INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1997-08-27
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ANNUAL REPORT

June 30, 1997

INVESCO
INDUSTRIAL
INCOME
FUND,
INC.

A Smart Choice For
The Foundation
of Your Portfolio

INVESCO FUNDS


<PAGE>





                          INVESCO Industrial Income Fund

                      Morningstar Risk-Adjusted Ratings Among
                      Domestic Equity Funds as of 7/31/97 (1)

                      ---------------------------------------
                              3 Years among 2,040 ****
                      ---------------------------------------
                              5 years among 1,146 ****
                      ---------------------------------------
                              10 years among  622 ****
                      ---------------------------------------
                              Overall among 2,040 ****
                      ---------------------------------------


(1)Morningstar's    proprietary   ratings   reflect   historical   risk-adjusted
performance and are subject to change each month. Overall ratings are calculated
from the fund's 3-, 5-, and 10-year  average  annual total  returns  (based upon
available track records) in excess of 90-day Treasury bill returns.  The top 10%
of funds in an investment category receive 5 stars, and the next 22.5%, 4 stars.


Economic Overview                                                      July 1997
     We are  currently in the greatest  bull market of all time,  and wealth has
been  created on a scale  that has never  been seen  before.  The  strength  and
longevity of this market have surprised even the staunchest market advocates.  A
preemptive strike against inflation by the Federal Reserve Board in March - a 25
basis  point  increase in the Fed Fund's Rate - produced a pullback in the stock
market.  However,  since  that minor  correction,  the broad  equity  market has
produced  approximately  20%  returns  in  several   large-capitalization  stock
indexes.  This has  left  many  investment  professionals  wondering  if we have
reached a nearly perfect investment environment - and how long it might last.

Note that:
    o The Dow  Jones  Industrial  Average  (an  index  composed  of 30  domestic
large-capitalization  stocks)  has  doubled in 30 months for only the fifth time
this century, and only the second time in 62 years.
    o The broad market has had 18 consecutive  quarters in which  companies have
reported significantly more positive than negative earnings surprises.
    o The DJIA has rallied 20% in two months for only the third time in 59 
years.
    o The wealth created by the domestic stock market in the last 10 years is
the most in history.

     The driving  force  behind the  strength  of the market  during the last 10
years has been low  inflation,  strong  economic  growth,  and increased  worker
productivity.  These  factors have led to  above-average  increases in corporate
profits and earnings, sending stock prices higher. Meanwhile,  prices across the
economy (as measured by the Gross  Domestic  Product price  deflator)  rose only
1.8% in 1996 - the smallest gain since 1964.  Currently,  the inflation rate for
the U.S.  economy is at 2.2%,  and producer  prices  actually  declined over the
first six months in 1997.


<PAGE>



    Gains in worker  productivity  have helped curb inflation.  Over the last 10
years, corporate restructuring,  downsizing,  and investments in technology have
increased  the  efficiency of American  companies and workers.  These gains have
outpaced  wage  increases.  Coupled with  increased  international  competition,
improved  productivity has put downward pressure on prices - which is beneficial
for the economy as it stimulates consumer demand.
    As a result,  the U.S.  economy  has  re-established  itself  as the  global
leader. In turn, the demand for skilled labor has risen, and unemployment in May
1997 was at 4.8% (the lowest level since 1973).  Some naysayers suggest that the
tight labor market will eventually lead to increased wages and inflation,  which
may have negative consequences for corporate stock prices.
    The fixed-income market,  although producing gains over the last six months,
has not enjoyed the jubilance  experienced in the equity markets.  Concerns over
potential wage inflation,  a slowing  economy,  and an increase in the Fed Funds
Rate have kept  fixed-income  securities  in what  appears to be a  consolidated
trading range.
    This is a good time for  shareholders  to  re-evaluate  their  expectations.
Historically speaking,  markets do not return 25% every year. A long-run average
return on  equities  of 10% to 11% is more  realistic.  By  realizing  your risk
tolerance and staying focused on your investment goals, you may be able to sleep
at night without worrying about market turbulence.

INVESCO Industrial Income Fund
    For the  one-year  period  ended  6/30/97,  INVESCO  Industrial  Income Fund
achieved a total  return of 27.33%.  During the same  period,  the S&P 500 had a
total  return of 34.62%,  and the Lehman  Government/Corporate  Bond index had a
total return of 7.75%. (Of course, past performance is not a guarantee of future
results.)(1),(2)

                             Industrial Income Fund
                          Average Annual Total Return
                                as of 6/30/97 (1)

                       1 year                       27.33%
                       -----------------------------------
                       5 years                      15.26%
                       -----------------------------------
                       10 years                     14.32%
                       -----------------------------------

     As the line graph  illustrates,  for the 10-year period ended 6/30/97,  the
value of a  $10,000  investment  in  Industrial  Income  Fund,  plus  reinvested
dividends and capital gain distributions, would have risen to $38,131. 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)

Equity Strategy
     The last year proved to be rewarding  for  domestic  equity  investors  and
shareholders  of  Industrial  Income  Fund.  However,  rewards were not produced
without increased volatility as the general market suffered two corrections, and
sector rotation was quick and severe. Within this environment,  we have remained
true  to our  investment  philosophy:  first  examining  economic  variables  to
determine sectors of the economy that might outperform the market, and then


<PAGE>



selecting  stocks within those sectors.  After  determining the appropriate
sectors,  we look for  companies  with  attributes  that we call the "Mile  High
Five":  strong  balance  sheets,  positive  cash  flows,  excellent  management,
market-leadership positions, and the ability to grow earnings.

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 6/30/97.

      By buying companies on fundamentals  rather than market momentum,  we seek
to select stocks that will perform well today and in the future. This helps keep
the fund's  portfolio  turnover  relatively  low and helps reduce  expenses -- a
bonus  for  shareholders.  Over  the  last  year,  we have  also  kept  the fund
well-balanced  between  sectors.  This has allowed us to  participate  in market
appreciation while helping to limit volatility.
      Over the last 12 months, many high-growth,  large-capitalization companies
have provided  substantial  returns for the fund.  Stocks in the health care and
technology sectors such as Intel Corp,  International Business Machines,  Lucent
Technologies,  and Warner-Lambert  Co. have seen phenomenal price  appreciation.
Recently,   we  have  started  to  trim  our  exposure  to  several   large-cap,
higher-growth  companies, as we feel many may be fully valued. In the technology
sector,  our analysis has led us to reduce our exposure to companies  like Intel
and International  Business Machines,  and increase our focus on more reasonably
valued companies like Motorola Inc. and Texas Instruments.
      Our sector analysis has also led us to favor more conservative, reasonably
valued sectors such as capital goods and  telecommunications.  In the former, we
believe the sector continues to benefit from strong earnings  growth,  corporate
restructuring,  and industry  consolidation.  This has  improved  the  long-term
profitability  of  many  capital  goods   companies.   Companies  we  favor  are
market-leaders  such as General  Electric,  Champion  International,  and Allied
Signal.  General  Electric is a  broadly-diversified,  market-leading  firm with
strong  growth  potential  that  currently is selling at a reasonable  valuation
level.  Champion  International is a worldwide leader, and the low-cost provider
in the paper industry. Champion International continues to benefit from improved
productivity,  while  global  demand for paper  products is  increasing.  Allied
Signal is a diversified  industrial  powerhouse which - through  restructuring -
has improved its  efficiency  and  potential  profitability.  (Since the fund is
actively managed, composition of holdings is subject to change.)
      In the telecommunications  sector, our analysis shows an industry that has
benefited  from  consolidation  and increased  consumer  demand for new products
(e.g. second phone lines, call waiting). Increased demand for ancillary products
should translate into accelerating  earnings for many companies.  An added bonus
is that many of these  stocks are  presently  selling at  substantial  discounts
compared to the broad market multiple -- despite growing  earnings in the 10% to
12% range while providing a 4% to 5% dividend yield. For this sector, we tend to
favor the RBOCs (Regional Bell Operating  Companies),  as they enjoy a strategic
position in the market.  Consolidation  within the industry may lead to improved
efficiencies  and  profitability.  Some stocks to watch  include Bell  Atlantic,
Nynex Corp, SBC Communications, and US West Communications Group.



<PAGE>



Graph:      All-Weather Industrial Income Fund*
            Average Annual Total Returns 1970-1996

    This bar chart  represents a comparison of the average  annual total returns
    for the INVESCO  Industrial  Income Fund to the average  total returns for
    the S&P 500 Index for the period 1970-1996.

*The INVESCO  Industrial  Income Fund achieved almost all of the positive annual
returns and  suffered  less than 1/3 of the negative  annual  returns of the S&P
500.

The S&P 500, a  registered  trademark  of  Standard & Poor's  Corporation,  is a
unmanaged index of common stocks considered  representative of the broad market.
The S&P 500 average annualized returns were 34.62% for one year, 19.73% for five
years, and 14.60% for 10 years as of 6/30/97.

Fixed-Income Strategy
      The  fixed-income  market  experienced a tightening in credit and interest
rate  spreads  over the last  year.  This  compression  of spreads  altered  the
market's  risk/reward  relationship,  and it presently appears that fixed-income
securities may be trading in a consolidated range.  Within this environment,  we
have  been  successful  by using our  value-oriented  bond  management  style to
identify  corporate  issuers  who  may  experience  fundamental  credit  quality
improvement or be acquired by a better-quality issuer.
      The  communications  and  electric  utility  industries   illustrate  this
strategy. In the former, we continue to favor companies in the competitive local
exchange market,  as  consolidation  remains the name of the game. Firms such as
Continental Cablevision (which was acquired by US WEST Communications Group) and
MFS  Communications  (which was  acquired  by  WorldCom  Inc.)  provided  strong
performance  earlier  in the  year.  Recently,  McLeod  Inc.  and  Brooks  Fiber
Properties  have  improved  performance  of the fund as they have been active in
acquiring local communications companies.
      The electric utility industry also continues to enhance the performance of
the fund.  Deregulation has created a situation in which many electric companies
have  incurred  astronomical  costs  associated  with the  building of new power
plants. These "stranded" costs are liabilities on their books for years into the
future.  In an effort to help alleviate the potential  problem  associated  with
these "stranded" costs,  several states have created mechanisms for securitizing
the debt and marketing it to the public.  This should create enormous cash flows
for certain  electric  companies,  which could allow them to pay down their debt
and possibly  improve their credit ratings.  Companies such as New England Power
and Houston Light and Power have profited from these credit enhancements.
      Finally, we have reduced our exposure to mortgage-backed  securities after
a year of strong  performance  and  tightening  spreads.  Concurrently,  we have
increased  our use of putable  and  yield-to-call  bonds,  which  should help to
provide performance and stability in a potential volatile market. (Putable bonds
are debt  obligations  that  allow  holders  to redeem  the  issue at  specified
intervals before maturity and receive full face value.)

Looking Forward
      Industrial Income Fund is designed for the long-term  investor,  and is an
appropriate core holding for many portfolios. Presently, the fund is invested in
approximately 80% equities and 20% bonds.  However,  our investment  flexibility
allows us to reduce equity exposure to 65% (or increase it to 85%) of the fund's
net assets.  This type of investment  freedom produces a fund that  historically



<PAGE>



has participated in market rallies, but has limited shareholders' exposure to 
market declines. (see bar chart on previous page)

Fund Management
      Senior Vice  President  and Director of  Investments  Charles P. Mayer has
been  responsible  for the equity side of the portfolio  since 1993. An industry
veteran  with 28 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.
      Charlie is  assisted  by 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.
      Senior Vice  President  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 Fund Codes

      These two-digit codes appear after your account number on Investment 
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.

      Money Market Funds
      44  U.S. Government Money Fund
      25  Cash Reserves
      40  Tax-Free Money Fund

      Tax-Exempt Funds
      36  Tax-Free Intermediate Bond
      35  Tax-Free Long-Term Bond

      Income Funds
      33  Short-Term Bond
      32  U.S. Government Securities
      47  Intermediate Government Bond
      30  Select Income
      31  High Yield

      Growth & Income Funds
      71  Balanced
      70  Multi-Asset Allocation
      48  Total Return
      15  Industrial Income
      46  Value Equity

      Capital Appreciation Funds
      10  Growth
      20  Dynamics
      74  Small Company Value
      60  Small Company Growth

      Sector Funds
      50  Energy
      59  Environmental Services
      57  Financial Services
      51  Gold
      52  Health Sciences
      53  Leisure
      42  Realty
      55  Technology
      58  Utilities
      38  Worldwide Capital Goods
      39  Worldwide Communications



<PAGE>



      International Funds
      49  International Growth
      41  Asian Growth
      56  European
      37  European Small Company
      34  Latin American Growth
      54  Pacific Basin

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



<PAGE>



INVESCO Industrial Income Fund, Inc.
Ten Largest Common Stock Holdings
June 30, 1997

Description                                                     Value
- --------------------------------------------------------------------------------
Warner-Lambert Co                                        $124,250,000
General Electric                                          104,600,000
Bank of New York                                          104,400,000
Exxon Corp                                                 98,400,000
Allied Signal                                              84,000,000
US WEST Communications Group                               79,143,750
Northrop Gruman                                            79,031,250
Kansas City Southern Industries                            77,400,000
Hilton Hotels                                              77,031,250
Kellogg Co                                                 68,500,000

Composition of holdings is subject to change.

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

INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
June 30, 1997

- --------------------------------------------------------------------------------
                                            Shares, Units
                                             or Principal
Description                                      Amount                  Value
- --------------------------------------------------------------------------------
COMMON STOCKS &
    WARRANTS 78.75%
AEROSPACE & DEFENSE 3.44%
Lockheed Martin                                  500,000           $  51,781,250
McDonnell Douglas                                380,000              26,030,000
Northrop Grumman                                 900,000              79,031,250
                                                                   -------------
                                                                     156,842,500
                                                                   -------------
AIR FREIGHT 0.13%
Overseas Shipholding Group                       300,000               5,887,500
                                                                   -------------
AUTO PARTS 1.09%
Borg-Warner Automotive                           400,600              21,657,437
Cummins Engine                                   400,000              28,225,000
                                                                   -------------
                                                                      49,882,437
                                                                   -------------



<PAGE>




AUTOMOBILES 1.47%
Chrysler Corp                                    500,000              16,406,250
Ford Motor                                       750,000              28,312,500
General Motors                                   400,000              22,275,000
                                                                   -------------
                                                                      66,993,750
                                                                   -------------
BANKS 4.13%
Bank of New York                               2,400,000             104,400,000
CoreStates Financial                             300,000              16,125,000
Fleet Financial Group                            500,000              31,625,000
Mellon Bank                                      800,000              36,100,000
                                                                   -------------
                                                                     188,250,000
                                                                   -------------
BEVERAGES 1.47%
Anheuser-Busch Cos                             1,600,000              67,100,000
                                                                   -------------
BIOTECHNOLOGY 0.22%
Biogen Inc*                                      300,000              10,162,500
                                                                   -------------
CHEMICALS 1.31%
du Pont (E I) de Nemours                         500,000              31,437,500
Olin Corp                                        725,000              28,320,312
                                                                   -------------
                                                                      59,757,812
                                                                   -------------
COMMUNICATIONS -  EQUIPMENT
    & MANUFACTURING 1.33%
Motorola Inc                                     800,000              60,800,000
                                                                   -------------
COMPUTER RELATED 0.25%
Hewlett-Packard Co                               200,000              11,200,000
                                                                   -------------
CONGLOMERATES 0.69%
Tenneco Inc                                      700,000              31,631,250
                                                                   -------------
ELECTRICAL EQUIPMENT 4.73%
Emerson Electric                               1,050,000              57,815,625
General Electric                               1,600,000             104,600,000
Honeywell Inc                                    700,000              53,112,500
                                                                   -------------
                                                                     215,528,125
                                                                   -------------
ELECTRONICS 0.32%
General Motors Class H                           250,000              14,437,500
                                                                   -------------
ELECTRONICS - SEMICONDUCTOR 1.60%
Analog Devices*                                1,000,000              26,562,500
Texas Instruments                                550,000              46,234,375
                                                                   -------------
                                                                      72,796,875
                                                                   -------------


<PAGE>



ENGINEERING & CONSTRUCTION 0.91%
Fluor Corp                                       750,000              41,390,625
                                                                   -------------
FOODS 4.25%
General Mills                                    800,000              52,100,000
Heinz (H J) Co                                 1,200,000              55,350,000
Kellogg Co                                       800,000              68,500,000
Quaker Oats                                      400,000              17,950,000
                                                                   -------------
                                                                     193,900,000
                                                                   -------------
GOLD &
    PRECIOUS METALS MINING 0.68%
Newmont Mining                                   799,050              31,162,950
                                                                   -------------
HEALTH CARE DRUGS -
    PHARMACEUTICALS 7.49%
American Home Products                           850,000              65,025,000
Merck & Co                                       200,000              20,700,000
Novo-Nordisk A/S ADR                             859,172              47,147,063
Pfizer Inc                                       400,000              47,800,000
SmithKline Beecham PLC ADR
    Representing Ord A Shrs                      400,000              36,650,000
Warner-Lambert Co                              1,000,000             124,250,000
                                                                   -------------
                                                                     341,572,063
                                                                   -------------
HEALTH CARE RELATED 1.17%
Becton Dickinson                                 700,000              35,437,500
Tenet Healthcare*                                600,000              17,737,500
                                                                   -------------
                                                                      53,175,000
                                                                   -------------
HOUSEHOLD PRODUCTS 1.38%
Kimberly-Clark Corp                              700,000              34,825,000
Procter & Gamble                                 200,000              28,250,000
                                                                   -------------
                                                                      63,075,000
                                                                   -------------
INSURANCE 2.53%
Allmerica Property & Casualty                    500,000              16,375,000
Lincoln National                                 700,000              45,062,500
SAFECO Corp                                      500,000              23,343,750
St Paul Cos                                      400,000              30,500,000
                                                                   -------------
                                                                     115,281,250
                                                                   -------------
LODGING - HOTELS 1.69%
Hilton Hotels                                  2,900,000              77,031,250
                                                                   -------------
MACHINERY 1.02%
Ingersoll-Rand Co                                750,000              46,312,500
                                                                   -------------



<PAGE>



MANUFACTURING 1.84%
Allied Signal                                  1,000,000              84,000,000
                                                                   -------------
NATURAL GAS 0.49%
K N Energy                                       533,000              22,452,625
                                                                   -------------
OIL & GAS RELATED 11.38%
Amoco Corp                                       400,000              34,775,000
Apache Corp                                      800,000              26,000,000
Atlantic Richfield                               750,000              52,875,000
Chevron Corp                                     600,000              44,362,500
Dresser Industries                               500,000              18,625,000
Exxon Corp                                     1,600,000              98,400,000
Phillips Petroleum                               500,000              21,875,000
Royal Dutch Petroleum
    New York Registry 5 Gldr Shrs              1,200,000              65,250,000
Schlumberger Ltd                                 400,000              50,000,000
Sonat Inc                                        500,000              25,625,000
USX-Marathon Group                             1,000,000              28,875,000
Union Pacific Resources Group                  1,388,778              34,545,853
Unocal Corp                                      450,000              17,465,625
                                                                   -------------
                                                                     518,673,978
                                                                   -------------
PAPER & FOREST PRODUCTS 1.21%
Champion International                           800,000              44,200,000
James River                                      300,000              11,100,000
                                                                   -------------
                                                                      55,300,000
                                                                   -------------
PERSONAL CARE 0.46%
Avon Products                                    300,000              21,168,750
                                                                   -------------
PHOTOGRAPHY & IMAGING 0.49%
Polaroid Corp                                    400,000              22,200,000
                                                                   -------------
POLLUTION CONTROL 0.56%
Waste Management                                 800,000              25,700,000
                                                                   -------------
RAILROADS 3.06%
Kansas City Southern Industries                1,200,000              77,400,000
Norfolk Southern                                 300,000              30,225,000
Union Pacific                                    450,000              31,725,000
                                                                   -------------
                                                                     139,350,000
                                                                   -------------
REAL ESTATE INVESTMENT TRUST 2.23%
Boston Properties*                               455,000              12,512,500
Health & Retirement Properties Trust SBI       1,200,000              22,575,000
Health Care Property Investors                   550,000              19,387,500



<PAGE>



Healthcare Realty Trust                          400,000              11,150,000
Meditrust SBI                                    500,000              19,937,500
Omega Healthcare Investors                       500,000              16,343,750
                                                                   -------------
                                                                     101,906,250
                                                                   -------------
RETAIL 5.14%
Dayton Hudson                                    875,000              46,539,063
Federated Department Stores*                     600,000              20,850,000
May Department Stores                            400,000              18,900,000
Penney (J C) Co                                  800,000              41,750,000
Sears Roebuck                                    600,000              32,250,000
Tandy Corp                                       700,000              39,200,000
Toys "R" Us*                                   1,000,000              35,000,000
                                                                   -------------
                                                                     234,489,063
                                                                   -------------
SAVINGS & LOAN 0.65%
Charter One Financial                            554,000              29,846,750
                                                                   -------------
SERVICES 0.58%
Service Corp International                       800,000              26,300,000
                                                                   -------------
TELECOMMUNICATIONS -
    CELLULAR & WIRELESS 0.00%
Nextlink Communications
    Warrants (Exp 2009)^*                         33,000                     327
                                                                   -------------
TELECOMMUNICATIONS -  LONG DISTANCE 0.75%
AT&T Corp                                        800,000              28,050,000
Deutsche Telekom AG Sponsored ADR                260,000               6,272,500
                                                                   -------------
                                                                      34,322,500
                                                                   -------------
TELEPHONE 5.44%
Bell Atlantic                                    700,000              53,112,500
GTE Corp                                         600,000              26,325,000
NYNEX Corp                                       800,000              46,100,000
SBC Communications                               700,000              43,312,500
US WEST Communications Group                   2,100,000              79,143,750
                                                                   -------------
                                                                     247,993,750
                                                                   -------------
TOBACCO 1.17%
Philip Morris                                  1,200,000              53,250,000
                                                                   -------------
TOTAL COMMON STOCKS & WARRANTS
    (Cost $2,400,502,449)                                          3,591,124,880
                                                                   -------------



<PAGE>



PREFERRED STOCKS 0.22%
BROADCASTING 0.09%
Granite Broadcasting, Exchangeable
    Pfd^**, 12.750%                                3,836               3,874,360
                                                                   -------------
CABLE 0.09%
Cablevision Systems, Depository
    Shrs Representing 1/100 Pfd**
    Series M, 11.125%                             40,511               4,071,379
                                                                   -------------
TELECOMMUNICATIONS -
    CELLULAR & WIRELESS 0.04%
Nextlink Communications
    Sr Exchangeable Pfd**, 14.000%                38,414               2,016,735
                                                                   -------------
TOTAL PREFERRED STOCKS
    (Cost $8,980,568)                                                  9,962,474
                                                                   -------------

FIXED INCOME SECURITIES 16.15%
US Government Obligations 2.02%
US Treasury Bonds
    10.750%, 8/15/2005                        15,000,000              18,914,070
    6.625%, 2/15/2027                         10,000,000               9,781,250
US Treasury Notes
    6.875%, 5/15/2006                         20,000,000              20,412,500
    6.500%, 10/15/2006                        43,000,000              42,811,875
                                                                   -------------
    TOTAL US GOVERNMENT OBLIGATIONS
    (Cost $91,226,651)                                                91,919,695
                                                                   -------------
US Government Agency Obligations 4.82%
Federal Home Loan Mortgage
    Gold, Participation Certificates
    7.500%, 9/1/2024                           7,639,516               7,679,623
    7.000%, 6/1/2024                           7,933,168               7,829,243
    6.500%, 7/1/2008                          28,239,022              27,865,137
    6.500%, 8/1/2008                           4,438,415               4,379,650
    6.500%, 6/1/2010                          39,081,145              38,563,711
    6.500%, 8/1/2010                           8,451,700               8,305,908
Federal National Mortgage Association,
    Gtd Mortgage Pass-Through Certificates
    7.500%, 6/1/2024                          12,667,059              12,746,608
    6.500%, 7/1/2008                          32,657,901              32,200,038
    6.000%, 10/1/2009                         19,356,324              18,795,571
Government National Mortgage
    Association I, Pass-Through
    Certificates 7.000%,
    12/15/2023                                43,007,939              42,490,123
    6.500%, 3/15/2026                         19,625,969              18,787,940
                                                                   -------------
    TOTAL US GOVERNMENT
    AGENCY OBLIGATIONS
    (Cost $220,225,391)                                              219,643,552
                                                                   -------------


<PAGE>



Corporate Bonds 9.31%
AIR FREIGHT 0.25%
Viking Star Shipping, 1st Pfd Ship
    Mortgage Notes
    9.625%, 7/15/2003                         11,010,000              11,615,550
                                                                   -------------
ALUMINUM 0.18%
Kaiser Aluminum & Chemical
    Sr Sub Notes
    12.750%, 2/1/2003                          7,750,000               8,408,750
                                                                   -------------
AUTOMOBILES 0.22%
General Motors Acceptance Pass-Through
    Asset Trust, Series 1997^,
    6.500%, 1/17/2000                         10,000,000               9,964,000
                                                                   -------------
BEVERAGES 0.06%
Coca-Cola Enterprises, Putable
    Notes, Zero Coupon, 6/20/2020             13,000,000               2,572,934
                                                                   -------------
BROADCASTING 0.34%
Allbritton Communications Sr Sub Deb
    11.500%, 8/15/2004                         5,010,000               5,260,500
    Series B, 9.750%, 11/30/2007               5,000,000               4,875,000
Benedek Broadcasting, Sr Secured
    Notes, 11.875%, 3/1/2005                   4,900,000               5,414,500
                                                                   -------------
                                                                      15,550,000
                                                                   -------------
BUILDING MATERIALS 0.25%
USG Corp, Sr Notes
    8.500%, 8/1/2005                          11,250,000              11,629,688
                                                                   -------------
CABLE 1.01%
Diamond Cable Communications
    PLC, Sr Discount Step-Up Notes^
    Zero Coupon^^, 2/15/2007                   5,500,000               3,162,500
Galaxy Telecom LP/Galaxy
    Telecom Capital, Sr Sub Notes
    12.375%, 10/1/2005                         2,850,000               3,021,000
International CableTel
    Conv Sub Notes, 7.000% 6/15/2008          12,000,000              11,325,000
    Sr Deferred Step-Up Notes
    Series B, Zero Coupon^^ 2/1/2006           8,350,000               5,782,375
    Sr Notes^, 10.000%, 2/15/2007              8,000,000               8,140,000
TCI Satellite Entertainment, Sr Sub
    Discount Step-Up Notes^
    Zero Coupon^^, 2/15/2007                  12,000,000               7,080,000
Videotron Holdings PLC, Sr Discount
    Step-Up Notes Zero Coupon ^^,
    8/15/2005                                  9,000,000               7,515,000
                                                                   -------------
                                                                      46,025,875
                                                                   -------------


<PAGE>



COMPUTER RELATED 0.14%
AST Research, Sub Liquid Yield
    Option Note, Zero Coupon 12/14/2013       15,571,000               6,481,429
                                                                   -------------
DISTRIBUTION 0.11%
Di Giorgio Corp, Sr Notes^
    10.000%, 6/15/2007                         5,000,000               4,862,500
                                                                   -------------
ELECTRIC UTILITIES 1.74%
Carolina Power & Light, 1st
    Mortgage, 8.625%, 9/15/2021                6,650,000               7,534,430
DQU-II Funding, Collateral Lease
    8.700%, 6/1/2016                          17,500,000              18,972,345
Detroit Edison, Secured Medium-
    Term Notes, 8.300%, 8/1/2022               6,000,000               6,319,404
El Paso Electric, 1st Mortgage
    Series C, 8.250%, 2/1/2003                 3,000,000               3,112,500
    Series E, 9.400%, 5/1/2011                 4,000,000               4,350,000
Jersey Central Power & Light, 1st
    Mortgage, 7.500%, 5/1/2023                 6,850,000               6,524,865
Long Island Lighting, Deb
    8.200%, 3/15/2023                         14,800,000              15,163,562
Pennsylvania Power & Light 1st Mortgage
    8.500%, 5/1/2022                           4,100,000               4,354,421
    8.500%, 7/15/2022                          2,000,000               2,120,040
    7.875%, 2/1/2023                           3,750,000               3,812,006
Philadelphia Electric, 1st &
    Refunding Mortgage
    7.750%,  5/1/2023                            530,000                 535,899
    7.250% , 11/1/2024                         6,750,000               6,422,909
                                                                   -------------
                                                                      79,222,381
                                                                   -------------
ENTERTAINMENT 0.42%
Time Warner Entertainment LP
    Sr Deb, 8.375%, 3/15/2023                  8,840,000               9,060,593
Viacom International, Sub Deb
    Series A, 7.000%, 7/1/2003                 7,500,000               7,198,838
    Series B, 7.000%, 7/1/2003                 3,140,000               3,013,913
                                                                   -------------
                                                                      19,273,344
                                                                   -------------
FOODS 0.07%
Grand Metropolitan Investment
    Gtd Sr Notes, 7.450%, 4/15/2035            3,000,000               3,125,082
                                                                   -------------
GAMING 0.16%
Aztar Corp, Sr Sub Notes
    13.750%, 10/1/2004                         3,150,000               3,591,000



<PAGE>



Trump Hotels & Casino Resorts
    Holdings LP/ Trump Hotels &
    Casino Resorts Funding
    Sr Secured Notes 15.500%, 6/15/2005        3,000,000               3,480,000
                                                                   -------------
                                                                       7,071,000
                                                                   -------------
GOLD &
    PRECIOUS METALS MINING 0.21%
Freeport McMoRan Copper & Gold
    Sr Notes, 7.200%, 11/15/2026               5,100,000               5,061,005
Haynes International, Sr Notes
    11.625%, 9/1/2004                          4,000,000               4,420,000
                                                                   -------------
                                                                       9,481,005
                                                                   -------------
HEALTH CARE DRUGS -
    PHARMACEUTICALS 0.30%
McKesson Corp, Sub Deb
    4.500%, 3/1/2004                          15,856,000              13,848,091
                                                                   -------------
HEALTH CARE RELATED 0.25%
Healthsource Inc, Conv Sub Notes^
    5.000%, 3/1/2003                          11,591,000              11,576,512
                                                                   -------------
INVESTMENT BANK/BROKER FIRM 0.13%
Donaldson Lufkin & Jenrette
    Medium-Term Notes
    5.625%, 2/15/2016                          6,000,000               5,762,052
                                                                   -------------
LEISURE TIME 0.07%
Coleman Escrow, Sr Discount Notes^
    Zero Coupon, 5/15/2001                     5,000,000               3,162,500
                                                                   -------------
OFFICE EQUIPMENT & SUPPLIES 0.35%
Bell & Howell, Sr Discount Step-Up
    Deb, Series B, Zero Coupon^^
    3/1/2005                                  17,325,000              13,946,625
Xerox Corp, Medium-Term Notes
    Series D, 6.250%, 11/15/2026               2,130,000               2,078,918
                                                                   -------------
                                                                      16,025,543
                                                                   -------------
OIL & GAS RELATED 0.45%
DI Industries, Sr Notes
    8.875%, 7/1/2007                           5,000,000               4,925,000
Dual Drilling, Sr Sub Notes
    9.875%, 1/15/2004                          5,575,000               5,965,250
Energy Corp of America, Sr Sub^
    Notes, 9.500%, 5/15/2007                   9,750,000               9,652,500
                                                                   -------------
                                                                      20,542,750
                                                                   -------------


<PAGE>



PAPER & FOREST PRODUCTS 0.31%
Quno Corp, Sr Notes
    9.125%, 5/15/2005                         13,050,000              14,028,750
                                                                   -------------
PUBLISHING 0.26%
Affiliated Newspaper Investments
    Sr Discount Step-Up Deb
    Zero Coupon^^, 7/1/2006                    5,000,000               4,500,000
Time Warner, Deb
    6.850%, 1/15/2026                          7,500,000               7,331,708
                                                                   -------------
                                                                      11,831,708
                                                                   -------------
REAL ESTATE INVESTMENT TRUST 0.30%
Fisher Brothers Financial Realty
    Secured Notes 10.750%, 12/17/2000          6,750,000               6,834,375
Rockefeller Center Properties
    Conv Deb, Zero Coupon 12/31/2000           3,210,000               2,190,825
Saul (B F) REIT, Sr Secured Notes
    11.625%, 4/1/2002                          4,300,000               4,558,000
                                                                   -------------
                                                                      13,583,200
                                                                   -------------
RETAIL 0.26%
Penney (J C) Co, Deb
    6.900%, 8/15/2026                         11,800,000              11,862,882
                                                                   -------------
SAVINGS & LOAN 0.45%
Sovereign Bancorp, Medium-Term
    Sub Notes, 8.000%, 3/15/2003               6,500,000               6,555,673
Western Financial Savings Bank
    Sub Capital Deb 8.500%, 7/1/2003          14,000,000              14,187,530
                                                                   -------------
                                                                      20,743,203
                                                                   -------------
TELECOMMUNICATIONS -
    CELLULAR & WIRELESS 0.44%
CommNet Cellular
    Sr Sub Discount Step-Up Notes
    Zero Coupon^^, 9/1/2003                    9,700,000               9,409,000
    Sub Notes, 11.250%, 7/1/2005               2,500,000               2,881,250
NEXTEL Communications, Sr
    Discount Step-Up Notes
    Zero Coupon^^, 8/15/2004                   4,000,000               3,080,000
PriCellular Wireless, Sr Discount
    Step-Up Notes, Zero Coupon^^
    10/1/2003                                  5,000,000               4,700,000
                                                                   -------------
                                                                      20,070,250
                                                                   -------------


<PAGE>



TELECOMMUNICATIONS -
    LONG DISTANCE 0.49%
Brooks Fiber Properties, Sr Discount
    Step-Up Notes, Zero Coupon^^
    3/1/2006                                  19,100,000              13,011,875
McLeod Inc, Sr Discount Step-Up Notes^,
    Zero Coupon^^ 3/1/2007                    10,000,000               6,375,000
TCI Communications, Sr Notes
    6.875%, 2/15/2006                          3,000,000               2,840,535
                                                                   -------------
                                                                      22,227,410
                                                                   -------------
UTILITIES 0.09%
Camuzzi Gas Pampeana SA/
    Camuzzi Gas del Sur, Medium-
    Term Notes, 9.250%, 12/15/2001             4,000,000               4,200,000
                                                                   -------------
    TOTAL CORPORATE BONDS
    (Cost $423,653,507)                                              424,748,389
                                                                   -------------
TOTAL FIXED INCOME SECURITIES
    (Cost $735,105,549)                                              736,311,636
                                                                   -------------

OTHER SECURITIES 0.32%
CABLE 0.15%
OpTel Inc, Units^ (Each unit consists
    of one $1,000 face amount Sr Note
    13.000%, 2/15/2005 and 1 shr of
    non-voting cmn stock)                          7,000               6,685,000
                                                                   -------------
TELEPHONE 0.17%
Ionica PLC, Units (Each unit consists
    of one $1,000 face amount Sr 
    Discount Note 15.000%, 5/1/2007
    and 1 wrnt to purchase 19.619
    shrs of cmn stock)                            15,000               7,950,000
                                                                   -------------
TOTAL OTHER SECURITIES
    (Cost $14,455,437)                                                14,635,000
                                                                   -------------

SHORT-TERM INVESTMENTS -
    COMMERCIAL PAPER 4.56%
CONSUMER FINANCE 1.22%
American Express Credit
    5.500%, 7/2/1997                          30,190,000              30,190,000
Household Finance
    6.150%, 7/1/1997                          25,711,000              25,711,000
                                                                   -------------
                                                                      55,901,000
                                                                   -------------


<PAGE>



FINANCIAL 0.56%
General Electric Capital
    5.670%, 7/7/1997                          25,710,000              25,710,000
                                                                   -------------
INSURANCE 0.68%
Prudential Funding
    5.530%, 7/2/1997                          30,864,000              30,864,000
                                                                   -------------
OIL & GAS RELATED 0.41%
Chevron Oil Finance
    5.500%, 7/3/1997                          18,741,000              18,741,000
                                                                   -------------
RETAIL 1.14%
Sears Roebuck Acceptance
    5.480%, 7/3/1997                          51,856,000              51,856,000
                                                                   -------------
SERVICES 0.55%
Hertz Corp
    5.570%, 7/7/1997                          24,900,000              24,900,000
                                                                   -------------
TOTAL SHORT-TERM INVESTMENTS
    (Cost $207,972,000)                                              207,972,000
                                                                   -------------
TOTAL INVESTMENT SECURITIES
    AT VALUE 100.00%
    (Cost $3,367,016,003)
    (Cost for Income Tax Purposes
    $3,367,161,620)                                               $4,560,005,990
                                                                   =============

*  Security is non-income producing.

^  Securities are registered pursuant to Rule 144A and may be deemed to be
   restricted for resale to institutional investors.

** 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.

See Notes to Financial Statements



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Assets and Liabilities
June 30, 1997

ASSETS
Investment Securities at Value
   (Cost $3,367,016,003)                                          $4,560,005,990
                                                                 ---------------
Receivables:
   Investment Securities Sold                                          5,876,703
   Fund Shares Sold                                                    4,510,407
   Dividends and Interest                                             15,727,551
Prepaid Expenses and Other Assets                                        274,204
                                                                 ---------------
TOTAL ASSETS                                                       4,586,394,855
                                                                 ---------------
LIABILITIES
Payables:
   Custodian                                                             273,020
   Distributions to Shareholders                                       1,826,768
   Investment Securities Purchased                                     3,480,750
   Fund Shares Repurchased                                             4,838,949
Accrued Distribution Expenses                                            899,644
Accrued Expenses and Other Payables                                      401,117
                                                                 ---------------
TOTAL LIABILITIES                                                     11,720,248
                                                                 ---------------
Net Assets at Value                                                4,574,674,607
                                                                 ===============
NET ASSETS
Paid-in Capital*                                                   3,064,468,943
Distributions in Excess of Net Investment
   Income (See Note 1)                                                 (184,298)
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign
   Currency Transactions                                             317,399,975
Net Appreciation of Investment Securities and
   Foreign Currency Transactions (See Note 1)                      1,192,989,987
                                                                 ---------------
Net Assets at Value                                                4,574,674,607
                                                                 ===============
Net Asset Value, Offering and Redemption
   Price per Share                                                         15.31
                                                                 ===============

* The Fund has one billion authorized shares of common stock, par value of $1.00
  per share, of which 298,771,934 were outstanding at June 30, 1997.

See Notes to Financial Statements



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Operations
Year Ended June 30, 1997

INVESTMENT INCOME
INCOME
Dividends                                                           $82,618,687
Interest                                                             66,445,412
   Foreign Taxes Withheld                                              (557,461)
                                                                 ---------------
   TOTAL INCOME                                                     148,506,638
                                                                 ---------------
EXPENSES
Investment Advisory Fees                                             21,791,002
Distribution Expenses                                                10,635,344
Transfer Agent Fees                                                   6,785,271
Administrative Fees                                                     648,015
Custodian Fees and Expenses                                             598,033
Directors' Fees and Expenses                                            185,884
Professional Fees and Expenses                                          164,334
Registration Fees and Expenses                                           88,350
Reports to Shareholders                                                 688,662
Other Expenses                                                          146,525
                                                                 ---------------
   TOTAL EXPENSES                                                    41,731,420
   Fees and Expenses Absorbed
   by Investment Adviser                                             (1,257,873)
   Fees and Expenses Paid Indirectly                                   (278,812)
                                                                 ---------------
   NET EXPENSES                                                      40,194,735
                                                                 ---------------
NET INVESTMENT INCOME                                               108,311,903
                                                                 ---------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                372,025,901
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     550,539,412
                                                                 ---------------
NET GAIN ON INVESTMENT SECURITIES                                   922,565,313
                                                                 ---------------
Net Increase in Net Assets from Operations                        1,030,877,216
                                                                 ===============

See Notes to Financial Statements



<PAGE>



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

                                                     Year Ended June 30
                                          --------------------------------------
                                                1997                    1996
                                          --------------------------------------
OPERATIONS
Net Investment Income                    $  108,311,903          $  133,033,543
Net Realized Gain on Investment
    Securities and Foreign Currency
    Transactions                            372,025,901             291,155,395
Change in Net Appreciation of
    Investment Securities and
    Foreign Currency Transactions           550,539,412             217,662,186
                                          --------------------------------------
NET INCREASE IN NET ASSETS
    FROM OPERATIONS                       1,030,877,216             641,851,124
                                          --------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                      (108,045,224)           (133,792,249)
Net Realized Gain on
    Investment Securities                  (283,864,499)            (77,502,041)
                                          --------------------------------------
TOTAL DISTRIBUTIONS                        (391,909,723)           (211,294,290)
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares               688,098,414             714,175,666
Reinvestment of Distributions               369,552,898             198,324,457
                                          --------------------------------------
                                          1,057,651,312             912,500,123
Amounts Paid for Repurchases
    of Shares                            (1,292,480,001)         (1,182,130,063)
                                          --------------------------------------
NET DECREASE IN NET ASSETS FROM
    FUND SHARE TRANSACTIONS                (234,828,689)           (269,629,940)
                                          --------------------------------------
Total Increase in Net Assets                404,138,804             160,926,894
NET ASSETS
Beginning of Period                       4,170,535,803           4,009,608,909
                                          --------------------------------------
End of Period (Including
    Accumulated Undistributed
    (Distribution in Excess of)
    Net Investment Income of
    ($184,298) and $91,634
    respectively) (See Note 1)            4,574,674,607           4,170,535,803
                                          ======================================



<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                                  49,408,506              55,792,000
Shares Issued from Reinvestment
    of Distributions                         27,312,058              15,483,292
                                          --------------------------------------
                                             76,720,564              71,275,292
Shares Repurchased                          (93,580,782)            (92,077,091)
                                          --------------------------------------
Net Decrease in Fund Shares                 (16,860,218)            (20,801,799)
                                          ======================================

See Notes to Financial Statements


<PAGE>



INVESCO Industrial Income Fund, Inc.
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Industrial
Income Fund, Inc. (the "Fund") 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.
        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 the 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



<PAGE>



    be comprised of stated coupon rate, market discount, original issue discount
    and amortized  premium is recorded on the accrual basis.  Discounts and 
    premiums 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.
        Effective January 13, 1997, the Fund began accruing income using the
    effective interest method which includes amortizing premiums on purchases of
    portfolio securities as adjustments to income.  This method of recording
    income more closely reflects the economics of holding and disposing of debt
    instruments. Prior to January 13,  1997,  the Fund accrued coupon interest
    income, market discount and original issue discount and accounted for
    purchased premiums as capital gains or losses when realized upon disposition
    of the associated security.  The cumulative effect of applying this 
    accounting change was to increase accumulated distributions in excess of  
    undistributed net investment income and increase net unrealized appreciation
    of investment securities by $780,148. Such accounting change had no effect 
    on net asset value per share.
        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. 
        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. 
        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.
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. 
        To the extent future capital gains are offset by capital loss 
    carryovers, such gains will not be distributed to shareholders.
        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, 1997, 54.36% 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.  



<PAGE>



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, amortized 
    premiums, foreign currency transactions, nontaxable dividends, net operating
    losses and expired capital loss carryforwards.  For the year ended June 30,
    1997, the Fund reclassified $237,537 from accumulated undistributed net
    realized gain on investment securities to accumulated undistributed net 
    investment income.  Net investment income, net realized gains 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, Distribution
    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.
        For the year ended June 30, 1997, Fees and Expenses Paid Indirectly
    consisted of $271,474 included in Custodian Fees and Expenses, $1,756 
    included in Distribution Expenses and $5,582 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.  The voluntary fee waivers were included as an
amendment to the investment advisory agreement, effective May 15, 1997.
    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.



<PAGE>



    A plan of  distribution  pursuant  to Rule  12b-1  of the Act  provided  for
reimbursement   of  marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum  of 0.25% of annual  average  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, 1997, the Fund paid the Distributor  $14,751,573 for  reimbursement  of
expenses incurred.
    Effective January 1, 1997, the Rule 12b-1  distribution plan was modified by
action  of the  Board  of  Directors  so  that  the  Fund  compensates  IFG  for
permissible  activities and services in connection with the  distribution of the
Fund's shares.  Accordingly,  the above amounts reflect reimbursements under the
plan for the six months ended December 31, 1996 and compensation  under the plan
for the six months ended June 30, 1997.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended June
30, 1997, the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term securities)
were $1,808,338,569 and $2,337,038,282, respectively.
    The aggregate cost of purchases and proceeds from sales of U.S.  Government
securities  were   $94,517,059  and   $177,727,513,   respectively.
NOTE 4 - APPRECIATION AND DEPRECIATION. At June 30, 1997, the gross appreciation
of securities in which there was an excess of value  over tax cost  amounted  to
$1,218,576,586  and the gross  depreciation  of securities in which there was an
excess  of tax  cost  over  value  amounted  to  $25,732,216,  resulting  in net
appreciation of $1,192,844,370.
NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or ITC.
    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 year ended June 30, 1997,  included in  Directors'
Fees and Expenses in the Statement of Operations were $59,190.  Unfunded accrued
pension  costs of $169,489  and pension  liability  of $353,788  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.  At June 30, 1997, 
there were no such borrowings.



<PAGE>



Other Information
UNAUDITED

On January 31, 1997, a special meeting of the  shareholders of the Fund was held
at which the eleven directors  identified  below were elected,  the selection of
Price Waterhouse LLP as independent  accountants (Proposal 1), the approval of a
new investment  advisory  agreement with IFG (Proposal 2) and a new sub-advisory
agreement  between IFG and ITC  (Proposal 3) were  ratified.  The following is a
report of the votes cast:

<TABLE>
<CAPTION>


                                                                  Withheld/
Nominee/Proposal                       For        Against           Abstain             Total
- ---------------------------------------------------------------------------------------------
<S>                            <C>             <C>                <C>             <C> 

Charles W. Brady               188,366,712              0         6,793,827       195,160,539
Dan J. Hesser                  189,019,842              0         6,140,697       195,160,539
Fred A. Deering                188,944,292              0         6,216,247       195,160,539
Victor L. Andrews              188,181,339              0         6,979,200       195,160,539
Bob R. Baker                   188,115,278              0         7,045,261       195,160,539
Lawrence H. Budner             188,212,416              0         6,948,123       195,160,539
Daniel D. Chabris              187,947,289              0         7,213,250       195,160,539
A. D. Frazier, Jr.             188,993,790              0         6,166,749       195,160,539
Hubert L. Harris, Jr.          188,219,655              0         6,940,844       195,160,539
Kenneth T. King                188,743,112              0         6,417,427       195,160,539
John W. McIntyre               188,957,908              0         6,202,631       195,160,539

Proposal 1                     186,838,257      2,185,467         6,136,814       195,160,538
Proposal 2                     182,887,315      4,154,596         8,118,627       195,160,538
Proposal 3                     182,643,914      4,345,388         8,171,234       195,160,536

</TABLE>


<PAGE>



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

<TABLE>
<CAPTION>

                                                                           Year Ended June 30
                                        -----------------------------------------------------------------------------------
                                               1997              1996              1995              1994              1993
<S>                                     <C>              <C>               <C>              <C>               <C> 

PER SHARE DATA
Net Asset Value -
    Beginning of Period                      $13.21            $11.92            $11.32            $11.53            $10.67
                                        -----------------------------------------------------------------------------------
INCOME FROM INVESTMENT
    OPERATIONS
Net Investment Income                          0.35              0.41              0.42              0.36              0.31
Net Gain on Securities
    (Both Realized and
    Unrealized)                                3.05              1.53              1.14              0.02              1.33
                                        -----------------------------------------------------------------------------------
Total from Investment
    Operations                                 3.40              1.94              1.56              0.38              1.64
                                        -----------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
    Investment Income                          0.35              0.41              0.42              0.36              0.32
In Excess of Net
    Investment Income                          0.00              0.00              0.00              0.11              0.00
Distributions from
    Capital Gains                              0.95              0.24              0.54              0.12              0.46
                                        -----------------------------------------------------------------------------------
Total Distributions                            1.30              0.65              0.96              0.59              0.78
                                        -----------------------------------------------------------------------------------
Net Asset Value -
    End of Period                             15.31             13.21             11.92             11.32             11.53
                                        ===================================================================================

TOTAL RETURN                                 27.33%            16.54%            14.79%             3.24%            15.66%

RATIOS
Net Assets - End of Period
    ($000 Omitted)                      $ 4,574,675       $ 4,170,536       $ 4,009,609        $3,913,322       $ 3,412,527
Ratio of Expenses to
    Average Net Assets#                      0.95%@            0.93%@             0.94%             0.92%             0.96%
Ratio of Net Investment
    Income to Average
    Net Assets#                               2.54%             3.17%             3.61%             3.11%             2.94%
Portfolio Turnover Rate                         47%               63%               54%               56%              121%
Average Commision Rate Paid^^               $0.0370                 -                 -                 -                 -
</TABLE>



<PAGE>



#  Various expenses of the Fund were  voluntarily  absorbed by IFG for the years
   ended June 30, 1997, 1996, 1995, 1994 and 1993. If such expenses had not been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   0.98%, 0.96%, 0.97%, 0.95% and 0.98%, respectively, and ratio of net 
   investment income to average net assets would have been 2.51%, 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 commision rate paid is the total brokerage commisions paid on
   applicable purchases and sales of securities for the period divided by the
   total number of related shares pruchased or sold which is required to be 
   disclosed for fiscal years beginning September 1, 1995 and thereafter.



<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, 1997,  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, 1997 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, 1997


<PAGE>




EasiVest makes it easy to pay yourself first.

   It  seems  that for  most of us the  hardest  part of  investing  at  regular
intervals comes down to simply writing the check, finding the stamp, and putting
it in the mail.  But with  INVESCO's  EasiVest it's so easy that we'll do almost
all the work for you.

   After you fill out the  authorization  and return it with a voided check, the
exact dollar  amount you specify will be  electronically  transferred  from your
bank account to your designated fund on the same day each month.

Using EasiVest is one of the few time when you'll find the easy way may also be
on of the best.

   For  years  smart  investors  have  used  an  investment  strategy  known  as
dollar-cost averaging. It only makes sense that when prices are high an investor
will want to buy fewer shares, and when prices are low he will want to buy more.
By investing a fixed amount at regular  intervals with INVESCO's  EasiVest,  you
can take advantage of these market fluctuations.

   Over a sufficient period of time,  dollar-cost averaging may make the average
price you pay per share less than the actual average price per share.  So follow
the lead of successful  investors and take  advantage of  dollar-cost  averaging
with INVESCO's EasiVest.

   Like other  investment  systems,  periodic  investment  plans to not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve  continuous  investment in securities  regardless of  fluctuating  price
levels in the market,  you should  consider your  financial  ability to continue
purchases through low price levels. Finally, be aware that you will incur a loss
under the plan if you decide to liquidate  your account when the market value of
accumulated shares is less than their cost.

   Just  follow  these  simple  authorization  instructions  and  let  INVESCO's
EasiVest help you build for your future.

   1.  Call your  bank for their ABA and  account  numbers.  Then  complete  the
       EasiVest  authorization  and sign it the same way you would your personal
       checks.

   2.  Enclose an unsigned, personal check or savings deposit slip marked
       "Void."

   3.  Place a voided check or savings deposit slip and signed authorization
       form in an envelope; then mail it to us.



<PAGE>



   It's that easy to start building your mutual fund portfolio. And you can take
advantage of INVESCO's EasiVest with as little as $50 a month.

Questions?  Call us at 1-800-525-8085.
Start building for your future today.


<PAGE>



EASIVEST AUTHORIZATION FOR AUTOMATIC INVESTMENTS

   Before returning this Authorization,  please be sure to contact your bank for
   the correct ABA number and account number.

I authorize  INVESCO  Funds Group to transfer  money from my checking or savings
account  on or  about  the 7th or 21st  (check  one) day of each  month  for the
amounts and funds indicated below:

Fund___________________________________ Acct.#______________________________

$__________________________ ($50 minimum)          ___ 7th           ___21st


- ----------------------------------------------------------------------------
Bank Name

- ----------------------------------------------------------------------------
Bank Street Address

- ----------------------------------------------------------------------------
City, State, Zip
                                         (   )
- --------------------------------------   -----------------------------------
ABA Number (available from your bank)                      Bank Phone Number

____________________________ This is a __Checking Account __ Savings Account
Bank Account Number

- ----------------------------------------------------------------------------
Owner's Name (First, Middle Initial, Last)

- ----------------------------------------------------------------------------
Joint Owner's Name (First, Middle Initial, Last)

- ----------------------------------------------------------------------------
Owner Street Address

- ----------------------------------------------------------------------------
City, State, Zip

- ----------------------------------------------------------------------------
Signature                                                               Date

- ----------------------------------------------------------------------------
Signature                                                               Date

(   )                                               (    )
- ----------------------------------------------------------------------------
Daytime Telephone Number                            Evening Telephone Number



<PAGE>



Don't forget to attach a voided check or deposit slip.

This  authority is to remain in effect  until I revoke it in writing and,  until
INVESCO receives such  notification,  I agree INVESCO will be fully protected in
honoring any such electronic  debit. I further agree that if any such electronic
debit  is  not  honored,  whether  with  cause  or  without  cause  and  whether
intentionally or  unintentionally,  INVESCO will not be liable whatsoever.  This
authorization  will become a part of the fund application  subject to the terms,
representations and conditions thereof.

Like other investment  systems,  period investment plans do not insure a profit,
nor do they protect against loss in a falling market.  Since these plans involve
continuous  investment in securities  regardless of fluctuating  price levels in
the market,  you should  consider your financial  ability to continue  purchases
through low price levels. Finally, be aware that you will incur a loss under the
plan  if you  decide  to  liquidate  your  account  when  the  market  value  of
accumulated shares is less than their cost.



<PAGE>



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

This information must be preceded or 
accompanied by a current prospectus.




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