U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
INVESCO Industrial Income Fund, Inc.
7800 E. Union Avenue
Denver, Colorado 80237
2. The name of each series or class of securities for which this Form is
filed (if the form is being filed for all series and classes of securities
of the issuer, check the box but do not list series or classes):
_X_
3. Investment Company Act File Number: 811-0893
Securities Act File Number: 2-15382
4(a) Last day of fiscal year for which this Form is filed: June 30, 1998
4(b) ____ Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
4(c) ____ Check box if this is the last time the issuer will be filing this
Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities
sold during the fiscal year
pursuant to section 24(f) $1,362,399,070
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(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $1,164,991,454
--------------
(iii) Aggregate price of securities
redeemed or repurchased during
any prior fiscal year ending no
earlier than October 1, 1995 that
were not previously used to reduce
registration fees payable to the
Commission $504,458,629
------------
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] $1,669,450,083
--------------
(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item 5(iv)
from item 5(i)] $0
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(vi) Redemption credits available for
use in future years - if item 5(i)
is less than item 5(iv)
[subtract item 5(iv) from
item 5(i)] $307,051,013
------------
(vii) Multiplier for determining
registration fee
(See Instruction C.9) x0.000295
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(viii)Registration fee due [multiply
item 5(v) by item 5(vii)]
(enter "0" if no fee is due): =$0
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6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:
_____none_________. If there is a number of shares or other units that
were registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by the
issuer in future fiscal years, then state that number here:
_____none__________.
7. Interest due - if this Form is being
filed more than 90 days after the end
of the Issuer's fiscal year
(see instruction D) : +$0
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8. Total of the amount of the registration
fee due plus any interest due
[line 5(viii) plus line 7]: =$0
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9. Date of the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
___ Wire Transfer
___ Mail or other means
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
INVESCO Industrial Income Fund, Inc.
By:/s/ Mark H. Williamson
----------------------
Mark H. Williamson
President
Date: September 23, 1998
