INVESCO STOCK FUNDS INC
497, 1999-07-27
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                            INVESCO STOCK FUNDS, INC.
                          INVESCO BLUE CHIP GROWTH FUND


                  Supplement to Prospectus Dated July 16, 1999


Pursuant to a shareholder  vote,  INVESCO Blue Chip Growth Fund (the "Fund") was
reorganized into a new series of INVESCO Stock Funds, Inc. (the "Company").  The
reorganization was completed July 16, 1999. To the extent applicable, the Fund's
Prospectus is revised to reflect this  reorganization and the July 16, 1999 date
of the Fund's Prospectus.

The following specific changes are made to the Fund's printed Prospectus:

The  section  of  the  Fund's   Prospectus   entitled   "Essential   Information
- -Organization and Management:  is amended to (1) delete the second paragraph and
(2) substitute the following in its place:

      The  Fund's  investments  are  selected  by Trent E. May and  co-portfolio
      manager Douglas J. McEldowney.

The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is amended
to (1) delete the Annual Fund  Operating  Expenses  table and (2) substitute the
following in its place:

      ANNUAL FUND OPERATING EXPENSES
      (as a percentage of average net assets)
      Management Fee                                 0.56%
      12b-1 Fees                                     0.25%
      Other Expenses (1)                             0.23%
                                                     -----
      Total Fund Operating Expenses (1)              1.04%
                                                     =====

      (1) It should be noted that the Fund's  actual  total  operating  expenses
      were lower than the  figures  shown,  because  the  Fund's  custodian  and
      transfer  agency fees were  reduced  under  expense  offset  arrangements.
      However, as a result of a SEC requirement,  the figures shown above do not
      reflect  these  reductions.  In comparing  expenses for  different  years,
      please note that the Ratios of Expenses to Average Net Assets  shown under
      "Financial  Highlights"  do reflect  reductions  for periods  prior to the
      fiscal year ended July 31, 1996. See "The Fund And Its Management."

The section of the Fund's  Prospectus  entitled "Annual Fund Expenses - Example"
is amended to (1) delete the first paragraph and (2) substitute the following in
its place:

      A shareholder would pay the following expenses on a $10,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the Fund's  assets,  and are deducted  from the amount of income
      available for distribution to shareholders; they are not deducted from the
      amount of income available for distributions to shareholders; they are not
      charged directly to shareholder accounts.)

           1 Year            3 Years           5 Years           10 Years
           ------            -------           -------           --------
           $109              $340              $590              $1,306

<PAGE>
The section of the Fund's Prospectus entitled "Financial  Highlights" is amended
to (1)  delete  the first  paragraph  in its  entirety  and (2)  substitute  the
following paragraph in its place:

      The following  information for each of the ten years ended August 31, 1998
      has  been   audited  by   PricewaterhouseCoopers   LLP,   as   independent
      accountants.  This  information  should  be read in  conjunction  with the
      audited  financial  statements and the Report of  Independent  Accountants
      thereon appearing in the Fund's 1998 Annual Report to Shareholders and the
      unaudited  financial  statements  and  accompanying  notes  in the  Fund's
      Semi-Annual Report to Shareholders for the six-month period ended February
      28,  1999,  which are  incorporated  by  reference  into the  Statement of
      Additional  Information,  both of which are  available  without  charge by
      contacting  IDI at the  address or  telephone  number on the back cover of
      this Prospectus.  The Annual Report also contains more  information  about
      the Fund's performance.

The section in the Fund's Prospectus entitled "Financial  Highlights" is amended
to insert the following column on the left-hand side:

                                                    Six Months
                                                       Ended
                                                February 28, 1999
                                                -----------------
                                                     Unaudited


       PER SHARE DATA
       Net Asset Value -Beginning of Period                $5.15
                                                  ---------------

       INCOME FORM INVESTMENT OPERATIONS
       Net Investment Income#                               0.00
       Net Gains or (Losses) on Securities
           (Both Realized and Unrealized)                   1.88
                                                  ---------------
       TOTAL FROM INVESTMENT OPERATIONS                     1.88
                                                  ---------------

       LESS DISTRIBUTIONS
       Dividends from Net Investment Income+               0.00
       Distributions from Capital Gains                     0.51
                                                  ---------------
       TOTAL DISTRIBUTIONS                                  0.51
                                                  ---------------

       Net Asset Value - End of Period                     $6.52
                                                  ---------------

      TOTAL RETURN                                         37.22%!

      RATIOS
      Net Assets --- End of Period ($000 Omitted)     $1,166,083
      Ratio of Expenses to Average Net Assets               0.51%!*
      Ratio of Net Investment Income to Average
        Net Assets#                                         0.04%!
      Portfolio Turnover Rate                                 71%!

<PAGE>
The  table  of  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  amended  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

       # Net Investment  Income  aggregated less than $0.01 on a per share basis
         for the six months ended February 28, 1999.
       ! Based on  operations  for the period shown and  accordingly,  are
         not representative of a full year.
       * Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
         Investment Adviser, which is before any expense offset arrangements.
       + Distributions  in  excess  of net  investment  income  for the year end
         August 31, 1995 aggregated less than $0.01 on a per share basis

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Rule 144A  Securities"  is amended to (1) delete the section in its entirety and
(2) substitute the following in its place:

      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.

      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Securities  Lending" is amended to (1) delete the first  sentence of the section
and (2) substitute the following in its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Futures And  Options" is amended to (1) delete the section in its  entirety  and
(2) substitute the following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to  manage  the risk of its  investments or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward  contracts,   swaps,   caps,   floors,   and  collars
      (collectively  "Financial  Instruments").   For  descriptions  and  other
      information on these Financial  Instruments  and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments may be used in an  attempt  to  manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that  can  cause  fluctuations  in its net  asset  value. The Fund may use
      Financial  Instruments  to increase or  decrease  its exposure to changing
      securities  prices,  interest  rates,  currency  exchange rates  or  other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments  sometimes  referred  to  as  derivatives,  such  as  indexed
      securities, mortgage-backed and other asset-backed securities, and
      stripped interest and principal of debt.
<PAGE>
      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions, regulatory limits and tax  considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any strategy using a Financial Instrument will fully achieve its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  (other than those related to foreign  currency) if the Fund is
      authorized to take a position in the type of asset to which the return on,
      or value of, the Financial Instrument is primarily related. Therefore, for
      example,  if the Fund is  authorized  to  invest in a  particular  type of
      security  (such as an equity  security),  it could take a  position  in an
      option on an index relating to equity securities.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Investment  Restrictions"  is amended to (1) delete the section in its entirety,
and (2) substitute the following section in its place:

      INVESTMENT RESTRICTIONS.
      The  Fund  is  subject  to  a  variety  of  restrictions   regarding  the
      investments   that  are   identified   in  the   Statement  of  Additional
      Information. Certain of the Fund's investment restrictions are fundamental
      and may not be altered  without the  approval of the Fund's  shareholders.
      For  example,  with respect to 75% of its total  assets,  the Fund may not
      purchase the securities of any one issuer (other than securities issued or
      guaranteed   by  the  U.S.   government   or  any  of  its   agencies   or
      instrumentalities,  or  securities of other  investment  companies) if the
      purchase  would  cause the Fund to have  more than 5% of its total  assets
      invested in the issuer or to have more than 10% of the outstanding  voting
      securities  of that  issuer.  In  addition,  the Fund may not purchase the
      securities  of any issuer (other than  securities  issued or guaranteed by
      the  U.S.  government  or any  of its  agencies  or  instrumentalities  or
      municipal  securities) if, as a result,  more than 25% of the Fund's total
      assets would be invested in the  securities of companies  whose  principal
      business   activities  are  in  the  same  industry.   Other   fundamental
      restrictions prohibit the Fund from lending more that 33 1/3% of its total
      assets to other parties and from  borrowing  money in an aggregate  amount
      exceeding 33 1/3% of its total assets.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

      The Company is a no-load mutual fund,  registered  with the Securities and
      Exchange  Commission as an open-end,  diversified,  management  investment
      company. It was incorporated on April 2, 1993, under the laws of Maryland.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the seventh  paragraph  and (2)  substitute  the following
paragraph in its place:

      DOUGLAS J. MCELDOWNEY, a Chartered Financial Analyst and Certified
      Public Accountant, has been co-portfolio manager of the Fund since
      April 1999.  Mr. McEldowney is also co-portfolio manager of INVESCO
      VIF--Blue Chip Growth Fund.  Mr. McEldowney is also a vice president
      of INVESCO Funds Group, Inc.  Mr. McEldowney was previously senior
      vice president and portfolio manager with Bank of America
      Investment Management, Inc.  (1994 to 1999), investment officer and
      portfolio manager with SunTrust Banks, Inc. (1992 to 1994), vice
      president of mergers and acquisitions with CNL Group, Inc. (1991 to
      1992) and financial consultant with Merrill Lynch & Company, Inc.
      (1984 to 1990).  Mr. McEldowney received a BBA in Finance from the
      University of Kentucky and an MBA in Finance from the Crummer
      Graduate School at Rollins College.
<PAGE>

The section of the Fund's  Prospectus  entitled "The Fund and Its Management" is
amended to add the following after the second sentence of the ninth paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% on the Fund's average net assets from $4 billion; 0.375% on
      the Fund's  average net assets  from $6  billion;  and 0.35% on the Fund's
      average net assets from $8 billion.

The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

      INVESCO no longer issues certificates. If you are selling shares
      previously issued in certificate form, you need to include the
      certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling are represented by stock  certificates,  the certificates must
      be sent to INVESCO before we can process your redemption.

The  section of the  Fund's  Prospectus  entitled  "Taxes,  Dividends  and Other
Distributions  Dividends and Other  Distributions"  is amended to (1) delete the
third  sentence of the first  paragraph and (2)  substitute the following in its
place:

      The Fund's policy is to distribute substantially all of this income,  less
      expenses,  to  shareholders on an annual basis,  at the  discretion of the
      Fund's board of directors.


The date of this Supplement is July 16, 1999

<PAGE>

                            INVESCO STOCK FUNDS, INC.
                        INVESCO SMALL COMPANY GROWTH FUND


                  Supplement to Prospectus Dated July 16, 1999


Pursuant to a shareholder  vote,  INVESCO Small Company Growth Fund (the "Fund")
was reorganized into a new series of INVESCO Stock Funds,  Inc. (the "Company").
The reorganization  was completed July 16, 1999. To the extent  applicable,  the
Fund's  Prospectus  is revised to reflect this  reorganization  and the July 16,
1999 date of the Fund's Prospectus.

The following specific changes are made to the Fund's printed Prospectus:

The cover  page of the  Fund's  Prospectus  is  amended  to (1) delete the first
sentence of the second paragraph and (2) substitute the following in its place:

      The  Fund is a  series  of  INVESCO  Stock  Funds,  Inc.  (formerly,
      INVESCO Equity Funds, Inc.,  formerly,  INVESCO Capital Appreciation
      Funds, Inc.) (the "Company"), a diversified,  managed no-load mutual
      fund  consisting  of  seven  separate   portfolios  of  investments.
      Additional funds may be offered in the future.

The section in the Fund's Prospectus  entitled "Annual Fund Expenses" is amended
to (1) delete the Annual Fund  Operating  Expenses  table and (2) substitute the
following in its place:

      ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
      Management Fee                                  0.75%
      12b-1 Fees                                      0.25%
      Other Expenses (1)                              0.59%
                                                      -----
      Total Fund Operating expenses (1)               1.59%
                                                      =====

      (1) It should be noted that the Fund's  actual  total  operating  expenses
      were lower than the  figures  shown,  because  the  Fund's  custodian  and
      transfer  agency fees were  reduced  under  expense  offset  arrangements.
      However, as a result of an SEC requirement, the figures shown above do not
      reflect  these  reductions.  In comparing  expenses for  different  years,
      please note that the Ratios of Expenses to Average Net Assets  shown under
      "Financial  Highlights"  do reflect  reductions  for periods  prior to the
      fiscal year ended May 31, 1996. See "The Fund And Its Management."

The section of the Fund's  Prospectus  entitled "Annual Fund Expenses - Example"
is amended to (1) delete the first paragraph and (2) substitute the following in
its place:

      A shareholder would pay the following expenses on a $10,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the Fund's  assets,  and are deducted  from the amount of income
      available for distribution to shareholders; they are not deducted from the
      amount of income available for distributions to shareholders; they are not
      charged directly to shareholder accounts.)

            1 Year            3 Years           5 Years           10 Years
            ------            -------           -------           --------
            $162              $502              $866              $1,889

<PAGE>

The section of the Fund's Prospectus entitled "Financial  Highlights" is amended
(1) delete the first  paragraph in its entirety and (2) substitute the following
paragraph in its place:

      The  following  information  for each of the five years ended May 31, 1998
      has  been   audited  by   PricewaterhouseCoopers   LLP,   as   independent
      accountants.  This  information  should  be read in  conjunction  with the
      audited  financial  statements and the Report of  Independent  Accountants
      thereon  appearing in the Fund's 1999 Annual Report to Shareholders  which
      is incorporated by reference into the Statement of Additional Information,
      both of which  are  available  without  charge  by  contacting  IDI at the
      address  or  telephone  number on the back cover of this  Prospectus.  The
      Annual Report also contains more information about the Fund's performance.

The section in the Fund's Prospectus entitled "Financial  Highlights" is amended
to insert the following column on the left-hand side:

                                                   Year-End
                                                     Ended
                                                  May 31, 1999
                                                  ------------
       PER SHARE DATA
       Net Asset Value -Beginning of Period          $11.90
                                                 ---------------
       INCOME FORM INVESTMENT OPERATIONS
       Net Investment Income                           0.00
       Net Gains or (Losses) on Securities
           (Both Realized and Unrealized)              1.35
                                                  ---------------
       TOTAL FROM INVESTMENT OPERATIONS                1.35
                                                  ---------------

       LESS DISTRIBUTIONS
       Dividends from Net Investment Income           0.00
       In Excess of Net Investment Income
       Distributions from Capital Gains                1.17
                                                  ---------------
       Total Distributions                             1.17
                                                  ---------------

       Net Asset Value - End of Period               $12.08
                                                  ---------------

      TOTAL RETURN                                    12.91%*

      RATIOS
      Net Assets--End of Period ($000 Omitted)     $318,109
      Ratio of Expenses to Average Net Assets#         1.51%@#
      Ratio of Net Investment Income to Average
        Net Assets#                                  (0.58)%@
      Portfolio Turnover Rate                           203%*

<PAGE>

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  amended  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

       ^ From December 27, 1991,  commencement of investment operations,  to May
         31, 1992.
       * Based on  operations  for the period shown and  accordingly,  are
         not representative of a full year.
       # Various  expenses of the Fund were  voluntarily  absorbed by INVESO for
         the years  ended May 31,  1997 and 1995.  If such  expenses  had not be
         voluntarily  absorbed,  ratio of expenses  to average net assets  would
         have been 1.54% and 1.52%,  respectively,  and ratio of net  investment
         income  (loss) to average net assets  would have been (0.57%) and 0.38%
         respectively.
       @ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
         Investment Adviser, which is before any expense offset arrangements.
       ~ Annualized

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Rule 144A  Securities"  is amended to (1) delete the section in its entirety and
(2) substitute the following in its place:

      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.

      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Delayed  Delivery Or When-Issued  Securities" is amended to (1) delete the first
sentence of the section and (2) substitute the following its place:

      The  Fund  may  purchase  or  sell   securities   on  a   when-issued   or
      delayed-delivery  basis - that is,  with  settlement  taking  place in the
      future.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Securities  Lending" is amended to (1) delete the first  sentence of the section
and (2) substitute the following in its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.
<PAGE>
The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Put And Call  Options" is amended to (1) delete the section in its  entirety and
(2) substitute the following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to  manage  the risk of its investments  or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward  contracts,   swaps,   caps,   floors,   and  collars
      (collectively  "Financial  Instruments").   For  descriptions  and  other
      information on these Financial  Instruments  and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments may be used in an  attempt  to  manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that  can  cause  fluctuations  in its net  asset value.  The Fund may use
      Financial  Instruments  to increase or  decrease its  exposure to changing
      securities  prices,  interest  rates,  currency exchange  rates  or  other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments   sometimes  referred  to  as  derivatives,  such  as  indexed
      securities, mortgage-backed and other asset-backed securities, and
      stripped interest and principal of debt.

      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  (other than those related to foreign  currency) if the Fund is
      authorized to take a position in the type of asset to which the return on,
      or value of, the Financial Instrument is primarily related. Therefore, for
      example,  if the Fund is  authorized  to  invest in a  particular  type of
      security  (such as an equity  security),  it could take a  position  in an
      option on an index relating to equity securities.

The section of the Fund's Prospectus entitled  "Investment  Policies And Risks -
Investment  Restrictions"  is amended to (1) delete the section in its entirety,
and (2) substitute the following section in its place:

      INVESTMENT RESTRICTIONS.
      The  Fund  is  subject  to  a  variety  of  restrictions   regarding  the
      investments   that  are   identified   in  the   Statement  of  Additional
      Information. Certain of the Fund's investment restrictions are fundamental
      and may not be altered  without the  approval of the Fund's  shareholders.
      For  example,  with respect to 75% of its total  assets,  the Fund may not
      purchase the securities of any one issuer (other than securities issued or
      guaranteed   by  the  U.S.   government   or  any  of  its   agencies   or
      instrumentalities,  or  securities of other  investment  companies) if the
      purchase  would  cause the Fund to have  more than 5% of its total  assets
      invested in the issuer or to have more than 10% of the outstanding  voting
      securities  of that  issuer.  In  addition,  the Fund may not purchase the
      securities  of any issuer (other than  securities  issued or guaranteed by
      the  U.S.  government  or any  of its  agencies  or  instrumentalities  or
      municipal  securities) if, as a result,  more than 25% of the Fund's total
      assets would be invested in the  securities of companies  whose  principal
      business   activities  are  in  the  same  industry.   Other   fundamental
      restrictions prohibit the Fund from lending more that 33 1/3% of its total
      assets to other parties and from  borrowing  money in an aggregate  amount
      exceeding 33 1/3% of its total assets.
<PAGE>

The section of the Fund's  Prospectus  entitled "The Fund and Its Management" is
amended to add the following after the second sentence of the tenth paragraph:

         In  addition,   beginning  May  13,  1999,  the  following   additional
         contractual  breakpoints are in effect: 0.45% on the Fund's average net
         assets from $2 billion;  0.40% on the Fund's average net assets from $4
         billion;  0.375% on the Fund's average net assets from $6 billion;  and
         0.35% on the Fund's average net assets from $8 billion.

The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

         INVESCO  no  longer  issues  certificates.  If you are  selling  shares
         previously  issued  in  certificate  form,  you  need  to  include  the
         certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

         INVESCO no longer issues paper  certificates for shares.  If the shares
         you are selling are represented by stock certificates, the certificates
         must be sent to INVESCO before we can process your redemption.


The date of this Supplement is July 16, 1999
<PAGE>
                            INVESCO STOCK FUNDS, INC.
                           INVESCO S&P 500 INDEX FUND


                  Supplement to Prospectus Dated July 16, 1999


Pursuant to a  shareholder  vote,  INVESCO  S&P 500 Index Fund (the  "Fund") was
reorganized into a new series of INVESCO Stock Funds, Inc. (the "Company").  The
reorganization was completed July 16, 1999. To the extent applicable, the Fund's
Prospectus is revised to reflect this  reorganization and the July 16, 1999 date
of the Fund's Prospectus.

The following specific changes are made to the Fund's printed Prospectus:

The cover  page of the  Fund's  Prospectus  is  amended  to (1) delete the first
sentence of the second paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESO Stock Funds, Inc. (formerly, INVESCO Equity
      Funds,  Inc.,  formerly,  INVESCO Capital  Appreciation  Funds, Inc.) (the
      "Company"), a diversified, managed no-load mutual fund consisting of seven
      separate portfolios of investments. Separate prospectus are available upon
      request from INVESCO  Distributors,  Inc. for the  Company's  other funds:
      INVESCO Blue Chip Growth Fund,  INVESCO  Dynamics Fund,  INVESCO  Endeavor
      Fund,  INVESCO Growth & Income Fund, INVESCO Small Company Growth Fund and
      INVESCO Value Equity Fund.  Investors may purchase shares of any or all of
      the funds. Additional funds may be offered in the future.

The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is amended
to (1) delete the third paragraph,  the Annual Fund Operating Expenses Table and
footnote (2) to the table and (2) substitute the following in its place:

      We  calculate  annual  operating  expenses as a  percentage  of the Fund's
      average  annual  net  assets.  To  keep  expenses   competitive,   INVESCO
      reimburses  the Fund for certain  expenses in excess of 0.35% (0.30% prior
      to May 13,  1999) of  average  net assets  relating  to Class I shares and
      0.60%  (0.55%  prior to May 13,  1999) of average  net assets  relating to
      Class II shares.


                                               Class I           Class II
      ANNUAL FUND OPERATING EXPENSES
      (as a percentage of average net assets)
      Management Fee                           0.25%~            0.25%~
      12b-1 Fees                               None              0.25%~
      Other Expenses(1)(2)                     0.21%~            0.12%~
      Total Fund Operating Expenses(2)         0.46%~            0.62%~

      (2) Certain Fund  expenses  will be absorbed by INVESCO in order to ensure
      that  expenses  for the Fund will not exceed 0.35% (0.30% prior to May 13,
      1999) of  average  daily net assets  relating  to Class I shares and 0.60%
      (0.55%  prior to May 13,  1999) of average  daily net assets  relating  to
      Class II shares.  If such  expense  limits were not in effect,  the Fund's
      "Other  Expenses"  and  "Total  Fund  Operating  Expenses"  for the period
      December  23, 1997  (commencement  of  operations)  through July 31, 1998,
      would have been 2.26% and 2.51%,  respectively,  of Class I shares average
      net assets and 1.21% and 1.71%,  respectively,  of Class II shares average
      net assets.

      The remainder of the table and the  remainder of the footnotes are not
      affected by this change.

<PAGE>

The section of the Fund's Prospectus  entitled "Annual Fund Expenses - Example"
is amended to (1) delete the first paragraph and (2) substitute the following in
its place:

      A shareholder would pay the following expenses on a $10,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period. (Of course,  actual operating expenses are
      paid from the Fund's  assets,  and are deducted  from the amount of income
      available for distribution to shareholders;  they are not charged directly
      to shareholder accounts.)

                       1 Year          3 Years         5 Years        10 Years
          Class I      $47             $148            $258           $579
          Class II     $63             $199            $346           $774

The section of the Fund's Prospectus entitled "Financial  Highlights" is amended
to (1)  delete  the first  paragraph  in its  entirety  and (2)  substitute  the
following in its place:

      The following  information  for the period  December 23, 1997 through July
      31, 1998 has been audited by  PricewaterhouseCoopers  LLP, as  independent
      accountants;  the information  for the six-month  period ended January 31,
      1999 is unaudited. This information should be read in conjunction with the
      audited  financial  statements  and the  Report  of  Independent  Accounts
      thereon appearing in the Fund's 1998 Annual Report to Shareholders and the
      unaudited  financial  statements  and  accompanying  notes  in the  Fund's
      Semi-Annual  Report to Shareholders for the six-month period ended January
      31,  1999,  which are  incorporated  by  reference  into the  Statement of
      Additional  Information,  both of which are  available  without  charge by
      contacting  IDI at the  address or  telephone  number on the back cover of
      this Prospectus.  The Annual Report also contains more  information  about
      the Fund's Performance.
<PAGE>
The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights" is revised to insert the following columns on the left-hand side for
the respective Class:
                                            Class I             Class II
                                          Six Months            Six Months
                                             Ended                Ended
                                         January 31, 1999    January 31, 1999
                                         ----------------    ----------------
                                           Unaudited            Unaudited
                                            Class I              Class II
       PER SHARE DATA
       Net Asset Value-
         Beginning of Period                 $12.01               $12.14
                                         ------------------   -------------
       INCOME FORM INVESTMENT OPERATIONS
       Net Investment Income                   0.09                0.07
       Net Gains on Securities
         (Both Realized and Unrealized)        1.80                1.82
                                         ------------------   -------------
       TOTAL FROM INVESTMENT OPERATIONS        1.89                1.89
                                         ------------------   -------------
       LESS DISTRIBUTIONS
       Dividends from  Net
         Investment Income                     0.08                0.06
       Distributions from Capital Gains        0.05                0.05
                                         ------------------   -------------
       TOTAL DISTRIBUTIONS                     0.13                0.11
                                         ------------------   -------------
      Net Asset Value - End of Period        $13.77              $13.92
                                         ------------------  -------------

      TOTAL RETURN (b)                         15.82%(c)           15.65%(c)

      RATIOS
      Net Assets--End of Period
        ($000 Omitted)                         3,651               43,489
      Ratio of Expenses to Average Net
        Assets (c)(d)                          0.16%(c)            0.30%(c)
      Ratio of Net Investment Income
        to Average Net Assets (e)              0.77%(c)            0.61%(c)
      Portfolio Turnover Rate                     2%(c)               2%(c)

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  revised  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

      (a) From December 23, 1997, commencement of operations, to July 31, 1998
      (b) The  applicable redemption  fees are not  included in the Total
          Return calculation.
      (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,  if  applicable,  which is before  any  offset
          arrangement.
      (e) Various expenses of the Fund were voluntarily  absorbed by INVESCO for
          the six months ended  January 31, 1999 and for the year ended July 31,
          1998. If such  expenses had not been  voluntarily  absorbed,  ratio of
          expenses to average net assets would have been 0.75% (not
          annualized), and 2.51%,(annualized)  for Class I, respectively, and
          0.56% and 1.71% (annualized)  for Class II,  respectively. The ratio
          of net investment income(loss)   to  average  net  assets  would have
          been  0.18%  (not annualized),  and (0.09%)  annualized  for Class I,
          respectively, and 0.35% and 0.42% (annualized) for Class II,
          respectively.
      (f) Annualized
      (g) Portfolio Turnover Rate  calculated to less than 0.10% for the period
          ended July 31, 1998.
<PAGE>
The section of the Fund's  Prospectus  entitled  "Investment  Policies And Risks
Investment  Company  Securities"  is amended to (1) delete the sixth sentence of
the section and (2) substitute the following in its place:

      These  limitations  include,   among  others,  that,  subject  to  certain
      exceptions, no more than 10% of the Fund's total assets may be invested in
      securities of other investment  companies and no more than 5% of its total
      assets may be invested in the securities of any one investment company.

The section of the Fund's  Prospectus  entitled  "Investment  Policies And Risks
Securities  Lending" is amended to (1) delete the first  sentence of the section
and (2) substitute the following in its place:

      The Fund may seek to earn  additional  income by lending  securities  on a
      fully collateralized basis.

The section of the Fund's Prospectus  entitled "Investment  Policies And Risks-
Futures  Contracts  and  Options"  is amended  to (1) delete the  section in its
entirety and (2) substitute the following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to  attempt  to  manage  the risk of its  investments or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These financial  instruments  include  options,  futures
      contracts,   forward  contracts,   swaps,   caps,   floors,   and  collars
      (collectively  "Financial  Instruments").   For  descriptions  and  other
      information on these Financial  Instruments  and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments may be used in an  attempt  to  manage  the  Fund's
      foreign currency exposure as well as other risks of the Fund's investments
      that  can  cause  fluctuations  in its net  asset  value. The Fund may use
      Financial  Instruments  to increase or  decrease  its exposure to changing
      securities  prices,  interest  rates,  currency  exchange rates  or  other
      factors.  The  policies  in this  section  do not apply to other  types of
      instruments  sometimes  referred  to  as  derivatives,  such  as  indexed
      securities, mortgage-backed and other asset-backed securities, and
      stripped interest and principal of debt.

      The Fund's ability to use Financial  Instruments  may be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  if the Fund is  authorized  to take a position  in the type of
      asset to which the  return on, or value of, the  Financial  Instrument  is
      primarily related.  Therefore,  for example,  if the Fund is authorized to
      invest in a particular type of security (such as an equity  security),  it
      could  take a  position  in an  option  on an  index  relating  to  equity
      securities.
<PAGE>
The section of the Fund's  Prospectus  entitled  "Investment  Policies And Risks
Investment  Restrictions"  is amended to (1) delete the section in its  entirety
and (2) substitute the following section in its place:

      INVESTMENT RESTRICTIONS.
      The  Fund  is  subject  to  a  variety  of  restrictions  regarding  their
      investments   that  are   identified   in  the   Statement  of  Additional
      Information. Certain of the Fund's investment restrictions are fundamental
      and may not be altered  without the  approval of the Fund's  shareholders.
      For  example,  with respect to 75% of its total  assets,  the Fund may not
      purchase the securities of any one issuer (other than securities issued or
      guaranteed   by  the  U.S.   government   or  any  of  its   agencies   or
      instrumentalities,  or  securities of other  investment  companies) if the
      purchase  would  cause the Fund to have  more than 5% of its total  assets
      invested in the issuer or to hold more than 10% of the outstanding  voting
      securities  of that  issuer.  In  addition,  the Fund may not purchase the
      securities  of any issuer (other than  securities  issued or guaranteed by
      the  U.S.  government  or any  of its  agencies  or  instrumentalities  or
      municipal  securities) if, as a result,  more than 25% of the Fund's total
      assets would be invested in the  securities of companies  whose  principal
      business   activities  are  in  the  same  industry.   Other   fundamental
      restrictions prohibit the Fund from lending more that 33 1/3% of its total
      assets to other parties and from  borrowing  money in an aggregate  amount
      exceeding 33 1/3% of its total assets.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

      The Company is a no load mutual fund,  registered  with the Securities and
      Exchange  Commission as an open-end,  diversified,  management  investment
      company. It was incorporated on April 2, 1993, under the laws of Maryland.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the third  sentence of the  thirteenth  paragraph  and (2)
substitute the following in its place:

      Certain Fund  expenses are absorbed by INVESCO in order to ensure that the
      Fund's total  operating  expenses did not exceed 0.35% (0.30% prior to May
      13,  1999) for Class I shares and 0.60%  (0.55% prior to May 13, 1999) for
      Class II shares.  This  commitment  may be  changed at any time  following
      consultation with the board of directors.

The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling are represented by stock  certificates,  the certificates must
      be sent to INVESCO before we can process your redemption.


The date of this Supplement is July 16, 1999.
<PAGE>
                            INVESCO STOCK FUNDS, INC.
                            INVESCO VALUE EQUITY FUND


                     Supplement to Prospectus Dated July 16, 1999


Pursuant to a  shareholder  vote,  INVESCO  Value  Equity Fund (the  "Fund") was
reorganized into a new series of INVESCO Stock Funds, Inc. (the "Company").  The
reorganization was completed July 16, 1999. To the extent applicable, the Fund's
Prospectus is revised to reflect this  reorganization and the July 16, 1999 date
of the  Fund's  Prospectus.  In  addition,  all  references  to  "Trust"  in the
Prospectus  are hereby changed to "Company" and all references to "trustees" are
hereby changed to "directors."

The following specific changes are made to the Fund's printed Prospectus:

The cover  page of the  Fund's  Prospectus  is  amended  to (1) delete the first
sentence of the second paragraph and (2) substitute the following in its place:

      The Fund is a series of INVESCO Stock Funds,  Inc.  (formerly,
      INVESCO   Equity  Funds  Inc.,   formerly,   INVESCO   Capital
      Appreciation  Funds,  Inc.) (the  "Company"),  a  diversified,
      managed  no-load  mutual  fund  consisting  of seven  separate
      portfolios of investments.

The section of the Fund's Prospectus  entitled "Annual Fund Expenses" is amended
to (1) delete the second paragraph, the Annual Fund Operating Expenses table and
footnote (2) and (2) substitute the following in their place:

      Annual  operating  expenses are  calculated  as a percentage of the Fund's
      average  annual net assets.  To keep expenses  competitive,  INVESCO Funds
      Group, Inc.  ("INVESCO"),  the Fund's investment  adviser,  reimburses the
      Fund for  certain  expenses  in  excess of 1.30%  (1.25%  prior to May 13,
      1999)(excluding excess amounts that have been offset by the expense offset
      arrangements described below) of the Fund's average net assets.

      ANNUAL FUND OPERATING EXPENSES
      (as a percentage of average net assets)
      Management Fee                                  0.75%
      12b-1 Fees                                      0.25%
      Other Expenses (2)                              0.26%
         Transfer Agency Fee (3)                0.22%
          General Services, Administrative
            Services, Registration,
            Postage (2)(4)                      0.04%
      Total Fund Operating Expenses(1)(2)(5)          1.26%


      (2) Certain Fund expenses are being absorbed by INVESCO to ensure that the
      Fund's  annualized  total  operating  expenses do not exceed  1.25% of the
      Fund's  average net  assets.  Ratio  reflects  total  expenses  before any
      expense  offset  arrangements  less absorbed  expenses by INVESCO.  In the
      absence of such expense limitation, the Fund's "Other Expenses" and "Total
      Fund Operating  Expenses"  would have been 0.31% and 1.31%,  respectively,
      based on the Fund's  actual  expenses for the fiscal year ended August 31,
      1998.

      The  remainder  of the table and the  remainder of the  footnotes  are not
      affected by this change.
<PAGE>

The section of the Fund's  Prospectus  entitled "Annual Fund Expenses - Example"
is amended to (1) delete the first paragraph and (2) substitute the following in
its place:

      A shareholder would pay the following expenses on a $10,000 investment for
      the periods shown, assuming a hypothetical 5% annual return and redemption
      at the end of each time period.

            1 Year          3 Years           5 Years        10 Years
            ------          -------           -------        --------
            $128            $400              $692           $1,523

The section of the Fund's Prospectus entitled "Financial  Highlights" is amended
to (1)  delete  the first  paragraph  in its  entirety  and (2)  substitute  the
following in its place:

      The  following  information  for each of the five years  ended  August 31,
      1998, the eight-month fiscal period ended August 31, 1993, and each of the
      four   years   ended    December    31,   1992   has   been   audited   by
      PricewaterhouseCoopers  LLP, as independent accountants.  This information
      should be read in conjunction  with the audited  financial  statements and
      the Report of Independent  Accounts  thereon  appearing in the Fund's 1998
      Annual Report to Shareholders and the unaudited  financial  statements and
      accompanying  notes in the Fund's  Semi-Annual  Report to Shareholders for
      the six-month  period ended February 28, 1999,  which are  incorporated by
      reference into the Statement of Additional Information,  both of which are
      available  without  charge by  contacting  IDI at the address or telephone
      number  on the back  cover of this  Prospectus.  The  Annual  Report  also
      contains more information about the Fund's Performance.

The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights" is revised to insert the following column on the left-hand side:

                                                    Six Months
                                                       Ended
                                                 February 28, 1999
                                                 ----------------
                                                     Unaudited

       PER SHARE DATA
       Net Asset Value -Beginning of Period               $25.68
                                                  ---------------

       INCOME FORM INVESTMENT OPERATIONS
       Net Investment Income                                0.09
       Net Gains on Securities
           (Both Realized and Unrealized)                   5.43
                                                  ---------------
       TOTAL FROM INVESTMENT OPERATIONS                     5.52
                                                  ---------------

       LESS DISTRIBUTIONS
       Dividends from Net Investment Income !               0.09
       In Excess of Net Investment Income                   0.00
       Distributions from Capital Gains                     2.32
                                                  ---------------
       TOTAL DISTRIBUTIONS                                  2.41
                                                  ---------------

       Net Asset Value - End of Period                    $28.79
                                                  ---------------

      TOTAL RETURN                                         21.64%*
<PAGE>

      RATIOS
      Net Assets --- End of Period ($000 Omitted)        413,938
      Ratio of Expenses to Average Net Assets #             0.62%*@
      Ratio of Net Investment Income to Average
        Net Assets #                                        0.32%*
      Portfolio Turnover Rate                                 15%*


The  table  in  the  section  of  the  Fund's  Prospectus   entitled  "Financial
Highlights"  is also  revised  to (1)  delete  the  existing  footnotes  and (2)
substitute the following in their place:

      !  Distributions  in excess of net  investment  income  for the year ended
         August 31, 1998, aggregated less than $0.01 on a per share basis.
      ^  From January 1, 1993 to August 31, 1993.
      *  Based on  operations  for the period shown and  accordingly are not
         representative of a full year.
      #  Various expenses of the Fund were  voluntarily  absorbed by INVESCO
         for the six months  ended  February  28,  1999 and for the year ended
         August 31, 1998.  If such  expenses had not  been  voluntarily
         absorbed,   ratio  of  expenses  to average   net   assets   would
         have   been   0.68%   (not annualized),  and  1.19%,  respectively,
         and  ratio of net investment  income to average  net  assets  would
         have been 0.26% (not annualized), and 0.82%, respectively.
      @  Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
         Investment Adviser, which is before any expense offset arrangements.
      ~  Annualized

The  section  of  the  Fund's  Prospectus  entitled  "Investment  Objective  And
Policies"  is  amended to delete  the  second  and third  sentences  of the last
paragraph.

The section of the Fund's  Prospectus  entitled "Risk Factors - Forward  Foreign
Currency Contracts" is amended to delete the section in its entirety.

The  section  of the  Fund's  Prospectus  entitled  "Risks  Factors  -  Illiquid
Securities"  is  amended  to (1) delete  the  section  in its  entirety  and (2)
substitute the following in its place:

      ILLIQUID AND RULE 144A SECURITIES.
      The Fund may invest up to 15% of its net  assets,  measured at the time of
      purchase,  in  investments  that are illiquid  because they are subject to
      restrictions on their resale ("restricted  securities") or because,  based
      upon the nature of the market for such  investments,  they are not readily
      marketable.  Investments  in illiquid  securities  are subject to the risk
      that the Fund may not be able to sell such securities at the time or price
      desired. In addition,  in order to resell a restricted security,  the Fund
      might  have to bear the  expense  and incur  the  delays  associated  with
      registration of the security.

      The Fund may purchase certain  securities that are not registered for sale
      to the general public,  but that can be resold to institutional  investors
      ("Rule 144A  Securities")  without regard to the foregoing 15% limitation,
      if a liquid trading market  exists.  The Company's  board of directors has
      delegated to INVESCO the authority to determine the liquidity of Rule 144A
      Securities pursuant to guidelines approved by the board. In the event that
      a Rule 144A  Security  held by the Fund is  subsequently  determined to be
      illiquid,  the  security  will be  sold as soon as that  can be done in an
      orderly  fashion   consistent  with  the  best  interests  of  the  Fund's
      shareholders.  For more information  concerning Rule 144A Securities,  see
      "Investment  Policies and  Restrictions"  in the  Statement of  Additional
      Information.
<PAGE>
The section of the  Prospectus  entitled "Risk Factors - Futures and Options" is
amended  to (1)  delete  the  section in its  entirety  and (2)  substitute  the
following in its place:

      OPTIONS, FUTURES AND OTHER FINANCIAL INSTRUMENTS.
      The Fund may use various types of financial instruments, some of which are
      derivatives,  to attempt  to  manage  the risk of its  investments  or, in
      certain circumstances, for investment (e.g., as a substitute for investing
      in  securities).  These  financial  instruments  include options,  futures
      contracts,   forward  contracts,   swaps,   caps,   floors,   and  collars
      (collectively  "Financial  Instruments").   For  descriptions  and  other
      information on these Financial  Instruments  and strategies and their risk
      considerations,  see the  Statement  of  Additional  Information  ("SAI").
      Financial  Instruments may be used in an attempt  to  manage  the  Fund's
      foreign  currency  exposure,  if any, as well as other risks of the Fund's
      investments  that can cause  fluctuations in its net asset value. The Fund
      may use  Financial  Instruments  to increase or  decrease  its exposure to
      changing  securities  prices, interest rates,  currency exchanges rates or
      other factors. The policies in this section do not apply to other types of
      instruments  sometimes  referred  to  as  derivatives,   such  as  indexed
      securities, mortgage-backed and other asset-backed securities, and
      stripped interest and principal of debt.

      The Fund's ability to use Financial  Instruments  any be limited by market
      conditions,  regulatory limits and tax considerations.  The Fund might not
      use any of these Financial Instruments, and there can be no assurance that
      any  strategy  using  a  Financial   Instrument  will  fully  achieve  its
      objective.

      Subject to the further limitations stated in the SAI, generally,  the Fund
      is  authorized  to use any type of  Financial  Instrument.  However,  as a
      non-fundamental  policy,  the Fund  will only use a  particular  Financial
      Instrument  (other than those related to foreign  currency) if the Fund is
      authorized to take a position in the type of asset to which the return on,
      or value of, the Financial Instrument is primarily related. Therefore, for
      example,  in the Fund is  authorized  to  invest in a  particular  type of
      security  (such as an equity  security),  it could take a  position  in an
      option on an index relating to equity securities.

The  section  of the  Fund's  Prospectus  entitled  "Risk  Factors -  Securities
Lending"  is amended to (1) delete the first  sentence  of the  section  and (2)
substitute the following in its place:

      The Fund  may  make  loans of its  portfolio  securities  under  contracts
      requiring  such  loans  to be  callable  at any  time  and  to be  secured
      continuously  by  collateral  in  cash,  cash  equivalents,  high  quality
      short-term   government   securities  or  irrevocable  letters  of  credit
      maintained  on a current  basis at an amount at least  equal to the market
      value of the securities loans, including accrued interest and dividends.
<PAGE>
The section of the Fund's  Prospectus  entitled "Risk Factors" is amended to add
the following section after the section entitled "Portfolio Turnover":

      INVESTMENT RESTRICTIONS.
      The Fund is subject to a variety of restrictions regarding the investments
      that are identified in the Statement of Additional Information. Certain of
      the Fund's investment  restrictions are fundamental and may not be altered
      without the approval of the Fund's shareholders. For example, with respect
      to 75% of its total  assets,  the Fund may not purchase the  securities of
      any one issuer  (other than  securities  issued or  guaranteed by the U.S.
      government or any of its agencies or  instrumentalities,  or securities of
      other  investment  companies) if the purchase would cause the Fund to have
      more than 5% of its total  assets  invested  in the issuer or to have more
      than 10% of the outstanding voting securities of that issuer. In addition,
      the Fund  may not  purchase  the  securities  of any  issuer  (other  than
      securities  issued  or  guaranteed  by the U.S.  government  or any of its
      agencies or  instrumentalities  or municipal  securities) if, as a result,
      more  than  25% of the  Fund's  total  assets  would  be  invested  in the
      securities of companies  whose  principal  business  activities are in the
      same  industry.  Other  fundamental  restrictions  prohibit  the Fund from
      lending  more that 33 1/3% of its total  assets to other  parties and from
      borrowing  money in an  aggregate  amount  exceeding  33 1/3% of its total
      assets.

The section of the Fund's  Prospectus  entitled "Risk Factors" is amended to add
the following paragraph to the end of the section:

      For a further  discussion  of risks  associated  with an investment in the
      Fund,  see  "Investment   Policies  and   Restrictions"   and  "Investment
      Practices" in the Statement of Additional Information.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to (1) delete the first  paragraph and (2)  substitute  the following in
its place:

      The Company is a no-load mutual fund,  registered  with the Securities and
      Exchange  Commission as an open-end,  diversified,  management  investment
      company.  The Company was incorporated on April 2, 1993, under the laws of
      the State of Maryland.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended to add the following after the second sentence of the tenth paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.45% on the Fund's average net assets from $2
      billion; 0.40% on the Fund's average net assets from $4 billion; 0.375% on
      the Fund's  average net assets  from $6  billion;  and 0.35% on the Fund's
      average net assets from $8 billion.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended  to add  the  following  after  the  second  sentence  of  the  eleventh
paragraph:

      In addition,  beginning May 13, 1999, the following additional contractual
      breakpoints are in effect:  0.18% on the Fund's average net assets from $2
      billion;  0.16% on the Fund's average net assets from $4 billion; 0.15% on
      the Fund's  average net assets  from $6  billion;  and 0.14% on the Fund's
      average net assets from $8 billion.

The section of the Fund's  Prospectus  entitled "The Fund And Its Management" is
amended  to (1) delete  the third  sentence  of the  twelfth  paragraph  and (2)
substitute the following in its place:

      For such services, the Fund pays INVESCO a fee consisting of a base fee of
      $10,000 per year, plus an additional incremental fee computed at an annual
      rate of 0.015% per year of the average net assets of the Fund prior to May
      13,  1999,  and  0.045%  per year of the  average  net  assets of the Fund
      effective May 13, 1999.

The date of this Supplement is July 16, 1999.



















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