net Investment Loss to Average Net Assets                    (0.55%)(d)
Portfolio Turnover Rate                                                  107%(b)


(a)From October 28, 1998,  commencement of investment operations,
   to April 30, 1999.

(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)Annualized



<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------
Growth & Income Fund
(For A Fund Share Outstanding Throughout Each Period)
                                                                PERIOD ENDED
                                                                     APRIL 30
- -------------------------------------------------------------------------------
                                                                       1999(a)
PER SHARE DATA
Net Asset Value-- Beginning of Period                                  $10.00
===============================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Loss (b)                                                  0.00
Net Gains on Securities (Both Realized and Unrealized)                   5.22
===============================================================================
TOTAL FROM INVESTMENT OPERATIONS                                         5.22
===============================================================================
LESS DISTRIBUTIONS
Distributions from Capital Gains                                         0.68
===============================================================================
Net Asset Value-- End of Period                                        $14.54
===============================================================================

TOTAL RETURN                                                          53.07%(c)

RATIOS
Net Assets -- End of Period ($000 Omitted)                            $53,994
Ratio of Expenses to Average Net Assets(d)(e)                          1.52%(f)
Ratio of Net Investment Loss to Average Net Assets(e)                (0.25%)(f)
Portfolio Turnover Rate                                                 121%(c)

(a)From July 1, 1998, commencement of investment operations, to April 30, 1999.

(b)Net Investment  Loss  aggregated less than $0.01 on a per share basis for the
   period ended April 30, 1999.

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

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

(e)Various expenses of the Fund were voluntarily  absorbed by IFG for the period
   ended April 30, 1999.  If such  expenses had not been  voluntarily  absorbed,
   ratio of expenses to average  net assets  would have been 1.71%  (annulaized)
   and the ratio of net  investment  loss to average net assets  would have been
   (0.44%) (annualized).

(f)Annualized
<PAGE>
OTHER INFORMATION
- -----------------
UNAUDITED

On May 20, 1999, a special meeting of the  shareholders of each Fund was held at
which  the ten  directors  identified  below  were  elected.  The  selection  of
PricewaterhouseCoopers  LLP as  independent  accountants  (Proposal  1) and  the
approval of changes to the fundamental investment  restrictions identified below
(Proposal 2) were ratified. The following is a report of the votes cast:
                                                        WITHHELD/
NOMINEE/PROPOSAL                      FOR     AGAINST     ABSTAIN         TOTAL
- -------------------------------------------------------------------------------
DYNAMICS FUND
Charles W. Brady               54,672,304           0   5,473,211    60,145,515
Fred A. Deering                54,667,065           0   5,478,450    60,145,515
Mark H. Williamson             54,688,140           0   5,457,375    60,145,515
Dr. Victor L. Andrews          54,673,560           0   5,471,955    60,145,515
Bob R. Baker                   54,702,313           0   5,443,202    60,145,515
Lawrence H. Budner             54,691,041           0   5,454,474    60,145,515
Dr. Wendy Lee Gramm            54,718,191           0   5,427,324    60,145,515
Kenneth T. King                54,649,126           0   5,496,389    60,145,515
John W. McIntyre               54,677,189           0   5,468,326    60,145,515
Dr. Larry Soll                 54,726,593           0   5,418,922    60,145,515

Proposal 1                     56,514,522     315,244   3,315,747    60,145,513

Proposal 2
Modification of Fundamental
  Investment Restrictions on:
a --Issuer diversification     50,603,362   1,484,717   8,057,436    60,145,515
b --Industry concentration
  and adoption of non-
  fundamental restriction
  on classification of domestic
  and foreign banking          50,609,220   1,478,859   8,057,436    60,145,515
c --Underwriting securities    50,612,003   1,476,076   8,057,436    60,145,515
d --Borrowing and adoption
  of non-fundamental
  restriction on borrowing     50,602,089   1,485,990   8,057,436    60,145,515
e --Preference shares and
  funded debt                  50,601,646   1,486,433   8,057,436    60,145,515
f --Loans                      50,596,104   1,491,975   8,057,436    60,145,515
g --Investing in real estate
  and commodities              50,597,879   1,490,200   8,057,436    60,145,515
h --Investing in another
  investment company and
  adoption of non-fundamental
  restriction on investing in
  another investment company   50,603,274   1,484,805   8,057,436    60,145,515
<PAGE>
OTHER INFORMATION (CONTINUED)
- -----------------------------
                                                        WITHHELD/
NOMINEE/PROPOSAL                      FOR     AGAINST     ABSTAIN         TOTAL
- -------------------------------------------------------------------------------
Dynamics Fund (Continued)
Elimination of Fundamental
  Investment Restrictions on:
i --  Short sales and margin
  purchases and adoption of
  non-fundamental restriction
  on short sales and margin
  purchases                    50,604,039   1,484,040   8,057,436    60,145,515
j -- Investing in companies for
  the purpose of exercising
  control or management        50,600,871   1,487,208   8,057,436    60,145,515
k -- Investing in securities that
  are illiquid or not readily
  marketable and adoption of
  non-fundamental restriction
  on investing in illiquid
  securities                   50,598,709   1,489,370   8,057,436    60,145,515
l -- Purchase of securities of
  issuers owned by directors and
  officers of the Funds or their
  investment adviser           50,598,422   1,489,657   8,057,436    60,145,515

INVESCO Endeavor Fund
Charles W. Brady                2,265,136           0      53,587     2,318,723
Fred A. Deering                 2,265,265           0      53,458     2,318,723
Mark H. Williamson              2,265,344           0      53,379     2,318,723
Dr. Victor L. Andrews           2,259,411           0      59,312     2,318,723
Bob R. Baker                    2,266,009           0      52,714     2,318,723
Lawrence H. Budner              2,265,833           0      52,890     2,318,723
Dr. Wendy Lee Gramm             2,259,352           0      59,371     2,318,723
Kenneth T. King                 2,265,558           0      53,165     2,318,723
John W. McIntyre                2,265,750           0      52,973     2,318,723
Dr. Larry Soll                  2,259,460           0      59,263     2,318,723

Proposal 1                      2,227,725      11,953      79,044     2,318,722

Proposal 2
Modification of Fundamental
  Investment Restrictions on:
a --Issuer diversification      1,778,591      74,530     465,602     2,318,723
b --Industry concentration
  and adoption of non-
  fundamental restriction
  on classification of domestic
  and foreign banking           1,778,591      74,530     465,602     2,318,723
c --Underwriting securities     1,778,591      74,530     465,602     2,318,723
<PAGE>
OTHER INFORMATION (CONTINUED)
- -----------------------------
                                                        WITHHELD/
NOMINEE/PROPOSAL                      FOR     AGAINST     ABSTAIN         TOTAL
- -------------------------------------------------------------------------------
INVESCO Endeavor Fund (CONTINUED)
d -- Borrowing and adoption
  of non-fundamental
  restriction on borrowing      1,778,591      74,530     465,602     2,318,723
e --Preference shares and
  funded debt                   1,778,591      74,530     465,602     2,318,723
f --Loans                       1,778,591      74,530     465,602     2,318,723
g --Investing in real estate
  and commodities               1,778,491      74,630     465,602     2,318,723
h --Investing in another
  investment company and
  adoption of non-fundamental
  restriction on investing in
  another investment company    1,778,591      74,530     465,602     2,318,723
Elimination of Fundamental
  Investment Restrictions on:
i --  Short  sales  and  margin
  purchases  and  adoption  of
  non-fundamental restriction
  on short sales and margin
  purchases                     1,778,491      74,630     465,602     2,318,723
j --Investing in companies for
  the purpose of exercising
  control or management         1,778,591      74,530     465,602     2,318,723
k -- Investing in securities that
  are illiquid or not readily
  marketable and adoption of
  non-fundamental restriction
  on investing in illiquid
  securities                    1,778,491      74,630     465,602     2,318,723
l --Purchase of securities of
  issuers owned by directors and
  officers of the Funds or their
  investment adviser            1,778,591      74,530     465,602     2,318,723

Growth & Income Fund
Charles W. Brady                2,055,985           0     107,109     2,163,094
Fred A. Deering                 2,057,153           0     105,941     2,163,094
Mark H. Williamson              2,057,048           0     106,046     2,163,094
Dr. Victor L. Andrews           2,056,509           0     106,585     2,163,094
Bob R. Baker                    2,057,611           0     105,483     2,163,094
Lawrence H. Budner              2,057,046           0     106,048     2,163,094
Dr. Wendy Lee Gramm             2,056,938           0     106,156     2,163,094
Kenneth T. King                 2,056,773           0     106,321     2,163,094
John W. McIntyre                2,057,753           0     105,341     2,163,094
Dr. Larry Soll                  2,058,305           0     104,789     2,163,094
<PAGE>
OTHER INFORMATION (CONTINUED)
- -----------------------------
                                                        WITHHELD/
NOMINEE/PROPOSAL                      FOR     AGAINST     ABSTAIN         TOTAL
- -------------------------------------------------------------------------------
Growth & Income Fund (Continued)
Proposal 1                      2,085,205      19,582      58,305     2,163,092

Proposal 2
Modification of Fundamental
  Investment Restrictions on:
a --Issuer diversification      1,636,280     107,548     419,266     2,163,094
b --Industry concentration
  and adoption of non-
  fundamental restriction
  on classification of domestic
  and foreign banking           1,636,280     107,548     419,266     2,163,094
c --Underwriting securities     1,636,280     107,548     419,266     2,163,094
d --Borrowing and adoption
  of non-fundamental
  restriction on borrowing      1,636,280     107,548     419,266     2,163,094
e --Preference shares and
  funded debt                   1,633,525     110,303     419,266     2,163,094
f --Loans                       1,636,280     107,548     419,266     2,163,094
g --Investing in real estate
  and commodities               1,636,231     107,597     419,266     2,163,094
h --Investing in another
  investment company and
  adoption of non-fundamental
  restriction on investing in
  another investment company    1,636,280     107,548     419,266     2,163,094
Elimination of Fundamental
  Investment Restrictions on:
i --  Short  sales  and  margin
  purchases  and  adoption  of
  non-fundamental restriction
  on short sales and margin
  purchases                     1,636,280     107,548     419,266     2,163,094
j --Investing in companies for
  the purpose of exercising
  control or management         1,636,280     107,548     419,266     2,163,094
k -- Investing in securities that
  are illiquid or not readily
  marketable and adoption of
  non-fundamental restriction
  on investing in illiquid
  securities                    1,636,280     107,548     419,266     2,163,094
l --Purchase of securities of
  issuers owned by directors and
  officers of the Funds or their
  investment adviser            1,636,280     107,548     419,266     2,163,094

<PAGE>

YEAR 2000 COMPUTER ISSUE.

Many computer systems in use today may not be able to recognize any date after
December 31, 1999.  If these systems are not fixed by that date, it is possible
that they could generate erroneous information or fail altogether.  INVESCO has
committed substantial resources in an effort to make sure that its own major
computer systems will continue to function on and after January 1, 2000.  Of
course, INVESCO cannot fix systems that are beyond its control.  If INVESCO's
own systems, or the systems of third parties upon which it relies, do not
perform properly after December 31, 1999, the Funds could be adversely affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer failures affecting portfolio investments or
trading of securities beginning January 1, 2000.  For example, improperly
functioning computer systems could result in securities trade settlement
problems and liquidity issues, production issues for individual companies and
overall economic uncertainties.  Individual issuers may incur increased costs
in making their own systems
Year 2000 compliant.  The combination of market uncertainty and increased costs
means that there is a possibility that Year 2000 computer issues may adversely
affect the Funds' investments.  At this time, it is generally believed that
foreign issuers, particularly those in emerging and other markets, may be more
vulnerable to Year 2000 problems than will be issuers in the U.S.

<PAGE>

                          INVESCO Family Of Funds
                                                                     Newspaper
Fund Name               Fund Code          Ticker Symbol            Abbreviation
- --------------------------------------------------------------------------------
INTERNATIONAL
International Blue Chip    09                IIBCX                    ItlBlChp
Pacific Basin              54                FPBSX                    PcBas
European                   56                FEURX                    Europ
Latin American Growth      34                IVSLX                    LtnAmerGr
- --------------------------------------------------------------------------------
SECTOR
Energy                     50                FSTEX                    Enrgy
Financial Services         57                FSFSX                    FinSvc
Gold                       51                FGLDX                    Gold
Health Sciences            52                FHLSX                    HlthSc
Leisure                    53                FLISX                    Leisur
Realty                     42                IVSRX                    Realty
Technology-Class II        55                FTCHX                    Tech
Utilities                  58                FSTUX                    Util
Worldwide Communications   39                ISWCX                    WldCom
- --------------------------------------------------------------------------------
STOCK
Growth & Income            21                IVGIX                    Gro&Inc
INVESCO Endeavor           61                IVENX                    Endeavor
Blue Chip Growth           10                FLRFX                    BlChpGro
Dynamics                   20                FIDYX                    Dynm
Small Company Growth       60                FIEGX                    SmCoGth
Value Equity               46                FSEQX                    ValEq
S&P 500 Index Fund
  - Class II               23                ISPIX                    SP500II
- --------------------------------------------------------------------------------
COMBINATION STOCK & BOND
Industrial Income          15                FIIIX                    IndInc
Total Return               48                FSFLX                    TotRtn
Balanced                   71                IMABX                    Bal
- --------------------------------------------------------------------------------
BOND
U.S. Government Securities 32                FBDGX                    USGvt
Select Income              30                FBDSX                    SelInc
High Yield                 31                FHYPX                    HiYld
- --------------------------------------------------------------------------------
TAX-EXEMPT
Tax-Free Bond              35                FTIFX                    TxFre
- --------------------------------------------------------------------------------
MONEY MARKET
U.S. Government Money Fund 44                FUGXX                    InvGvtMF
Cash Reserves              25                FDSXX                    InvCshR
Tax-Free Money Fund        40                FFRXX                    InvTaxFree
Money Market Reserve       96                IMRXX                    INVESCOMMR
Tax-Exempt Reserve         95                ITTXX                    INVESCOTTE



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>

                                 [INVESCO Icon]
                                    INVESCO

                                   YOU SHOULD
                                KNOW WHAT
                                  INVESCO KNOWS (TM)















We're easy to stay in touch with:

Investor Services: 1-800-525-8085
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On the World Wide Web: www.invesco.com

In Denver, visit one of our convenient Investor Centers:
Cherry Creek, 3003 East Third Avenue, Suite 1
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INVESCO Distributors, Inc.,(SM) Distributor
Post Office Box 173706
Denver, CO 80217-3706

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


AEQ 9011 5/99


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