INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1998-08-26
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Annual Report

June 30, 1998

INVESCO
INDUSTRIAL
INCOME FUND

A no-load mutual fund seeking 
long-term growth and income.

You should know
what INVESCO knows. (TM)


<PAGE>



Economic Overview                                                      July 1998
     The first half of 1998  produced  strong gains for the equity  markets,  as
lower interest rates, low inflation,  and robust consumer  confidence lifted the
markets to euphoric  levels.  However,  much like the latter half of 1997, these
gains were produced only with  increased  volatility as concerns about the Asian
contagion and its potential effect on the domestic economy continued to weigh on
investors.  As  negative  sentiment  intensified,  investors  sought  safety  in
large-capitalization    stocks,    producing    severe   sector   rotation   and
underperformance  of  many  small-  and  mid-cap  stock  indexes.  Nevertheless,
numerous  financial  pundits  speculate  that the current  economic  environment
represents investment nirvana.
     How long will this  situation  last?  The key to  maintaining  the  current
economic backdrop and equity valuations may lie in the following variables:
o    Consumer  Confidence:  American  household  optimism,  as  measured  by the
     Consumer  Confidence  Index,  is  riding  a  29-year  high.  Concomitantly,
     consumer willingness to spend money increases, benefiting the economy.
o    Interest  Rates:  Interest rates are at historic low levels.  A significant
     increase would slow the domestic economy,  decrease corporate earnings, and
     have a negative effect on the financial markets.
o    Productivity:  Significant  gains in productivity by American  workers have
     contributed strongly to the lengthy bull market; as productivity  improves,
     earnings accelerate,  supporting company stock prices.  Conversely,  slower
     productivity  could have a negative effect on corporate  earnings and stock
     prices.
     If these three variables remain positive,  the economic  expansion and bull
market in the U.S.  should  continue.  But, as with most perfect  scenarios,  if
conditions  in the economy  change and create a negative  backdrop for financial
markets,  then the markets are likely to experience a  contraction.  Either way,
investors need to remember that  short-term  fluctuations  in the markets should
not influence  long-term  financial plans, and presently the underpinnings for a
strong equity market remain intact.
     For  fixed-income  investors,  the  outlook  for bonds and  interest  rates
remains  positive.  Inflation  remains subdued and the world's largest borrower,
the U.S.  government,  may have a budget  surplus this year -- decreasing  their
need to borrow  funds.  In addition,  given the  economic and currency  problems
elsewhere around the world, our fixed-income market still looks quite attractive
on  a  risk/reward  basis,   causing  many  international   investors  to  favor
dollar-denominated fixed-income obligations in the U.S.
<PAGE>

                         INVESCO Industrial Income Fund
                  Average Annual Total Return as of 6/30/98 (1)

                  1 year                                 20.55%
                  ---------------------------------------------
                  5 years                                16.21%
                  ---------------------------------------------
                  10 years                               16.62%
                  ---------------------------------------------

     For the  one-year  period ended  6/30/98,  INVESCO  Industrial  Income Fund
achieved a total  return of 20.55%.  During the same  period,  the S&P 500 had a
total  return of 30.05%,  and the Lehman  Government/Corporate  Bond Index had a
total  return of 11.28%.  (Of course,  past  performance  is not a guarantee  of
future results.)(1),(2)  
     INVESCO  Industrial  Income Fund received the prestigious  four-star rating
for risk-adjusted  performance by Morningstar for the three-year,  10-year,  and
overall periods ended 6/30/98 among 2545, 707, and 2545 funds. For the five-year
period ended 6/30/98, the fund received a three-star rating among 1462 funds.(3)
     As the line graph  illustrates,  for the 10-year period ended 6/30/98,  the
value of a  $10,000  investment  in  Industrial  Income  Fund,  plus  reinvested
dividends and capital gain distributions, would have risen to $46,527. The chart
and other total return figures cited reflect the fund's operating expenses,  but
the indexes do not have  expenses,  which would,  of course,  have lowered their
performance.  (Of  course,  past  performance  is  not  a  guarantee  of  future
results.)(1),(2)

Graph:

          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   Index    and    Lehman
          Government/Corporate Bond Index, assuming in each case reinvestment of
          all dividends and capital gain distributions,  for the ten year period
          ended 6/30/98.

     Investors  need  to  remember  that  this  fund is  designed  to be an "All
Weather"  fund with  investments  in  dividend-paying  stocks  and  fixed-income
obligations.  The fund may be appropriate as a core holding for most portfolios.
Industrial  Income Fund is not expected to outperform  an all-equity  index in a
raging bull market,  but is designed to mitigate  losses in a flat and declining
market. This disciplined approach to investing seeks to reduce volatility, while
offering the potential for capital appreciation.

                       All-Weather Industrial Income Fund*
                     Average Annual Total Returns 1970-1997

     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.(1),(2)

Graph:
         This bar graph compares the average annual total returns of the INVESCO
         Industrial  Income  Fund to those of the S&P 500 Index for the 28 years
         ending December 31, 1997.

*The S&P 500 average  annualized total returns were 33.35% for one year,  20.23%
for five years, and 18.00% for 10 years as of 12/31/97.  Past performance is not
a guarantee of future results.

<PAGE>

Equity Strategy

     In the summer and fall of 1997,  the Asian  financial  crisis spread from a
few  isolated  countries  to the whole  Asian/Pacific  Rim region.  This created
uncertainty in the domestic  equity markets,  producing the first  correction in
more than seven years.  In this  volatile  environment,  we have  avoided  firms
dependent on Asia, while  concentrating the fund's investments in companies that
exhibit:
     o the ability to grow earnings 
     o market-leadership positions 
     o strong balance sheets 
     o positive cash flows 
     o strong management
     Over the last 12 months,  we have reduced the fund's equity  position while
increasing the fund's  exposure to  fixed-income  securities.  Within the equity
portion of the portfolio, we have concentrated on retailers,  tele-communication
companies, health care firms, and financials. At the same time, we decreased our
exposure to capital goods,  energy, and technology companies -- except for those
firms benefiting from the year 2000 problem.
     Retailers  have  produced  significant  gains  for the  fund in the last 12
months as they are profiting from strength in the domestic  economy,  increasing
real  wages,  and  cheaper  imported  goods  from  Asia.  One  of  our  favorite
investments in this sector remains Dayton Hudson.  Mostly known for their Target
stores,  Dayton  Hudson is  experiencing  accelerating  revenues and earnings as
consumers increase their spending on discretionary items.
     In the  health  care  sector,  investments  are  skewed  towards  large-cap
pharmaceuticals.  These  companies are  benefiting  from an improved  regulatory
environment  and strong new product  pipelines.  The Food & Drug  Administration
(FDA) has  dramatically  cut the approval time for new drugs.  This has improved
the profitability of large-cap pharmaceuticals,  since new drugs sales typically
drive their  revenue and earnings  growth.  Not only are new drugs coming to the
market sooner, but a better-educated consumer is increasing the demand for these
new products.  Furthermore,  as baby boomers age, their need for  pharmaceutical
products should increase revenues for selected drug companies.
     In the financial  services  sector,  we have  increased our  investments in
insurance companies, while reducing our exposure to banks -- as valuation levels
for  many  banks  appear  excessive.   Insurance  companies  are  becoming  more
aggressive  in  gathering  assets.  Through  the  selling of fixed and  variable
annuities  and  other   wealth-protection   products,   selected  companies  are
benefiting  from  the  change  in  demographics  and  the  growing  emphasis  on
retirement by baby boomers.  We continue to favor  insurance  companies that are
well-positioned  in both fixed and variable  products,  that are building strong
brand  names,  and that have  effective  distribution  forces -- like  Allmerica
Financial  and Lincoln  National.  In addition,  consolidation  in the insurance
industry creates other opportunities for investors.

Fixed-Income Strategy
     Over the last 12 months,  we increased the fund's  exposure to fixed-income
obligations.  We continue to believe that  fixed-income  securities appear quite
attractive on a risk/reward  basis,  as inflation  remains almost  non-existent.
Through our disciplined,  value-oriented  bond management  style, we continue to
identify corporate issues that are mispriced by the market.  Presently,  we feel
the best  opportunities are available in the  communications and energy sectors,
as well as the electric utilities industry.
<PAGE>

     In the  communications  sector,  merger  and  consolidation  activity  plus
improving  fundamentals  have  created  enormous  opportunities  for the patient
investor.  We  continue  to favor  investments  in  competitive  local  exchange
carriers  (CLECs) and rural  service  and  long-distance  providers.  One of our
favorite names is Qwest Communications International,  a long-distance telephone
service provider. Qwest has been aggressive in acquiring firms and has a pending
agreement  with  Ameritech  Corp.,  which  would  offer  Ameritech's   customers
long-distance telephone service through Qwest. If the deal is approved, it could
create potential  opportunities for Qwest in European  markets,  enhancing their
profitability.
     Although the gains produced in the energy sector have been minor so far, we
are excited  about its long-term  potential as companies  are only  beginning to
look at possible merger and acquisition opportunities.  It appears that industry
consolidation  is in its infancy  stages in this  sector.  We expect to keep the
fund's investments skewed towards natural gas companies.
     Some of the strongest  gains in the  fixed-income  portion of the portfolio
over the last 12 months  have come from our  "stranded  cost"  theme in electric
utilities.  These companies are in a state of dynamic transition as the industry
moves towards deregulation and increased competition,  ultimately benefiting the
low-cost  providers.  But deregulation has also created a problem,  because many
electric  utilities built power plants on the premise of restricted  competition
and regulated  prices set forth by the government.  State  legislatures  are now
addressing  this issue,  allowing many  utilities to securitize  their  stranded
costs. This may permit some companies to generate  substantial cash flows, which
may reduce their debt levels and possibly improve their credit ratings.  We will
continue  to  favor  investments  in  states  that  are the  furthest  along  in
addressing  the issue of stranded  costs --  California,  Pennsylvania,  and New
York.

Looking Forward
     We believe that the second half of 1998 may be a more difficult environment
for equities  compared to the first half of the year. It appears that  corporate
earnings  may be  squeezed,  and  dividends  could play a more  crucial  role in
enhancing shareholders' returns. Presently the fund invests approximately 65% of
its assets in  dividend-paying  securities.  In  addition,  the strong  domestic
economy should help high yield  securities  produce strong relative returns over
the next six months.  The fund will continue to search for new  opportunities in
the fixed-income market.

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 29 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.
     Senior Vice  President  and Director of  Fixed-Income  Investments  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.
<PAGE>

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

(2)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.

(3)Morningstar proprietary rankings reflect historical risk-adjusted performance
and are subject to change every  month.  Ratings are  calculated  for the fund's
three-,  five-,  and 10-year  average annual  returns (based on available  track
records) in excess of 90-day  Treasury bill returns.  The top 10% of funds in an
investment  category receive 5 stars; the next 22.5%, 4 stars; and the next 35%,
3 stars.



<PAGE>
INVESCO Industrial Income Fund, Inc.
Ten Largest Common Stock Holdings
June 30, 1998

Description                                                             Value
- --------------------------------------------------------------------------------
Kansas City Southern Industries                                     $165,003,125
Bank of New York                                                     133,512,500
General Electric                                                     127,400,000
Bell Atlantic                                                        100,375,000
US WEST                                                               94,000,000
Merck & Co                                                            93,625,000
Dayton Hudson                                                         92,150,000
AlliedSignal Inc                                                      87,418,750
International Business Machines                                       87,395,275
Exxon Corp                                                            85,575,000
Composition of holdings is subject to change.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
June 30, 1998

                                                            Shares or
                                                            Principal
Description                                                    Amount                Value
- ---------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>        

COMMON STOCKS 74.40%
AEROSPACE & DEFENSE 1.98%
Lockheed Martin                                             $ 300,000           $  31,762,500
Northrop Grumman                                              675,000              69,609,375
                                                                                -------------
                                                                                  101,371,875
                                                                                -------------
AUTO PARTS 0.38%
Borg-Warner Automotive                                        400,600              19,253,837
                                                                                -------------
AUTOMOBILES 1.09%
Ford Motor                                                    750,000              44,250,000
General Motors Class H*                                       250,000              11,781,250
                                                                                -------------
                                                                                   56,031,250
                                                                                -------------
BANKS 5.92%
Bank of New York                                            2,200,000             133,512,500
Fleet Financial Group                                         688,000              57,448,000
Mellon Bank                                                 1,000,000              69,625,000
NationsBank Corp                                              550,000              42,075,000
                                                                                -------------
                                                                                  302,660,500
                                                                                -------------
BEVERAGES 1.48%
Anheuser-Busch Cos                                          1,600,000              75,500,000
                                                                                -------------
<PAGE>

CHEMICALS 0.96%
du Pont (E I) de Nemours                                      250,000              18,656,250
Olin Corp                                                     725,000              30,223,437
                                                                                -------------
                                                                                   48,879,687
                                                                                -------------
COMMUNICATIONS -    
   EQUIPMENT & MANUFACTURING 0.82%
Motorola Inc                                                  800,000              42,050,000
                                                                                -------------
COMPUTER RELATED 1.71%
International Business Machines                               761,200              87,395,275
                                                                                -------------
ELECTRICAL EQUIPMENT 3.38%
Emerson Electric                                              750,000              45,281,250
General Electric                                            1,400,000             127,400,000
                                                                                -------------
                                                                                  172,681,250
                                                                                -------------
ELECTRONICS - SEMICONDUCTOR 1.56%
Applied Materials*                                            721,000              21,269,500
Texas Instruments                                           1,000,000              58,312,500
                                                                                -------------
                                                                                   79,582,000
                                                                                -------------
FOODS 5.52%
General Mills                                                 900,000              61,537,500
Heinz (H J) Co                                              1,092,000              61,288,500
Kellogg Co                                                  1,600,000              60,100,000
Quaker Oats                                                   800,000              43,950,000
Ralston-Purina Group                                          475,000              55,485,937
                                                                                -------------
                                                                                  282,361,937
                                                                                -------------
GOLD & PRECIOUS METALS MINING 0.37%
Newmont Mining                                                799,050              18,877,556
HEALTH CARE DRUGS - PHARMACEUTICALS 7.94%
American Home Products                                      1,000,000              51,750,000
Bristol-Myers Squibb                                          500,000              57,468,750
Merck & Co                                                    700,000              93,625,000
Monsanto Co                                                   664,000              37,101,000
Novo-Nordisk A/S Sponsored
   ADR Representing 1/2 B Shrs                                500,000              34,406,250
SmithKline Beecham PLC Sponsored ADR
   Representing 5 Ord Shrs                                    800,000              48,400,000
Warner-Lambert Co                                           1,200,000              83,250,000
                                                                                -------------
                                                                                  406,001,000
                                                                                -------------
HEALTH CARE RELATED 1.06%
Becton Dickinson                                              700,000              54,337,500
                                                                                -------------
HOUSEHOLD PRODUCTS 0.69%
Colgate-Palmolive Co                                          400,000              35,200,000
                                                                                -------------
INSURANCE 3.16%
Allmerica Financial                                           656,818              42,693,170
Chubb Corp                                                    800,000              64,300,000
Lincoln National                                              600,000              54,825,000
                                                                                -------------
                                                                                  161,818,170
                                                                                -------------

<PAGE>

INVESTMENT BANK/BROKER FIRM 0.02%
Omega Worldwide*                                              132,625               1,002,977
                                                                                -------------
LODGING - HOTELS 1.67%
Hilton Hotels                                               3,000,000              85,500,000
                                                                                -------------
MACHINERY 0.88%
Ingersoll-Rand Co                                           1,025,000              45,164,063
                                                                                -------------
MANUFACTURING 2.55%
AlliedSignal Inc                                            1,970,000              87,418,750
Textron Inc                                                   600,000              43,012,500
                                                                                -------------
                                                                                  130,431,250
                                                                                -------------
NATURAL GAS 0.32%
K N Energy                                                    300,000              16,256,250
                                                                                -------------
OIL & GAS RELATED 7.53%
Apache Corp                                                   900,000              28,350,000
Atlantic Richfield                                            750,000              58,593,750
Chevron Corp                                                  600,000              49,837,500
Exxon Corp                                                  1,200,000              85,575,000
Royal Dutch Petroleum New York
   Registry 1.25 Gldr Shrs                                  1,000,000              54,812,500
Schlumberger Ltd                                              400,000              27,325,000
USX-Marathon Group                                            900,000              30,881,250
Union Pacific Resources Group                               1,200,000              21,075,000
Unocal Corp                                                   800,000              28,600,000
                                                                                -------------
                                                                                  385,050,000
                                                                                -------------
PAPER & FOREST PRODUCTS 0.83%
Champion International                                        500,000              24,593,750
Fort James                                                    400,000              17,800,000
                                                                                -------------
                                                                                   42,393,750
                                                                                -------------
POLLUTION CONTROL 0.60%
Republic Services Class A*                                  1,280,000              30,720,000
                                                                                -------------
RAILROADS 3.75%
Kansas City Southern Industries                             3,325,000             165,003,125
Norfolk Southern                                              900,000              26,831,250
                                                                                -------------
                                                                                  191,834,375
                                                                                -------------
REAL ESTATE INVESTMENT TRUST 1.92%
Boston Properties                                             350,000              12,075,000
Health & Retirement Properties
   Trust SBI                                                1,200,000              22,575,000
Health Care Property Investors                                550,000              19,834,375
Healthcare Realty Trust                                       400,000              10,900,000
Meditrust Corp Paired Certificates                            550,800              15,387,975
Omega Healthcare Investors                                    500,000              17,562,500
                                                                                -------------
                                                                                   98,334,850
                                                                                -------------

<PAGE>

RETAIL 5.24%
Dayton Hudson                                               1,900,000              92,150,000
Federated Department Stores*                                  500,000              26,906,250
May Department Stores                                         400,000              26,200,000
Penney (J C) Co                                               600,000              43,387,500
Tandy Corp                                                  1,500,000              79,593,750
                                                                                -------------
                                                                                  268,237,500
                                                                                -------------
SAVINGS & LOAN 1.87%
Ahmanson (H F) & Co                                           600,000              42,600,000
Charter One Financial                                       1,573,400              53,003,913
                                                                                -------------
                                                                                   95,603,913
                                                                                -------------
SERVICES 1.58%
First Data                                                  1,400,000              46,637,500
Service Corp International                                    800,000              34,300,000
                                                                                -------------
                                                                                   80,937,500
                                                                                -------------
TELECOMMUNICATIONS -
   LONG DISTANCE 1.24%
AT&T Corp                                                     600,000              34,275,000
WorldCom Inc*                                                 600,000              29,062,500
                                                                                -------------
                                                                                   63,337,500
                                                                                -------------
TELEPHONE 5.76%
Bell Atlantic                                               2,200,000             100,375,000
GTE Corp                                                      800,000              44,500,000
SBC Communications                                          1,400,000              56,000,000
US WEST                                                     2,000,000              94,000,000
                                                                                -------------
                                                                                  294,875,000
                                                                                -------------
TOBACCO 0.62%
Philip Morris                                                 800,000              31,500,000
                                                                                -------------
TOTAL COMMON STOCKS
   (Cost $2,388,905,769)                                                        3,805,180,765
                                                                                -------------
FIXED INCOME SECURITIES 19.51%
US Government Obligations 1.14%
US Treasury Notes
   6.125%, 8/15/2007                                       37,000,000              38,514,705
   5.500%, 5/31/2003                                       20,000,000              20,000,000
                                                                                -------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $58,214,980)                                                              58,514,705
                                                                                -------------

<PAGE>

US Government Agency Obligations 1.30%
Fannie Mae, Gtd Mortgage
   Pass-Through Certificates
   6.500%, 7/1/2008                                        26,946,287              27,139,219
Government National Mortgage
   Association I, Pass-Through
   Certificates, 7.000%, 12/15/2023                        38,743,101              39,448,223
                                                                                -------------
   TOTAL US GOVERNMENT
   AGENCY OBLIGATIONS (Cost $65,766,626)                                           66,587,442
                                                                                -------------
Asset-Backed Securities 0.10%
CABLE 0.10%
Cox Enterprises, Pass-Through
   Asset Trust, 1997-1^
   6.250%, 8/26/1999 (Cost $5,027,524)                      5,000,000               4,993,555
                                                                                -------------
Corporate Bonds 16.97%
AUTOMOBILES 0.32%

Auburn Hills Trust, Gtd
   Exchangeable Deb Certificate
   12.000%, 5/1/2020                                       10,000,000              16,449,869
                                                                                -------------
BROADCASTING 0.48%
American Radio Systems, Sr Sub
   Notes, 9.000%, 2/1/2006                                  3,000,000               3,217,500
Clear Channel Communications
   Notes, 6.625%, 6/15/2008                                10,150,000              10,068,849
EchoStar Communications, Gtd Sr
   Secured Discount Step-Up Notes
   Zero Coupon^^, 6/1/2004                                  5,000,000               4,875,000
JCAC Inc, Sr Sub Notes
   10.125%, 6/15/2006                                       6,000,000               6,562,500
                                                                                -------------
                                                                                   24,723,849
                                                                                -------------
BUILDING MATERIALS 0.70%
Congoleum Corp, Sr Notes
   9.000%, 2/1/2001                                        12,040,000              12,341,000
USG Corp, Sr Notes
   8.500%, 8/1/2005                                        21,093,000              23,451,196
                                                                                -------------
                                                                                   35,792,196
                                                                                -------------
CABLE 0.22%
CF CABLE TV, Sr Secured 2nd
   Priority Notes, 11.625%
   2/15/2005                                                2,750,000               3,100,625
Continental Cablevision, Sr Deb
   9.500%, 8/1/2013                                         6,925,000               8,246,505
                                                                                -------------
                                                                                   11,347,130
                                                                                -------------
CHEMICALS 0.04%
Terra Industries, Sr Notes, Series B
   10.500%, 6/15/2005                                       2,000,000               2,155,000
                                                                                -------------

<PAGE>

COMMUNICATIONS -
   EQUIPMENT & MANUFACTURING 0.33%
RCN Corp, Sr Discount Step-Up Notes
   Zero Coupon^^, 7/1/2008                                  6,350,000               3,770,312
   Series B, Zero Coupon^^ 2/15/2008                       21,600,000              12,960,000
                                                                                -------------
                                                                                   16,730,312
                                                                                -------------
ELECTRIC UTILITIES 4.30%
Boston Edison, Deb
   7.800%, 5/15/2010                                        6,700,000               7,389,644
   7.800%, 3/15/2023                                        4,560,000               4,833,513
Carolina Power & Light
   1st Mortgage
   8.625%, 9/15/2021                                        6,650,000               8,419,870
   8.200%, 7/1/2022                                         2,000,000               2,167,402
   6.875%, 8/15/2023                                        8,250,000               8,372,866
Cleveland Electric Illuminating
   1st Mortgage
   8.375%, 8/1/2012                                         4,855,000               4,998,217
   Series B, 9.500%, 5/15/2005                             12,000,000              13,200,000
   Sr Secured Notes, Series D
   7.430%, 11/1/2009                                        7,500,000               7,844,579
Consumers Energy, 1st & Refunding
   Mortgage, 7.375%, 9/15/2023                             10,700,000              11,208,699
DQU-II Funding, Collateral Lease
   8.700%, 6/1/2016                                        17,500,000              19,592,649
Detroit Edison
   1st Mortgage Medium-Term Notes
   Series C, 8.240%, 1/13/2023                              5,600,000               6,228,286
   Secured Medium-Term Notes
   Series C, 8.300%, 1/13/2023                              5,000,000               5,554,974
   Series D, 8.310%, 8/1/2022                               3,000,000               3,332,247
   Series 92-D, 8.300%, 8/1/2022                           11,000,000              12,145,099
El Paso Electric, 1st Mortgage
   Series C, 8.250%, 2/1/2003                               3,000,000               3,201,000
Jersey Central Power & Light
   1st Mortgage
   7.500%, 5/1/2023                                         7,160,000               7,447,208
   6.750%, 11/1/2025                                       12,750,000              12,638,410
Massachusetts Electric, Medium-
   Term Notes, Series R
   8.550%, 2/7/2022                                         5,000,000               5,556,715
Metropolitan Edison, Secured
   Medium-Term Notes, Series B
   8.150%, 1/30/2023                                       19,950,000              21,799,981
New York State Electric & Gas
   1st Mortgage, 8.300%
   12/15/2022                                               8,250,000               8,922,110
Pacific Gas & Electric
   1st & Refunding Mortgage
   Series 92B, 8.375%, 5/1/2025                             3,524,000               3,841,537
   Series 93D, 7.250%, 8/1/2026                             3,500,000               3,664,713
Pennsylvania Power, 1st Mortgage
   8.500%, 7/15/2022                                        2,000,000               2,195,380
Pennsylvania Power & Light
   1st Mortgage
   8.500%, 5/1/2022                                         6,600,000               7,413,582
   7.875%, 2/1/2023                                         3,750,000               4,077,979
<PAGE>

Philadelphia Electric
   1st & Refunding Mortgage
   7.750%, 3/1/2023                                           536,000                 562,893
   7.250%, 11/1/2024                                        7,412,000               7,666,602
Potomac Electric Power, 1st
   Mortgage, 6.250%, 10/15/2007                            10,000,000              10,260,519
South Carolina Electric & Gas, 1st
   Mortgage, 8.875%, 8/15/2021                              2,000,000               2,205,910
Western Massachusetts Electric
   1st Mortgage, Series V
   7.750%, 12/1/2002                                        3,250,000               3,322,199
                                                                                -------------
                                                                                  220,064,783
                                                                                -------------
ELECTRICAL EQUIPMENT 0.09%
Alpine Group, Sr Secured Notes
   Series B, 12.250%, 7/15/2003                             4,249,000               4,610,165
                                                                                -------------
ENTERTAINMENT 0.48%
Paramount Communications, Sr Deb
   8.250%, 8/1/2022                                         5,800,000               6,084,339
Time Warner, Deb
   6.850%, 1/15/2026                                        7,500,000               7,761,187
Viacom International, Sub Deb
   Series A, 7.000%, 7/1/2003                               7,500,000               7,427,527
   Series B, 7.000%, 7/1/2003                               3,140,000               3,109,658
                                                                                -------------
                                                                                   24,382,711
                                                                                -------------
GAMING 0.15%
Station Casinos, Sr Sub Notes
   9.625%, 6/1/2003                                         7,500,000               7,762,500
                                                                                -------------
HEALTH CARE DRUGS - PHARMACEUTICALS 0.22%
Home Products International, Sr Sub
   Notes^, 9.625%, 5/15/2008                                3,500,000               3,482,500
McKesson Corp, Sub Deb
   4.500%, 3/1/2004                                         8,507,000               7,936,384
                                                                                -------------
                                                                                   11,418,884
                                                                                 ------------
HEALTH CARE RELATED 0.19%
FHP International, Sr Notes
   7.000%, 9/15/2003                                        6,450,000               6,651,995
US Surgical, Sr Notes
   7.250%, 3/15/2008                                        3,000,000               3,151,149
                                                                                -------------
                                                                                    9,803,144
                                                                                -------------
INSURANCE 0.99%
Equitable Cos, Sr Notes
   9.000%, 12/15/2004                                      40,470,000              46,433,613
Veritas Holdings GmbH, Sr Notes
   9.625%, 12/15/2003                                       4,068,000               4,281,570
                                                                                -------------
                                                                                   50,715,183
                                                                                -------------

<PAGE>
INVESTMENT BANK/BROKER FIRM 0.20%
Donaldson Lufkin & Jenrette
   Medium-Term Notes
   5.625%, 2/15/2016                                        6,000,000               5,985,954
Lehman Brothers Holdings, Sr Notes
   8.800%, 3/1/2015                                         3,475,000               4,192,264
                                                                                -------------
                                                                                   10,178,218
                                                                                -------------
IRON & STEEL 0.16%
National Steel, 1st Mortgage
   8.375%, 8/1/2006                                         8,000,000               8,000,000
                                                                                -------------
LODGING - HOTELS 0.26%
Hilton Hotels, Sr Notes
   7.200%, 12/15/2009                                      13,220,000              13,029,815
                                                                                -------------
MACHINERY 0.14%
AGCO Corp, Sr Sub Notes
   8.500%, 3/15/2006                                        7,100,000               7,313,000
                                                                                -------------
METALS MINING 0.36%
Glencore Nickel Pty Ltd, Sr Secured
   9.000%, 12/1/2014                                       11,000,000              10,615,000
Haynes International, Sr Notes
   11.625%, 9/1/2004                                        7,075,000               7,994,750
                                                                                -------------
                                                                                   18,609,750
                                                                                -------------
NATURAL GAS 0.13%
NorAm Energy, Conv Sub Deb
   6.000%, 3/15/2012                                        7,064,000               6,675,480
                                                                                -------------
OIL & GAS RELATED 2.05%
Atlantic Richfield, Deb
   10.875%, 7/15/2005                                       3,030,000               3,851,705
   9.125%, 8/1/2031                                         2,757,000               3,747,455
   9.000%, 4/1/2021                                        18,910,000              24,651,396
   9.000%, 5/1/2031                                           503,000                 674,666
   8.750%, 3/1/2032                                         2,326,000               3,045,585
Belco Oil & Gas, Sr Sub Notes
   Series B, 8.875%, 9/15/2007                              7,000,000               6,772,500
Canadian Forest Oil Ltd, Gtd Sr
   Sub Notes, 8.750%, 9/15/2007                             6,910,000               6,776,691
Cliffs Drilling, Gtd Sr Notes
   Series B, 10.250%, 5/15/2003                             5,000,000               5,275,000
   Series D, 10.250%, 5/15/2003                             4,060,000               4,283,300
Coda Energy, Gtd Sr Sub Notes
   Series B, 10.500%, 4/1/2006                              8,000,000               8,400,000
Cross Timbers Oil, Sr Sub Notes
   Series B, 9.250%, 4/1/2007                               2,800,000               2,873,500
Energy Corp of America, Sr Sub
   Notes, Series A 9.500% 5/15/2007                         9,750,000               9,555,000
Gulf Canada Resources Ltd
   Sr Notes
   8.350%, 8/1/2006                                         8,750,000               9,581,004
   8.250%, 3/15/2017                                        5,000,000               5,509,650
Northern Offshore ASA, Sr Notes^
   10.000%, 5/15/2005                                       5,000,000               4,775,000

<PAGE>

SEACOR SMIT, Sr Notes
   7.200%, 9/15/2009                                        5,000,000               5,125,800
                                                                                -------------
                                                                                  104,898,252
                                                                                -------------
PAPER & FOREST PRODUCTS 0.34%
QUNO Corp, Sr Notes
   9.125%, 5/15/2005                                       13,050,000              13,963,500
Tembec Finance, Gtd Sr Notes
   9.875%, 9/30/2005                                        3,000,000               3,172,500
                                                                                -------------
                                                                                   17,136,000
                                                                                -------------
PUBLISHING 0.26%
Affiliated Newspaper Investments
   Sr Discount Step-Up Notes
   Zero Coupon^^, 7/1/2006                                  8,000,000               7,940,000
Quebecor Printing Capital, Gtd Deb
   6.500%, 8/1/2027                                         5,000,000               5,089,774
                                                                                -------------
                                                                                   13,029,774
                                                                                -------------
RETAIL 0.08%
Federated Department Stores, Sr
   Deb, 6.790%, 7/15/2027                                   4,000,000               4,125,156
                                                                                -------------
SAVINGS & LOAN 0.40%
Sovereign Bancorp, Medium-Term
   Notes, 8.000%, 3/15/2003                                 6,500,000               6,821,490
Western Financial Savings Bank
   Sub Capital Deb, 8.500% 7/1/2003                        14,000,000              13,717,857
                                                                                -------------
                                                                                   20,539,347
                                                                                -------------
SERVICES 0.10%
United Rentals, Sr Sub Notes^
   9.500%, 6/1/2008                                         5,000,000               5,200,000

TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 1.26%
360 Communications
   Notes, 6.650%, 1/15/2008                                10,000,000              10,136,130
   Sr Notes, 7.600%, 4/1/2009                              13,500,000              14,649,686
Centennial Cellular, Sr Notes
   8.875%, 11/1/2001                                        4,972,000               5,164,665
Esat Holdings Ltd, Sr Deferred
   Coupon Step-Up Notes, Series B
   Zero Coupon^^, 2/1/2007                                  7,850,000               5,769,750
NEXTEL Communications, Sr
   Discount Step-Up Notes
   Zero Coupon^^, 8/15/2004                                11,500,000              11,212,500
Teligent Inc, Sr Discount
   Step-Up Notes^
   Zero Coupon^^, 3/1/2008                                 14,750,000               8,130,937
Triton PCS, Sr Sub Discount
   Step-Up Notes^
   Zero Coupon^^, 5/1/2008                                 16,300,000               9,168,750
                                                                                -------------
                                                                                   64,232,418
                                                                                -------------

<PAGE>
TELECOMMUNICATIONS -
   LONG DISTANCE 1.85%
GST Telecommunications/GST
   Network Funding, Sr Discount
   Step-Up Notes^, Zero Coupon^^
   5/1/2008                                                 5,000,000               3,000,000
Level 3 Communications, Sr Notes^
   9.125%, 5/1/2008                                        17,000,000              16,553,750
McLeodUSA Inc
   Sr Discount Step-Up Notes
   Zero Coupon^^, 3/1/2007                                  3,600,000               2,682,000
   Sr Notes, 9.250%, 7/15/2007                              6,250,000               6,484,375
NEXTLINK Communications
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 4/15/2008                                 5,500,000               3,361,875
   Sr Notes, 9.625%, 10/1/2007                              5,425,000               5,560,625
NEXTLINK Communications LLC/
   NEXTLINK Capital, Sr Notes
   12.500%, 4/15/2006                                       2,750,000               3,121,250
Qwest Communications International,
   Sr Discount Step-Up
   Notes^, Zero Coupon^^, 2/1/2008                          5,000,000               3,600,000
RSL Communications Ltd
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 3/1/2008                                 12,500,000               7,437,500
   Sr Notes^, 9.125%, 3/1/2008                             15,000,000              14,550,000
WorldCom Inc, Sr Notes
   7.750%, 4/1/2027                                        24,900,000              28,140,309
                                                                                -------------
                                                                                   94,491,684
                                                                                -------------
TELEPHONE 0.79%
Centel Capital, Deb
   9.000%, 10/15/2019                                       5,000,000               6,346,970
Frontier Corp, Notes
   7.250%, 5/15/2004                                        5,150,000               5,429,366
Intermedia Communications
   Sr Notes^, 8.600%, 6/1/2008                              3,000,000               3,037,500
   Sr Notes, 8.500%, 1/15/2008                             10,000,000              10,000,000
MetroNet Communications
   Sr Discount Step-Up Notes
   Zero Coupon^^, 11/1/2007                                 7,000,000               4,593,750
   Sr Discount Step-Up Notes^
   Zero Coupon^^, 6/15/2008                                 9,250,000               5,593,087
   Sr Notes, 12.000%, 8/15/2007                             4,800,000               5,412,000
                                                                                -------------
                                                                                   40,412,673
                                                                                -------------
UTILITIES - GAS 0.08%
Camuzzi Gas Pampeana SA/
   Camuzzi Gas del Sur, Medium-
   Term Notes^, 9.250%, 12/15/2001                          4,000,000               4,000,000
                                                                                -------------
   TOTAL CORPORATE BONDS
   (COST $859,980,638)                                                            867,827,293
                                                                                -------------

<PAGE>

TOTAL FIXED INCOME SECURITIES
   (Cost $988,989,768)                                                            997,922,995
                                                                                -------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 6.09%
CONSUMER FINANCE 0.44%
American Express Credit
   5.570%, 7/1/1998                                        22,690,000              22,690,000
                                                                                -------------
ELECTRICAL EQUIPMENT 0.78%
General Electric, 5.620%, 7/6/1998                         40,000,000              40,000,000
                                                                                -------------
FINANCIAL 0.55%
General Electric Capital
   6.150%, 7/1/1998                                        28,000,000              28,000,000
                                                                                -------------
INSURANCE 0.85%
CIGNA Corp, 5.660%, 7/10/1998                              43,447,000              43,447,000
                                                                                -------------
OIL & GAS RELATED 1.73%
Chevron USA
   5.600%, 7/8/1998                                        48,993,000              48,993,000
   5.450%, 7/1/1998                                        39,586,000              39,586,000
                                                                                -------------
                                                                                   88,579,000
                                                                                -------------
RETAIL 1.74%
Sears Roebuck Acceptance
   5.700%, 7/9/1998                                        39,093,000              39,093,000
   5.450%, 7/2/1998                                        49,916,000              49,916,000
                                                                                -------------
                                                                                   89,009,000
                                                                                -------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $311,725,000)                                                            311,725,000
                                                                                -------------
TOTAL INVESTMENT  
  SECURITIES AT VALUE  100.00% 
  (Cost $3,689,620,537)  
  (Cost for Income Tax Purposes
  $3,699,141,109)                                                               $5,114,828,760
                                                                                ==============
</TABLE>

*    Security is non-income producing.

^    Securities  acquired  pursuant to Rule 144A. The Fund deems such securities
     to be "liquid" because an institutional market exists.

^^   Step-up bonds are obligations which increase the interest payment rate at a
     specified 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, 1998
<TABLE>
<CAPTION>

ASSETS
<S>                                                                          <C>   

Investment Securities at Value
 (Cost $3,689,620,537)                                                        $ 5,114,828,760
Cash                                                                                2,595,018
Receivables:
   Investment Securities Sold                                                      10,856,195
   Fund Shares Sold                                                                 6,030,596
   Dividends and Interest                                                          20,334,842
Prepaid Expenses                                                                      288,501
                                                                               --------------
TOTAL ASSETS                                                                    5,154,933,912
                                                                               --------------
LIABILITIES
Payables:
   Distributions to Shareholders                                                    2,176,344
   Investment Securities Purchased                                                 62,314,845
   Fund Shares Repurchased                                                          8,160,521
Accrued Distribution Expenses                                                       1,038,123
Accrued Expenses and Other Payables                                                   509,453
                                                                               --------------
TOTAL LIABILITIES                                                                  74,199,286
                                                                               --------------
Net Assets at Value                                                            $5,080,734,626
                                                                               ==============
NET ASSETS
Paid-in Capital*                                                               $3,261,876,559
Accumulated Undistributed Net
   Investment Income                                                                1,232,549
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign
   Currency Transactions                                                          392,417,295
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                                1,425,208,223
                                                                               --------------
Net Assets at Value                                                            $5,080,734,626
                                                                               ==============
Net Asset Value, Offering and Redemption
   Price per Share                                                                     $16.18
                                                                                      =======

</TABLE>

*    The Fund has one billion  authorized  shares of common stock,  par value of
     $1.00 per share, of which 313,928,706 were outstanding at June 30, 1998.

See Notes to Financial Statements



<PAGE>

INVESCO Industrial Income Fund, Inc.
Statement of Operations
Year Ended June 30, 1998
<TABLE>
<CAPTION>

INVESTMENT INCOME
INCOME
<S>                                                                            <C>  

Dividends                                                                       $  74,376,469
Interest                                                                           85,307,820
   Foreign Taxes Withheld                                                           (412,846)
                                                                                -------------
   TOTAL INCOME                                                                   159,271,443
                                                                                -------------
EXPENSES
Investment Advisory Fees                                                           23,205,917
Distribution Expenses                                                              12,301,096
Transfer Agent Fees                                                                 6,122,313
Administrative Fees                                                                   748,034
Custodian Fees and Expenses                                                           587,418
Directors' Fees and Expenses                                                          275,362
Professional Fees and Expenses                                                        155,252
Registration Fees and Expenses                                                         81,025
Reports to Shareholders                                                               576,551
Other Expenses                                                                        246,709
                                                                                -------------
   TOTAL EXPENSES                                                                  44,299,677
   Fees and Expenses Absorbed
   by Investment Adviser                                                             (10,930)
   Fees and Expenses Paid Indirectly                                                (440,841)
                                                                                -------------
   NET EXPENSES                                                                    43,847,906
                                                                                -------------
NET INVESTMENT INCOME                                                             115,423,537
                                                                                -------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                              563,837,730
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                                   232,218,236
                                                                                -------------
NET GAIN ON INVESTMENT SECURITIES                                                 796,055,966
                                                                                -------------
Net Increase in Net Assets from Operations                                      $ 911,479,503
                                                                                =============

</TABLE>

See Notes to Financial Statements



<PAGE>
INVESCO Industrial Income Fund, Inc.
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                     Year Ended June 30
                                                       --------------------------------------
                                                            1998                     1997
OPERATIONS
<S>                                                   <C>                   <C>   
Net Investment Income                                 $   115,423,537         $   108,311,903
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions                          563,837,730             372,025,901
Change in Net Appreciation
   of Investment Securities and
   Foreign Currency Transactions                          232,218,236             550,539,412
                                                      ---------------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                        911,479,503           1,030,877,216
                                                      ---------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                   (115,239,239)           (108,045,224)
In Excess of Net Investment Income                           (34,577)                       0
Net Realized Gain on Investment
   Securities                                           (487,553,284)           (283,864,499)
                                                      ---------------------------------------
TOTAL DISTRIBUTIONS                                     (602,827,100)           (391,909,723)
                                                      ---------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             796,227,427             688,098,414
Reinvestment of Distributions                             566,171,643             369,552,898
                                                      ---------------------------------------
                                                        1,362,399,070           1,057,651,312
Amounts Paid for Repurchases
   of Shares                                          (1,164,991,454)         (1,292,480,001)
                                                      ---------------------------------------
NET INCREASE (DECREASE) IN NET
   ASSETS FROM FUND SHARE TRANSACTIONS                    197,407,616           (234,828,689)
                                                      ---------------------------------------
Total Increase in Net Assets                              506,060,019             404,138,804
NET ASSETS
Beginning of Period                                     4,574,674,607           4,170,535,803
                                                      ---------------------------------------
End of Period (Including
   Accumulated Undistributed Net
   Investment Income (Distributions
   in Excess) of $1,232,549 and
   ($184,298) respectively)                           $ 5,080,734,626         $ 4,574,674,607
                                                      =======================================
          --------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Shares Sold                                                49,736,211              49,408,506
Shares Issued from Reinvestment
   of Distributions                                        38,238,701              27,312,058
                                                      ---------------------------------------
                                                           87,974,912              76,720,564
Shares Repurchased                                       (72,818,140)            (93,580,782)
                                                      ---------------------------------------
Net Increase (Decrease) in
   Fund Shares                                        $    15,156,772         $  (16,860,218)
                                                      =======================================
</TABLE>

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") is  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
     under procedures established by the Fund's board of directors.
          Short-term securities are stated at amortized cost (which approximates
     market  value) if maturity is 60 days or less at the time of  purchase,  or
     market value if maturity is greater than 60 days.
          Assets  and  liabilities  initially  expressed  in  terms  of  foreign
     currencies are translated into U.S. dollars at the prevailing  market rates
     as quoted by one or more  banks or dealers  on the date of  valuation.  The
     cost of securities is translated into U.S. dollars at the rates of exchange
     prevailing  when such  securities  are  acquired.  Income and  expenses are
     translated  into U.S.  dollars  at 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.  Dividends-in-kind  are  recognized  as income on the ex
     dividend  date,  at the current  market value of the  underlying  security.
     Certain  dividends from foreign  securities will be recorded as soon as the
     Fund is informed of the dividend if such information is obtained subsequent
     to the ex dividend date. Interest income,  which may be comprised of stated
     coupon  rate,  market  discount,  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.
<PAGE>

          The Fund may have  elements  of risk  due to  investments  in  foreign
     issuers located in a specific country. Such foreign investments 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 investment  securities  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 U.S. Government.
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, 1998,
     27.07%  qualified for the  dividends  received  deduction  available to the
     Fund's corporate shareholders.
          Investment  income  received  from  foreign  sources may be subject to
     foreign  withholding taxes.  Dividend and interest income is shown gross of
     foreign withholding taxes in the accompanying financial statements.
D.   DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS - Dividends and  distributions
     to  shareholders  are recorded by the Fund on the ex  dividend/distribution
     date.  The Fund  distributes  net realized  capital  gains,  if any, to its
     shareholders at least annually,  if not offset by capital loss  carryovers.
     Income  distributions  and capital gain  distributions  are  determined  in
     accordance  with income tax  regulations  which may differ  from  generally
     accepted  accounting  principles.  These  differences  are primarily due to
     differing  treatments for  mortgage-backed  securities,  market  discounts,
     amortized premiums,  foreign currency  transactions,  nontaxable dividends,
     net operating losses and expired capital loss  carryforwards.  For the year
     ended June 30, 1998,  the Fund  reclassified  $1,267,126  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,  Custodian
     Fees and  Expenses,  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.
<PAGE>

          For the year ended June 30, 1998,  Fees and Expenses  Paid  Indirectly
     consisted  of  $439,670  included  in  Custodian  Fees and  Expenses,  $523
     included in Distribution expenses and $648 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 the Fund's  average  net assets as
follows:
<TABLE>
<CAPTION>

                               AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------------------
                                $700
$0 to         $350 to        Million     $2 Billion     $4 Billion     $5 Billion        Over
$350             $700          to $2          to $4          to $5          to $6          $6
Million       Million        Billion        Billion        Billion        Billion     Billion
- ---------------------------------------------------------------------------------------------
<S>          <C>            <C>            <C>            <C>          <C>          <C>

0.60%           0.55%          0.50%          0.45%          0.40%        0.375%*      0.35%*

* Effective May 15, 1997, IFG voluntarily agreed to waive the portion of its fee
which exceeds  0.40% of average net assets in excess of $5 billion.  Such waiver
may be discontinued in the future.

     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 were made by ITC.  Fees for such  sub-advisory  services  were paid by IFG.
Effective February 4, 1998, such responsibilities were transfered to IFG.
     In accordance with an Administrative Agreement, the Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of  average  net  assets to  provide  administrative,  accounting  and  clerical
services.  The fee is accrued  daily and paid  monthly.  
     IFG  receives  a  transfer  agent  fee at an  annual  rate  of  $20.00  per
shareholder  account,  or,  where  applicable,  per  participant  in an  omnibus
account,  per year. IFG may pay such fee for participants in omnibus accounts to
affiliates  or third  parties.  The fee is paid  monthly at  one-twelfth  of the
annual fee and is based upon the actual  number of accounts in existence  during
each month.
     A plan of  distribution  pursuant  to Rule  12b-1 of the Act  provides  for
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor") to a maximum of 0.25% of annual average net assets.  For the year
ended June 30, 1998, the Fund paid the Distributor $12,162,095 under the plan of
distribution.  Effective September 29, 1997, INVESCO Distributors, Inc. ("IDI"),
a wholly owned subsidiary of IFG, replaced IFG as Distributor.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended June
30, 1998,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $2,589,574,237 and $2,739,698,725, respectively.
     The aggregate cost of purchases and proceeds from sales of U.S.  Government
securities were $87,708,443 and $263,831,583, respectively.
NOTE 4 - APPRECIATION AND DEPRECIATION. At June 30, 1998, the gross appreciation
of  securities  in which there was an excess of value over tax cost  amounted to
$1,471,865,171  and the gross  depreciation  of securities in which there was an
excess  of tax  cost  over  value  amounted  to  $56,177,520,  resulting  in net
appreciation of $1,415,687,651.
NOTE 5 -  TRANSACTIONS  WITH  AFFILIATES.  Certain  of the Fund's  officers  and
directors are also officers and directors of IFG or IDI.
<PAGE>

     The Fund has adopted an unfunded  deferred  compensation  plan covering all
independent  directors  of the Fund  who  will  have  served  as an  independent
director for at least five years at the time of retirement.  Benefits under this
plan  are  based on an  annual  rate of 40% of the  retainer  fee at the time of
retirement.  As of July 1, 1998, benefits will be based on an annual rate of 50%
of the sum of the retainer fee at the time of retirement plus the annual meeting
fee.
     Pension  expenses for the year ended June 30, 1998,  included in Directors'
Fees and Expenses in the Statement of Operations were $81,075.  Unfunded accrued
pension  costs of $211,800  and pension  liability  of $477,174  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, 1998, there
were no such borrowings.



<PAGE>

</TABLE>
<TABLE>
<CAPTION>

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

                                                                     Year Ended June 30
                                             ------------------------------------------------------------------------------
                                               1998              1997              1996             1995               1994
<S>                                       <C>               <C>               <C>              <C>                <C>   

PER SHARE DATA
Net Asset Value -
   Beginning of Period                       $15.31            $13.21            $11.92           $11.32             $11.53
                                               ------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.38              0.35              0.41             0.42               0.36
Net Gain on Securities
   (Both Realized and Unrealized)              2.54              3.05              1.53             1.14               0.02
                                             ------------------------------------------------------------------------------
Total from Investment Operations               2.92              3.40              1.94             1.56               0.38
                                             ------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                          0.38              0.35              0.41             0.42               0.36
In Excess of Net Investment
   Income                                      0.00              0.00              0.00             0.00               0.11
Distributions from Capital Gains               1.67              0.95              0.24             0.54               0.12
                                             ------------------------------------------------------------------------------
Total Distributions                            2.05              1.30              0.65             0.96               0.59
                                             ------------------------------------------------------------------------------
Net Asset Value -
   End of Period                             $16.18            $15.31            $13.21           $11.92             $11.32
                                             ==============================================================================

TOTAL RETURN                                 20.55%            27.33%            16.54%           14.79%              3.24%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                        $5,080,735        $4,574,675        $4,170,536       $4,009,609         $3,913,322
Ratio of Expenses to
   Average Net Assets#                        0.90%@            0.95%@            0.93%@           0.94%              0.92%

Ratio of Net Investment Income
   to Average Net Assets#                     2.35%             2.54%             3.17%            3.61%              3.11%
Portfolio Turnover Rate                         58%               47%               63%              54%                56%

+    Distributions  in excess of net  investment  income for the year ended June
     30, 1998 aggregated less than $0.01 on a per share basis.

#    Various expenses of the Fund were voluntarily absorbed by IFG for the years
     ended June 30, 1998,  1997,  1996,  1995 and 1994. If such expenses had not
     been  voluntarily  absorbed,  ratio of expenses to average net assets would
     have been 0.90%, 0.98%, 0.96%, 0.97% and 0.95%, respectively,  and ratio of
     net investment  income to average net assets would have been 2.35%,  2.51%,
     3.14%, 3.58%, and 3.08%, respectively.

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

<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, 1998,  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, 1998 by  correspondence  with the custodian,  provide a reasonable basis for
the opinion expressed above.



PricewaterhouseCoopers LLP
Denver, Colorado
July 31, 1998



<PAGE>


INVESCO FUNDS

INVESCO Distributors, Inc.,(SM)
Distributor
Post Office Box 173706
Denver, CO 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our 
convenient Investor Centers:
Cherry Creek,
155-B Fillmore Street
Denver Tech Center,
7800 East Union Avenue,
Lobby Level

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






</TABLE>


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