INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1997-02-24
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SEMIANNUAL REPORT

December 31, 1996

INVESCO
INDUSTRIAL
INCOME
FUND,
INC.

A Smart Choice For
The Foundation
of Your Portfolio

INVESCO FUNDS


<PAGE>



Economic Overview                                                   January 1997
   Overheating -- or headed into a recession?  That's the question analysts have
posed all year about the U.S. economy.  During the third quarter of 1996, growth
moderated to a  "normal/dull"  level of 2.2%.  Representing  a slowdown from the
second quarter's  relatively  torrid pace of 4.7%, the current level of economic
expansion  should be moderate enough to stave off inflation  fears.  The rate of
increase in wages,  benefits,  and prices for consumer and industrial  goods has
not  accelerated  over the past 12 months;  the Consumer Price Index will likely
end 1996 up at an annualized  rate of about 3.0% -- in line with the  historical
average.
   A moderate  inflation level represents a positive factor for the economy.  At
the same time,  though, the longevity of the current expansion -- over six years
- -- remains a cause for concern; the post-World War II average is only four and a
half years.  Negative growth hasn't been experienced  since the first quarter of
1993. If the growth rate accelerates, many economists expect the Federal Reserve
Board to launch a preemptive  strike  against  inflation,  with the  concomitant
danger of cutting the expansion short.
   Last  summer,  concern  about  the Fed and the  national  elections  caused a
pullback in equity markets.  Since then, with the political status quo generally
maintained vis-a-vis the president and Congress,  and the economy slowing on its
own, the S&P 500 resumed its upward hike.(2)
   1997  is a  post-presidential  election  year,  when  the  stock  market  has
typically dropped, and volatility may well continue.  Currently,  valuations for
many individual stocks appear high. Moderate action from the Fed over the winter
- -- an increase of .25% in  short-term  interest  rates,  for example -- might be
interpreted  by  investors  in a  positive  light,  with  a  subsequent  calming
influence on price swings. Conversely,  heavy-handed measures could be viewed as
likely to trigger a recession, with negative consequences for corporate earnings
estimates -- and stock prices;  securities  markets around the globe immediately
dropped  following Fed Chairman Alan  Greenspan's  December  remark that current
stock prices may reflect "irrational exuberance."

INVESCO Industrial Income Fund


                             Industrial Income Fund
                           Average Annual Total Return
                                as of 11/31/96(1)

                    1 year                             16.72%
                    -----------------------------------------
                    5 years                            10.99%
                    -----------------------------------------
                    10 years                           14.78%
                    -----------------------------------------

   For the  six-month  period ended  12/31/96,  INVESCO  Industrial  Income Fund
achieved a total  return of 10.61%.  During the same  period,  the S&P 500 had a
total  return of 11.67%,  and the Lehman  Government/Corporate  Bond index had a
total return of 4.88%. (Of course, past performance is not a guarantee of future
results.)(1), (2)


<PAGE>


   As the line graph  illustrates,  for the 10-year period ended  12/31/96,  the
value of a $10,000 investment in INVESCO Industrial Income Fund, plus reinvested
dividends and capital gain distributions, would have risen to $39,676. 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.  (Of  course,  past  performance  is  not  a  guarantee  of  future
results.)(1),(2)

Graph:      Industrial Income Fund Total Return from 12/86 through 12/96

   This  line  graph  compares  the  value of a $10,000  investment  in  INVESCO
   Industrial  Income Fund to the value of a $10,000  investment  in the S&P 500
   Index and the Lehman Government/Corporate Bond Index, assuming in each case 
   reinvestment of all dividends and capital gain distributions, for the period
   12/86 through 12/96.


Strategic Summary
Equity Strategy
   During 1996,  we  maintained  broad  diversification  across  various  market
sectors.  However, as the bull market matures,  stock selectivity within certain
sectors will be more crucial.  We will continue to use a "top down"  approach in
making equity  investment  decisions:  first,  examining  economic  variables to
determine  sectors of the  economy  that may  outperform  the  market,  and then
selecting stocks within those sectors.
   Companies  with the following  attributes  are  considered  most  attractive:
strong balance sheets,  positive cash flows,  excellent  management,  leadership
positions, and the ability to grow earnings. This selection criteria for stocks,
while  providing  the potential  for capital  appreciation,  also seek to reduce
risk, as stocks are picked on fundamentals rather than market momentum.
   Over the last 12 months,  our  disciplined,  careful  selection  process  has
uncovered some exciting stocks at low valuation levels,  such as Biogen,  Lucent
Technologies,  and  some  of  the  baby  bells  --  Bell  Atlantic,  Nynex,  SBC
Communications, and U.S. West Communications. In the case of the regional bells,
we saw  companies  that had  underperformed  the market for two years.  However,
these same companies had established market share,  superior management,  strong
balance sheets, and the potential for growth in earnings. We feel companies like
the baby  bells,  which  have solid  fundamentals  but are out of favor with the
investment community, offer an excellent investment opportunity at their current
valuation levels.
   As we move  forward  into 1997,  we have  increased  the fund's  exposure  to
consumer staples -- especially in food, household products, and pharmaceuticals,
as we feel stable  earnings will be a crucial  variable in 1997. We also see the
potential for positive earnings growth in the energy sector, particularly in oil
services.  The  technology  sector  might also  provide  positive  surprises  in
earnings in 1997.
   The  decision  made by the fund's  board of directors in April 1996 to permit
greater emphasis on stocks in the fund's  portfolio  started paying off over the
last six months.  The fund increased its equity  position from 69% of the fund's
portfolio on 3/31/96 to 80.9% on 12/31/96.  This  intensified  focus on equities
helped improve the fund's  performance over the six-month period ended 12/31/96.
(Of course, past performance is not a guarantee of future results.)(1)


<PAGE>



Graph:      Industrial Income Fund Diversification by Value of Total Net Assets

   This graph  reflects the  diversification  of the  Industrial  Income Fund by
   value of total net assets in fixed income,  capital  goods and  construction,
   consumer  cyclical,  consumer staples,  energy,  finance,  technology,  other
   equity and net cash and short-term  securities as of December 31, 1995,  June
   30, 1996 and December 31, 1996.

Fixed-Income Strategy
   Even  though  we have  currently  reduced  the  fixed-income  portion  of the
portfolio,  it remains an important  component of the fund's  overall  strategy.
Holdings are managed to produce high current  income while also seeking  capital
appreciation.  This  investment  objective is pursued by a  value-oriented  bond
management  style which primarily  focuses on corporate  bonds,  with an average
duration of the portfolio between four to six years.
     Using a "bottom up" or  value-approach  analysis,  we were able to identify
corporate issuers who experienced fundamental credit quality improvement or were
acquired  by a  better-quality  issuer.  Many of these  credit  improvements  or
special situations occurred in the communications  industry, where consolidation
was the name of the  game in 1996.  Companies  such as  Continental  Cablevision
(which was acquired by US WEST Communication  Group), MFS Communications  (which
was acquired by WorldCom Inc.), and Nextel  Communications are examples of firms
in the  portfolio  that have either been  acquired or have the  potential  to be
acquired. As we move forward into 1997, fund management has started to rebalance
the fixed-income portion of the portfolio.  We have begun replacing high-quality
bonds with investment  grade putable bonds.  (Putable bonds are debt obligations
that allow holders to redeem the issue at specified  intervals  before  maturity
and receive full face value.) This  reallocation  to  investment  grade  putable
bonds should allow for growth in an up market, while offering some protection in
a  down  market.  This  should  help  to  reduce  interest  rate  risk,  as  the
fixed-income market might again be volatile in 1997.

Looking Forward
   As the economy moves into an  unprecedented  seventh year of expansion,  1997
could be a year of market  volatility  and a slowing  economy.  It is crucial to
remember that the fund's unique investment philosophy of combining a diversified
fixed-income  segment  with  growth and  income-oriented  equity  securities  is
intended  to  produce a fund that is an  "all-market"  fund.  The fund will seek
growth in bull  markets,  but also  seeks to offer  protection  in an  uncertain
market, which may enhance returns over the long run.

Fund Management
     INVESCO  Industrial  Income Fund is co-managed  by two INVESCO  senior vice
presidents.  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 Investments
Corporation.
   Charlie is assisted in choosing  equity  investments 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.


<PAGE>


   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.  Past performance is not a guarantee of
future  results.  Investment  return and principal value will fluctuate so that,
when  redeemed,  an  investor's  shares  may be  worth  more or less  than  when
purchased.  (2) The S&P 500 is an unmanaged index 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
December 31, 1996

Description                                                             Value
- --------------------------------------------------------------------------------
Bank of New York                                                     $81,000,000
General Electric                                                      79,100,000
Warner-Lambert Co                                                     75,000,000
Hilton Hotels                                                         73,150,000
US WEST Communications Group                                          70,950,000
Exxon Corp                                                            68,600,000
Allied Signal                                                         67,000,000
Northrop Grumman                                                      66,200,000
Anheuser-Busch Cos                                                    64,000,000
International Business Machines                                       60,400,000

Composition of holdings is subject to change.

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

INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
December 31, 1996
UNAUDITED

- --------------------------------------------------------------------------------
                                                       Shares or
                                                       Principal
Description                                            Amount              Value
- --------------------------------------------------------------------------------
COMMON STOCKS 80.82%
AEROSPACE & DEFENSE 3.95%
General Motors Class H                                 500,000      $ 28,125,000
Lockheed Martin                                        500,000        45,750,000
McDonnell Douglas                                      460,000        29,440,000
Northrop Grumman                                       800,000        66,200,000
                                                                    ------------
                                                                     169,515,000
                                                                    ------------
AUTOMOBILE RELATED 1.66%
Borg-Warner Automotive                                 400,600        15,423,100
Chrysler Corp                                          650,000        21,450,000
Eaton Corp                                             150,000        10,462,500
Ford Motor                                             750,000        23,906,250
                                                                    ------------
                                                                      71,241,850
                                                                    ------------
BANKING 6.59%
Bank of New York                                     2,400,000        81,000,000
BankAmerica Corp                                       400,000        39,900,000
Chase Manhattan                                        300,000        26,775,000
CoreStates Financial                                   600,000        31,125,000


<PAGE>


First Chicago NBD                                      943,000        50,686,250
Fleet Financial Group                                  500,000        24,937,500
Mellon Bank                                            400,000        28,400,000
                                                                    ------------
                                                                     282,823,750
                                                                    ------------
BIOTECHNOLOGY 0.45%
Biogen Inc*                                            498,000        19,297,500
                                                                    ------------
BUILDING & CONSTRUCTION RELATED 1.10%
Fluor Corp                                             750,000      $ 47,062,500
                                                                    ------------
CHEMICALS 1.67%
Air Products & Chemicals                               600,000        41,475,000
Olin Corp                                              800,000        30,100,000
                                                                    ------------
                                                                      71,575,000
                                                                    ------------
CLEANING PRODUCTS 1.25%
Procter & Gamble                                       500,000        53,750,000
                                                                    ------------
COMPUTER RELATED 1.99%
Hewlett-Packard Co                                     500,000        25,125,000
International Business Machines                        400,000        60,400,000
                                                                    ------------
                                                                      85,525,000
                                                                    ------------
DIVERSIFIED COMPANIES 6.18%
Allied Signal                                        1,000,000        67,000,000
du Pont (E I) de Nemours                               500,000        47,187,500
General Electric                                       800,000        79,100,000

Kansas City Southern Industries                      1,100,000        49,500,000
Tenneco Inc                                            500,000        22,562,500
                                                                    ------------
                                                                     265,350,000
                                                                    ------------
ELECTRICAL EQUIPMENT 2.26%
Emerson Electric                                       525,000        50,793,750
Honeywell Inc                                          700,000        46,025,000
                                                                    ------------
                                                                      96,818,750
                                                                    ------------
ELECTRONICS 2.26%
Intel Corp                                             400,000        52,375,000
Texas Instruments                                      700,000        44,625,000
                                                                    ------------
                                                                      97,000,000
                                                                    ------------

<PAGE>



FOOD PRODUCTS & BEVERAGES 5.17%
Anheuser-Busch Cos                                   1,600,000        64,000,000
General Mills                                          800,000        50,700,000
Heinz (H J) Co                                       1,100,000        39,325,000
Kellogg Co                                             800,000        52,500,000
Quaker Oats                                            400,000        15,250,000
                                                                    ------------
                                                                     221,775,000
                                                                    ------------
FUNERAL SERVICES 0.52%
Service Corp International                             800,000        22,400,000
                                                                    ------------
HOTELS 1.70%
Hilton Hotels                                        2,800,000        73,150,000
                                                                    ------------
INSURANCE 1.26%
Allmerica Property & Casualty                          500,000        15,187,500
SAFECO Corp                                            460,000        18,141,250
St Paul Cos                                            350,000        20,518,750
                                                                    ------------
                                                                      53,847,500
                                                                    ------------
MACHINERY 1.57%
Cummins Engine                                         400,000        18,400,000
Foster Wheeler                                         175,000         6,496,875
Ingersoll-Rand Co                                      650,000        28,925,000
TRINOVA Corp                                           370,000        13,458,750
                                                                    ------------
                                                                      67,280,625
                                                                    ------------
MEDICAL EQUIPMENT & SUPPLIES 0.71%
Becton Dickinson & Co                                  700,000        30,362,500
                                                                    ------------
MEDICAL RELATED - DRUGS 7.14%
American Home Products                               1,000,000        58,625,000
Glaxo Wellcome PLC Sponsored ADR                     1,400,000        44,450,000
Novo-Nordisk A/S ADR                                   859,172        40,166,291
Pfizer Inc                                             400,000        33,150,000
Pharmacia & Upjohn                                     700,000        27,737,500
SmithKline Beecham PLC ADR
   Representing Ord A Shrs                             400,000        27,200,000
Warner-Lambert Co                                    1,000,000        75,000,000
                                                                    ------------
                                                                     306,328,791
                                                                    ------------

MINING 0.83%
Newmont Mining                                         799,050        35,757,487
                                                                    ------------

<PAGE>


OIL & GAS RELATED 10.45%
Amoco Corp                                             400,000        32,200,000
Apache Corp                                            700,000        24,762,500
Atlantic Richfield                                     400,000        53,000,000
Chevron Corp                                           400,000        26,000,000
Dresser Industries                                     700,000        21,700,000
Exxon Corp                                             700,000        68,600,000
Halliburton Co                                         300,000        18,075,000
Royal Dutch Petroleum New York
   Registry 5 Gldr Shrs                                300,000        51,225,000
Schlumberger Ltd                                       400,000        39,950,000
Sonat Inc                                              500,000        25,750,000
USX-Marathon Group                                   1,000,000        23,875,000
Union Pacific Resources Group                        1,188,778        34,771,757
Unocal Corp                                            700,000        28,437,500
                                                                    ------------
                                                                     448,346,757
                                                                    ------------
PAPER & PAPER PRODUCTS 2.09%
Champion International                                 500,000        21,625,000
International Paper                                    500,000        20,187,500
James River                                            300,000         9,937,500
Kimberly-Clark Corp                                    400,000        38,100,000
                                                                    ------------
                                                                      89,850,000
                                                                    ------------
PHOTOGRAPHY SERVICES 0.41%
Polaroid Corp                                          400,000        17,400,000
                                                                    ------------
PRINTING & PUBLISHING 0.94%
Donnelley (R R) & Sons                                 475,000        14,903,125
News Corp Ltd ADR                                      500,000        10,437,500
Time Warner                                            400,000        15,000,000
                                                                    ------------
                                                                      40,340,625
                                                                    ------------
REAL ESTATE RELATED 2.27%
Health & Retirement Properties Trust SBI             1,600,000        31,000,000
Health Care Property Investors                         550,000        19,250,000
Healthcare Realty Trust                                400,000        10,600,000
Meditrust SBI                                          500,000        20,000,000
Omega Healthcare Investors                             500,000        16,625,000
                                                                    ------------
                                                                      97,475,000
                                                                    ------------
RETAIL 4.23%
Dayton Hudson                                        1,000,000        39,250,000
May Department Stores                                  650,000        30,387,500
Penney (J C) Co                                        800,000        39,000,000
Sears Roebuck & Co                                     800,000        36,900,000
Toys "R" Us*                                         1,200,000      $ 36,000,000
                                                                    ------------
                                                                     181,537,500
                                                                    ------------

<PAGE>



SAVINGS & LOAN 0.49%
Charter One Financial                                  504,000        21,168,000
                                                                    ------------
SHIP BUILDING 0.04%
Newport News Shipbuilding*                             100,000         1,500,000
                                                                    ------------
TELECOMMUNICATIONS 2.56%
AT&T Corp                                              800,000        34,800,000
Deutsche Telekom AG Sponsored ADR*                     260,000         5,297,500
Lucent Technologies                                    209,267         9,678,599
Motorola Inc                                           600,000        36,825,000
Nokia Corp Sponsored ADR                               400,000        23,050,000
                                                                    ------------
                                                                     109,651,099
                                                                    ------------
TIRE & RUBBER COMPANIES 0.42%
Goodyear Tire & Rubber                                 350,000        17,981,250
                                                                    ------------
TOBACCO 1.31%
Philip Morris                                          500,000        56,312,500
                                                                    ------------
TRANSPORTATION 2.16%
Conrail Inc                                            419,943        41,836,821
Norfolk Southern                                       250,000        21,875,000
Overseas Shipholding Group                             300,000         5,100,000
Union Pacific                                          400,000        24,050,000
                                                                    ------------
                                                                      92,861,821
                                                                    ------------
UTILITIES 5.19%
Bell Atlantic                                          600,000        38,850,000
GTE Corp                                               600,000        27,300,000
K N Energy                                             403,000        15,817,750
NYNEX Corp                                             800,000        38,500,000
SBC Communications                                     500,000        25,875,000
US WEST Communications Group                         2,200,000        70,950,000
US WEST Media Group*                                   300,000         5,550,000
                                                                    ------------
                                                                     222,842,750
                                                                    ------------
TOTAL COMMON STOCKS
   (Cost $2,577,406,675)                                           3,468,128,555
                                                                    ------------
PREFERRED STOCKS 0.27%
BROADCASTING 0.09%
Chancellor Radio Broadcasting Sr
   Exchangeable Pfd** Series A, 12.250%                 35,000         3,850,000
                                                                    ------------
CABLE TELEVISION 0.18%
Cablevision Systems, Depository Shrs
   Representing 1/100 Pfd**
   Series M, 11.125%                                    85,510         7,674,524
                                                                    ------------

<PAGE>



TOTAL PREFERRED STOCKS
   (Cost $11,399,970)                                                 11,524,524
                                                                    ------------
FIXED INCOME SECURITIES 14.58%
US Government Obligations 1.17%
US Treasury Notes 6.875%, 5/15/2006                 20,000,000        20,618,740
   6.750%, 4/30/2000                                10,000,000        10,190,620
   5.875%, 2/15/2004                                20,000,000        19,475,000
                                                                    ------------
TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $49,825,617)                                               $ 50,284,360
                                                                    ------------

US Government Agency Obligations 5.78%
Federal Home Loan Mortgage
   Gold, Participation Certificates
   7.500%, 9/1/2024                               $  7,891,839         7,932,317
   7.000%, 6/1/2024                               $  8,390,666         8,261,358
   6.500%, 7/1/2008                               $ 30,427,399        30,093,276
   6.500%, 8/1/2008                               $  4,712,032         4,660,290
   6.500%, 6/1/2010                               $ 41,702,350        41,244,416
   6.500%, 8/1/2010                               $  8,963,852         8,818,628
Federal National Mortgage
   Association, Gtd Mortgage
   Pass-Through Certificates
   7.500%, 6/1/2024                               $ 13,213,327        13,260,485
   6.500%, 7/1/2008                               $ 34,980,901        34,602,372
   6.000%, 10/1/2009                              $ 20,632,402        20,001,030
Government National Mortgage
   Association I, Pass-Through Certificates
   7.500%, 10/15/2023                             $ 16,018,366        16,088,510
   7.000%, 12/15/2023                             $ 44,402,218        43,638,455
   6.500%, 3/15/2026                              $ 20,215,746        19,284,386
                                                                    ------------
TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $247,440,501)                                               247,885,523
                                                                    ------------
Corporate Bonds 7.63%
AUTOMOBILE RELATED 0.12%
General Motors Acceptance, Deb^
   6.375%, 9/30/1998                              $  5,000,000         5,012,620
                                                                    ------------
BANKING 0.15%
Sovereign Bancorp, Medium-Term
   Sub Notes, 8.000%, 3/15/2003                   $  6,500,000         6,595,186
                                                                    ------------
BROADCASTING 0.98%
Allbritton Communications Sr Sub Deb
   11.500%, 8/15/2004                             $ 12,650,000        13,345,750
   9.750%, 11/30/2007^                            $    750,000           720,000
Argyle Television, Sr Sub Notes
   9.750%, 11/1/2005                              $  7,100,000         7,171,000


<PAGE>


Benedek Broadcasting, Sr Notes
   11.875%, 3/1/2005                              $  8,900,000         9,678,750
EZ Communications, Sr Sub
   Notes, 9.750%, 12/1/2005                       $  6,400,000         6,672,000
Young Broadcasting, Sr Sub Notes
   Series B, 9.000%, 1/15/2006                    $  4,650,000         4,522,125
                                                                    ------------
                                                                      42,109,625
                                                                    ------------
BUILDING & CONSTRUCTION RELATED 0.19%
USG Corp, Sr Notes
   8.500%, 8/1/2005                               $  8,000,000         8,260,000
                                                                    ------------
CABLE TELEVISION 0.87%
Century Communications, Sr Sub
   Notes, 11.875%, 10/15/2003                     $  1,300,000         1,374,750
Continental Cablevision, Sr Sub Deb,
   11.000%, 6/1/2007                              $ 21,800,000        24,904,865
Marcus Cable LP/Marcus
   Cable Capital III
   Sr Discount Step-Up Notes
   Zero Coupon^^, 12/15/2005                      $  7,000,000         5,022,500


<PAGE>


UIH Australia/Pacific, Sr Discount
   Step-Up Notes, Series B Zero Coupon^^,
   5/15/2006                                      $  8,250,000         4,310,625
Videotron Holdings PLC Sr Discount Step-Up
   Notes Zero Coupon^^, 7/1/2004                  $  2,000,000         1,755,000
                                                                    ------------
                                                                      37,367,740
                                                                    ------------
GAMING 0.41%
Station Casinos, Sr Sub Notes
   9.625%, 6/1/2003                               $  3,000,000         2,970,000
Trump Atlantic City Associates/
   Trump Atlantic City Funding
   1st Mortgage Notes
   11.250%, 5/1/2006                              $  6,900,000         6,831,000
Trump Hotels & Casino Resorts
   Holdings LP/Trump Hotels &
   Casino Resorts Funding
   Sr Secured Notes
   15.500%, 6/15/2005                             $  4,000,000         4,580,000
Trump's Castle Funding
   Mortgage Notes
   11.750%, 11/15/2003                            $  3,750,000         3,328,125
                                                                    ------------
                                                                      17,709,125
                                                                    ------------
HEALTH CARE RELATED 0.09%
Tenet Healthcare, Sr Sub Notes
   10.125%, 3/1/2005                              $  3,500,000         3,867,500
                                                                    ------------
INDUSTRIAL 0.07%
Rayovac Corp, Sr Sub Notes^
   10.250%, 11/1/2006                             $  3,000,000         3,075,000
                                                                    ------------
INVESTMENT BROKERS 0.13%
Donaldson Lufkin & Jenrette
   Medium-Term Notes
   5.625%, 2/15/2016                              $  6,000,000         5,748,396
                                                                    ------------
MOTION PICTURES & TELEVISION 0.48%
Viacom Inc, Sub Deb
   8.000%, 7/7/2006                               $ 10,800,000        10,333,688
Viacom International, Sub Deb
   Series A, 7.000%, 7/1/2003                     $  7,500,000         7,075,575
   Series B, 7.000%, 7/1/2003                     $  3,140,000         2,962,307
                                                                    ------------
                                                                      20,371,570
                                                                    ------------
OIL & GAS RELATED 0.16%
Clark Oil & Refining, Sr Notes
   10.500%, 12/1/2001                             $  5,200,000         5,382,000
USX-Marathon Group, Conv Sub Deb,
   5.750%, 7/1/2001                               $  1,775,000         1,648,531
                                                                    ------------
                                                                       7,030,531
                                                                    ------------

<PAGE>


PAPER & PAPER PRODUCTS 0.26%
SD Warren, Sr Sub Notes
   Series B, 12.000%, 12/15/2004                  $  4,500,000         4,860,000
Tembec Finance, Gtd Sr Notes
   9.875%, 9/30/2005                              $  6,600,000         6,220,500
                                                                    ------------
                                                                      11,080,500
                                                                    ------------
PRINTING & PUBLISHING 0.27%
Affiliated Newspapers Investments
   Sr Discount Step-Up Deb
   Zero Coupon^^, 7/1/2006                        $  5,000,000         4,100,000
Time Warner, Putable Deb
   6.850%, 1/15/2026                              $  7,500,000         7,351,838
                                                                    ------------
                                                                      11,451,838
                                                                    ------------
RECREATION PRODUCTS & SERVICES 0.25%
   AMF Group, Sr Sub Discount
   Step-Up Notes, Series B
   Zero Coupon^^, 3/15/2006                       $  6,000,000         3,967,500
United Artists Theatre Circuit
   Sr Secured Notes 11.500%, 5/1/2002             $  6,350,000         6,683,375
                                                                    ------------
                                                                      10,650,875
                                                                    ------------
SAVINGS & LOAN 0.34%
Western Financial Savings Bank
   Sub Capital Deb 8.500%, 7/1/2003               $ 14,000,000        14,340,774
                                                                    ------------
STEEL & IRON 0.07%
AK Steel, Sr Notes^
   9.125%, 12/15/2006                             $  3,000,000         3,060,000
                                                                    ------------
TELECOMMUNICATIONS 1.89%
Centennial Cellular, Sr Notes
   8.875%, 11/1/2001                              $ 10,480,000        10,218,000
Comcast Cellular Sr Participating Notes
   Series A, Zero Coupon, 3/5/2000                $  3,000,000         2,156,250
   Series B, Zero Coupon, 3/5/2000                $  6,000,000         4,320,000
CommNet Cellular Sr Sub Discount
   Step-Up Notes Zero Coupon^^, 9/1/2003          $  9,700,000         8,827,000
International CableTel Conv Sub Notes,
   7.000% 6/15/2008                               $ 12,000,000        10,920,000
Sr Deferred Step-Up Notes Series B,
   Zero Coupon^^ 2/1/2006                         $  9,600,000         6,528,000
MFS Communications
   Sr Discount Step-Up Notes
   Zero Coupon^^, 1/15/2006                       $ 14,800,000        10,896,500
Nextel Communications
   Sr Discount Step-Up Notes
   Zero Coupon^^, 8/15/2004                       $  6,000,000         4,087,500


<PAGE>



Omnipoint Corp, Sr Notes
   11.625%, 8/15/2006                             $  5,000,000         5,200,000
Paging Network, Sr Sub Notes^
   10.000%, 10/15/2008                            $  9,000,000         9,123,750
PanAmSat LP/PanAmSat Capital
   Sr Sub Discount Step-Up Notes
   Zero Coupon^^, 8/1/2003                        $  9,700,000         8,996,750
                                                                    ------------
                                                                      81,273,750
                                                                    ------------
TRANSPORTATION 0.47%
Delta Air Lines
Equipment Trust Certificates
   Series 1992F, 9.300%, 1/2/2011                 $  4,585,000         5,257,661
Teekay Shipping
   1st Pfd Ship Mortgage Notes
   8.320%, 2/1/2008                               $  4,350,000         4,333,688
Viking Star Shipping
   1st Pfd Ship Mortgage Notes
   9.625%, 7/15/2003                              $ 10,000,000        10,450,000
                                                                    ------------
                                                                      20,041,349
                                                                    ------------
UTILITIES 0.43%
Camuzzi Gas^ 9.250%, 12/15/2001                   $  4,000,000         4,030,000
DQU-II Funding
   Collateral Lease 8.700%, 6/1/2016              $  9,600,000        10,375,862
Pennsylvania Power, 1st Mortgage Notes,
   6.375%, 9/1/2004                               $  4,000,000         3,820,800
                                                                    ------------
                                                                      18,226,662
                                                                    ------------
TOTAL CORPORATE BONDS
   (Cost $325,503,517)                                               327,273,041
                                                                    ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $622,769,635)                                               625,442,924
                                                                    ------------
SHORT-TERM INVESTMENTS 4.33% 
US Government Obligations 0.69% 
US Treasury Notes
   5.375%, 11/30/1997
   (Cost $29,958,000)                             $ 30,000,000        29,850,000
                                                                    ------------
Corporate Bonds 0.05%
UTILITIES 0.05%
First PV Funding, Lease Obligation Deb,
   Series 1986B 8.950%, 1/15/1997
   (Cost $2,003,558)                              $  2,003,000         2,003,000
                                                                    ------------


<PAGE>


Commercial Paper 3.59%
FINANCE RELATED 3.12%
Deere (John) Capital
   5.950%, 1/3/1997                               $ 45,313,000        45,313,000
Ford Motor Credit
   5.910%, 1/6/1997                               $ 43,813,000        43,813,000
General Motors Acceptance
   5.920%, 1/2/1997                               $ 25,201,000        25,201,000
Sears Roebuck Acceptance
   6.100%, 1/7/1997                               $ 19,789,000        19,789,000
                                                                    ------------
                                                                     134,116,000
                                                                    ------------
LEASING COMPANIES 0.47%
Hertz Corp
   5.580%, 1/6/1997                               $ 20,000,000        20,000,000
                                                                    ------------
TOTAL COMMERCIAL PAPER
   (Cost $154,116,000)                                               154,116,000
                                                                    ------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $186,077,558)                                               185,969,000
                                                                    ------------
TOTAL INVESTMENT SECURITIES 
   AT VALUE  100.00%
   (Cost $3,397,653,838)
   (Cost for Income Tax Purposes
   $3,397,779,971)                                                 4,291,065,003
                                                                    ------------

* Security is non-income producing.

** Security may make dividend payments in other types of securities or cash.

^^ 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 December 31, 1996:



<PAGE>


<TABLE>
<CAPTION>
                                                                                     Value as
                                              Acquisition       Acquisition              % of
Description                                       Date(s)              Cost        Net Assets
- ---------------------------------------------------------------------------------------------

<S>                                              <C>             <C>               <C>    
AK Steel, Sr Notes
   9.125%, 12/15/2006                            12/12/96        $3,000,000             0.07%
Allbritton Communications
   Sr Sub Deb 9.750%,
   11/30/2007                                    10/15/96           690,820             0.02
Camuzzi Gas 9.250%, 12/15/2001                    12/6/96         3,992,000             0.09
General Motors Acceptance
   Deb, 6.375%, 9/30/1998                         9/25/96         4,992,100             0.12
Paging Network, Sr Sub Notes                     10/10/96-
   10.000%, 10/15/2008                           10/11/96         9,018,750             0.21
Rayovac Corp, Sr Sub Notes
   10.250%, 11/1/2006                            10/18/96         3,033,750             0.07
                                                                                   ----------
                                                                                        0.58%
                                                                                   ==========

See Notes to Financial Statements
</TABLE>


INVESCO Industrial Income Fund, Inc.
Statement of Assets and Liabilities
December 31, 1996
UNAUDITED

ASSETS
Investment Securities at Value
   (Cost $3,397,653,838)                                          $4,291,065,003
Cash                                                                      31,235
Receivables:
   Investment Securities Sold                                          9,163,657
   Fund Shares Sold                                                    3,309,724
   Dividends and Interest                                             13,761,068
Prepaid Expenses and Other Assets                                        283,194
                                                                 ---------------
TOTAL ASSETS                                                       4,317,613,881
                                                                 ---------------


<PAGE>



LIABILITIES
Payables:
   Distributions to Shareholders                                       1,731,099
   Investment Securities Purchased                                    14,643,579
   Fund Shares Repurchased                                            11,681,701
Accrued Distribution Expenses                                          7,442,460
Accrued Expenses and Other Payables                                      350,971
                                                                 ---------------
TOTAL LIABILITIES                                                     35,849,810
                                                                 ---------------
Net Assets at Value                                               $4,281,764,071
                                                                 ===============
NET ASSETS
Paid-in Capital*                                                  $3,331,147,656
Accumulated Undistributed Net
   Investment Income                                                     150,971
Accumulated Undistributed Net Realized
   Gain on Investment Securities and Foreign
   Currency Transactions                                              57,054,279
Net Appreciation of Investment Securities
   and Foreign Currency Transactions                                 893,411,165
                                                                 ---------------
Net Assets at Value                                               $4,281,764,071
                                                                 ===============
Net Asset Value, Offering and Redemption
   Price per Share                                                        $13.46
                                                                 ===============

* The Fund has one billion authorized shares of common stock, par value of $1.00
  per share, of which 318,109,737 shares were outstanding at December 31, 1996.

See Notes to Financial Statements


<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Operations
Six Months Ended December 31, 1996
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                           $ 42,435,396
Interest                                                              33,671,947
   Foreign Taxes Withheld                                              (277,206)
                                                                 ---------------
TOTAL INCOME                                                          75,830,137
                                                                 ---------------
EXPENSES
Investment Advisory Fees                                              10,752,768
Distribution Expenses                                                  5,244,418
Transfer Agent Fees                                                    3,498,928
Administrative Fees                                                      319,665
Custodian Fees and Expenses                                              299,073
Directors' Fees and Expenses                                             131,638
Professional Fees and Expenses                                            75,190
Registration Fees and Expenses                                            44,494
Reports to Shareholders                                                  330,235
Other Expenses                                                            45,179
                                                                 ---------------
TOTAL EXPENSES                                                        20,741,588
Fees and Expenses Absorbed by
   Investment Adviser                                                  (590,324)
   Fees and Expenses Paid Indirectly                                   (134,221)
                                                                 ---------------
NET EXPENSES                                                          20,017,043
                                                                 ---------------
NET INVESTMENT INCOME                                                 55,813,094
                                                                 ---------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                 111,589,283
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                      251,740,738
                                                                 ---------------
NET GAIN ON INVESTMENT SECURITIES                                    363,330,021
                                                                 ---------------
Net Increase in Net Assets from Operations                          $419,143,115
                                                                 ===============

See Notes to Financial Statements



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                        Six Months                 Year
                                                          Ended                    Ended
                                                        December 31               June 30
                                                      ---------------          --------------
                                                           1996                     1996
                                                         UNAUDITED

<S>                                                     <C>                     <C>    
OPERATIONS
Net Investment Income                                   $  55,813,094           $ 133,033,543
Net Realized Gain on Investment
   Securities and Foreign
   Currency Transactions                                  111,589,283             291,155,395
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                          251,740,738             217,662,186
                                                      ---------------          --------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                                 419,143,115             641,851,124
                                                      ---------------          --------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (55,753,757)           (133,792,249)
Net Realized Gain on
   Investment Securities                                (284,011,114)            (77,502,041)
                                                      ---------------          --------------
TOTAL DISTRIBUTIONS                                     (339,764,871)           (211,294,290)
                                                      ---------------          --------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             297,638,587             714,175,666
Reinvestment of Distributions                             320,938,262             198,324,457
                                                      ---------------          --------------
                                                          618,576,849             912,500,123
Amounts Paid for Repurchases
   of Shares                                            (586,726,825)         (1,182,130,063)
                                                      ---------------          --------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM FUND SHARE
   TRANSACTIONS                                            31,850,024           (269,629,940)
                                                      ---------------          --------------
Total Increase in Net Assets                              111,228,268             160,926,894
NET ASSETS
Beginning of Period                                     4,170,535,803           4,009,608,909
                                                      ---------------          --------------
End of Period (Including
   Accumulated Undistributed Net
   Investment Income of $150,971
   and $91,634, respectively)                         $ 4,281,764,071          $4,170,535,803
                                                      ===============          ==============

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


<PAGE>


FUND SHARE TRANSACTIONS
Shares Sold                                                21,912,297              55,792,000
Shares Issued from Reinvestment
   of Distributions                                        23,933,058              15,483,292
                                                      ---------------          --------------
                                                           45,845,355              71,275,292
Shares Repurchased                                       (43,367,770)            (92,077,091)
                                                      ---------------          --------------
Net Increase (Decrease) in
   Fund Shares                                              2,477,585            (20,801,799)
                                                      ===============          ==============

See Notes to Financial Statements
</TABLE>


<PAGE>


INVESCO Industrial Income Fund, Inc.
Notes to Financial Statements
UNAUDITED
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.
        Assets  and  liabilities  initially  expressed  in terms  of  foreign
    currencies are  translated  into U.S.  dollars at the  prevailing  market
    rates as quoted by one or more banks or dealers on the date of valuation.
    The cost of securities is  translated  into U.S.  dollars at the rates of
    exchange  prevailing  when  such  securities  are  acquired.  Income  and
    expenses are translated into U.S. dollars at rates of exchange prevailing
    when accrued.
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.
        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


<PAGE>



    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.
        The Fund's use of short-term  forward foreign currency  contracts may
    subject it to certain  risks as a result of  unanticipated  movements  in
    foreign exchange rates. The Fund does not hold short-term forward foreign
    currency  contracts  for  trading  purposes.  The Fund  may hold  foreign
    currency in anticipation of settling  foreign  security  transactions and
    not for investment purposes.
        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.
        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.
E.  FORWARD FOREIGN CURRENCY CONTRACTS - The Fund enters into short-term
    forward foreign currency contracts in connection with planned purchases
    or sales of securities as a hedge against fluctuations in foreign
    exchange rates pending the settlement of transactions in foreign
    securities.  A forward foreign currency contract is an agreement between
    contracting parties to exchange an amount of currency at some future time
    at an agreed upon rate.  These contracts are marked-to-market daily and
    the related appreciation or depreciation of the contracts is presented in
    the Statement of Assets and Liabilities.


<PAGE>



F.  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,  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.

       For the  six  months  ended  December  31,  1996,  Fees  and  Expenses
    Paid Indirectly  consisted of $129,865  included in  Custodian  Fees and 
    Expenses and $4,356 included in Transfer Agent Fees.  
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 receives a transfer agent fee at an annual rate of $20.00 per shareholder
account, or, where applicable,  per participant in an omnibus account, per year.
IFG may pay such fee for participants in omnibus accounts to affiliates or third
parties.  The fee is paid monthly at  one-twelfth of the annual fee and is based
upon the actual  number of accounts in  existence  during each month.
   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 six months
ended  December  31,  1996,  the  Fund  paid  the  Distributor   $2,819,588  for
reimbursement of expenses incurred.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
December 31, 1996,  the aggregate cost of purchases and proceeds from sales of
investment securities (excluding all U.S. Government securities and short-term
securities) were $798,315,181 and $994,862,417, respectively.
   For the six months ended  December 31, 1996,  the aggregate cost of purchases
and proceeds from sales of U.S.  Government  securities were $0 and $66,243,624,
respectively.
NOTE 4 - APPRECIATION AND DEPRECIATION. At December 31, 1996, the gross  
appreciation of securities in which there was an excess of value over tax
cost amounted to $919,212,483 and the gross  depreciation of securities in which
there was an excess of tax cost over value amounted to $25,927,451, resulting in
net  appreciation  of  $893,285,032.  
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  deferred compensation  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 of 40% of the retainer fee at the
time of retirement. 
   Pension  expenses  for the six months ended  December  31, 1996,  included in
Directors'  Fees and  Expenses in the  Statement  of  Operations  were  $35,675.
Unfunded accrued pension costs of $169,489 and pension liability of $330,273 are
included  in  Prepaid  Expenses  and  Accrued  Expenses,  respectively,  in  the
Statement  of Assets  and  Liabilities.
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
six months ended December 31, 1996, there were no such borrowings.



<PAGE>



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

<TABLE>
<CAPTION>
                                                     Six Months
                                                       Ended
                                                   December 31                                    Year Ended June 30
                                                  -------------  ----------------------------------------------------------
                                                       1996           1996        1995        1994        1993        1992
                                                     UNAUDITED

<S>                                                 <C>          <C>        <C>          <C>        <C>          <C>
PER SHARE DATA
Net Asset Value -- Beginning of Period                   $13.21      $11.92      $11.32      $11.53      $10.67       $9.74
                                                  -------------  ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.18        0.41        0.42        0.36        0.31        0.28
Net Gains on Securities
   (Both Realized and Unrealized)                          1.20        1.53        1.14        0.02        1.33        1.38
                                                  -------------  ----------------------------------------------------------
Total from Investment Operations                           1.38        1.94        1.56        0.38        1.64        1.66
                                                  -------------  ----------------------------------------------------------



<PAGE>



LESS DISTRIBUTIONS
Dividends from Net Investment Income                       0.18        0.41        0.42        0.36        0.32        0.29
In Excess of Net Investment Income                         0.00        0.00        0.00        0.11        0.00        0.00
Distributions from Capital Gains                           0.95        0.24        0.54        0.12        0.46        0.44
                                                  -------------  ----------------------------------------------------------
Total Distributions                                        1.13        0.65        0.96        0.59        0.78        0.73
                                                  -------------  ----------------------------------------------------------
Net Asset Value -- End of Period                         $13.46      $13.21      $11.92      $11.32      $11.53      $10.67
                                                  =============  ==========================================================

TOTAL RETURN                                            10.61%*      16.54%      14.79%       3.24%      15.66%      17.04%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                    $4,281,764  $4,170,536  $4,009,609  $3,913,322  $3,412,527  $2,092,955
Ratio of Expenses to Average Net Assets#                 0.48%*      0.93%@       0.94%       0.92%       0.96%       0.98%
Ratio of Net Investment Income to Average
   Net Assets#                                           1.34%*       3.17%       3.61%       3.11%       2.94%       2.75%
Portfolio Turnover Rate                                    20%*         63%         54%         56%        121%        119%
Average Commission Rate Paid^^                          0.0313*           -           -           -           -           -
</TABLE>

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

#  Various expenses  of the Fund were  voluntarily  absorbed  by IFG for the six
   months ended  December 31,  1996,  and 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 0.50% (not
   annualized), 0.96%, 0.97%, 0.95% and 0.98%, respectively,  and ratio of net
   investment income to average  net assets  would have been 1.32% (not
   annualized),  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.

^^ The average  commission rate paid is the total brokerage  commissions paid on
   applicable purchases and sales of securities for the period divided by the 
   total number of related shares purchased or sold which is required to be
   disclosed for fiscal years beginning September 1, 1995 and thereafter.




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INVESCO FUNDS

We're easy to stay in touch with:
Investor Services Representatives,
1-800-525-8085
PAL(R), your Personal Account Line,
1-800-424-8085

On the World Wide Web:
http://www.invesco.com

Denver Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 E. Union
Avenue, Lobby Level

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

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