INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1996-08-27
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ANNUAL REPORT


June 30, 1996


INVESCO
INDUSTRIAL
INCOME
FUND,
INC.


A Smart Choice For
The Foundation
of Your Portfolio


INVESCO FUNDS


<PAGE>



Economic Overview                                                      July 1996
     The U.S.  economy is growing  stronger.  There had been a sharp drop-off in
the Gross  Domestic  Product  growth rate during the last  quarter of 1995.  The
Federal  Reserve Board helped  kick-start  the  expansion by cutting  short-term
interest  rates twice in the winter of  1995-1996.  Since then,  statistics  for
factory  orders,  inventories,  housing  sales,  and U.S.  exports  all point to
renewed vigor.

Graph:            Economic Growth
            Quarterly Changes in Gross Domestic
                  Product (Annualized)

      This bar graph  illustrates the annualized  quarterly  growth rate for the
      Gross  Domestic  Product,  for the period  from the first  quarter of 1992
      through the second quarter of 1996.

      First quarter 1996 growth in GDP was  estimated at an  annualized  rate of
2.2%.  During the second quarter,  the economy picked up speed;  GDP expanded by
4.2%.  According to the Bureau of Labor Statistics,  about 230,000 new jobs were
created in June 1996.  With  unemployment  running at a relatively  modest 5.3%,
inflation  is  considered  a  threat  by some  economists.  Hence,  there is the
possibility  that the central  bank will  tighten  credit by raising  short-term
interest rates, in the event the economy does appear to be overheating.
      Given this  potential for higher rates,  securities  investors have pulled
back slightly,  leading to intensified volatility in the securities markets. The
S&P 500 had advanced by 9.60% for the five months ended 5/31/96, only to turn in
a flat performance in June. Bond prices dropped  throughout the first six months
of 1996 in  response  to the  overall  uncertainty.  For  the six  months  ended
6/30/96,  the  Lehman  Government/Corporate  Bond  Index  had a total  return of
- -1.88%.(1,2)
      Complicating  matters,  the past year has seen cyclic  market  shifts.  In
1995,  equity  investors  generally  favored  large-  capitalization  companies;
small-cap  stocks  underperformed  the  broad  market  indexes.  In early  1996,
however,  expectations  of a  continued  moderate  economic  expansion  made the
earnings growth rates of smaller-cap  firms more attractive on a relative basis.
More  recently,  concerns  about  consumer  debt  and  confidence  buffeted  the
small-caps, particularly in the technology sector.

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 6/30/96.



<PAGE>



      Individual performance by equity sectors varied widely over the first half
of  1996.  Among  the  stronger  industries  were  heavy  equipment,  chemicals,
securities brokers,  airlines, and consumer cyclicals such as apparel retailers.
Underperformers  included  utilities,   broadcasting,   factory  equipment,  and
insurance.

                            Industrial Income Fund
                       Average Annualized Total Return
                               as of 6/30/96(1)

                    1 year                       16.54%
                    -----------------------------------
                    5 years                      13.33%
                    -----------------------------------
                    10 years                     13.09%
                    -----------------------------------

      The market  environment has been even more challenging for bond investors.
Over the past 18 months,  the  fixed-income  markets  experienced  two  distinct
phases. The first began in 1995 with a bond rally that ran through January 1996.
Price advances were fueled by moderate  economic  growth and low inflation.  For
all of 1995,  the broad  fixed-income  market had a total  return of 19.24%,  as
measured by the Lehman Government/Corporate Bond Index.(1,2)
      The second  fixed-income  market  phase was  initiated in February of this
year.  The  environment  shifted to one of stronger  economic  growth,  with the
concomitant  potential for upward spirals in wages and prices;  mild indications
have already appeared. Fixed-income investors responded to the positive economic
news by sending prices tumbling.
      Since 1994 the Federal Reserve Board has actively  manipulated  short-term
rates,  seeking to  maintain  economic  expansion  without  sparking  inflation.
Recently,  there has been  some  indication  that the Fed may  allow a  slightly
higher level of inflation before tightening credit availability;  however, their
overall  strategy  is  unlikely to alter in the  near-term,  given an  impending
presidential  election  and the recent  reappointment  of Alan  Greenspan as Fed
chairman.
      In 1995,  the  fixed-income  market  advanced,  though not as  strongly as
equities.  Since then,  with  interest  rates  rising,  bond prices have shown a
corresponding  weakness.  These factors have had a negative impact on Industrial
Income Fund's overall performance during the past year. However, it is important
to note that,  separately,  the fund's stock and bond  portfolios both performed
well compared to those markets.
      For the one-year  period ended  6/30/96,  INVESCO  Industrial  Income Fund
achieved a total  return of 16.54%.  During the same  period,  the S&P 500 had a
total  return of 25.88%,  and the Lehman  Government/Corporate  Bond index had a
total return of 4.66%. (Of course, past performance is not a guarantee of future
results.)(1,2)
      As the line graph on page one  illustrates,  for the 10-year  period ended
6/30/96,  the value of a $10,000  investment in INVESCO  Industrial Income Fund,
plus reinvested  dividends and capital gain  distributions,  would have risen to
$34,226.  The chart and other  total  return  figures  cited  reflect the fund's
operating  expenses,  but the  indexes do not have  expenses,  which  would,  of
course, have lowered their performance.  (Past performance is not a guarantee of
future results.)(1,2)


<PAGE>



Strategic Summary
      Industrial  Income  Fund  employs a  two-pronged  strategy  in seeking its
objective  of  current  income  with  potential  capital  appreciation  over the
longer-term.
      The stock and bond markets don't always move in parallel. As a result, the
fund's fixed-income  allocation can provide an element of stability,  along with
additional income  opportunities.  Over the past two years,  however -- with the
bond  market  trailing  stocks by an  unusually  wide  margin -- the fund's bond
component has compromised overall returns.
      In April 1996, the fund's board of directors  approved that  management of
Industrial  Income  Fund place a greater  emphasis  on  equities.  While  future
performance  cannot be guaranteed,  we believe that this refinement of our broad
strategy will provide  additional  opportunities  for more competitive  returns,
while maintaining investment flexibility. And of course, as you can see from the
bar chart below, bonds remain an important part of our strategy.

Graph:      Portfolio Diversification by Value

      This  graph  reflects  the  allocation  of the  Industrial  Income  Fund's
      portfolio  by  value  of net  assets  in  Fixed-Income,  Capital  Goods  &
      Construction,   Consumer  Cyclical,  Consumer  Staples,  Energy,  Finance,
      Technology, Other Equity, and Net Cash & Short-Term securities as of 6/95,
      12/95, and 6/96.

Equity Investments
      Industrial Income Fund's holdings continue to be well- diversified  across
the  various  market  sectors,  with no  significant  biases  towards any single
industry.  Instead,  we are emphasizing five investment  themes:  companies with
strong balance sheets,  positive cash flows,  excellent  management,  leadership
positions,  and--most  important--the ability to grow earnings regardless of the
economic environment.
      While our thematic  approach  results in more of a "bottom-up"  investment
process,  cyclical  market  shifts  are  continuously  monitored.  For  example,
industries  such as banking and insurance  tend to perform poorly during periods
of rising  interest  rates.  As rates began to move upward earlier this year, we
cut  back  on the  portfolio's  financial  weighting  and  avoided  much  of the
subsequent price depreciation.
      On the other  hand,  opportunities  abound in the  energy  sector.  Due to
increasing  efficiencies from improved technology,  profitability in exploration
and production is up,  particularly for natural gas firms. These in turn lead to
improved sales for servicing companies. Over the past six months, we have opened
or  increased  positions  in domestic  firms,  which  stand to benefit  from any
political  problems  in the  Middle  East.  These  holdings  include  Sonat Inc,
USX-Marathon Group, and Apache Corp.
      Retail has been another  profitable area. We have focused our attention on
department stores such as Nordstrom Inc, Sears Roebuck & Co, Dayton Hudson,  and
Penney (JC) Co. These firms have shown increased ability to control  inventories
efficiently.


<PAGE>



      Despite  turmoil  among  the  smaller-capitalization   issues,  technology
remains a  valuable  aspect of our  overall  strategy.  Over the past  year,  we
reestablished  positions in companies like Motorola Inc and Intel Corp,  seeking
to benefit from new product  cycles.  And, now that the U.S.  defense budget has
stabilized  and orders from  overseas  are on the  upswing,  aerospace  firms --
especially component manufacturers such as Honeywell Inc and AlliedSignal Inc --
show potential for increasing earnings growth.
      Health-care,   too,  has  provided   opportunities  for  growth.  We  have
highlighted pharmaceutical companies, including Glaxo Wellcome PLC, Novo-Nordisk
A/S ADR, Pharmacia & Upjohn Inc, and others.
      Other than drug companies,  we have underweighted consumer staples for the
past six months. Over the second half of 1996, however,  the market is likely to
make a cyclical turn to predictable  earnings and dividend  reports;  our sector
allocations will be shifted as specific opportunities present themselves.

Fixed-Income Holdings
      In managing the fund's fixed-income  holdings, our strategy has focused on
interest rate risk management.  During the 1995 market advance,  we restructured
the portfolio to take advantage of the generally positive market environment, by
lengthening bond duration.  Duration is an expression of a bond's  volatility --
generally  speaking,  longer duration reflects greater market risk.  However, as
interest rates declined last year, bond prices concurrently rose, and the fund's
holdings  appreciated in value. (Of course,  past performance is not a guarantee
of future results.)
      With   evidence   of  a  reviving   economic   expansion   in   February
1996,  the  market  cycle  shifted  and  interest  rates  began  to  rise.  In
response to this change, we began to shorten duration.
      As this  report was  written,  we had taken a neutral  stance on  interest
rates. Our goal is to maintain  flexibility so that we may react promptly to the
key variables -- data on the leading economic  indicators,  corporate  earnings,
potential action by the Fed, a shift in market sentiment, and other factors.
      The present market  environment  also demands a heightened  sensitivity to
credit quality. In our opinion,  corporate bonds are now fully valued. Shifts in
the  economy's  momentum  -- up or down  -- will  have  considerable  impact  on
fixed-income  obligations,  particularly high yield  corporates.  Since 1994, we
have  pursued  special  situations:  corporations  whose debt may enjoy a credit
upgrade due to improving  fundamentals  or other  factors.  Already in 1996, for
example, our stake in Continental  Cablevision appreciated in value, and we took
profits, as a result of that firm's acquisition by US WEST Communications Group.
(The latter is among the fund's top-ten equity holdings.)

Fund Management
      INVESCO    Industrial    Income   Fund   is   co-managed   by   industry
veterans.   Charles  P.  Mayer  has  been  responsible  for  the  equity  side
of  the  portfolio   since  1993.  An  industry   veteran  with  26  years  of
professional  experience,   he  earned  an  MBA  from  St.  John's  University
and  a  BA  from  St.   Peter's   College.   Previously,   Charlie   was  with
Westinghouse Pension.


<PAGE>



      Charlie  is   assisted  by  INVESCO   Trust   Company   Vice   President
Albert  M.  Grossi.   Al  began  his  career  as  a   securities   analyst  in
1974.   Previously,   he  served  as  a   portfolio   manager/senior   analyst
with  Westinghouse   Pension  Investments   Corporation.   He  holds  both  an
MBA and BA from Rutgers University.
      Donovan "Jerry" Paul has served as co-portfolio  manager of the fund since
1994,  concentrating  on  fixed-income  securities.  Jerry began his  investment
career in 1976; before joining INVESCO,  he worked for Stein, Roe & Farnham Inc.
as well as Quixote Investment  Management.  He earned an MBA from the University
of  Northern  Iowa,  and a BBA from the  University  of Iowa.  He is a Chartered
Financial Analyst and Certified Public Accountant.

(1)   Total  return   assumes   reinvestment   of  dividends  and  capital  gain
      distributions for the periods  indicated.  Investment return and principal
      value will fluctuate so that, when redeemed,  an investor's  shares may be
      worth more or less than when purchased.

(2)   The  S&P  500  is  an  unmanaged  index  considered   representative  of
      the   performance   of  the  broad  U.S.   stock   market.   The  Lehman
      Government/Corporate     Bond    index    is    an    unmanaged    index
      indicative of the broad fixed-income market.


<PAGE>



INVESCO Industrial Income Fund, Inc.
Ten Largest Common Stock Holdings
June 30, 1996

Description                                                        Value
- ------------------------------------------------------------------------
Hilton Hotels                                                $78,750,000
U S WEST Communications Group                                 70,125,000
General Electric                                              69,200,000
AT&T Corp                                                     68,200,000
Bank of New York                                              61,500,000
Exxon Corp                                                    60,812,500
American Home Products                                        60,125,000
Philip Morris                                                 57,200,000
Allied Signal Inc                                             57,125,000
Kansas City Southern Industries                               53,893,875

Composition of holdings is subject to change.




<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
June 30, 1996
<TABLE>
<CAPTION>

                                                                  Shares or
                                                                  Principal
Description                                                          Amount             Value
- ---------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>       
Boeing Co                                                           250,000        21,781,250
General Motors Class H                                              500,000        30,062,500
Lockheed Martin                                                     500,000        42,000,000
McDonnell Douglas                                                   460,000        22,310,000
Northrop Grumman                                                    687,800        46,856,375
                                                                                 ------------
                                                                                  163,010,125
                                                                                 ------------
AUTOMOBILE RELATED 3.26%
Borg-Warner Automotive                                              400,600        15,823,700
Chrysler Corp                                                       425,000        26,350,000
Cummins Engine                                                      400,000        16,150,000
Eaton Corp                                                          600,000        35,175,000
Ford Motor                                                          800,000        25,900,000
Goodyear Tire & Rubber                                              350,000        16,887,500
                                                                                 ------------
                                                                                  136,286,200
                                                                                 ------------
BANKING 5.15%
Bank of New York                                                  1,200,000        61,500,000
BankAmerica Corp                                                    400,000        30,300,000
Chase Manhattan                                                     600,000        42,375,000
First Chicago NBD                                                   943,000        36,894,875
Fleet Financial Group                                               500,000        21,750,000
Mellon Bank                                                         400,000        22,800,000
                                                                                 ------------
                                                                                  215,619,875
                                                                                 ------------
BUILDING & CONSTRUCTION RELATED 0.70%
Fluor Corp                                                          450,000        29,418,750
                                                                                 ------------
CHEMICALS 1.76%
Air Products & Chemicals                                            500,000        28,875,000
Olin Corp                                                           500,000        44,625,000
                                                                                 ------------
                                                                                   73,500,000
                                                                                 ------------
COMPUTER RELATED 1.18%
International Business Machines                                     500,000        49,500,000
                                                                                 ------------
DIVERSIFIED COMPANIES 6.32%
AlliedSignal Inc                                                  1,000,000        57,125,000
duPont (E I) de Nemours                                             590,000        46,683,750
General Electric                                                    800,000        69,200,000
Kansas City Southern Industries                                   1,257,000        53,893,875
Tenneco Inc                                                         500,000        25,562,500
Whitman Corp                                                        500,000        12,062,500
                                                                                 ------------
                                                                                  264,527,625
                                                                                 ------------


<PAGE>



ELECTRICAL EQUIPMENT 2.12%
Emerson Electric                                                    500,000        45,187,500
Honeywell Inc                                                       800,000        43,600,000
                                                                                 ------------
                                                                                   88,787,500
                                                                                 ------------
FINANCE RELATED 1.16%
American Express                                                    500,000        22,312,500
Block (H & R) Inc                                                   800,000        26,100,000
                                                                                 ------------
                                                                                   48,412,500
                                                                                 ------------
FOOD PRODUCTS & BEVERAGES 3.31%
Anheuser-Busch Cos                                                  700,000        52,500,000
General Mills                                                       700,000        38,150,000
Heinz (H J) Co                                                    1,125,000        34,171,875
Quaker Oats                                                         400,000        13,650,000
                                                                                 ------------
                                                                                  138,471,875
                                                                                 ------------
FUNERAL SERVICES 0.69%
Service Corp International                                          500,000        28,750,000
                                                                                 ------------
HOTELS 1.88%
Hilton Hotels                                                       700,000        78,750,000
                                                                                 ------------
INSURANCE 0.32%
Allmerica Property & Casualty                                       500,000        13,500,000
                                                                                 ------------
MACHINERY 1.70%
Foster Wheeler                                                      600,000        26,925,000
Ingersoll-Rand Co                                                   550,000        24,062,500
TRINOVA Corp                                                        600,000        20,025,000
                                                                                 ------------
                                                                                   71,012,500
                                                                                 ------------
MEDICAL EQUIPMENT & SUPPLIES 0.77%
Becton Dickinson & Co                                               400,000        32,100,000
                                                                                 ------------
MEDICAL RELATED - DRUGS 5.13%
American Home Products                                            1,000,000        60,125,000
Glaxo Wellcome PLC Sponsored ADR                                  1,600,000        42,800,000
Novo-Nordisk A/S ADR                                                859,172        30,715,399
Pfizer Inc                                                          300,000        21,412,500
Pharmacia & Upjohn                                                  600,000        26,625,000
Warner-Lambert Co                                                   600,000        33,000,000
                                                                                 ------------
                                                                                  214,677,899
                                                                                 ------------
MINING 0.94%
Newmont Mining                                                      799,050        39,453,094
                                                                                 ------------
MOTION PICTURES & TELEVISION 0.45%
Disney (Walt) Co                                                    300,000        18,862,500
                                                                                 ------------


<PAGE>



OFFICE EQUIPMENT 1.15%
Xerox Corp                                                          900,000        48,150,000
                                                                                 ------------
OIL & GAS RELATED 9.59%
Amoco Corp                                                          400,000        28,950,000
Apache Corp                                                         800,000        26,300,000
Atlantic Richfield                                                  400,000        47,400,000
Chevron Corp                                                        400,000        23,600,000
Dresser Industries                                                1,000,000        29,500,000
Exxon Corp                                                          700,000        60,812,500
Halliburton Co                                                      550,000        30,525,000
Royal Dutch Petroleum
   New York Registry 5 Gldr Shrs                                    300,000        46,125,000
Schlumberger Ltd                                                    400,000        33,700,000
Sonat Inc                                                           600,000        27,000,000
USX-Marathon Group                                                1,000,000        20,125,000
Unocal Corp                                                         800,000        27,000,000
                                                                                 ------------
                                                                                  401,037,500
                                                                                 ------------
PAPER & PAPER PRODUCTS 0.94%
Champion International                                              500,000        20,875,000
International Paper                                                 500,000        18,437,500
                                                                                 ------------
                                                                                   39,312,500
                                                                                 ------------
PHOTO EQUIPMENT & SUPPLIES 0.44%
Polaroid Corp                                                       400,000        18,250,000
                                                                                 ------------
PRINTING & PUBLISHING 1.06%
Donnelley (R R) & Sons                                              600,000        20,925,000
Time Warner                                                         600,000        23,550,000
                                                                                 ------------
                                                                                   44,475,000
                                                                                 ------------
REAL ESTATE RELATED 2.06%
Health & Retirement Properties Trust REIT                         1,600,000        27,600,000
Health Care Property Investors REIT                                 550,000        18,562,500
Healthcare Realty Trust                                             400,000         9,500,000
Meditrust SBI REIT                                                  500,000        16,687,500
Omega Healthcare Investors                                          500,000        13,812,500
                                                                                 ------------
                                                                                   86,162,500
                                                                                 ------------
RETAIL 4.29%
Dayton Hudson                                                       400,000        41,250,000
Limited Inc                                                         543,899        11,693,829
May Department Stores                                               800,000        35,000,000
Nordstrom Inc                                                       500,000        22,250,000
Payless ShoeSource*                                                 128,000         4,064,000
Penney (J C) Co                                                     500,000        26,250,000
Sears Roebuck & Co                                                  800,000        38,900,000
                                                                                 ------------
                                                                                  179,407,829
                                                                                 ------------


<PAGE>



SAVINGS & LOAN 0.40%
Charter One Financial                                               480,000        16,740,000
                                                                                 ------------
SEMICONDUCTOR EQUIPMENT 0.88%
Intel Corp                                                          500,000        36,718,750
                                                                                 ------------
TELECOMMUNICATIONS 4.01%
AT&T Corp                                                         1,100,000        68,200,000
Harris Corp Delaware                                                500,000        30,500,000
Motorola Inc                                                        400,000        25,150,000
Nokia Corp Sponsored ADR
   Representing Ord A Shr~                                          500,000        18,500,000
U S WEST Media Group*                                             1,400,000        25,550,000
                                                                                 ------------
                                                                                  167,900,000
                                                                                 ------------
TOBACCO 1.37%
Philip Morris                                                       550,000        57,200,000
                                                                                 ------------
TRANSPORTATION 2.26%
Conrail Inc                                                         598,600        39,732,075
Norfolk Southern                                                    250,000        21,187,500
Overseas Shipholding Group                                          300,000         5,437,500
Union Pacific                                                       400,000        27,950,000
                                                                                 ------------
                                                                                   94,307,075
                                                                                 ------------
UTILITIES 4.85%
Bell Atlantic                                                       600,000        38,250,000
GTE Corp                                                            600,000        26,850,000
KN Energy                                                           303,000        10,150,500
NYNEX Corp                                                          800,000        38,000,000
SBC Communications                                                  400,000        19,700,000
U S WEST Communications Group                                     2,200,000        70,125,000
                                                                                 ------------
                                                                                  203,075,500
                                                                                 ------------
TOTAL COMMON STOCKS
   (Cost $2,436,209,591)                                                        3,097,377,097
                                                                                 ------------
BROADCASTING 0.08%
Chancellor Radio Broadcasting
   Sr Exchangeable Pfd**^, 12.250%                                   35,000         3,535,000
                                                                                 ------------
CABLE TELEVISION 0.19%
Cablevision Systems
   Redeemable Exchangeable Pfd**^
   Series L, 11.125%                                                 82,350         7,699,725
                                                                                 ------------
TOTAL PREFERRED STOCKS
   (Cost $11,400,000 )                                                             11,234,725
                                                                                 ------------



<PAGE>



US Government Obligations 3.17%
US Treasury Bonds
   6.875%, 8/15/2025                                             25,000,000        24,734,375
US Treasury Notes
   6.875%, 5/15/2006                                             20,000,000        20,218,720
   6.750%, 4/30/2000                                             10,000,000        10,106,250
   5.875%, 2/15/2004                                             50,000,000        47,734,300
   5.375%, 11/30/1997                                            30,000,000        29,746,830
                                                                                 ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $133,833,102)                                                            132,540,475
                                                                                 ------------
US Government Agency Obligations 6.13%
Federal Home Loan Mortgage
   Gold, Participation Certificates
   7.500%, 9/1/2024                                               8,174,370         8,067,278
   7.000%, 6/1/2024                                               8,727,640         8,407,152
   6.500%, 7/1/2008                                              32,789,450        31,930,661
   6.500%, 8/1/2008                                               5,226,184         5,089,305
   6.500%, 6/1/2010                                              44,594,625        43,426,647
   6.500%, 8/1/2010                                               9,534,660         9,237,837
Federal National Mortgage
   Association, Gtd Mortgage
   Pass-Through Certificates
   7.500%, 6/1/2024                                              13,720,795        13,548,723
   6.500%, 7/1/2008                                              37,447,090        36,391,044
   6.000%, 10/1/2009                                             21,864,192        20,837,209
Government National Mortgage
   Association I, Modified
   Pass-Through Certificates
   7.500%, 10/15/2023                                            16,612,484        16,473,421
   7.000%, 12/15/2023                                            45,891,825        44,298,874
   6.500%, 3/15/2026                                             20,342,187        18,924,316
                                                                                 ------------
TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $260,688,688)                                                            256,632,467
                                                                                 ------------
Corporate Bonds 12.69%
BANKING 0.29%
Dresdner Bank AG, Sub Notes
   7.250%, 9/15/2015                                              6,000,000         5,777,322
Sovereign Bancorp, Medium-Term
   Sub Notes, 8.000%, 3/15/2003                                   6,500,000         6,472,174
                                                                                 ------------
                                                                                   12,249,496
                                                                                 ------------
BROADCASTING 2.03%
Allbritton Communications Sr Sub Deb
   11.500%, 8/15/2004                                            13,350,000        13,583,625
   Series B, 9.750%, 11/30/2007                                   5,000,000         4,562,500
Benedek Broadcasting, Sr Secured
   Notes, 11.875%, 3/1/2005                                      10,400,000        10,972,000
EZ Communications, Gtd Sr Sub Notes,
   9.750%, 12/1/2005                                              3,250,000         3,087,500


<PAGE>



Granite Broadcasting, Sr Sub
   Deb, 12.750%, 9/1/2002                                        10,600,000        11,580,500
   Notes, 10.375%, 5/15/2005                                      4,000,000         3,870,000
   Notes^, 9.375%, 12/1/2005                                      3,500,000         3,202,500
Grupo Televisa SA de CV, Sr Notes^
   Series B, 11.875%, 5/15/2006                                   5,000,000         5,100,000
Heritage Media, Sr Sub Notes
   8.750%, 2/15/2006                                              4,000,000         3,720,000
SCI Television, Sr Secured Notes
   11.000%, 6/30/2005                                             6,990,000         7,269,600
SFX Broadcasting, Sr Sub Notes^
   10.750%, 5/15/2006                                             8,000,000         7,960,000
Telemundo Group, Sr Discount
   Step-Up Notes, 7.000%, 2/15/2006                               6,000,000         5,400,000
Young Broadcasting, Sr Sub Notes
   Series B, 9.000%, 1/15/2006                                    5,000,000         4,450,000
                                                                                 ------------
                                                                                   84,758,225
                                                                                 ------------
BUILDING & CONSTRUCTION RELATED 0.14%
USG Corp, Sr Notes 8.500%, 8/1/2005                               6,000,000         5,805,000
                                                                                 ------------
CABLE TELEVISION 1.96%
Cablevision Industries, Sr Deb Series B,
   9.250%, 4/1/2008                                              27,050,000        27,252,875
Century Communications, Sr Sub Notes,
   11.875%, 10/15/2003                                            1,300,000         1,381,250
Continental Cablevision Sr Sub Deb,
   11.000%, 6/1/2007                                             21,800,000        24,687,933
   Sr Notes, 8.300%, 5/15/2006                                    4,500,000         4,656,375
Jones Intercable, Sr Sub Deb
   10.500%, 3/1/2008                                              7,403,000         7,810,165
Marcus Cable LP/Marcus Cable Capital III
   Sr Discount Step-Up Notes
   Zero Coupon^^, 12/15/2005                                      9,400,000         5,757,500
TeleWest PLC, Sr Discount Step-Up
   Deb, Zero Coupon^^, 10/1/2007                                  4,600,000         2,714,000
UIH Australia/Pacific Sr Discount
   Step-Up Notes^ Zero Coupon^^, 5/15/2006                       14,650,000         7,654,625
                                                                                 ------------
                                                                                   81,914,723
                                                                                 ------------
CHEMICALS 0.27%
Freeport-McMoRan Resource Partners LP,
   Sr Sub Notes 8.750%, 2/15/2004                                 4,000,000         4,041,200
Rexene Corp, Sr Notes 11.750%, 12/1/2004                          6,800,000         7,072,000
                                                                                 ------------
                                                                                   11,113,200
                                                                                 ------------
CONTAINERS 0.11%
Packaging Resources, Sr Secured
   Notes^, 11.625%, 5/1/2003                                      4,500,000         4,533,750
                                                                                 ------------



<PAGE>



HEALTH CARE RELATED 0.19%
Tenet Healthcare, Sr Sub Notes
   10.125%, 3/1/2005                                              7,500,000         7,912,500
                                                                                 ------------
INSURANCE 0.12%
Torchmark Corp, Deb 8.250%, 8/15/2009                             5,000,000         5,223,870
                                                                                 ------------
INVESTMENT BROKERS 0.13%
Donaldson Lufkin & Jenrette
   Medium-Term Notes 5.625%, 2/15/2016                            6,000,000         5,647,236
                                                                                 ------------
MOTION PICTURES & TELEVISION 0.67%
Paramount Communications, Sub Deb
   Series A, 7.000%, 7/1/2003                                     7,500,000         6,870,510
   Series B, 7.000%, 7/1/2003                                     3,140,000         2,876,454
   Viacom Inc, Sub Deb 8.000%, 7/7/2006                          19,800,000        18,412,792
                                                                                 ------------
                                                                                   28,159,756
                                                                                 ------------
OIL & GAS RELATED 0.44%
Gulf Canada Resources Ltd Sr Sub Deb,
   9.250%, 1/15/2004                                              6,550,000         6,353,500
Louis Dreyfus Natural Gas Sr Sub Notes,
   9.250%, 6/15/2004                                              5,000,000         5,087,500
Noble Drilling, Sr Notes 9.125%, 7/1/2006                         4,500,000         4,522,500
TransTexas Gas, Gtd Sr Secured Notes,
   11.500%, 6/15/2002                                             2,500,000         2,493,750
                                                                                 ------------
                                                                                   18,457,250
                                                                                 ------------
PAPER & PAPER PRODUCTS 0.50%
Buckeye Cellulose, Sr Sub Notes
   9.250%, 9/15/2008                                              2,000,000         1,990,000
SD Warren, Sr Sub Notes Series B,
   12.000%, 12/15/2004                                           10,500,000        11,130,000
Tembec Finance, Gtd Sr Notes
   9.875%, 9/30/2005                                              8,500,000         7,905,000
                                                                                 ------------
                                                                                   21,025,000
                                                                                 ------------
PRINTING & PUBLISHING 0.15%
News America Holdings, Sr Notes
   8.500%, 2/15/2005                                              5,900,000         6,211,585
                                                                                 ------------
RECREATION PRODUCTS & SERVICES 0.85%
AMF Group, Sr Sub Discount Step-Up
   Notes^, Zero Coupon^^ 3/15/2006                               14,000,000         7,525,000
Bally's Park Place Funding
   Gtd 1st Mortgage Notes
   9.250%, 3/15/2004                                              7,000,000         7,455,000
Station Casinos, Sr Sub Notes
   9.625%, 6/1/2003                                               3,000,000         2,940,000



<PAGE>



Trump Atlantic City Associates/
   Trump Atlantic City Funding
   1st Mortgage Notes 11.250%, 5/1/2006                           9,900,000         9,949,500
United Artists Theatre Circuit
   Sr Secured Notes, Series B
   11.500%, 5/1/2002                                              7,350,000         7,763,437
                                                                                 ------------
                                                                                   35,632,937
                                                                                 ------------
RETAIL 0.29%
Revco (D S) Inc, Sr Notes
   9.125%, 1/15/2000                                             11,755,000        12,166,425
                                                                                 ------------
SAVINGS & LOAN 0.34%
Western Financial Savings Bank
   Sub Capital Deb 8.500%, 7/1/2003                              14,000,000        14,080,108
                                                                                 ------------
TELECOMMUNICATIONS 2.49%
Arch Communications Group Sr Discount
   Step-Up Notes Zero Coupon^^, 3/15/2008                         5,750,000         2,961,250
Centennial Cellular, Sr Notes
   8.875%, 11/1/2001                                             10,480,000         9,746,400
Comcast Cellular Sr Participating Notes
   Series A, Zero Coupon, 3/5/2000                                3,000,000         2,055,000
   Series B, Zero Coupon, 3/5/2000                                6,000,000         4,110,000
CommNet Cellular, Sr Sub Discount
   Step-Up Notes Zero Coupon^^, 9/1/2003                          9,700,000         7,566,000
IntelCom Group USA Gtd Sr Discount
   Step-Up Notes^  Zero Coupon^^, 5/1/2006                       12,000,000         6,510,000
International CableTel Conv Sub Deb^,
   7.000% 6/15/2008                                              15,000,000        14,700,000
   Sr Deferred Step-Up Notes
   Zero Coupon^^, 10/15/2003                                      2,000,000         1,450,000
   Sr Deferred Step-Up Notes, Series B
   Zero Coupon^^, 2/1/2006                                       27,100,000        15,176,000
Lenfest Communications Sr Sub Notes^
   10.500%, 6/15/2006                                             9,000,000         9,045,000
MFS Communications Sr Discount
   Step-Up Notes Zero Coupon^^, 1/15/2006                        29,300,000        17,653,250
Rogers Cantel, Sr Secured Deb
   9.375%, 6/1/2008                                               2,700,000         2,612,250
   9.750%, 6/1/2016                                               8,000,000         7,710,000
Teleport Communications Group Sr Discount
   Step-Up Notes Zero Coupon^^, 7/1/2007                          5,000,000         2,912,500
                                                                                 ------------
                                                                                  104,207,650
                                                                                 ------------
TEXTILES & APPAREL MANUFACTURERS 0.12%
Avondale Mills, Sr Sub Notes^
   10.250%, 5/1/2006                                              5,000,000         4,925,000
                                                                                 ------------



<PAGE>



TRANSPORTATION 0.86%
Delta Air Lines Equipment Trust
   Certificates Series 1992E,
   9.300%, 1/2/2010                                               4,175,000         4,631,887
   Series 1992F, 9.300%, 1/2/2011                                 4,585,000         5,100,253
Overseas Shipholding Group, Deb
   8.750%, 12/1/2013                                              3,925,000         3,954,096
Stena AB, Sr Notes
   10.500%, 12/15/2005                                            4,000,000         3,970,000
Teekay Shipping Gtd 1st Pfd Ship
   Mortgage Notes 8.320%, 2/1/2008                                5,350,000         4,988,875
Viking Star Shipping Gtd 1st Pfd Ship
   Mortgage Notes 9.625%, 7/15/2003                              13,000,000        13,195,000
                                                                                 ------------
                                                                                   35,840,111
                                                                                 ------------
UTILITIES 0.74%
El Paso Electric, 1st Mortgage
   Secured Bonds, Series B
   7.750%, 5/1/2001                                               8,900,000         8,666,375
Long Island Lighting, Deb
   9.000%, 11/1/2022                                              5,850,000         5,375,992
   7.500%, 3/1/2007                                              11,000,000         9,893,829
U S WEST Communications Group
   Deb, 6.875%, 9/15/2033                                         8,000,000         7,000,000
                                                                                 ------------
                                                                                   30,936,196
                                                                                 ------------
TOTAL CORPORATE BONDS
   (Cost $544,788,094)                                                            530,800,018
                                                                                 ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $939,309,884)                                                            919,972,960
                                                                                 ------------
SHORT-TERM INVESTMENTS 3.70%
Corporate Bonds 0.09%
UTILITIES 0.09%
First PV Funding, Lease Oblig Bonds
   Series 1986B, 8.950%, 1/15/1997
   (Cost $3,914,880)                                              3,920,000         3,920,000
                                                                                 ------------
Commercial Paper 3.61%
FINANCE RELATED 3.36%
American Express Credit 5.370%, 7/1/1996                         39,372,000        39,372,000
Chevron Oil Finance 5.250%, 7/1/1996                             25,337,000        25,337,000
   5.250%, 7/2/1996                                              32,189,000        32,189,000
Ford Motor Credit 5.400%, 7/8/1996                               14,937,000        14,937,000
General Motors Acceptance 5.380%, 7/5/1996                       28,652,000        28,652,000
                                                                                 ------------
                                                                                  140,487,000
                                                                                 ------------



<PAGE>



LEASING COMPANIES 0.25%
Hertz Corp 5.380%, 7/3/1996                                      10,593,000        10,593,000
                                                                                 ------------
   TOTAL COMMERCIAL PAPER
   (Cost $151,080,000)                                                            151,080,000
                                                                                 ------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $154,994,880)                                                            155,000,000
                                                                                 ------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $3,541,914,355)
   (Cost for Income Tax Purposes $3,542,501,418)                                4,183,584,782
                                                                                 ============

<FN>
*    Security is non-income producing.

**   Security may make interest payments in other types of securities.

~    Security is an affiliated company (see Note 5).

^^   Step up bonds are obligations which increase the interest payment rate at a
     specific point in time. Rate shown reflects  current rate which may step up
     at a future date.

^    The following are restricted securities at June 30, 1996:

                                                                        Value as
                                   Acquisition      Acquisition             % of
Description                            Date(s)             Cost       Net Assets
- --------------------------------------------------------------------------------
AMF Group, Sr Sub Discount
   Step-Up Notes 3/7/96-
   Zero Coupon, 3/15/2006             4/22/96        7,850,830             0.18%
Avondale Mills, Sr Sub Notes
   10.250%, 5/1/2006                  4/23/96        4,923,500              0.12
Cablevision Systems Redeemable
   Exchangeable Pfd, Series L,
   11.125%                             2/8/96        7,900,000              0.18
Chancellor Radio Broadcasting
   Sr Exchangeable Pfd 12.250%        2/21/96        3,500,000              0.08
Granite Broadcasting Sr Sub Notes
   9.375%, 12/1/2005                  2/21/96        5,887,500              0.08
Grupo Televisa SA de CV Sr Notes,
   Series B 11.875%, 5/15/2006         5/8/96        5,000,000              0.12
IntelCom Group USA Gtd Sr Discount
   Step-Up Notes Zero Coupon,
   5/1/2006                           4/25/96        6,613,678              0.16
International Cabletel
   Conv Sub Deb, 7.000% 6/15/2008      6/7/96       15,000,000              0.35
Lenfest Communications Sr
   Sub Notes 10.500%, 6/15/2006       6/20/96        8,929,890              0.22
Packaging Resources Sr
   Secured Notes 11.625%, 5/1/2003    5/10/96        4,500,000              0.11
SFX Broadcasting Sr Sub Notes
   10.750%, 5/15/2006                 5/23/96        8,000,000              0.19
UIH Australia/Pacific Sr Discount
   Step-Up Notes Zero Coupon,
   5/15/2006                           5/8/96        7,495,523              0.18
                                                                    ------------
                                                                           1.97%
                                                                    ============


See Notes to Financial Statements
</FN>
</TABLE>



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Assets and Liabilities
June 30, 1996

ASSETS
Investment Securities at Value
   (Cost $3,541,914,355)                                           4,183,584,782
Receivables:
   Investment Securities Sold                                         14,331,796
   Fund Shares Sold                                                    4,428,889
   Dividends and Interest                                             19,660,167
Prepaid Expenses and Other Assets                                        178,011
                                                                 ---------------
TOTAL ASSETS                                                       4,222,183,645
                                                                 ---------------
LIABILITIES
Payables:
   Custodian                                                              32,580
   Distributions to Shareholders                                       2,280,009
   Investment Securities Purchased                                    29,510,815
   Fund Shares Repurchased                                            14,536,555
Accrued Distribution Expenses                                          5,017,630
Accrued Expenses and Other Payables                                      270,253
                                                                 ---------------
TOTAL LIABILITIES                                                     51,647,842
                                                                 ---------------
Net Assets at Value                                                4,170,535,803
                                                                 ===============
NET ASSETS
Paid-in Capital*                                                   3,299,297,632
Accumulated Undistributed Net Investment Income                           91,634
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign
   Currency Transactions                                             229,476,110
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                     641,670,427
                                                                 ---------------
Net Assets at Value                                               $4,170,535,803
                                                                 ===============
Net Asset Value, Offering and Redemption
   Price per Share                                                        $13.21
                                                                         =======

*  The Fund has one  billion  authorized  shares of common  stock,  par value of
   $1.00 per share, of which 315,632,152 were outstanding at June 30, 1996.

See Notes to Financial Statements




<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Operations
Year Ended June 30, 1996

INVESTMENT INCOME
INCOME
Dividends                                                            $76,656,261
Interest                                                              95,806,145
  Foreign Taxes Withheld                                               (489,569)
  TOTAL INCOME                                                       171,972,837
EXPENSES
Investment Advisory Fees                                              21,541,300
Distribution Expenses                                                 10,507,790
Transfer Agent Fees                                                    5,698,274
Administrative Fees                                                      640,468
Custodian Fees and Expenses                                              643,975
Directors' Fees and Expenses                                             219,609
Professional Fees and Expenses                                           157,535
Registration Fees and Expenses                                           111,763
Reports to Shareholders                                                  743,351
Other Expenses                                                           205,984
                                                              ------------------
  TOTAL EXPENSES                                                      40,470,049
  Fees and Expenses Absorbed
   by Investment Adviser                                             (1,198,984)
  Fees and Expenses Paid Indirectly                                    (331,771)
                                                              ------------------
   NET EXPENSES                                                       38,939,294
                                                              ------------------
NET INVESTMENT INCOME                                                133,033,543
                                                              ------------------
REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions                                  291,155,395
Change in Net Appreciation of Investment
  Securities and Foreign Currency Transactions                       217,662,186
                                                              ------------------
NET GAIN ON INVESTMENT SECURITIES                                    508,817,581
                                                              ------------------
Net Increase in Net Assets from Operations                          $641,851,124
                                                              ==================

See Notes to Financial Statements



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Changes in Net Assets
<TABLE>
<CAPTION>

                                                                     Year Ended June 30
                                                         -------------------------------------
                                                                    1996                 1995

OPERATIONS
<S>                                                       <C>                 <C>          
Net Investment Income                                       $133,033,543        $ 140,289,025
Net Realized Gain on
 Investment Securities and
 Foreign Currency Transactions                               291,155,395           52,677,597
Change in Net Appreciation
 of Investment Securities and
 Foreign Currency Transactions                               217,662,186          336,508,408
                                                         -------------------------------------
NET INCREASE IN NET ASSETS
 FROM OPERATIONS                                             641,851,124          529,475,030
                                                         -------------------------------------
DISTRIBUTIONS TO
 SHAREHOLDERS
Net Investment Income                                      (133,792,249)        (140,427,579)
Net Realized Gain on
 Investment Securities                                      (77,502,041)        (180,471,498)
                                                         -------------------------------------
TOTAL DISTRIBUTIONS                                        (211,294,290)        (320,899,077)
                                                         -------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                714,175,666          767,808,162
Reinvestment of Distributions                                198,324,457          301,417,968
                                                         -------------------------------------
                                                             912,500,123        1,069,226,130
Amounts Paid for Repurchases
 of Shares                                               (1,182,130,063)      (1,181,514,849)
                                                         -------------------------------------
NET DECREASE IN NET
 ASSETS FROM FUND
 SHARE TRANSACTIONS                                        (269,629,940)        (112,288,719)
                                                         -------------------------------------
Total Increase in Net Assets                                 160,926,894           96,287,234
NET ASSETS
Beginning of Period                                        4,009,608,909        3,913,321,675
                                                         -------------------------------------
End of Period (Including
 Accumulated Undistributed
  Net Investment Income of
  $91,634 and $1,916,689,
  respectively)                                           $4,170,535,803       $4,009,608,909
                                                         =====================================

FUND SHARE TRANSACTIONS
Shares Sold                                                   55,792,000           67,824,580
Shares Issued from Reinvestment
 of Distributions                                             15,483,292           27,888,096
                                                         -------------------------------------
                                                              71,275,292           95,712,676
Shares Repurchased                                          (92,077,091)        (105,096,248)
                                                         -------------------------------------
Net Decrease in Fund Shares                                 (20,801,799)          (9,383,572)
                                                         =====================================

See Notes to Financial Statements
</TABLE>



<PAGE>



INVESCO Industrial Income Fund, Inc.
Notes to Financial Statements
NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Industrial
Income Fund, Inc. (the "Fund"), was incorporated in Maryland.  The Fund is an
equity income fund that seeks the best possible current income.  The Fund is
registered under the Investment Company Act of 1940 (the "Act") as a
diversified, open-end management investment company.
      The following is a summary of significant accounting policies consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
A.    SECURITY  VALUATION  -- Equity  securities  traded on national  securities
      exchanges or in the  over-the-counter  market are valued at the last sales
      price in the market where such  securities are primarily  traded.  If last
      sales  prices are not  available,  securities  are  valued at the  highest
      closing bid price  obtained  from one or more dealers  making a market for
      such  securities or by a pricing  service  approved by the Fund's board of
      directors.
            Debt  securities are valued at evaluated bid prices as determined by
      a pricing service approved by the Fund's board of directors.  If evaluated
      bid prices are not available,  debt securities are valued by averaging the
      bid  prices  obtained  from one or more  dealers  making a market for such
      securities.
            Foreign  securities are valued at the closing price on the principal
      stock exchange on which they are traded.  In the event that closing prices
      are not available for foreign securities, prices will be obtained from the
      principal  stock  exchange  at or prior to the close of the New York Stock
      Exchange.  Foreign  currency  exchange rates are determined daily prior to
      the close of the New York Stock Exchange.
            If market  quotations or pricing service  valuations are not readily
      available, securities are valued at fair value as determined in good faith
      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 at the time of
      purchase, or 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.  Certain dividends from foreign
      securities will be recorded as soon as the Fund is informed of the
      dividend if such information is obtained subsequent to the ex-dividend
      date.  Interest income, which may be comprised of stated coupon rate,
      market discount 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.



<PAGE>



            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/or  possible   impositions  of  adverse  foreign
      governmental  laws or currency  exchange  restrictions.  Net  realized and
      unrealized  gain or  loss  from  investments  includes  fluctuations  from
      currency exchange rates and fluctuations in market value.
            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.
            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.
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, 1996,
      49.33%  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,
      foreign currency transactions, nontaxable dividends, net operating losses
      and expired capital loss carryforwards.  For the year ended June 30, 1996,
      the Fund reclassified $396,876 from accumulated undistributed net
      investment income and $1,124,326 from accumulated undistributed net
      realized gain on investment securities to paid-in capital.  Net investment
      income and net assets were not affected.
E.    EXPENSES -- Under an agreement between the Fund and the Fund's Custodian,
      agreed upon Custodian Fees and Expenses are reduced by credits granted by
      the Custodian from any temporarily uninvested cash.  Similarly, Other
      Expenses, which include Pricing Expenses, and Transfer Agent Fees are
      reduced by credits earned by the Fund from security brokerage transactions
      under certain broker/service arrangements with third parties.  Such
      credits are included in Fees and Expenses Paid Indirectly in the Statement
      of Operations.



<PAGE>



            For the year ended June 30, 1996,  Fees and Expenses Paid Indirectly
      consisted of $327,736  included in  Custodian  Fees and  Expenses,  $1,150
      included in Transfer Agent Fees and $2,885 included in Other Expenses.
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% on 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  received  a  transfer  agent  fee at an  annual  rate of  $14.00  per
shareholder  account, or per participant in an omnibus account through April 30,
1996. 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.  As of
May 1, 1996,  the transfer agent fee became $20.00 per  shareholder  account or,
where applicable, per participant in an omnibus account, per year, computed in a
manner similar to the previous fee.
      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, 1996, the Fund paid the  Distributor  $7,068,200 for  reimbursement  of
expenses incurred.
NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended June
30, 1996,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $2,143,649,433 and $2,255,090,081, respectively.
      The aggregate cost of purchases and proceeds from sales of U.S. Government
securities  were  $349,997,614  and  $528,793,876,   respectively.
NOTE  4  --  APPRECIATION  AND  DEPRECIATION.   At  June  30,  1996,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $703,534,306 and the gross depreciation of securities in which there
was an excess of tax cost over value amounted to  $62,450,942,  resulting in net
appreciation of $641,083,364.
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.



<PAGE>



      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.  As of July 1, 1996, benefits will be based on an annual
rate of 40% of the retainer fee at the time of retirement.  Pension expenses for
the year ended June 30, 1996,  included in  Directors'  Fees and Expenses in the
Statement of Operations were $45,449. Unfunded accrued pension costs of $108,817
and pension  liability of $233,926 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, 1996,  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   6/30/96
- -----------------------------------------------------------------------------------------------------------
Nokia Corp Sponsored ADR
<S>                       <C>     <C>          <C>     <C>            <C>         <C>           <C>        
 Representing Ord A Shr   700,000 $37,996,295  200,000 $12,115,830    $376,621    $(5,174,402)  $18,500,000
</TABLE>

NOTE 6 -- LINE OF CREDIT.  The Fund has  available a  Redemption  Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum of 5% of the Net Assets at Value of the Fund.  The Fund
agrees to pay annual fees and interest on the unpaid principal  balance based on
prevailing market rates as defined in the agreement. For the year ended June 30,
1996, there were no such borrowings.



<PAGE>



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

                                                             Year Ended June 30
                                           --------------------------------------------------
                                              1996       1995       1994      1993       1992

PER SHARE DATA
<S>                                     <C>        <C>        <C>        <C>        <C>       
Net Asset Value --
  Beginning of Period                       $11.92     $11.32     $11.53     $10.67      $9.74
                                           --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                         0.41       0.42       0.36       0.31       0.28
Net Gains on Securities
 (Both Realized and Unrealized)               1.53       1.14       0.02       1.33       1.38
                                           --------------------------------------------------
Total from Investment Operations              1.94       1.56       0.38       1.64       1.66
                                           --------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income          0.41       0.42       0.36       0.32       0.29
In Excess of Net Investment Income            0.00       0.00       0.11       0.00       0.00
Distributions from Capital Gains              0.24       0.54       0.12       0.46       0.44
                                           --------------------------------------------------
                                              0.65       0.96       0.59       0.78       0.73
                                           --------------------------------------------------
Net Asset Value -- End of Period           $ 13.21     $11.92    $ 11.32     $11.53    $ 10.67
                                           ==================================================

TOTAL RETURN                                16.54%     14.79%      3.24%     15.66%     17.04%

RATIOS
Net Assets --
  End of Period ($000 Omitted)          $4,170,536 $4,009,609 $3,913,322 $3,412,527 $2,092,955
Ratio of Expenses to
  Average Net Assets#                       0.93%@      0.94%      0.92%      0.96%      0.98%
Ratio of Net Investment
  Income to Average Net Assets#              3.17%      3.61%      3.11%      2.94%      2.75%
Portfolio Turnover Rate                        63%        54%        56%       121%       119%

<FN>
#     Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the
      years ended June 30, 1996,  1995,  1994 and 1993. If such expenses had not
      been voluntarily  absorbed,  ratio of expenses to average net assets would
      have been 0.96%,  0.97%, 0.95% and 0.98%,  respectively,  and ratio of net
      investment  income to average  net assets  would have been  3.14%,  3.58%,
      3.08% and 2.92%, respectively.

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

</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, 1996,  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, 1996 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 1, 1996



<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

Find us on the World Wide Web:
http://www.invesco.com

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

If you're in Denver, please visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue, Lobby Level

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



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