FINANCIAL INDUSTRIAL INCOME FUND INC /CO/
N-30D, 1995-08-18
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ANNUAL REPORT

June 30, 1995


INVESCO
INDUSTRIAL
INCOME
FUND



A Smart Choice For
The Foundation
Of Your Portfolio



INVESCO FUNDS


<PAGE>



Market Overview                                                      July 1995
      Unemployment  is up. The yield curve is flat. The dollar,  housing starts,
and consumer  confidence are leveling.  Gross Domestic  Product expanded by just
2.7% during the first quarter of 1995. And inflation has accelerated.
      Taken  altogether,  this is good  news.  These  signs  may  indicate  that
economic growth is approaching a more moderate, sustainable level.
      Analysts  know  that a  rapidly  growing  economy  puts  stress  on credit
availability. To meet increasing demand, companies may borrow to expand capacity
with new equipment and  facilities.  They add workers at a brisk rate, and those
workers are able to command  higher  wages in a "seller's  market."  Demand thus
outraces  supply  when it comes to the key  resources  of credit and  employees.
Ultimately,  something has to give u and that something is interest rates.  They
rise,  and  eventually  the increased  cost of borrowing  slows the entire cycle
down.
      Fearing the long-term corrosive effects of inflation,  the Federal Reserve
Board  actively  sought to slow the U.S.  economy  in 1994.  Over a period of 12
months beginning in February 1994, they doubled short-term interest rates.
      For  five  quarters  running,  the GDP had  racked  up  impressive  gains,
including  a solid  +5.1% for the last  quarter of 1994.  Then,  reacting to the
relentless  pressure of high short-term  interest rates,  growth contracted to a
more moderate 2.7% for the first three months of 1995.
      To many market watchers, "moderate" is synonymous with "sustainable."
      Now that they've  reined in the galloping  expansion,  the Fed will act to
keep it going at a sustainable  trot.  Having cut the Fed Funds rate by 0.25% in
July,  their strategy may include  additional cuts over the next several months.
(This is the rate charged on overnight loans between member banks.)
      In our opinion,  interests  rates will probably drop further in 1995. That
will ease inflationary  pressure somewhat,  as well as have a positive impact on
the bond  market.  Short-term  rates  could drop to 5.5% or less,  compared to a
5.75% Fed Funds rate as of late July. The benchmark 30-year Treasury bond is now
yielding  around 6.9%; we may expect to see that  gradually  decrease.  Overall,
bond prices have strengthened since the fourth quarter of 1994.
      Given the  advances  in  equities  during the first  half of 1995,  weAEre
likely to see a correction as the market  odigestso its gains;  this happened in
mid-July for technology  stocks,  for example.  However,  we do not anticipate a
significant  setback  in  prices  over  the  third  and  fourth  quarters.  Some
industrial,  construction,  and consumer cyclical stocks have lagged the overall
market due to earlier fears about the economy;  since the recent cut in interest
rates may herald an economic rebound,  these stocks may well enjoy advances over
the next few months.

<PAGE>

Performance
      For the fiscal  year ended  6/30/95,  Industrial  Income  Fund had a total
return of 14.79%,  compared with a total return of 25.91% for the S&P 500 Index,
a measure of the broad stock market.
(Of course, past performance is no guarantee of future results.)*
      In the long run, the fund has  outperformed  the stock market,  delivering
average  annualized  total  returns of 12.65% and 14.96% for the  five-year  and
10-year periods ended 6/30/95, compared with total returns for the S&P 500 Index
of 12.04% and 14.61%.
      INVESCO Industrial Income Fund aims for high quarterly income by investing
in both  stocks  and  bonds  which  will  provide  a stable  return,  as well as
potential capital appreciation. The fund normally invests between 60% and 75% of
its assets in stocks, and the rest in fixed-income securities.
      Ordinarily,  the  bond  component  of  Industrial  Income  Fund  acts as a
defensive element,  protecting the fund from losses when the stock market drops.
However,  in the six months  ended  12/31/94,  one of the worst bond  markets in
decades turned the fund's fixed-income side into a temporary handicap.
      On the  equity  side,  the fund was  overweighted  in  capital  goods  and
consumer  cyclicals  during the first  quarter of the fiscal year.  These stocks
were out of favor with the market last summer, hampering performance. But as the
threat  of  inflation   diminished  and  interest  rates  stopped  rising,   our
investments in capital goods, technology and financial stocks began to pay off.
      Compared to the first half of the fiscal  year,  bonds  performed  notably
better in the six months ended 6/30/95,  making a positive  contribution through
both interest income and price appreciation.


<PAGE>


Graph:

     This  line  graph  represents  a  comparison  of  the  value  of a  $10,000
     investment  in  the  INVESCO  Industrial  Income  Fund  to  the  value of a
     $10,000 investment  in  the S&P  500  and  Lehman Government/Corporate Bond
     Indexes, assuming  in each  case  reinvestment of all dividends and capital
     gain  distributions, for the ten year period ended 6/30/95.

      The line graph  represents  the value of a $10,000  investment  in INVESCO
Industrial   Income   Fund,   plus   reinvested   dividends   and  capital  gain
distributions, for the 10-year period ended 6/30/95.*
     The chart and other total return figures cited reflect the fund's operating
expenses,  but the indexes do not have expenses,  which would have lowered their
performance.

                             Industrial Income Fund
                          Average Annual Total Return
                                 as of 6/30/95

                    1 year                            14.79%
                    5 years                           12.65%
                    10 years                          14.96%

Strategy Summary
      About a year ago, we  structured  the equity part of  Industrial  Income's
portfolio to  capitalize  on four dominant  economic  themes:  capital goods for
developing countries; United States companies with global earnings, primarily in
consumer staples;  technology stocks,  computers and semiconductors;  and global
energy producers and refiners.
      As the stock  market  began its  powerful  rally in  December  1994,  this
strategy  positioned  the fund for a strong  upturn in the  first six  months of
1995.  We  expect  these  investment  themes  will  continue  to guide our stock
selections for the remainder of 1995.

Graph:

                         Fixed-Income Portfolio Quality
                                 as of 6/30/95

     This pie chart shows the allocation of fixed-income investments for each of
     the  following  ratings categories:  AAA/Government - 55.5%, AA - 1.1%, A -
     6.5%, BBB - 6.7%, BB - 15.2%, B - 14.2%, C - 0.8%.

      Fixed-Income.  In  the  fixed-income  segment,  we  profited  by  locating
securities  that not only  provided high  dividend  income,  but also had upside
price  potential.  The major themes of this fund component are: cable television
and broadcasting  consolidation and takeover  situations;  strong companies in a
market-driven,    post-health    care    reform    environment;    and    former
bankruptcy-threatened  companies that have survived the "near-death  experience"
and promise to pare down debt.
      A good  example  of  the  latter  situation  is USG  Corp.  (building  and
construction related),  which has reduced its debt after bankruptcy and improved
its debt rating from B to BB since we purchased it. That  companyAEs  management
has made regaining an investment grade rating of BBB a priority.

<PAGE>

Graph:

                       Portfolio Diversification by Value

     This  bar graph  reflects the  allocation  of the  Industrial Income Fund's
     portfolio  by value  of  net  assets  in  fixed-income,  capital  goods and
     construction,  consumer  cyclical, consumer  staples,  energy,  technology,
     finance,  other  equity  and net cash & short-term  securities  as of 6/94,
     12/94 and 6/95

Equity Sector Analysis
      Capital  Goods.  The United  States has emerged as the clear  leader among
industrialized  countries in low-cost production,  manufacturing  efficiency and
quality. Newly upgraded factories produce goods that have become the products of
choice worldwide. This translates into growing demand for high-ticket items made
by  large   U.S.   manufacturers,   as   developing   nations   build  up  their
infrastructures.  In this vein, we found profitable  opportunities in the stocks
of Caterpillar,  Inc., (machinery); Deere & Co. (machinery), and Honeywell, Inc.
(electrical equipment).
     Consumer  Staples.  During  the  last six  months,  we have  increased  our
weighting  of  consumer  staples,  consistent  with  the  belief  that  emerging
countries  represent  growing  demand for  U.S.-made  goods.  Therefore,  we are
favoring   large,   domestic   companies   that   have   a   dominant   presence
internationally, such as Heinz (H J) Co. (food products and beverages), American
Home Products (medical relateddrugs), and Merck & Co. (drugs).
     Technology. The driving force behind the demand for U.S. goods worldwide is
superior technology.  Top-performing technology stocks in the fund during fiscal
1995   include   Intel  Corp.   (electronics)   and  computer   systems   giants
Hewlett-Packard  Co.and IBM. We have taken profits on Motorola Inc. (electronics
and  communications  equipment).   Energy.  Growing  global  demand  for  energy
positively   influenced  the  value  of  our  holdings  in  large  international
integrated  oil  producers,  such as Amoco  Corp.,  Exxon Corp.  and Royal Dutch
Petroleum. As they are both producers

<PAGE>

and refiners,  these firms are somewhat protected from a downturn in oil prices.
They also have above average  dividend yields and higher earnings as a result of
corporate restructuring.
      Consumer  Cyclicals.  As baby boomers turn into  retirement-bound  savers,
they are much more price conscious. That is fine for keeping inflation in check,
but it can mean lower earnings growth for consumer-oriented  firms, such as auto
manufacturers and retailers.  Accordingly, we have lowered our weighting in this
sector.
      Other.  We will be scaling  down our position in  McDonnell  Douglas,  the
aerospace and defense firm,  after taking profits.  We have also liquidated at a
profit holdings of Cincinnati  Milacron  (machine tools),  Fleet Financial Group
(banking), Dial Corp. (cosmetics and toiletries), and JC Penney Co. (retail). We
are  reducing  our stake in El Paso  Natural Gas, one of our top ten holdings in
December, but a disappointing performer in 1995.

Looking Ahead
      The Federal  Reserve's  decision to cut interest rates in July is a signal
of its  determination to prevent a recession.  The move enhances our belief that
there will be  continued  growth for the next six months at least,  and possibly
until the 1996  presidential  election.  As usual,  our goal is to keep cash and
equivalents  under 5% of the equity side of the  portfolio.  We continue to look
for stocks with positive earnings growth, keeping in mind that growth stocks are
not always  found in the same  sectors of the economy  that have been popular in
the past.

Fund Managers
     Industrial  Income Fund is co-managed  by two INVESCO Trust Company  senior
vice  presidents.  Industry veteran Charles P. Mayer oversees the equity portion
of the holdings.  He began his investment career in 1969, and previously managed
a sizable equity portfolio for Westinghouse Pension Investment Corporation.  Mr.
Mayer earned his MBA from St. John's University and BA from St. Peter's College.
      Donovan  "Jerry"  Paul  manages the fund's  fixed-income  investments.  He
earned his MBA from the  University of Northern  Iowa, as well as a BBA from the
University  of Iowa. A Chartered  Financial  Analyst,  Mr. Paul has more than 19
years of  experience  in the  securities  industry.  He joined  INVESCO in 1994;
previously, he was director of fixed-income research and a portfolio manager for
Stein, Roe & Farnham.
     The managers are assisted by Albert M. Grossi,  who joined  INVESCO in 1995
from  Westinghouse  Pension  Investments  Corporation,  where  he was  portfolio
manager/senior analyst. Mr. Grossi has an BA and MBA from Rutgers University.
      Correction:   In  the  Industrial  Income  Fund  Semiannual  Report  dated
12/31/94,  we incorrectly  quoted certain duration figures.  As of 6/30/94,  the
duration of bond holdings,  excluding cash and equivalents, was 4.1 years. As of
12/31/94, the duration was 3.1 years.

* 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 when purchased. The S&P
500 is an unmanaged index considered representative of common stock performance;
the  Lehman  Brothers  Government/Corporate  Bond  Index is an  unmanaged  index
reflecting the broad bond market.


<PAGE>



INVESCO Industrial Income Fund, Inc.
Ten Largest Common Stock Holdings
June 30, 1995

Description                                            Value
------------------------------------------------------------------------
International Business Machines                  $72,000,000
Bank of New York                                  64,600,000
AT&T Corp                                         63,750,000
Exxon Corp                                        56,500,000
Hilton Hotels                                     56,200,000
Seagram Co Ltd                                    48,475,000
Sears Roebuck & Co                                47,900,000
El Paso Natural Gas                               47,067,750
Kansas City Southern Industries                   46,823,250
Amoco Corp                                        46,637,500

Composition of holdings is subject to change.


<PAGE>


INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
June 30, 1995

                                          Shares or
                                          Principal
Description                                  Amount                Value
-------------------------------------------------------------------------------
COMMON STOCKS   69.17%
AEROSPACE & DEFENSE   3.27%
Boeing Co                                   700,000         $ 43,837,500
General Motors Class H                      600,000           23,700,000
Lockheed Martin                             500,000           31,562,500
McDonnell Douglas                           400,000           30,700,000
                                                          --------------
                                                             129,800,000
                                                          --------------
AUTOMOBILE RELATED   3.28%
Borg-Warner Automotive                      365,600           10,419,600
Chrysler Corp                               425,000           20,346,875
Cummins Engine                              800,000           34,900,000
Eaton Corp                                  700,000           40,687,500
Ford Motor                                  800,000           23,800,000
                                                          --------------
                                                             130,153,975
                                                          --------------
BANKING   3.15%
Bank of New York                          1,600,000           64,600,000
Chase Manhattan                             800,000           37,600,000
Citicorp                                    400,000           23,150,000
                                                          --------------
                                                             125,350,000
                                                          --------------
BROADCASTING   0.56%
CBS Inc                                     331,345           22,200,115
                                                          --------------

BUILDING &
  CONSTRUCTION RELATED   0.95%
Armstrong World Industries                  233,400           11,699,175
Fluor Corp                                  300,000           15,600,000
Louisiana-Pacific Corp                      400,000           10,500,000
                                                          --------------
                                                              37,799,175
                                                          --------------
CHEMICALS   0.75%
PPG Industries                              300,000           12,900,000
Potash Corp Saskatchewan                    300,000           16,762,500
                                                          --------------
                                                              29,662,500
                                                          --------------
CLEANING PRODUCTS   0.92%
Colgate-Palmolive Co                        500,000           36,562,500
                                                          --------------


<PAGE>

COMPUTER SYSTEMS   3.58%
Apple Computer                              550,000           25,540,625
Hewlett-Packard Co                          600,000           44,700,000
International Business Machines             750,000           72,000,000
                                                          --------------
                                                             142,240,625
                                                          --------------
DIVERSIFIED COMPANIES   4.97%
AlliedSignal Inc                          1,000,000           44,500,000
du Pont (E I) de Nemours                    600,000           41,250,000
Kansas City Southern Industries           1,257,000           46,823,250
Minnesota Mining & Manufacturing            600,000           34,350,000
Tenneco Inc                                 500,000           23,000,000
Whitman Corp                                400,000            7,750,000
                                                          --------------
                                                             197,673,250
                                                          --------------
ELECTRICAL EQUIPMENT   2.01%
General Electric                            600,000           33,825,000
General Signal                              400,000           15,900,000
Honeywell Inc                               700,000           30,187,500
                                                          --------------
                                                              79,912,500
                                                          --------------
ELECTRONICS   1.66%
Harris (Del) Corp                           543,800           28,073,675
Intel Corp                                  600,000           37,987,500
                                                          --------------
                                                              66,061,175
                                                          --------------
FINANCE RELATED   1.24%
Block (H & R) Inc                           600,000           24,675,000
Household International                     500,000           24,750,000
                                                          --------------
                                                              49,425,000
                                                          --------------
FOOD PRODUCTS & BEVERAGES   4.45%
CPC International                           600,000           37,050,000
General Mills                               500,000           25,687,500
Heinz (H J) Co                              700,000           31,062,500
Kellogg Co                                  300,000           21,412,500
Quaker Oats                                 400,000           13,150,000
Seagram Co Ltd                            1,400,000           48,475,000
                                                          --------------
                                                             176,837,500
                                                          --------------
HOTELS   1.41%
Hilton Hotels                               800,000           56,200,000
                                                          --------------

INSURANCE   1.29%
Allmerica Property & Casualty               500,000           11,062,500
General Re                                  300,000           40,162,500
                                                          --------------
                                                              51,225,000
                                                          --------------
<PAGE>

MACHINERY   3.01%
Caterpillar Inc                             300,000           19,275,000
Cooper Industries                           300,000           11,850,000
Deere & Co                                  500,000           42,812,500
Ingersoll-Rand Co                           650,000           24,862,500
TRINOVA Corp                                600,000           21,000,000
                                                          --------------
                                                             119,800,000
                                                          --------------
MEDICAL PRODUCTS   0.46%
Baxter International                        500,000           18,187,500
                                                          --------------

MEDICAL RELATED -- DRUGS   3.80%
American Home Products                      400,000           30,950,000
Merck & Co                                  500,000           24,500,000
Novo-Nordisk A/S ADR                        859,172           23,090,247
Upjohn Co                                 1,000,000           37,875,000
Warner-Lambert Co                           400,000           34,550,000
                                                          --------------
                                                             150,965,247
                                                          --------------
MINING   1.27%
ASARCO Inc                                  800,000           24,400,000
Newmont Mining                              624,050           26,132,094
                                                          --------------
                                                              50,532,094
                                                          --------------
OFFICE EQUIPMENT   1.03%
Xerox Corp                                  350,000           41,037,500
                                                          --------------

OIL & GAS RELATED   9.64%
Amoco Corp                                  700,000           46,637,500
Apache Corp                                 736,300           20,156,212
Atlantic Richfield                          400,000           43,900,000
Chevron Corp                                600,000           27,975,000
Dresser Industries                        1,000,000           22,250,000
El Paso Natural Gas~                      1,651,500           47,067,750
Exxon Corp                                  800,000           56,500,000
Halliburton Co                              400,000           14,300,000
Occidental Petroleum                        500,000           11,437,500
Royal Dutch Petroleum
   5 Gldr Shrs                              250,000           30,468,750
Schlumberger Ltd                            500,000           31,062,500
Sonat Inc                                   300,000            9,150,000
Unocal Corp                                 800,000           22,100,000
                                                          --------------
                                                             383,005,212
                                                          --------------
PHOTO EQUIPMENT   1.07%
Eastman Kodak                               700,000           42,437,500
                                                          --------------
PRINTING & PUBLISHING   1.37%
Donnelley (R R) & Sons                      600,000           21,600,000
Time Warner                                 800,000           32,900,000
                                                          --------------
                                                              54,500,000
                                                          --------------
<PAGE>


REAL ESTATE RELATED   2.23%
Health & Retirement Properties
  Trust REIT                              1,800,000           27,000,000
Health Care Property Investors REIT         550,000           17,600,000
Health Care REIT                            300,000            6,187,500
Healthcare Realty Trust                     400,000            8,100,000
Meditrust SBI REIT                          500,000           17,062,500
Omega Healthcare Investors~                 500,000           12,687,500
                                                          --------------
                                                              88,637,500
                                                          --------------
RECREATION PRODUCTS
   & SERVICES   0.70%
Disney (Walt) Co                            500,000           27,812,500
                                                          --------------

RETAIL   3.03%
Limited Inc                               1,000,000           22,000,000
May Department Stores                       800,000           33,300,000
Melville Corp                               500,000           17,125,000
Sears Roebuck & Co                          800,000           47,900,000
                                                          --------------
                                                             120,325,000
                                                          --------------
SAVINGS & LOAN   0.30%
FirstFed Michigan                           425,000           11,900,000
                                                          --------------

TELECOMMUNICATIONS   1.60%
AT&T Corp                                 1,200,000           63,750,000
                                                          --------------

TOBACCO   1.12%
Philip Morris                               600,000           44,625,000
                                                          --------------

TRANSPORTATION   1.78%
Conrail Inc                                 400,000           22,250,000
Norfolk Southern                            300,000           20,212,500
Overseas Shipholding                        300,000            6,225,000
Union Pacific                               400,000           22,150,000
                                                          --------------
                                                              70,837,500
                                                          --------------
UTILITIES   3.27%
Bell Atlantic                               600,000           33,600,000
GTE Corp                                    500,000           17,062,500
KN Energy                                   536,900           13,623,838
NYNEX Corp                                  600,000           24,150,000
U S WEST                                  1,000,000           41,625,000
                                                          --------------
                                                             130,061,338
                                                          --------------
TOTAL COMMON STOCKS
  (Cost $2,343,219,741 )                                   2,749,517,206
                                                          --------------


<PAGE>


FIXED INCOME SECURITIES   25.87%
US Government Obligations   3.70%
US Treasury Notes
  6.750%, 4/30/2000                     $35,000,000           36,071,875
  6.500%, 5/15/2005                     $37,000,000           37,763,125
  5.875%, 2/15/2004                     $75,000,000           73,288,950
                                                          --------------
TOTAL US GOVERNMENT
   OBLIGATIONS
     (Cost $145,823,017)                                     147,123,950
                                                          --------------
US Government
   Agency Obligations   10.44%
Federal Home Loan Bank
  Step-Up Bonds
  5.740%^^, 12/23/1998                  $20,000,000           19,615,160
  4.750%^^, 12/14/1998                  $18,050,000           17,666,744
  4.750%^^, 3/1/1999                    $12,000,000           11,877,216
Federal Home Loan Mortgage, Deb
  6.450%, 10/20/1999                     $3,000,000            3,004,050
Federal Home Loan Mortgage
  Gold Pool
  8.000%, 12/1/2024                     $19,841,820           20,213,437
  7.500%, 9/1/2024                       $9,930,728            9,960,510
  7.000%, 5/1/2024                       $4,852,920            4,772,357
  7.000%, 6/1/2024                      $14,411,831           14,172,581
  7.000%, 7/1/2024                       $9,479,073            9,321,711
  6.500%, 12/31/1999                    $50,000,000           49,300,950
  6.500%, 7/1/2008                      $37,741,771           37,214,104
  6.500%, 8/1/2008                       $8,394,364            8,277,003
Federal Home Loan Mortgage
  Step-Up Deb
  5.630%^^, 1/5/1999                     $9,600,000            9,401,952
  4.800%^^, 7/7/1998                     $5,000,000            4,938,900
Federal National Mortgage
  Association, Gtd Mortgage
  Pass-Through Certificates
  7.500%, 6/1/2024                      $15,054,381           15,100,131
  6.500%, 7/1/2008                      $42,406,640           41,754,383
  6.000%, 10/1/2009                     $24,063,190           23,272,209
Government National Mortgage
  Association I, Modified
  Pass-Through Certificates
  7.500%, 10/15/2023                    $19,513,532           19,626,886
  7.500%, 5/15/2024                     $10,714,452           10,767,370
  7.500%, 6/15/2024                      $4,241,530            4,262,478
  7.500%, 7/15/2024                      $5,148,706            5,174,136
  7.250%, 7/15/2030                     $13,260,000           13,103,784
Student Loan Marketing
  Association, Notes
  Floating, 5.720%, 2/8/1999            $37,250,000           36,990,218
  Floating, 5.720%, 1/13/1999           $12,750,000           12,665,735
  Step-Up, 6.812%^^, 1/27/1998          $12,500,000           12,515,213
                                                          --------------
TOTAL US GOVERNMENT
   AGENCY OBLIGATIONS
  (Cost $412,466,266)                                        414,969,218
                                                          --------------
<PAGE>

Corporate Bonds   11.45%
AUTOMOBILE RELATED   0.33%
Auburn Hills Trust, Deb
  Gtd Exchangeable Certificates
  12.000%, 5/1/2020                      $8,725,000           12,920,329
                                                          --------------

BANKING   0.16%
Sovereign Bancorp
  Medium-Term Sub Notes
  8.000%, 3/15/2003                      $6,500,000            6,356,929
                                                          --------------

BROADCASTING   0.85%
Allbritton Communications
  Sr Sub Deb, 11.500%, 8/15/2004        $11,600,000           12,180,000
Benedek Broadcasting, Sr Notes^
  11.875%, 3/1/2005                      $5,000,000            5,181,250
Granite Broadcasting
  Sr Sub Deb, 12.750%, 9/1/2002          $3,000,000            3,292,500
  Sr Sub Notes, Series A^
  10.375%, 5/15/2005                     $4,000,000            4,000,000
SCI Television, Sr Secured Notes
  11.000%, 6/30/2005                     $8,750,000            9,078,125
                                                          --------------
                                                              33,731,875
                                                          --------------
BUILDING &
  CONSTRUCTION RELATED   1.09%
Schuller International Group
  Sr Notes, 10.875%, 12/15/2004          $2,730,000            2,975,700
USG Corp
  Deb, 8.750%, 3/1/2017                 $13,740,000           13,190,400
  Deb, 7.875%, 1/1/2004                 $17,788,000           16,898,600
  Sr Notes, Series B
     9.250%, 9/15/2001                  $10,000,000           10,325,000
                                                          --------------
                                                              43,389,700
                                                          --------------
CABLE TELEVISION   1.47%
Cablevision Industries
  Sr Deb, Series B, 9.250%, 4/1/2008     $6,760,000            7,005,050
Century Communications, Sr Notes
  9.500%, 3/1/2005                       $8,500,000            8,457,500
Jones Intercable, Sr Sub Deb
  11.500%, 7/15/2004                     $7,000,000            7,700,000
  10.500%, 3/1/2008                      $4,203,000            4,455,180
Marcus Cable Operating LP/Marcus
  Cable Capital II, Sr Sub
  Gtd, Discount Step-Up Notes
  Zero Coupon^^, 8/1/2004               $16,500,000           10,353,750
Rogers Cablesystems, Sr Secured
  2nd Priority Notes^
  10.000%, 3/15/2005                     $9,200,000            9,476,000
Summit Communications Group
  Sr Sub Deb, 10.500%, 4/15/2005         $4,400,000            4,818,000
Viacom Inc, Sub Deb
  8.000%, 7/7/2006                       $6,500,000            6,305,000
                                                          --------------
                                                              58,570,480
                                                          --------------
<PAGE>


CHEMICALS    0.36%
Borden Chemicals & Plastics
  Operating LP/ BCP Finance
  Notes, 9.875%, 5/1/2005                $5,500,000            5,596,250
SIFTO Canada, Gtd Sr Secured Notes
  8.500%, 7/15/2000                      $9,000,000            8,520,147
                                                          --------------
                                                              14,116,397
                                                          --------------
CONTAINERS   0.46%
Anchor Glass Container, Sr Sub Deb
  9.875%, 12/15/2008                     $4,000,000            3,660,000
Owens-Illinois, Sr Sub Notes
  10.500%, 6/15/2002                     $5,750,000            5,980,000
Silgan Holdings, Sr Discount Step-Up
  Deb, Zero Coupon^^, 12/15/2002         $6,000,000            5,430,000
Stone Container, Sr Notes
  9.875%, 2/1/2001                       $3,225,000            3,208,875
                                                          --------------
                                                              18,278,875
                                                          --------------
FINANCE RELATED   1.14%
Associates Corp of North America
  Sr Deb, 8.550%, 7/15/2009             $10,000,000           11,264,720
Chrysler Financial, Notes
  6.625%, 8/15/2000                      $5,000,000            4,986,615
  6.500%, 6/15/1998                      $8,375,000            8,377,077
Ford Motor Credit
  Medium-Term Notes, Floating
  6.520%, 11/9/1998                      $3,600,000            3,573,000
  6.437%, 2/1/1999                      $10,500,000           10,462,714
Westinghouse Credit, Notes
  8.875%, 6/14/2014                      $5,850,000            6,470,685
                                                          --------------
                                                              45,134,811
                                                          --------------
HEALTH CARE FACILITIES   0.05%
Hillhaven Corp, Sr Sub Notes
  10.125% 9/1/2001                       $2,000,000            2,065,000
                                                          --------------
HOTELS   0.12%
Host Marriott Travel Plaza
  Sr Secured Notes^
  9.500%, 5/15/2005                      $5,000,000            4,793,750
                                                          --------------
INSURANCE   0.14%
Torchmark Corp, Deb
  8.250%, 8/15/2009                      $5,000,000            5,455,085
                                                          --------------
OIL & GAS RELATED   0.31%
Louis Dreyfus Natural Gas
  Sr Sub Notes, 9.250%, 6/15/2004        $5,000,000            5,200,000
NorAm Energy, Deb
  10.000%, 11/15/2019                    $6,000,000            6,925,062
                                                          --------------
                                                              12,125,062
                                                          --------------
<PAGE>


PAPER & PAPER PRODUCTS   0.17%
Gaylord Container, Sr Sub
  Discount Step-Up Deb
  Zero Coupon^^, 5/15/2005               $3,950,000            3,851,250
Quno Corp, Sr Notes
  9.125%, 5/15/2005                      $3,000,000            2,985,000
                                                          --------------
                                                               6,836,250
                                                          --------------
PRINTING & PUBLISHING   0.57%
News America Holdings, Deb
  8.500%, 2/23/2025                      $5,725,000            6,284,229
Valassis Communications
  Sr Notes, 9.550%, 12/1/2003           $10,000,000           11,214,430
  Sr Sub Notes, 9.375%, 3/15/1999        $5,000,000            5,313,035
                                                          --------------
                                                              22,811,694
                                                          --------------
RECREATION PRODUCTS
  & SERVICES   0.87%
GNS Finance, Sr Sub Notes, Series B
  9.250%, 3/15/2003                      $5,400,000            5,724,000
MGM Grand Hotel Finance
  1st Mortgage Notes
  12.000%, 5/1/2002                      $8,025,000            8,917,781
Royal Caribbean Cruises Ltd
  Sr Sub Notes, 11.375%, 5/15/2002       $6,475,000            7,122,500
Six Flags Theme Parks^, Sr Sub
  Discount Step-Up Notes
  Zero Coupon^^, 6/15/2005               $6,500,000            4,680,000
United Artists Theatre Circuit
  Sr Secured Notes, Series B
  11.500%, 5/1/2002                      $7,625,000            8,082,500
                                                          --------------
                                                              34,526,781
                                                          --------------
RETAIL   0.21%
Penn Traffic, Sr Sub Notes
  9.625%, 4/15/2005                      $3,400,000            3,204,500
Southland Corp, 2nd Priority
  Sr Sub Deb, Series A
  4.500%, 6/15/2004                      $7,205,000            5,025,487
                                                          --------------
                                                               8,229,987
                                                          --------------
SAVINGS & LOAN   0.35%
Western Financial Savings Bank
  Sub Capital Deb
  8.500%, 7/1/2003                      $14,000,000           14,000,000
                                                          --------------
STEEL   0.18%
AK Steel, Sr Notes
  10.750%, 4/1/2004                      $7,000,000            7,332,500
                                                          --------------
TELECOMMUNICATIONS   0.53%
Allnet Communication Services
  Sr Sub Notes, 9.000%, 5/15/2003        $6,008,000            6,353,460

<PAGE>


Centennial Cellular, Sr Notes
  8.875%, 11/1/2001                     $10,480,000            9,877,400
Comcast Cellular
  Sr Participation Notes, Series B
  Zero Coupon, 3/5/2000                  $2,000,000            1,407,500
Commnet Cellular, Conv Sub Deb
  6.750%, 7/15/2009                      $3,500,000            3,618,125
                                                          --------------
                                                              21,256,485
                                                          --------------
TOBACCO   0.25%
Philip Morris, Notes
  9.800%, 12/15/1998                     $4,575,000            4,654,976
RJR Nabisco, Notes
  8.750%, 8/15/2005                      $5,000,000            5,118,300
                                                          --------------
                                                               9,773,276
                                                          --------------
TRANSPORTATION   0.46%
Delta Air Lines
  Equipment Trust Certificates
  Series 1992E, 9.300%, 1/2/2010         $4,175,000            4,650,921
  Series 1992F, 9.300%, 1/2/2011         $9,085,000           10,332,289
  Pass-Through Certificates
     Series 1992A2
     9.200%, 9/23/2014                   $3,000,000            3,150,198
                                                          --------------
                                                              18,133,408
                                                          --------------
UTILITIES   1.38%
Commonwealth Edison
  1st Mortgage
  Series 16, 6.375%, 10/1/1998          $15,450,000           15,156,759
  Series 37, 8.250%, 12/1/2007          $11,220,000           11,584,717
  Series 61, 9.125%, 1/15/2014           $2,000,000            2,102,438
First PV Funding, Lease Oblig
  Series 1986B, 8.950%, 1/15/1997        $7,511,000            7,616,558
Southern California Edison
  1st Mortgage, 8.875%, 6/1/2024         $9,000,000            9,516,618
Southwestern Bell Telephone, Deb
  7.750%, 9/1/2009                       $8,833,000            9,047,333
                                                          --------------
                                                              55,024,423
                                                          --------------
   TOTAL CORPORATE BONDS
     (Cost $441,599,495)                                     454,863,097
                                                          --------------
Asset-Backed Securities   0.09%
RECREATION PRODUCTS
  & SERVICES   0.09%
Griffin Gaming & Entertainment, Secured
  Non Recourse Pass-Through Notes
  Zero Coupon, 6/30/2000
  (Cost $3,559,884)                      $4,268,000            3,618,500
                                                          --------------
Foreign Government Obligations   0.19%
Newfoundland Province, Deb
  9.000%, 6/1/2019
  (Cost $7,104,500)                      $6,500,000            7,663,624
                                                          --------------
TOTAL FIXED INCOME SECURITIES
  (Cost $1,010,553,162)                                    1,028,238,389

<PAGE>
                                                          --------------
OTHER SECURITIES   0.13%
CABLE TELEVISION   0.13%
Australis Media Ltd, Units
 (Each unit consists of one million
 Sr Sub Discount Step-Up Notes, Zero
 Coupon^^, 5/15/2003 and one wrnt to
 buy 57.7721 shrs of cmn stock)
  (Cost $5,174,451)                      10,000,000            5,200,000
                                                          --------------
SHORT-TERM INVESTMENTS   4.83%
US Government
  Agency Obligations   0.63%
Federal Home Loan Bank, Floating
  5.265%, 3/21/1996
  (Cost $25,000,000)                    $25,000,000           25,000,000
Commerical Paper   4.20%
FINANCE RELATED   3.07%
American Express Credit
  5.850%, 7/3/1995                      $18,512,000           18,512,000
Ford Motor Credit
  6.000%, 7/7/1995                      $20,912,000           20,912,000
General Motors Acceptance
  6.020%, 7/12/1995                     $24,706,000           24,660,555
Sears Roebuck Acceptance
  5.920%, 7/5/1995                      $25,000,000           25,000,000
  5.850%, 7/5/1995                      $33,081,000           33,081,000
                                                          --------------
                                                             122,165,555
                                                          --------------
INVESTMENT BROKERS   0.63%
Merrill Lynch & Co
  6.000%, 7/6/1995                      $25,000,000           24,979,166
                                                          --------------
OIL & GAS RELATED   0.50%
Texaco Inc
  5.960%, 7/10/1995                     $20,000,000           20,000,000
                                                          --------------
   TOTAL COMMERCIAL PAPER
     (Cost $167,144,721)                                     167,144,721
                                                          --------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $192,144,721)                                       192,144,721
                                                          --------------
TOTAL INVESTMENT
  SECURITIES AT VALUE   100.00%
   (Cost $3,551,092,075)
  (Cost for Income Tax Purposes
  $3,552,365,147)                                         $3,975,100,316
                                                          ==============

<PAGE>

~  Security is an affliated company (See Note 5).
^^ Step-up bonds are  obligations  which  increase the interest  payment rate at
   specified  points in time. Rate shown reflects current rate which may step up
   at a future date.
^  The following are restricted securities at June 30, 1995:

                                                                     Value as
                                  Acquisition    Acquisition             % of
Security Name                            Date           Cost       Net Assets
-------------------------------------------------------------------------------
Benedek Broadcasting, Sr Notes      4/21/95 -
  11.875%, 3/1/2005                   6/22/95     $5,106,250            0.13%
Granite Broadcasting
  Sr Sub Notes, Series A
  10.375%, 5/15/2005                  5/17/95      4,025,000            0.10%
Host Marriott Travel Plaza
  Sr Secured Notes
  9.500%, 5/15/2005                   5/18/95      4,817,968            0.12%
Rogers Cablesystems
  Sr Secured 2nd Priority Notes
  10.000%, 3/15/2005                  3/10/95      9,154,000            0.23%
Six Flags Theme Parks, Sr Sub
  Discount Step-Up Notes
  Zero Coupon, 6/15/2005              6/16/95      4,574,175            0.12%
                                                                      -------
                                                                        0.70%
                                                                      =======
See Notes to Financial Statements


<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Assets and Liabilities
June 30, 1995

ASSETS
Investment Securities at Value
  (Cost $3,551,092,075)                                    $    3,975,100,316
Cash                                                                1,058,163
Receivables:
  Investment Securities Sold                                       33,468,379
  Fund Shares Sold                                                  3,185,538
  Dividends and Interest                                           23,920,722
Prepaid Expenses and Other Assets                                     275,617
                                                            -----------------
TOTAL ASSETS                                                    4,037,008,735
                                                            -----------------
LIABILITIES
Payables:
  Distributions to Shareholders                                     2,305,807
  Investment Securities Purchased                                  15,369,290
  Fund Shares Repurchased                                           7,871,345
Accrued Distribution Expenses                                       1,578,039
Accrued Expenses and Other Payables                                   275,345
                                                            -----------------
TOTAL LIABILITIES                                                  27,399,826
                                                            -----------------
Net Assets at Value                                        $    4,009,608,909
                                                            =================
NET ASSETS
Paid-in Capital*                                           $    3,567,406,370
Accumulated Undistributed Net Investment Income                     1,916,689
Accumulated Undistributed Net Realized Gain
  on Investment Securities                                         16,277,609
Net Appreciation of Investment Securities                         424,008,241
                                                            -----------------
Net Assets at Value                                        $    4,009,608,909
                                                            =================
Net Asset Value, Offering and Redemption
  Price per Share                                                      $11.92
                                                                       ======
*  The Fund has one  billion  authorized  shares of common  stock,  par value
   of $1.00 per share, of which 336,433,951 were outstanding at June 30, 1995.

See Notes to Financial Statements



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Operations
Year Ended June 30, 1995

INVESTMENT INCOME
INCOME
Dividends                                                  $       79,661,232
Interest                                                           98,013,303
   Foreign Taxes Withheld                                           (730,240)
                                                            -----------------
  TOTAL INCOME                                                    176,944,295
                                                            -----------------
EXPENSES
Investment Advisory Fees                                           19,946,443
Distribution Expenses                                               9,710,722
Transfer Agent Fees                                                 5,386,968
Administrative Fees                                                   592,643
Custodian Fees and Expenses                                           236,526
Directors' Fees and Expenses                                          258,055
Professional Fees and Expenses                                        156,590
Registration Fees and Expenses                                        331,732
Reports to Shareholders                                               871,882
Other Expenses                                                        110,115
                                                            -----------------
  TOTAL EXPENSES                                                   37,601,676
Fees and Expenses Absorbed  
  by Investment Adviser                                             (946,406)
                                                            -----------------
  NET EXPENSES                                                     36,655,270
                                                            -----------------
NET INVESTMENT INCOME                                             140,289,025
                                                            -----------------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                         52,677,597
Change in Net Appreciation
  of Investment Securities                                        336,508,408
                                                            -----------------
NET GAIN ON INVESTMENT SECURITIES                                 389,186,005
                                                            -----------------
Net Increase in Net Assets from Operations                 $      529,475,030
                                                            =================

See Notes to Financial Statements



<PAGE>

INVESCO Industrial Income Fund, Inc.
Statement of Changes in Net Assets

                                                      Year Ended June 30
                                                    1995             1994
OPERATIONS
Net Investment Income                           $140,289,025     $118,580,406
Net Realized Gain on
  Investment Securities                           52,677,597      223,288,334
Change in Net Appreciation
  (Depreciation) of Investment Securities        336,508,408    (239,673,996)
                                              --------------   --------------
NET INCREASE IN NET ASSETS
  FROM OPERATIONS                                529,475,030      102,194,744
                                              --------------   --------------
DISTRIBUTIONS TO
  SHAREHOLDERS
Net Investment Income                          (140,427,579)    (118,580,406)
In Excess of Net
  Investment Income                                        0     (35,552,507)
Net Realized Gain on
  Investment Securities                        (180,471,498)     (39,465,441)
                                              --------------   --------------
TOTAL DISTRIBUTIONS                            (320,899,077)    (193,598,354)
                                              --------------   --------------
FUND SHARE   TRANSACTIONS
Proceeds from Sales of Shares                    767,808,162    1,480,266,941
Reinvestment of Distributions                    301,417,968      178,200,257
                                              --------------   --------------
                                               1,069,226,130    1,658,467,198
Amounts Paid for Repurchases
  of Shares                                  (1,181,514,849)  (1,066,268,671)
                                              --------------   --------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM FUND
  SHARE TRANSACTIONS                           (112,288,719)      592,198,527
                                              --------------   --------------
Total Increase in Net Assets                      96,287,234      500,794,917
NET ASSETS
Beginning of Period                            3,913,321,675    3,412,526,758
                                              --------------   --------------
End of Period (Including
  Accumulated Undistributed Net
  Investment Income of
  $1,916,689 and $2,055,243,
  respectively)                               $4,009,608,909   $3,913,321,675
                                              ==============   ==============

                             --------------------------------------
FUND SHARE TRANSACTIONS
Shares Sold                                       67,824,580      124,877,111
Shares Issued from Reinvestment
  of Distributions                                27,888,096       15,171,237
                                              --------------   --------------
                                                  95,712,676      140,048,348
Shares Repurchased                             (105,096,248)     (90,302,861)
                                              --------------   --------------
Net Increase (Decrease) in Fund Shares           (9,383,572)       49,745,487
                                              ==============   ==============
See Notes to Financial Statements

<PAGE>


INVESCO Industrial Income Fund, Inc.
Notes to Financial Statements
     NOTE  1  --  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES.  INVESCO
Industrial Income Fund, Inc. (the "Fund"), a Maryland Corporation, 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.
     A. SECURITY  VALUATION -- Equity securities  traded on national  securities
        exchanges or in the over-the-counter market are valued at the last sale 
        price in the market where such securities are primarily  traded. If last
        sale 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 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 the 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.
            If market  quotations or pricing service  valuations are not readily
      available, securities are valued at fair value as determined in good faith
      by the Fund's  board of  directors.  Restricted  securities  are valued in
      accordance with 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,  or at market
      value if maturity is greater than 60 days.
B.    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. Interest income,  which may be comprised
      of stated  coupon rate,  market  discount and original  issue  discount is
      recorded on the accrual basis.  Discounts 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.
            Restricted  securities  held by the Fund may not be sold  except  in
      exempt   transactions  or  in  a  public  offering  registered  under  the
      Securities  Act of  1933.  The risk of  investing  in such  securities  is
      generally  greater than the risk of investing in the  securities of widely
      held,  publicly traded  companies.  Lack of a secondary  market and resale
      restrictions may result in the inability of the Fund to sell a security at
      a fair price and may  substantially  delay the sale of the security  which
      the Fund seeks to sell. In addition,  these securities may exhibit greater
      price volatility than securities for which secondary markets exist.
            The Fund may have elements of risk due to  concentrated  investments
      in foreign issuers located in a specific country.  Such concentrations may
      subject the Fund to additional  risks  resulting from future  political or
      economic   conditions   and  possible   imposition   of  adverse   foreign
      governmental laws or currency exchange restrictions.
            Investments  in  securities  of  governmental  agencies  may only be
      guaranteed by the respective agency's limited authority to borrow from the
      U.S.  Government and may not be guaranteed by the full faith and credit of
      the United States.

<PAGE>

C.    FEDERAL AND STATE TAXES -- The Fund has complied  and  continues to comply
      with the provisions of the Internal  Revenue Code  applicable to regulated
      investment  companies  and,  accordingly,  has  made  or  intends  to make
      sufficient distributions of net investment income and net realized capital
      gains,  if any, to relieve it from all federal and state  income taxes and
      federal excise taxes.
            Dividends  paid  by  the  Fund  from  net   investment   income  and
      distributions  of net realized  short-term  capital gains are, for federal
      income tax purposes,  taxable as ordinary income to  shareholders.  Of the
      ordinary income  distributions  declared for the year ended June 30, 1995,
      49.10%  qualified for the dividends  received  deduction  available to the
      Fund's corporate shareholders.
            Investment  income  received from foreign  sources may be subject to
      foreign withholding taxes.  Dividend and interest income is shown gross of
      foreign withholding taxes in the accompanying financial statements.
D.    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 mortgage-backed securities, market discounts, 
      nontaxable dividends, net operating losses, expiring capital loss 
      carryforwards and deferral of wash sales. During the year ended June 30, 
      1995, the Fund reclassified $19,671 from accumulated undistributed net 
      realized gain to accumulated undistributed net investment income. Paid-in
      capital, net investment income and net assets were not affected.
NOTE 2 -- INVESTMENT  ADVISORY AND OTHER  AGREEMENTS.  INVESCO Funds Group,
Inc. ("IFG") serves as the Fund's  investment  adviser.  As compensation for its
services to the Fund,  IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid monthly.  The fee is based on the annual
rate of 0.60% on the first $350 million of average net assets;  reduced to 0.55%
on the next $350 million of average net assets;  and 0.50% of average net assets
in excess of $700 million. Effective October 15, 1992, IFG voluntarily agreed to
waive a portion of its fee which  exceeds  0.45% of average net assets in excess
of $2 billion.  In addition,  effective October 21, 1993, IFG voluntarily agreed
to waive a portion  of its fee which  exceeds  0.40% of  average  net  assets in
excess of $4 billion.  In accordance with a Sub-Advisory  Agreement  between IFG
and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG,  investment  decisions of the
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG.
      In  accordance  with an  Administrative  Agreement,  the Fund  pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.015% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.
      IFG  receives  a  transfer  agent  fee at an  annual  rate of  $14.00  per
shareholder  account, or per participant in an omnibus account. IFG may pay such
fee for participants in omnibus accounts to affiliates or third parties. The fee
is paid  monthly at  one-twelfth  of the annual fee and is based upon the actual
number of accounts in existence during each month.

<PAGE>


      A plan of  distribution  pursuant  to Rule 12b-1 of the Act  provides  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of  average  annual  net  assets.  Amounts
accrued  by the Fund are  available  to  reimburse  the  Distributor  for actual
expenditures  incurred within a rolling  twelve-month period. For the year ended
June 30, 1995, the Fund paid the Distributor  $11,766,872 for  reimbursement  of
expenses incurred.  NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For
the year ended June 30, 1995,  the aggregate cost of purchases and proceeds from
sales of investment  securities  (excluding all U.S.  Government  securities and
short-term securities) were $1,743,845,716 and $2,256,555,297, respectively.
      The aggregate cost of purchases and proceeds from sales of U.S. Government
securities  were  $267,160,761  and  $121,106,891,   respectively.   NOTE  4  --
APPRECIATION  AND  DEPRECIATION.  At June 30, 1995,  the gross  appreciation  of
securities  in which  there  was an excess of value  over tax cost  amounted  to
$466,307,527,  and the gross  depreciation  of  securities in which there was an
excess  of  tax  cost  over  value  amounted  to  $43,572,358  resulting  in net
appreciation  of  $422,735,169.  NOTE  5 --  TRANSACTIONS  WITH  AFFILIATES  AND
AFFILIATED  COMPANIES.  Certain of the Fund's  officers and  directors  are also
officers and directors of IFG or ITC.
      The Fund has adopted an unfunded  noncontributory  defined benefit pension
plan covering all  independent  directors of the Fund who will have served as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of  retirement.  Pension  expenses  for the year ended  June 30,  1995,
included in Directors'  Fees and Expenses in the  Statement of  Operations  were
$79,659.  Unfunded accrued pension costs of $140,604,  and pension  liability of
$220,263 are included in prepaid expenses and accrued expenses, respectively, in
the Statement of Assets and Liabilities.
      An affiliated company  represents  ownership by the Fund of at least 5% of
the voting  securities of the issuer during the period, as defined in the Act. A
summary of the  transactions  during the year ended June 30, 1995,  in which the
issuer was an affiliate of the Fund, is as follows:

<TABLE>
<CAPTION>


                           Purchases                Sales                Realized
                 -------------------------------------------- Dividend    Loss on    Value at
Affiliate            Shares     Cost   Shares        Cost      Income Investments     6/30/95
---------------------------------------------------------------------------------------------------
<S>                       <C>      <C> <C>     <C>         <C>         <C>        <C>

El Paso Natural Gas       -        -   65,900  $1,980,482  $2,568,115  $ (65,490) $47,067,750
Omega Healthcare
  Investors               -        -        -           -   1,128,000           -  12,687,500

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
INVESCO Industrial Income Fund, Inc.
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

                                                                     Year Ended June 30
                                   ----------  ----------  ----------  ----------  ----------
                                         1995        1994        1993        1992        1991
<S>                                <C>         <C>         <C>         <C>         <C>    

PER SHARE DATA
Net Asset Value -- Beginning of Period $11.32      $11.53      $10.67       $9.74       $9.39
                                   ----------  ----------  ----------  ----------  ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                    0.42        0.36        0.31        0.28        0.36
Net Gains on Securities
  (Both Realized and Unrealized)         1.14        0.02        1.33        1.38        0.81
                                   ----------  ----------  ----------  ----------  ----------
Total from Investment Operations         1.56        0.38        1.64        1.66        1.17
                                   ----------  ----------  ----------  ----------  ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income     0.42        0.36        0.32        0.29        0.34
In Excess of Net Investment Income       0.00        0.11        0.00        0.00        0.00
Distributions from Capital Gains         0.54        0.12        0.46        0.44        0.48
                                   ----------  ----------  ----------  ----------  ----------
Total Distributions                      0.96        0.59        0.78        0.73        0.82
                                   ----------  ----------  ----------  ----------  ----------
Net Asset Value -- End of Period       $11.92      $11.32      $11.53      $10.67       $9.74
                                   ==========  ==========  ==========  ==========  ==========

TOTAL RETURN                           14.79%       3.24%      15.66%      17.04%      13.06%

RATIOS
Net Assets -- End of Period
  ($000 Omitted)                   $4,009,609  $3,913,322  $3,412,527  $2,092,955    $881,226
Ratio of Expenses to Average
  Net Assets#                           0.94%       0.92%       0.96%       0.98%       0.94%
Ratio of Net Investment Income
  to Average Net Assets#                3.61%       3.11%       2.94%       2.75%       3.92%
Portfolio Turnover Rate                   54%         56%        121%        119%        104%
<FN>
#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended June 30, 1995, 1994 and 1993. If such expenses had not been voluntarily
   absorbed,  ratio of  expenses  to average  net assets  would have been 0.97%,
   0.95% and 0.98%, respectively,  and ratio of net investment income to average
   net assets would have been 3.58%, 3.08%, and 2.92%, respectively.
</FN>
</TABLE>

<PAGE>

Report of Independent Accountants


To the Board of Directors and Shareholders of
INVESCO Industrial Income Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial  position of INVESCO  Industrial Income Fund,
Inc. (the "Fund") at June 30, 1995,  the results of its  operations for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting  principles.
These financial  statements and financial  highlights  (hereafter referred to as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits,  which included  confirmation  of securities at June
30, 1995 by correspondence with the custodian and the application of alternative
auditing  procedures for unsettled security  transactions,  provide a reasonable
basis for the opinion expressed above.

PRICE WATERHOUSE  LLP


Denver, Colorado
August 4, 1995



<PAGE>



                                FAMILY OF FUNDS

                                                                      Newspaper
Fund Name                          Fund Code       Ticker Symbol    Abbreviation
--------------------------------------------------------------------------------
International
Latin American Growth                 34               IVSLX          LatinAmGr
European Small Company                37                 *                 *
European                              56               FEURX             Europ
Pacific Basin                         54               FPBSX             PcBas
International Growth                  49               FSIGX            IntlGr
--------------------------------------------------------------------------------
Sector
Energy                                50               FSTEX             Enrgy
Environmental Services                59               FSEVX            Envirn
Financial Services                    57               FSFSX            FinSvc
Gold                                  51               FGLDX             Gold
Health Sciences                       52               FHLSX            HlthSc
Leisure                               53               FLISX            Leisur
Technology                            55               FTCHX             Tech
Worldwide Capital Goods               38               ISWGX            WldCap
Worldwide Communications              39               ISWCX            WldCom
--------------------------------------------------------------------------------
Growth, Value
Emerging Growth                       60               FIEGX            Emgrth
Value Equity                          46               FSEQX             ValEq
Small Company                         74               IDSCX            DivSmCo
Dynamics                              20               FIDYX             Dynm
Growth                                10               FLRFX             Grwth
--------------------------------------------------------------------------------
Equity-Income
Industrial Income                     15               FIIIX            IndInc
Utilities                             58               FSTUX             Util
--------------------------------------------------------------------------------
Balanced/Multiple-Asset
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
--------------------------------------------------------------------------------
Bond
High Yield                            31               FHYPX             HiYld
Select Income                         30               FBDSX            SelInc
U.S. Government Securities            32               FBDGX             USGvt
Intermediate Government Bond          47               FIGBX            IntGov
Short-Term Bond                       33               INIBX            ShTrBd
--------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Long-Term Bond               35               FTIFX             TxFre
Tax-Free Intermediate Bond            36                 *                 *
--------------------------------------------------------------------------------
Money Market
Tax-Free Money Fund                   40               FFRXX              N/A
Cash Reserves                         25               FDSXX              N/A
U.S. Government Money Fund            44               FUGXX              N/A

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

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


<PAGE>


INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,

Call toll-free:  1-800-525-8085

To reach PAL(R), your 24-hour Personal
Account Line, call:  1-800-424-8085

Or write to:
INVESCO Funds Group, Inc., Distributor
Post Office Box 173706
Denver, Colorado  80217-3706

This information must be preceded or accompanied by an effective prospectus.



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