INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1998-02-25
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Semiannual Report

December 31, 1997

INVESCO
INDUSTRIAL
INCOME FUND

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

INVESCO FUNDS



<PAGE>





Economic Overview                                                   January 1998
After seven years of economic expansion, will 1998 be the year in which the U.S.
economy slows down?  That's the question  currently being pondered by investment
professionals.  In 1997,  near-perfect  conditions  contributed to above-average
economic  growth  as  measured  by the Gross  Domestic  Product.  This  economic
environment was appropriately named the "Goldilocks  Economy," as low inflation,
declining   interest  rates,   and  increased   worker   productivity   produced
double-digit  gains  in  operating  earnings  for the  fifth  straight  year for
companies in the S&P 500 - an unprecedented record. Also, consumer confidence in
1997  reached the highest  level in 28 years,  as jobs were  plentiful  and real
wages improved for many Americans.(1)
      Against  this  backdrop,  equity  markets  produced  euphoric  returns for
investors  - major  equity  market  indexes  (S&P 500 and Dow  Jones  Industrial
Average)  returned  over 20% for the third  straight  year,  the  first  time in
history.  However, most of the gains in 1997 were accumulated in the first eight
months of the  year;  doubts  about  the  sustainability  of  corporate  profits
increased market volatility over the latter half of 1997. In fact, the Dow Jones
Industrial  Average  experienced  swings of greater  than 100 points 52 times in
1997 (27 up days and 25 down).  Fears of slowing  economies in the  Asia/Pacific
Rim region,  and their  effect on the U.S.  economy,  produced  the first market
correction  in more than seven  years - a decline in value of more than 10% from
the indexes' highs.(1)
      Fixed-income markets also produced above-average results in 1997; however,
these returns exhibited a different  performance pattern. In the spring of 1997,
fears of inflation and an overheating  economy  encouraged  the Federal  Reserve
Board to increase  short-term  interest  rates by 25 basis  points.  This action
intensified  speculation  that the economy was  expanding  too fast,  and higher
interest  rates  were  needed to cool off the  economy.  However,  as  inflation
remained  subdued,  fears  diminished.  Investors  then focused on the potential
deflationary  pressure  exerted by the Asian currency crisis - producing  strong
returns  for  fixed-income  investors  over the last six  months.  In fact,  the
implied  rate on the 30-year  U.S.  government  bond  started off 1997 at 6.64%,
moved to a high of 7.17% in April,  and experienced a steady decline  throughout
the second half of the year, ending at 5.97%.
      As we move into 1998,  the  investment  landscape  in the U.S. has changed
somewhat;  yet, in many  respects,  the economy is still  poised for growth with
benign inflation. Unemployment remains at historically low levels and real wages
are starting to increase.  Intense  competition  is keeping  consumer  prices in
check; in many cases,  prices are declining due to the flood of cheap goods from
Asian countries.  For many companies,  the easy gains in earnings  produced over
the last few years may be more difficult to replicate.  Thus, 1998 may be a year
with  increased  volatility in the equity  markets - producing a more  selective
stock market. For the fixed-income market, the fundamentals driving the rally in
bond prices remain intact, with additional help from the Asian crisis.



<PAGE>



                         INVESCO Industrial Income Fund

                         INVESCO Industrial Income Fund
                 Average Annual Total Return as of 12/31/97 (2)

                                  1 year 26.45%
                 ----------------------------------------------
                                 5 years 16.09%
                 ----------------------------------------------
                                 10 years 16.93%
                 ----------------------------------------------

      For the six-month period ended 12/31/97,  INVESCO  Industrial  Income Fund
achieved  a total  return of 9.84%.  During the same  period,  the S&P 500 had a
total  return of 10.58%,  and the Lehman  Government/Corporate  Bond index had a
total return of 6.83%. (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 and Lehman  Government/Corporate  Bond Indexes,
      assuming in each case  reinvestment  of all  dividends  and  capital  gain
      distributions, for the ten year period ended 12/31/97.

      INVESCO  Industrial Income Fund received the prestigious  four-star rating
for  risk-adjusted  performance by Morningstar,  for the three-year,  five-year,
10-year, and overall periods ended 12/31/97.(3)
      As the line graph on page 1  illustrates,  for the  10-year  period  ended
12/31/97,  the value of a $10,000  investment  in Industrial  Income Fund,  plus
reinvested  dividends  and  capital  gain  distributions,  would  have  risen to
$47,774.  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
      Over the last six months,  we have witnessed a change in market  sentiment
as the Asian currency  crisis spread from a few isolated  countries to the whole
Pacific Rim region. That meltdown changed the investment  landscape for domestic
equities,  as it will  probably  lead  to  slower  U.S.  economic  growth.  This
possibility, combined with the strong U.S. dollar, may put pressure on corporate
earnings for  multinational  corporations.  We believe there is no quick fix for
the Asian currency  crisis,  and 1998 is likely to bring a more selective  stock
market with increased volatility.


<PAGE>



      In the fall of 1997,  we started to reduce  the fund's  exposure  to firms
that derive a  significant  portion of their  revenues  from  Asian/Pacific  Rim
economies.  We feel that many of these companies may experience a contraction in
earnings  in the first and second  quarters of 1998,  as much of their  earnings
growth was predicated on strong demand overseas. Most of these firms were in the
capital goods, energy, and technology sectors. Conversely, we increased exposure
to  institutions  that import goods from the  Asian/Pacific  Rim region and sell
their products domestically,  as they should benefit from cheaper imports, while
demand  remains  strong.  This may allow these  companies to grow their earnings
regardless  of the market  environment.  One of our favorite  names fitting this
criteria is Tandy Corp., a retailer (Radio Shack) which  specializes in consumer
electronic  goods.  Tandy continues to improve  fundamentally  while  generating
enormous cash flow per share.  Their recent agreement to sell Sprint products in
Radio Shack stores may also prove profitable for years to come.
      Some other  stocks that we  continue to favor are the Baby Bells,  General
Electric,  and  Warner-Lambert  Co. The Baby Bells  (created from the breakup of
AT&T Corp. in 1984) continue to grow their earnings at a 10% clip, as the demand
increases for ancillary products such as call waiting, caller I.D. services, and
voice messaging.  The Bells are also likely to enter the long-distance  business
in the near future,  which may increase future earnings.  In addition,  the fund
scored a major home run this summer when NYNEX Corp.  merged with Bell Atlantic,
as both of these Baby Bell stocks experienced  strong price appreciation  before
and after the merger.  An added bonus is that most of these stocks pay roughly a
4% dividend yield to the investor.
      General Electric, a broadly diversified,  market-leading corporation which
pays a solid  dividend,  is  another  attractive  stock.  Although  it has  some
exposure to Asian/Pacific  Rim economies,  a proven management team continues to
increase  shareholder value.  Warner-Lambert Co. is a large  pharmaceutical firm
which experienced  significant price appreciation as its new drugs,  Lipitor and
Rezulin,  were well  received by the market.  Over the next couple of years,  we
believe  that  Lipitor  (an  anti-cholesterol  drug) has the  potential  to be a
several billion dollar drug for Warner-Lambert Co. and should enhance the firm's
future earnings.

Fixed-Income Strategy
      Fixed-income  markets rallied over the last six months,  producing  strong
returns for investors as fears of inflation  subsided.  Within this environment,
we have stayed true to our investment  philosophy  which has been  successful in
the past: using a value-oriented  bond management  style, we attempt to identify
corporate  issues that are  mispriced  by the  market.  These  securities  often
provide  investors  the  opportunity  to enhance  value in multiple  ways.  This
approach is somewhat  unusual for the bond  market,  as we focus more on company
and industry fundamentals, and less on interest rates and Federal Reserve policy
- - although we remain sensitive to both.
Our  disciplined  approach  continues to help us identify  opportunities  in the
communications and energy sectors,  as well as the electric utilities  industry.



<PAGE>



In the communications  sector,  deregulation has created a favorable environment
for competitive local exchange carriers (CLECs) and rural service  providers.  A
few years ago, when these firms needed enormous  amounts of financing to develop
their  networks,  they issued debt to help cover their  costs.  However,  due to
their relatively small sizes and, in many cases,  limited  operating  histories,
many of these companies had much of their debt rated below investment  grade. As
their cash flows become positive, that debt is likely to be upgraded - providing
potentially  strong  investment  gains.  Further,   industry   consolidation  is
occurring  at a rapid pace,  and many of these firms may be acquired by stronger
credit-quality  companies.  A  classic  example  of this  investment  "dual-win"
strategy was the  acquisition  of Brooks Fiber  Properties  by WorldCom  Inc. in
1997.
      The driving  fundamentals in the energy sector are similar.  These include
industry  consolidation,  which is in its  infancy,  and what  appears to be the
mispriced corporate debt of relatively small companies. We feel that this sector
could  produce  strong  returns for  investors  in 1998 and 1999,  and is at the
beginning of its life cycle in the portfolio.
      Stranded  cost of  electric  utilities  remains a dominant  theme.  Before
industry  deregulation,  many electric  utilities  built new power plants on the
premise  of  restricted  competition,  and  regulated  prices  set  forth by the
government.  These costs are being addressed state-by-state by legislation which
allows  many  utilities  to  securitize  their  stranded  cost.  This may permit
selected utilities to generate  substantial cash flows,  allowing them to reduce
their  debt and  possibly  improve  their  credit  ratings.  We have  skewed our
investments towards California,  Pennsylvania, and New York, as these states are
the furthest along in addressing the issue of stranded cost.
      Finally,  we have  reduced the fund's  exposure  to the cable  industry as
spreads tightened.  However,  the strong underpinnings remain intact, and we may
selectively  re-enter  this  industry if prices  subside.  In terms of portfolio
structure,  we will continue to use putable and  yield-to-call  bonds,  as these
instruments  could help provide  performance and stability if the market becomes
volatile.

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

  INVESCO Industrial Income Fund achieved 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>





Looking Forward
      It appears that 1998 may be the year when equity markets  finally  produce
more  "normal"  returns.  Dividends  may  play an  important  role in  enhancing
shareholder  returns,  and  the  fund  invests  roughly  65%  of its  assets  in
dividend-paying  stocks.  The fund also has  approximately  20% of its assets in
bonds,  which may help mitigate stock market  volatility.  We have designed this
fund as an appropriate  core holding for most portfolios as it has  historically
participated in market rallies,  while limiting shareholders' exposure to market
declines (see bar chart above).

(1)The  S&P  500  is  an  unmanaged  index  considered   representative  of  the
performance  of the broad  U.S.  stock  market,  while the Dow Jones  Industrial
Average represents  large-capitalization stocks. 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
one-,  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. As of 12/31/97, Industrial Income Fund received 4 stars among 2332
funds in the domestic equity fund category for the 3-year period,  4 stars among
1292 for the 5-year period, and 4 stars among 676 for the 10-year period.

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.
      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>



INVESCO Industrial Income Fund, Inc.
Ten Largest Common Stock Holdings
December 31, 1997

Description                                        Value
- -----------------------------------------------------------
Bank of New York                               $138,750,000
General Electric                                117,400,000
Kansas City Southern Industries                 114,300,000
Northrop Grumman                                102,522,500
Bell Atlantic                                   100,100,000
Exxon Corp                                       97,900,000
Hilton Hotels                                    95,200,000
US WEST Communications Group                     94,762,500
Warner-Lambert Co                                80,600,000
Kellogg Co                                       79,400,000

Composition of holdings is subject to change.



<PAGE>



INVESCO Industrial Income Fund, Inc.
Statement of Investment Securities
December 31, 1997
UNAUDITED
                                    Shares or                          
                                    Principal
Description                         Amount                               Value
- --------------------------------------------------------------------------------
COMMON STOCKS 77.07%            
AEROSPACE & DEFENSE 2.90%
Lockheed Martin                     300,000                      $  29,550,000
Northrop Grumman                    891,500                        102,522,500
Raytheon Co Class A                 172,485                          8,505,667
                                                               ---------------
                                                                   140,578,167
                                                               ---------------
AIR FREIGHT 0.14%
Overseas Shipholding Group          300,000                          6,543,750
                                                               ---------------
AUTO PARTS 0.92%
Borg-Warner Automotive              400,600                         20,831,200
Cummins Engine                      400,000                         23,625,000
                                                               ---------------
                                                                    44,456,200
                                                               ---------------
AUTOMOBILES 1.94%
Chrysler Corp                       500,000                         17,593,750
Ford Motor                          750,000                         36,515,625
General Motors                      500,000                         30,312,500
General Motors Class H              250,000                          9,234,375
                                                               ---------------
                                                                    93,656,250
                                                               ---------------
BANKS 4.93%
Bank of New York                  2,400,000                        138,750,000
Fleet Financial Group               688,000                         51,557,000
Mellon Bank                         800,000                         48,500,000
                                                               ---------------
                                                                   238,807,000
                                                               ---------------
BEVERAGES 1.46%
Anheuser-Busch Cos                1,600,000                      $  70,400,000
                                                               ---------------


<PAGE>

CHEMICALS 1.32%
du Pont (E I) de Nemours & Co       500,000                         30,031,250
Olin Corp                           725,000                         33,984,375
                                                               ---------------
                                                                    64,015,625
                                                               ---------------
COMMUNICATIONS -
    EQUIPMENT & MANUFACTURING 0.94%
Motorola Inc                        800,000                         45,650,000
                                                               ---------------
COMPUTER RELATED 1.51%
International Business Machines     700,000                         73,193,750
                                                               ---------------
CONGLOMERATES 0.41%
Tenneco Inc                         500,000                         19,750,000
                                                               ---------------
ELECTRIC UTILITIES 0.47%
Endesa SA Sponsored ADR
    Representing One Shr          1,260,000                         22,916,250
                                                               ---------------
ELECTRICAL EQUIPMENT 3.58%
Emerson Electric                    750,000                         42,328,125
General Electric                  1,600,000                        117,400,000
Honeywell Inc                       200,000                         13,700,000
                                                               ---------------
                                                                   173,428,125
                                                               ---------------
ELECTRONICS - SEMICONDUCTOR 1.27%
Analog Devices*                   1,400,000                         38,762,500
Texas Instruments                   500,000                         22,500,000
                                                               ---------------
                                                                    61,262,500
                                                               ---------------
FOODS 5.70%
General Mills                       900,000                         64,462,500
Heinz (H J) Co                    1,167,000                         59,298,188
Kellogg Co                        1,600,000                         79,400,000
Quaker Oats                         500,000                         26,375,000
Ralston-Purina Group                500,000                         46,468,750
                                                               ---------------
                                                                   276,004,438
                                                               ---------------
GOLD & PRECIOUS METALS MINING 0.49%
Newmont Mining                      799,050                         23,472,094
                                                               ---------------



<PAGE>


HEALTH CARE DRUGS -
    PHARMACEUTICALS 6.04%
American Home Products            1,000,000                         76,500,000
Merck & Co                          300,000                         31,875,000
Novo-Nordisk A/S ADR                859,172                         62,182,573
SmithKline Beecham PLC ADR
  Representing Ord A Shrs           800,000                         41,150,000
Warner-Lambert Co                   650,000                         80,600,000
                                                               ---------------
                                                                   292,307,573
                                                               ---------------
HEALTH CARE RELATED 1.20%
Becton Dickinson & Co               700,000                         35,000,000
Tenet Healthcare*                   700,000                         23,187,500
                                                               ---------------
                                                                    58,187,500
                                                               ---------------
INSURANCE 3.34%
Allmerica Financial                 606,818                         30,302,974
Chubb Corp                          900,000                         68,062,500
Lincoln National                    600,000                         46,875,000
St Paul Cos                         200,000                         16,412,500
                                                               ---------------
                                                                   161,652,974
                                                               ---------------
LODGING - HOTELS 1.97%
Hilton Hotels                     3,200,000                      $  95,200,000
                                                               ---------------
MACHINERY 0.94%
Ingersoll-Rand Co                 1,125,000                         45,562,500
                                                               ---------------
MANUFACTURING 1.59%
AlliedSignal Inc                  1,970,000                         76,706,875
                                                               ---------------
NATURAL GAS 0.62%
K N Energy                          558,000                         30,132,000
                                                               ---------------
OIL & GAS RELATED 10.81%
Apache Corp                         900,000                         31,556,250
Atlantic Richfield                  750,000                         60,093,750
Baker Hughes                      1,000,000                         43,625,000
Chevron Corp                        600,000                         46,200,000
Exxon Corp                        1,600,000                         97,900,000
Phillips Petroleum                  500,000                         24,312,500
Royal Dutch Petroleum New York
  Registry 1.25 Gldr Shrs         1,200,000                         65,025,000
Schlumberger Ltd                    800,000                         64,400,000
Sonat Inc                           600,000                         27,450,000
USX-Marathon Group                1,000,000                         33,750,000
Union Pacific Resources Group     1,200,000                         29,100,000
                                                               ---------------
                                                                   523,412,500
                                                               ---------------


<PAGE>

PAPER & FOREST PRODUCTS 0.78%
Champion International              500,000                         22,656,250
Fort James                          400,000                         15,300,000
                                                               ---------------
                                                                    37,956,250
                                                               ---------------
RAILROADS 2.93%
Kansas City Southern Industries   3,600,000                        114,300,000
Norfolk Southern                    900,000                         27,731,250
                                                               ---------------
                                                                   142,031,250
                                                               ---------------
REAL ESTATE INVESTMENT TRUST 2.33%
Boston Properties                   455,000                         15,043,437
Health & Retirement Properties
    Trust SBI                     1,200,000                         24,000,000
Health Care Property Investors      550,000                         20,796,875
Healthcare Realty Trust             400,000                         11,575,000
Meditrust Corp Paired Certificate   600,800                         22,004,300
Omega Healthcare Investors          500,000                         19,312,500
                                                               ---------------
                                                                   112,732,112
                                                               ---------------
RETAIL 4.96%
Dayton Hudson                       975,000                         65,812,500
Federated Department Stores*        800,000                         34,450,000
May Department Stores               500,000                         26,343,750
Penney (J C) Co                     600,000                         36,187,500
Tandy Corp                        2,000,000                         77,125,000
                                                               ---------------
                                                                   239,918,750
                                                               ---------------
SAVINGS & LOAN 2.13%
Ahmanson (H F) & Co                 800,000                         53,550,000
Charter One Financial               786,700                         49,660,437
                                                               ---------------
                                                                   103,210,437
                                                               ---------------
SERVICES 0.61%
Service Corp International          800,000                         29,550,000
                                                               ---------------
TELECOMMUNICATIONS -
    LONG DISTANCE 4.10%
AT&T Corp                           800,000                      $  49,000,000
Teleport Communications Group
    Class A*                      1,000,000                         54,875,000
US WEST Communications Group      2,100,000                         94,762,500
                                                               ---------------
                                                                   198,637,500
                                                               ---------------

<PAGE>

TELEPHONE 3.99%
Bell Atlantic                     1,100,000                        100,100,000
GTE Corp                            800,000                         41,800,000
SBC Communications                  700,000                         51,275,000
                                                               ---------------
                                                                   193,175,000
                                                               ---------------
TOBACCO 0.75%
Philip Morris                       800,000                         36,250,000
                                                               ---------------
TOTAL COMMON STOCKS
    (Cost $2,384,155,988)                                        3,730,757,370
                                                               ---------------
FIXED INCOME SECURITIES 18.00%
US Government Agency Obligations 1.48%
Fannie Mae, Gtd Mortgage
    Pass-Through Certificates
    6.500%, 7/1/2008           $ 29,914,276                         30,030,942
Government National Mortgage
    Association I, Pass-Through
    Certificates, 7.000%, 
    12/15/2023                 $ 41,113,415                         41,569,360
                                                               ---------------
    TOTAL US GOVERNMENT
    AGENCY OBLIGATIONS
    (Cost $71,147,096)                                              71,600,302
                                                               ---------------
Corporate Bonds 16.52%
ALUMINUM 0.09%
Kaiser Aluminum & Chemical
    Sr Sub Notes, 12.750%, 
    2/1/2003                   $  4,000,000                          4,270,000
                                                               ---------------
BROADCASTING 0.74%
Allbritton Communications
    Sr Sub Deb 11.500%, 
    8/15/2004                  $  8,933,000                          9,357,317


<PAGE>



    Series B, 9.750%, 
    11/30/2007                 $  4,900,000                          5,022,500
Chancellor Media-Los Angeles, Sr
    Sub Notes^, 8.125%, 
    12/15/2007                 $ 15,000,000                         14,681,250
SFX Broadcasting, Sr Sub Notes
    Series B, 10.750%, 
    5/15/2006                  $  5,975,000                          6,542,625
                                                               ---------------
                                                                    35,603,692
                                                               ---------------
BUILDING MATERIALS 0.45%
Congoleum Corp, Sr Notes
    9.000%, 2/1/2001           $  8,040,000                          8,140,500
USG Corp, Sr Notes
    8.500%, 8/1/2005           $ 12,750,000                         13,738,125
                                                               ---------------
                                                                    21,878,625
                                                               ---------------
CABLE 0.33%
CF Cable TV, Sr Secured 2nd
    Priority Notes, 11.625% 
    2/15/2005                  $  2,750,000                          3,107,500
Fox/Liberty Networks LLC/FLN Finance
    Sr Discount Step-Up Notes^
    Zero Coupon^^, 8/15/2007   $  4,000,000                          2,560,000
International CableTel
    Conv Sub Notes, 7.000% 
    6/15/2008                  $  5,000,000                          4,968,750
    Sr Deferred Step-Up Notes
    Series B, Zero Coupon^^ 
    2/1/2006                   $  6,850,000                          5,317,313
                                                               ---------------
                                                                    15,953,563
                                                               ---------------
COMPUTER RELATED 0.18%
International Business Machines
    Deb, 6.220%, 8/1/2027      $  8,500,000                          8,645,911
                                                               ---------------
CONTAINERS 0.40%
Gaylord Container, Sr Sub
    Discount Step-Up Deb
    Zero Coupon^^, 5/15/2005   $ 18,120,000                         19,388,400
                                                               ---------------
ELECTRIC UTILITIES 5.63%
Boston Edison, Deb
    7.800%, 5/15/2010          $  6,700,000                          7,253,574
Carolina Power & Light 1st Mortgage
    8.625%, 9/15/2021          $  6,650,000                          8,149,821
    6.875%, 8/15/2023          $ 10,250,000                         10,147,663



<PAGE>


Cleveland Electric Illuminating, 1st
    Mortgage, Series B, 9.500% 
    5/15/2005                  $ 12,000,000                         13,200,000
Consolidated Edison, Deb
    8.050%, 12/15/2027         $  4,050,000                          4,286,459
DQU-II Funding, Collateral Lease
    8.700%, 6/1/2016           $ 17,500,000                         19,542,773
Detroit Edison
    1st Mortgage Medium-Term Notes,
    Series C, 8.240% 1/13/2023 $  5,600,000                          6,169,783
    Secured Medium-Term Notes
    8.300%, 8/1/2022           $ 11,000,000                         12,127,235
    Series D, 8.310%, 8/1/2022 $  3,000,000                          3,309,414
    Series C, 8.300%, 1/13/2023$  5,000,000                          5,505,365
El Paso Electric, 1st Mortgage
    Series C, 8.250%, 2/1/2003 $  3,000,000                          3,157,500
Jersey Central Power & Light
    1st Mortgage
    7.500%, 5/1/2023           $  7,160,000                          7,514,791
    6.750%, 11/1/2025          $  1,800,000                          1,758,299
Long Island Lighting, Deb
    9.000%, 11/1/2022          $ 32,521,000                         36,201,854
    8.200%, 3/15/2023          $ 15,800,000                         16,881,809
Massachusetts Electric, Medium-
    Term Notes, Series R
    8.550%, 2/7/2022           $  5,000,000                          5,542,474
Metropolitan Edison, Secured
    Medium-Term Notes, Series B
    8.150%, 1/30/2023          $ 19,950,000                         21,785,677
New York State Electric & Gas
    1st Mortgage, 8.300% 
    12/15/2022                 $  6,250,000                          6,703,199
Pacific Gas & Electric
    1st & Refunding Mortgage
    Series 92D, 8.250%, 
    11/1/2022                  $ 35,650,000                         38,992,079
    Series 93D, 7.250%, 
    8/1/2026                   $  3,500,000                          3,610,075
Pennsylvania Power, 1st Mortgage
    8.500%, 7/15/2022          $  2,000,000                          2,195,580
Pennsylvania Power & Light
    1st Mortgage
    8.500%, 5/1/2022           $  6,600,000                          7,391,346
    7.875%, 2/1/2023           $  3,750,000                          4,011,079
Philadelphia Electric
    1st & Refunding Mortgage
    7.750%, 3/1/2023           $    536,000                            558,725
    7.250%, 11/1/2024          $  7,202,000                          7,278,838
Potomac Electric Power, 1st
    Mortgage, 6.250%, 
    10/15/2007                 $ 10,000,000                         10,020,540


<PAGE>



South Carolina Electric & Gas
    1st Mortgage, 8.875%, 
    8/15/2021                  $  2,000,000                          2,247,602
Utilicorp United, Sr Notes
    9.000%, 11/15/2021         $  6,250,000                          6,943,100
                                                               ---------------
                                                                   272,486,654
                                                               ---------------
ELECTRICAL EQUIPMENT 0.10%
Alpine Group, Sr Secured Notes
    Series B, 12.250%, 
    7/15/2003                  $  4,249,000                          4,684,522
                                                               ---------------
ENTERTAINMENT 0.85%
Fox Kids Worldwide
    Sr Notes^, 9.250%, 
    11/1/2007                  $  4,000,000                          3,870,000
    Sub Discount Step-Up Notes^
    Zero Coupon^^, 11/1/2007   $  9,000,000                          5,355,000
Production Resource Group LLC/
    Program Finance, Sr Sub Notes^
    11.500%, 1/15/2008         $  4,000,000                          4,010,000
Time Warner, Deb
    6.850%, 1/15/2026          $  7,500,000                          7,578,892
Time Warner Entertainment LP
    Sr Deb, 8.375%, 3/15/2023  $  8,840,000                         10,084,715
Viacom International, Sub Deb
    Series A, 7.000%, 7/1/2003 $  7,500,000                          7,307,459
    Series B, 7.000%, 7/1/2003 $  3,140,000                          3,059,389
                                                               ---------------
                                                                    41,265,455
                                                               ---------------
GAMING 0.20%
Aztar Corp, Sr Sub Notes
    13.750%, 10/1/2004         $  8,250,000                          9,446,250
                                                               ---------------
HEALTH CARE DRUGS -
    PHARMACEUTICALS 0.37%
McKesson Corp, Sub Deb
    4.500%, 3/1/2004           $ 19,857,000                         18,057,141
                                                               ---------------
HEALTH CARE RELATED 0.22%
FHP International, Sr Notes
    7.000%, 9/15/2003          $  6,450,000                          6,577,684
Tenet Healthcare, Sr Sub Notes
    10.125%, 3/1/2005          $  3,780,000                          4,124,925
                                                               ---------------
                                                                    10,702,609
                                                               ---------------

<PAGE>


INSURANCE 0.87%
Equitable Cos, Sr Notes
    9.000%, 12/15/2004         $ 35,470,000                         40,126,390
Veritas Holdings GmbH, Sr Notes
    9.625%, 12/15/2003         $  2,000,000                          2,140,000
                                                               ---------------
                                                                    42,266,390
                                                               ---------------
INVESTMENT BANK/BROKER FIRM 0.21%
Donaldson Lufkin & Jenrette
    Medium-Term Notes
    5.625%, 2/15/2016          $  6,000,000                          5,926,427
Lehman Brothers Holdings, Sr Notes
    8.800%, 3/1/2015           $  3,475,000                          4,043,618
                                                               ---------------
                                                                     9,970,045
                                                               ---------------
MACHINERY 0.15%
AGCO Corp, Sr Sub Notes
8.500%, 3/15/2006              $  7,100,000                          7,242,000
                                                               ---------------
METALS MINING 0.43%
Glencore Nickel Pty Ltd, Sr Secured^
    9.000%, 12/1/2014          $ 11,000,000                         10,917,500
Haynes International, Sr Notes
    11.625%, 9/1/2004          $  4,000,000                          4,580,000
Westmin Resources Ltd
    Sr Secured Notes
    11.000%, 3/15/2007         $  5,000,000                          5,475,000
                                                               ---------------
                                                                    20,972,500
                                                               ---------------
NATURAL GAS 0.12%
Noram Energy, Conv Sub Deb
    6.000%, 3/15/2012          $  6,566,000                          5,975,060
                                                               ---------------
OIL & GAS RELATED 0.82% Belco Oil & Gas, Sr Sub Notes
    Series B, 8.875%, 
    9/15/2007                  $  7,000,000                          7,122,500
Cliffs Drilling, Sr Notes
    Series B, 10.250%, 
    5/15/2003                  $  5,000,000                          5,443,750
    Series D, 10.250%, 
    5/15/2003                  $  4,060,000                          4,420,325
Cross Timbers Oil, Sr Sub Notes
    Series B, 9.250%, 4/1/2007 $  2,800,000                          2,912,000


<PAGE>



Energy Corp of America, Sr Sub
    Notes, Series A, 9.500% 
    5/15/2007                  $  9,750,000                          9,725,625
Magnum Hunter Resources, Sr
    Notes, 10.000%, 6/1/2007   $  2,800,000                          2,856,000
SEACOR SMIT, Sr Notes
    7.200%, 9/15/2009          $  5,000,000                          5,108,880
Snyder Oil, Sr Sub Notes
    8.750%, 6/15/2007          $  2,000,000                          2,030,000
                                                               ---------------
                                                                    39,619,080
                                                               ---------------
PAPER & FOREST PRODUCTS 0.36%
Quno Corp, Sr Notes
    9.125%, 5/15/2005          $ 13,050,000                         14,355,000
Tembec Finance, Sr Notes
    9.875%, 9/30/2005          $  3,000,000                          3,082,500
                                                               ---------------
                                                                    17,437,500
                                                               ---------------
PUBLISHING 0.26%
Affiliated Newspaper Investments
    Sr Discount Step-Up Deb
    Zero Coupon^^, 7/1/2006    $  8,000,000                          7,560,000
Quebecor Printing, Capital Deb
    6.500%, 8/1/2027           $  5,000,000                          4,859,174
                                                               ---------------
                                                                    12,419,174
                                                               ---------------
REAL ESTATE INVESTMENT TRUST 0.21%
Saul (B F) REIT, Sr Secured Notes
    11.625%, 4/1/2002          $  4,300,000                          4,601,000
Spieker Properties LP, Notes
    7.350%, 12/1/2017          $  5,500,000                          5,540,755
                                                               ---------------
                                                                    10,141,755
                                                               ---------------
SAVINGS & LOAN 0.47%
Dime Bancorp, Sr Notes
    10.500%, 11/15/2005        $  2,150,000                          2,316,625
Sovereign Bancorp, Medium-Term
    Sub Notes, 8.000%, 
    3/15/2003                  $  6,500,000                          6,754,890
Western Financial Savings Bank
    Sub Capital Deb
    8.500%, 7/1/2003           $ 14,000,000                         13,511,861
                                                               ---------------
                                                                    22,583,376
                                                               ---------------
<PAGE>

TELECOMMUNICATIONS -
    CELLULAR & WIRELESS 1.57%
CommNet Cellular
    Sr Sub Discount Step-Up Notes
    Zero Coupon^^, 9/1/2003    $ 14,500,000                         14,536,250
    Sub Notes, 11.250%, 
    7/1/2005                   $  7,425,000                          8,501,625
NEXTEL Communications, Sr
    Discount Step-Up Notes^
    Zero Coupon^^, 10/31/2007  $ 17,000,000                         10,370,000
NEXTLINK Communications, Sr
    Notes, 9.625%, 10/1/2007   $ 12,425,000                         12,859,875
PriCellular Wireless
    Sr Discount Notes, Series B
    14.000%, 11/15/2001        $ 13,500,000                         14,985,000
    Sr Discount Step-Up Notes
    Zero Coupon^^, 10/1/2003   $ 14,250,000                         14,606,250
                                                               ---------------
                                                                    75,859,000
                                                               ---------------
TELECOMMUNICATIONS -
    LONG DISTANCE 0.56%
GCI Inc, Sr Notes 
  9.750%,  8/1/2007            $  4,895,000                          5,078,562
McLeodUSA Inc
    Sr Discount Step-Up Notes
    Zero Coupon^^, 3/1/2007    $  4,895,000                          3,524,400
    Sr Notes^, 9.250%, 
    7/15/2007                  $  8,250,000                          8,641,875
Teligent Inc, Sr Notes
    11.500%, 12/1/2007         $ 10,000,000                         10,025,000
                                                               ---------------
                                                                    27,269,837
                                                               ---------------
TELEPHONE 0.85%
Frontier Corp, Notes
    7.250%, 5/15/2004          $  5,150,000                          5,372,567
Intermedia Communications
    Sr Discount Step-Up Notes, Series
      B, Zero Coupon^^, 
      7/15/2007                $  6,125,000                          4,364,063
    Sr Notes^
    8.875%, 11/1/2007          $  3,000,000                          3,075,000
    8.500%, 1/15/2008          $ 15,000,000                         15,000,000
MetroNet Communications
    Sr Discount Step-Up Notes^
    Zero Coupon^^, 11/1/2007   $  5,000,000                          3,062,500


<PAGE>



US WEST Capital Funding, Notes
    7.300%, 1/15/2007          $ 10,000,000                         10,371,179
                                                               ---------------
                                                                    41,245,309
                                                               ---------------
UTILITIES - GAS 0.08%
Camuzzi Gas Pampeana SA/
    Camuzzi Gas del Sur, Medium-
    Term Notes, 9.250%, 
    12/15/2001                 $  4,000,000                          4,050,000
                                                               ---------------
    TOTAL CORPORATE BONDS
    (Cost $788,481,134)                                            799,433,848
                                                               ---------------
TOTAL FIXED INCOME SECURITIES
    (Cost $859,628,230)                                            871,034,150
                                                               ---------------
SHORT-TERM INVESTMENTS -
    COMMERCIAL PAPER 4.93%
AUTOMOBILES 1.66%
Ford Motor Credit
    5.800%, 1/7/1998           $ 38,890,000                         38,890,000
General Motors Acceptance
    6.190%, 1/5/1998           $ 41,452,000                         41,452,000
                                                               ---------------
                                                                    80,342,000
                                                               ---------------
CONSUMER FINANCE 1.28%
American Express Credit
    6.200%, 1/6/1998           $ 35,053,000                         35,053,000
    6.100%, 1/2/1998           $ 26,871,000                         26,871,000
                                                               ---------------
                                                                    61,924,000
                                                               ---------------
FINANCIAL 0.62%
General Electric Capital
    6.100%, 1/5/1998           $ 30,000,000                         30,000,000
                                                               ---------------
INSURANCE 1.37%
CIGNA Corp
    6.160%, 1/2/1998           $ 31,500,000                         31,500,000
    6.020%, 1/8/1998           $ 35,054,000                         35,054,000
                                                               ---------------
                                                                    66,554,000
                                                               ---------------



<PAGE>


TOTAL SHORT-TERM INVESTMENTS
    (Cost $238,820,000)                                            238,820,000
                                                               ---------------
TOTAL INVESTMENT  
  SECURITIES AT VALUE 100.00%  
  (Cost  $3,482,604,218)  
  (Cost for Income Tax Purposes
  $3,482,770,164)                                              $ 4,840,611,520
                                                               ===============
* Security is non-income producing.

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

^^ 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
December 31, 1997
UNAUDITED

ASSETS
Investment Securities at Value
    (Cost $3,482,604,218)                                        $ 4,840,611,520
Receivables:
    Investment Securities Sold                                         1,348,455
    Fund Shares Sold                                                   5,561,020
    Dividends and Interest                                            18,150,489
Prepaid Expenses and Other Assets                                        320,557
                                                                ----------------
TOTAL ASSETS                                                       4,865,992,041
                                                                ----------------
LIABILITIES
Payables:
    Custodian                                                             67,586
    Fund Shares Repurchased                                           27,781,477
Accrued Distribution Expenses                                          1,024,833
Accrued Expenses and Other Payables                                      381,484
                                                                ----------------
TOTAL LIABILITIES                                                     29,255,380
                                                                ----------------
Net Assets at Value                                              $ 4,836,736,661
                                                                ================
NET ASSETS
Paid-in Capital*                                                 $ 3,428,002,596
Accumulated Undistributed Net
  Investment Income                                                      238,149
Accumulated Undistributed Net Realized Gain
    on Investment Securities and Foreign
    Currency Transactions                                             50,488,614
Net Appreciation of Investment Securities and
    Foreign Currency Transactions                                  1,358,007,302
                                                                ----------------
Net Assets at Value                                              $ 4,836,736,661
                                                                ================
Net Asset Value, Offering and Redemption
    Price per Share                                                      $ 14.91
                                                                        ========

* The Fund has one billion authorized shares of common stock, par value of $1.00
per share, of which 324,483,459 were outstanding at December 31, 1997.

See Notes to Financial Statements

<PAGE>


INVESCO Industrial Income Fund, Inc.
Statement of Operations
Six Months Ended December 31, 1997
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                         $   39,425,437
Interest                                                              40,505,864
    Foreign Taxes Withheld                                             (174,740)
                                                                ----------------
TOTAL INCOME                                                          79,756,561
                                                                ----------------
EXPENSES
Investment Advisory Fees                                              11,449,342
Distribution Expenses                                                  6,045,745
Transfer Agent Fees                                                    3,066,099
Administrative Fees                                                      367,713
Custodian Fees and Expenses                                              303,213
Directors' Fees and Expenses                                             182,765
Professional Fees and Expenses                                            91,237
Registration Fees and Expenses                                            39,977
Reports to Shareholders                                                  281,933
Other Expenses                                                           126,669
                                                                ----------------
    TOTAL EXPENSES                                                    21,954,693
    Fees and Expenses Paid Indirectly                                  (171,833)
                                                                ----------------
    NET EXPENSES                                                      21,782,860
                                                                ----------------
NET INVESTMENT INCOME                                                 57,973,701
                                                                ----------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
    and Foreign Currency Transactions                                220,626,941
Change in Net Appreciation of Investment
    Securities and Foreign Currency Transactions                     165,017,315
                                                                ----------------
NET GAIN ON INVESTMENT SECURITIES                                    385,644,256
                                                                ----------------
Net Increase in Net Assets from Operations                           443,617,957
                                                                ================

See Notes to Financial Statements


<PAGE>







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

                                   Six Months                               Year
                                   Ended                                   Ended
                                   December 31                           June 30
                                   --------------                 --------------
                                   1997                                     1997
                                   UNAUDITED
OPERATIONS
Net Investment Income              $   57,973,701                   $108,311,903
Net Realized Gain on
    Investment Securities and
    Foreign Currency Transactions     220,626,941                    372,025,901
Change in Net Appreciation
    of Investment Securities and
    Foreign Currency Transactions     165,017,315                    550,539,412
                                   --------------                 --------------
NET INCREASE IN NET
    ASSETS FROM
    OPERATIONS                        443,617,957                  1,030,877,216
                                   --------------                 --------------
DISTRIBUTIONS TO
    SHAREHOLDERS
Net Investment Income                (57,551,254)                  (108,045,224)
Net Realized Gain on
    Investment Securities           (487,538,302)                  (283,864,499)
                                   --------------                 --------------
TOTAL DISTRIBUTIONS                 (545,089,556)                  (391,909,723)
                                   --------------                 --------------
FUND SHARE
    TRANSACTIONS
Proceeds from Sales of Shares         453,880,227                    688,098,414
Reinvestment of Distributions         512,739,620                    369,552,898
                                   --------------                 --------------
                                      966,619,847                 1,057,651,312
Amounts Paid for Repurchases
    of Shares                       (603,086,194)                (1,292,480,001)
                                   --------------                 --------------
NET INCREASE (DECREASE)
    IN NET ASSETS FROM FUND
    SHARE TRANSACTIONS                363,533,653                  (234,828,689)
                                   --------------                 --------------
Total Increase in Net Assets          262,062,054                    404,138,804


<PAGE>


NET ASSETS
Beginning of Period                 4,574,674,607                  4,170,535,803
                                   --------------                 --------------
End of Period (Including
    Accumulated Undistributed
    (Distributions in Excess of)
    Net Investment Income of
    $238,149 and ($184,298)
    respectively)                  $4,836,736,661                 $4,574,674,607
                                   ==============                 ==============

FUND SHARE TRANSACTIONS
Shares Sold                            28,092,433                     49,408,506
Shares Issued from Reinvestment
    of Distributions                   34,947,308                     27,312,058
                                   --------------                 --------------
                                       63,039,741                   76,720,564
Shares Repurchased                   (37,328,216)                   (93,580,782)
                                   --------------                 --------------
Net Increase (Decrease) in
    Fund Shares                        25,711,525                   (16,860,218)
                                   ==============                 ==============




<PAGE>



INVESCO Industrial Income Fund, Inc.
Notes to Financial Statements
UNAUDITED
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Industrial
Income Fund, Inc. (the "Fund"), 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
      by the Fund's board of directors.
             Short-term   securities   are  stated  at  amortized   cost  (which
      approximates  market  value) if maturity is 60 days or less at the time of
      purchase, or market value if maturity is greater than 60 days.
             Assets and liabilities initially expressed in terms of foreign 
      currencies are translated into U.S. dollars at the prevailing market rates
      as quoted by one or more  banks or dealers on the date of valuation.  The 
      cost of securities is translated into U.S. dollars at the rates of 
      exchange prevailing when such securities are acquired. Income and expenses
      are translated into U.S. dollars at rates of exchange prevailing when 
      accrued.



<PAGE>


B.    SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security 
      transactions are accounted for on the trade date and dividend income is 
      recorded on the ex dividend  date.  Certain  dividends  from  foreign  
      securities  will be recorded  as  soon  as the  Fund  is  informed  of the
      dividend  if  such information  is  obtained  subsequent  to the ex 
      dividend  date.  Interest income,  which may be comprised of stated  
      coupon rate,  market  discount, 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.
             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.
             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
      


<PAGE>



      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.
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.
             For the six months ended December 31, 1997,  Fees and Expenses Paid
      Indirectly  consisted of $170,662 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 0.60% on the first $350 million of average net assets;  reduced to 0.55%
on the next $350 million of average net assets;  reduced to 0.50% on average net
assets to $2 billion;  reduced to 0.45% on average net assets to $4 billion; and
0.40% on average net assets in excess of $4 billion. Effective May 15, 1997, IFG
voluntarily  agreed to waive a portion of its fee which exceeds 0.35% of average
net assets in excess of $5 billion.
      In accordance with a Sub-Advisory  Agreement between IFG and INVESCO Trust
Company ("ITC"), a wholly owned subsidiary of IFG,  investment  decisions of the
Fund are made by ITC. Fees for such sub-advisory services are paid by IFG.
      In  accordance  with an  Administrative  Agreement,  the Fund  pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.015% of average net assets to provide administrative,  accounting and clerical
services.  The fee is accrued daily and paid monthly.
      IFG  receives  a  transfer  agent  fee at an  annual  rate of  $20.00  per
shareholder  account,  or,  where  applicable,  per  participant  in an  omnibus
account,  per year. IFG may pay such fee for participants in omnibus accounts to
affiliates  or third  parties.  The fee is paid  monthly at  one-twelfth  of the
annual fee and is based upon the actual  number of accounts in existence  during
each month.
      A plan of  distribution  pursuant  to Rule 12b-1 of the Act  provides  for
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor")  to a maximum of 0.25% of average annual net assets.  For the six
months ended December 31, 1997, the Fund paid the Distributor  $5,920,033  under
the plan of distribution.  Effective  September 29, 1997, INVESCO  Distributors,
Inc., a wholly owned  subsidiary of IFG,  replaced IFG as Distributor.





<PAGE>



NOTE 3 -PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the six months ended
December 31, 1997,  the  aggregate  cost of purchases and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were $1,353,605,165 and $1,240,102,261, respectively.
      The aggregate cost of purchases and proceeds from sales of U.S. Government
securities were $0 and  $233,981,584,  respectively.  
NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  December  31,  1997,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to  $1,386,390,121  and the gross  depreciation  of securities in which
there was an excess of tax cost over value amounted to $28,548,765, resulting in
net  appreciation  of  $1,357,841,356.  
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 equal to 40% of the retainer fee at the time of
retirement.
      Pension  expenses for the six months ended December 31, 1997,  included in
Directors'  Fees and  Expenses in the  Statement  of  Operations  were  $47,231.
Unfunded accrued pension costs of $211,800 and pension liability of $443,330 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 December 31, 1997, there
were no such borrowings.



<PAGE>


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


                                        Six Months
                                        Ended
                                        December 31                               Year Ended June 30
                                        -------------       ------------------------------------------------------------------------
                                        1997                1997        1996            1995                1994         1993
                                        UNAUDITED
<S>                                     <C>                 <C>         <C>             <C>                 <C>          <C>
PER SHARE DATA
Net Asset Value -
    Beginning of Period                 $15.31              $13.21      $11.92          $11.32              $11.53       $10.67
                                        -------------       ------------------------------------------------------------------------
INCOME FROM INVESTMENT
    OPERATIONS
Net Investment Income                     0.20                0.35        0.41            0.42                0.36         0.31
Net Gains on Securities
    (Both Realized and Unrealized)        1.27                3.05        1.53            1.14                0.02         1.33
                                        -------------       ------------------------------------------------------------------------
Total from Investment
    Operations                            1.47                3.40        1.94            1.56                0.38         1.64
                                        -------------       ------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment
    Income                                0.20                0.35        0.41            0.42                0.36         0.32
In Excess of Net Investment
    Income                                0.00                0.00        0.00            0.00                0.11         0.00
Distributions from Capital
    Gains                                 1.67                0.95        0.24            0.54                0.12         0.46
                                        -------------       ------------------------------------------------------------------------
Total Distributions                       1.87                1.30        0.65            0.96                0.59         0.78
                                        -------------       ------------------------------------------------------------------------
Net Asset Value -
    End of Period                        $14.91               15.31      13.21           11.92               11.32        11.53
                                        =============       ========================================================================
TOTAL RETURN                             9.84%*              27.33%     16.54%          14.79%               3.24%        15.66%



<PAGE>

RATIOS
Net Assets - End of Period
    ($000 Omitted)                   $4,836,737          $4,574,675  $4,170,536      $4,009,609          $3,913,322     $3,412,527
Ratio of Expenses to Average
    Net Assets#                         0.46%*@              0.95%@      0.93%@           0.94%               0.92%          0.96%
Ratio of Net Investment Income
    to Average Net Assets#              1.21%*               2.54%        3.17%           3.61%               3.11%          2.94%
Portfolio Turnover Rate                   30%*                 47%          63%             54%                 56%           121%
Average Commission Rate Paid^^        $0.0966*             $0.0370            -               -                   -              -

</TABLE>

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

# Various  expenses of the Fund were  voluntarily  absorbed by IFG for the 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  commission rate paid is the total brokerage  commissions paid on
applicable  purchases and sales  securities  for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.



<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.






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