INVESCO INDUSTRIAL INCOME FUND INC
485BPOS, 1996-10-18
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                                                               File No. 2-15382
   
                          As filed on October 18, 1996
    
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form N-1A
   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X
                                                                       --
      Pre-Effective Amendment No. ________
      Post-Effective Amendment No.    57                                X
                                   --------                            --

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         X
                                                                       --
      Amendment No.     21                                              X
                    ----------                                         --
    
                      INVESCO INDUSTRIAL INCOME FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

                    7800 E. Union Avenue, Denver, Colorado 80237
                    (Address of Principal Executive Offices)

                    P.O. Box 173706, Denver, Colorado  80217-3706
                                (Mailing Address)

         Registrant's Telephone Number, including Area Code:  (303) 930-6300

                               Glen A. Payne, Esq.
                              7800 E. Union Avenue
                             Denver, Colorado 80237
                     (Name and Address of Agent for Service)
                                 -------------------
                                   Copies to:
                             Ronald M. Feiman, Esq.
                             Gordon Altman Butowsky
                              Weitzen Shalov & Wein
                                 114 W. 47th St.
                            New York, New York 10036
                                 -------------------
Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
   
     It is proposed that this filing will become  effective  (check  appropriate
box)  
____  immediately  upon filing  pursuant to paragraph (b) 
  X   on November 1, 1996, pursuant to paragraph (b) 
____  60 days after filing  pursuant to paragraph (a)(1) 
____  on ________________,  pursuant to paragraph (a)(1) 
____  75 days after filing pursuant to paragraph (a)(2) 
____  on ________________ pursuant to paragraph (a)(2) of Rule 485.
    
If appropriate, check the following box:
      this  post-effective  amendment  designates  a new  effective  date  for a
      previously filed post-effective amendment.

Registrant has previously  elected to register an indefinite number of shares of
its common  stock  pursuant  to Rule 24f-2  under the  Investment  Company  Act.
Registrant's  Rule 24f-2  Notice for the fiscal  year ended June 30,  1996,  was
filed on or about August 22, 1996.
   
                                   Page 1 of 4
    
                       Exhibit index is located at page __


<PAGE>


   
                                      NOTE

      This filing,  pursuant to Rule 485(b) under the  Securities Act of 1933 is
for the sole  purpose of  submitting  a power of attorney  for Hubert L. Harris,
Jr.,  a  new  director  of  the  Fund,  which  was  inadvertently  omitted  from
Post-Effective Amendment No. 56.

      All  relevant  portions  of  Post-Effective  Amendment  No.  56 under  the
Securities Act of 1933 and Post Effective  Amendment No. 20 under the Investment
Company  Act of 1940 (as filed  with the SEC on  August  30,  1996)  are  hereby
incorporated by reference into this filing.

    

<PAGE>


   
                                POWER OF ATTORNEY

      The person  executing  this Power of Attorney  hereby  appoints  Edward F.
O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute
and to file such Registration Statements under federal and state securities laws
and  such  Post-Effective  Amendments  to such  Registration  Statements  of the
hereinafter described entities as such attorney-in-fact,  or either of them, may
deem appropriate:

      INVESCO Diversified Funds, Inc.
      INVESCO Dynamics Fund, Inc.
      INVESCO Emerging Opportunity Funds, Inc.
      INVESCO Growth Fund, Inc.
      INVESCO Income Funds, Inc.
      INVESCO Industrial Income Fund, Inc.
      INVESCO International Funds, Inc.
      INVESCO Money Market Funds, Inc.
      INVESCO Multiple Asset Funds, Inc.
      INVESCO Specialty Funds, Inc.
      INVESCO Strategic Portfolios, Inc.
      INVESCO Tax-Free Income Funds, Inc.
      INVESCO Value Trust
      INVESCO Variable Investment Funds, Inc.

      This Power of Attorney,  which shall not be affected by the  disability of
the undersigned, is executed and effective as of the 23rd day of July, 1996.

                                          /s/ Hubert L. Harris, Jr.
                                          -------------------------------------
                                          Hubert L. Harris, Jr.


STATE OF GEORGIA              )
                              )
COUNTY OF DEKALB              )

      SUBSCRIBED,  SWORN TO AND ACKNOWLEDGED before me by Hubert L. Harris, Jr.,
as a director or trustee of each of the above-described  entities, this 23rd day
of July, 1996.

                                          /s/ Cecilia Underwood
                                          -------------------------------------
                                          Notary Public

My Commission Expires:  October 14, 1997
    


<PAGE>

   
      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  registrant  certifies that it meets all of
the requirements for  effectiveness of this Registration  Statement  pursuant to
Rule  485(b)  under  the  Securities  Act of  1933  and  has  duly  caused  this
post-effective  amendment  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Denver, County of Denver, and State of
Colorado, on the 18th day of October, 1996.

Attest:                                   INVESCO Industrial Income Fund, Inc.

/s/ Glen A. Payne                         /s/ Dan J. Hesser
- ------------------------------------      -------------------------------------
Glen A. Payne, Secretary                  Dan J. Hesser, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
post-effective amendment to Registrant's  Registration Statement has been signed
by the  following  persons  in the  capacities  indicated  on this  18th  day of
October, 1996.


/s/ Dan J. Hesser                         /s/ Lawrence H. Budner
- ------------------------------------      -------------------------------------
Dan J. Hesser, President &                Lawrence H. Budner, Director*
Director
(Chief Executive Officer)

/s/ Ronald L. Grooms                      /s/ Daniel D. Chabris
- ------------------------------------      -------------------------------------
Ronald L. Grooms, Treasurer               Daniel D. Chabris, Director*
(Chief Financial and
Accounting Officer)

/s/ Victor L. Andrews                     /s/ Fred A. Deering
- ------------------------------------      -------------------------------------
Victor L. Andrews, Director*              Fred A. Deering, Director*


/s/ Bob R. Baker                          /s/ A. D. Frazier, Jr.
- ------------------------------------      -------------------------------------
Bob R. Baker, Director*                   A. D. Frazier, Jr., Director*


/s/ Charles W. Brady                      /s/ Kenneth T. King
- ------------------------------------      -------------------------------------
Charles W. Brady, Director*               Kenneth T. King, Director*


/s/ Hubert L. Harris, Jr.                 /s/ John W. McIntyre
- ------------------------------------      -------------------------------------
Hubert L. Harris, Jr., Director*          John W. McIntyre, Director*


By*                                       By* /s/ Glen A. Payne
    --------------------------------          ---------------------------------
    Edward F. O'Keefe                         Glen A. Payne
    Attorney in Fact                          Attorney in Fact

* Original Powers of Attorney  authorizing  Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this  post-effective  amendment to the Registration
Statement of the Registrant on behalf of the above-named  directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
July 20, 1989, January 9, 1990, May 22, 1992, October 25, 1993, August 24, 1995.
    


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