INVESCO INDUSTRIAL INCOME FUND INC
N-30D, 1999-02-22
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KNOWLEDGE DISCIPLINE SERVICE CHOICE

Industrial Income
Fund

YOU SHOULD KNOW WHAT INVESCO KNOWS (R)

A no-load mutual fund seeking current income with capital growth
as an additional factor

SEMI-
ANN
UAL

INVESCO

SEMIANNUAL REPORT   December 31, 1998
<PAGE>


INVESCO INDUSTRIAL
INCOME FUND
AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDING 12/31/98*

1 year                                        14.13%
- -----------------------------------------------------
5 years                                       15.57%
- -----------------------------------------------------
10 years                                      16.82%

"THE COMING YEAR
MAY BRING
ITS OWN SET OF
SURPRISES - AND
SURPRISE
REMAINS THE
BEST ARGUMENT
FOR ASSET
DIVERSIFICATION" -
PAGE 4

The line graph  illustrates the value of a $10,000  investment,  plus reinvested
dividends and capital gain distributions, for the 10-year period ended 12/31/98.
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.)*

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 Lehman  Government/Corporate  Bond and S&P 500 Indexes,
      assuming in each case  reinvestment  of all  dividends  and  capital  gain
      distributions, for the ten year period ended 12/31/98.

*Total return figures include reinvested dividends and capital gain distribu-
tions.  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.

<PAGE>

Your Fund's Performance: A Report from the Managers
- -------------------------------------------------------------------------------
Dear Shareholders:

We know that many of you, as long-term  investors,  try to look past  short-term
swings in the market  and focus on its  longer-term  movements.  We're also sure
this became nearly  impossible to do in late summer,  when nearly every newscast
led off with the story of an impending global economic catastrophe.

The news turned considerably  brighter, of course, later in the year. The run-up
in the markets from October 8th to just before  Thanksgiving  rivaled the plunge
from August to September.  At the same time,  the number of investors  wondering
why they did not "get  out" of  stocks in July was soon  dwarfed  by the  number
pondering why they did not "get in" in early October--  highlighting the extreme
difficulty of timing the market.

As an investor in INVESCO  Industrial  Income  Fund,  you had a total  return of
4.00% over the six months  ended  December 31, 1998.  The fund's  return  lagged
those of the S&P 500, which was up 9.22% over the same period, and of the Lehman
Government/Corporate  Bond Index,  which increased  5.09%. On the other hand, we
are  pleased to report that your  fund's  returns for the year ending  12/31/98,
14.13%  exceeded  the  average  return of the  equity-income  funds  tracked  by
independent  mutual fund analyst Lipper  Analytical  Services,  Inc., which rose
10.89%.  (Of course,  past performance is not a guarantee of future results.)* 

A New Nifty Fifty?

When comparing  these returns to those of the S&P 500, many investors may wonder
why they did not  concentrate  their assets in the stocks of the large companies
found on that index.  It is helpful to remember that the  performance of many of
the  largest  companies'  stocks  over the past  several  years  has been  truly
extraordinary.  This has been true not only on an absolute basis,  but also on a
relative one: Large-capitalization stock indexes such as the S&P 500 and the Dow
have dramatically outperformed those for other classes of investments.

In part,  INVESCO  Industrial  Income Fund has  benefited  from this  remarkable
performance,  and many of the fund's  investments in leading companies have done
well in this unusual  market.  Technology  holdings have continued to outperform
the broader  indexes,  as investors  remain  optimistic  about the new frontiers
opened by the Internet and other recent  advances.  Health care stocks have also
done well,  driven in large part by profits from new drugs and increasing demand
from an aging population. Some investment professionals have begun speaking of a
new "nifty fifty," a select group of high-flying  stocks similar to the one that
drew admirers in the early 1970s.

On the other hand, many of the traditional,  dividend-paying  strongholds in our
portfolio have lagged these superstar stocks.  Large multinational and financial
stocks especially  suffered as a result of the global turmoil.  The consumer and
industrial  sectors  also  declined as many  economists  began to warn of slower
growth in the coming year. Favorable economic news late in the year helped these
stocks,  but they did not manage to catch up with  their  favored  peers.  Other
holdings in our fund, such as those in energy companies,  languished  throughout
the last half of the year as world commodity prices remained at very low levels.

It is important to keep in mind, however, that many of the established companies
that did not appreciate as much as we might have hoped continued to pay us solid
dividends, helping the fund earn current income.

Bonds: A Premium on Risk
The panic that  gripped  financial  markets  in the late  summer  resulted  in a
predictable  "flight to quality," leading investors into Treasury securities and
other very secure bonds.  Combined with the Federal  Reserve's  rate cuts,  this
brought yields on such bonds to very low levels.

<PAGE>

These forces had a more unsettled  effect on our fund's corporate bond holdings,
however.  The same flight to quality  discouraged  investments  in  higher-yield
bonds. The "yield spread" between high- and low-risk bonds widened to levels not
seen in years,  indicating  that  investors are extremely wary in this uncertain
global economic  environment.  On a longer-term basis,  however, we believe this
has made higher-yield bonds very attractively priced.

We will continue to use our  flexibility  to invest in  fixed-income  securities
when market conditions necessitate a more cautious approach.

Preparing for Change
In short,  because the fund's holdings were  diversified  across different asset
classes and investment strategies,  its performance over the past six months was
quite good, but not extraordinary.

The coming year may well bring a duplication of the unusual patterns that marked
this past one. Certainly, many analysts have been proved wrong over the past few
years in  their  assertions  that  large-company  stocks  would  soon end  their
remarkable winning streak.

It is well to keep in mind, however,  that the coming year may bring its own set
of surprises--and  surprise remains the best argument for asset diversification.
While we will continue  investing in the growth companies  remaking the economy,
we also plan to maintain  our focus on  dividend-paying  stocks and the flexible
use of fixed-income obligations.  In the past, this strategy has served the fund
well during flat or  declining  markets,  while also  allowing us to profit from
growing ones.

We look forward to reporting to you on our progress in six months.

/s/ Charles P. Mayer                            /s/ Donovan J. Paul
- ------------------------                        ------------------------------
CHARLES P. MAYER                                DONOVAN "JERRY" PAUL
SENIOR VICE PRESIDENT                           SENIOR VICE PRESIDENT

*Total   return   figures   include   reinvested   dividends  and  capital  gain
distributions. 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.

The S&P 500 is an unmanaged  index that reflects  performance of the broad stock
market,  while  the  Lehman  Government/Corporate  Bond  is an  unmanaged  index
considered representative of the broad fixed-income markets.

FUND MANAGERS

CHARLES P. MAYER (Equity) Senior Vice President,  INVESCO Funds Group.  BA,
St. Peter's College;  MBA, St. John's  University.  Began  investment  career in
1969. Joined INVESCO in 1993. Has managed this fund since 1993.

Donovan J. (Jerry) Paul,  CFA, CPA  (Fixed-Income)  Senior Vice  President,
INVESCO Funds Group. BBA,  University of Iowa; MBA, University of Northern Iowa.
Began investment career in 1976. Joined INVESCO in 1994. Has managed

<PAGE>

INVESCO     Semiannual Report December 31, 1998
Moving Forward
- ------------------------------------------------------------------------------

Market Headlines:
July-December 1998
The latter half of 1998 was a period few market veterans will soon forget.  Just
when the danger  seemed to have  passed,  the tidal  wave of the Asian  economic
crisis  finally  pounded  American  shores in late  summer,  swamping  financial
markets.  Wall Street's sense of gloom  deepened as the headlines  warned of one
global  economic  calamity  after  another:  Russian loan  default,  the ominous
near-collapse  of a prominent  hedge fund tumbling  currencies in Latin America,
and a perilous banking situation in Japan.

Following  the  gut-wrenching  declines,  however,  the markets began an equally
dizzying rebound in October.  A series of three  interest-rate  cuts by the Fed,
along with those of other central banks,  pumped  liquidity and confidence  into
the  international   financial  system.   Despite  profit  warnings  from  large
multinational  corporations,  investors  began to focus on the many  sectors  of
strength within the American  economy:  robust consumer  spending,  low interest
rates and unemployment, and subdued inflation.

The  mixed  economic  picture  resulted  in  mixed  market  performance,  as the
technology-and    health    care-heavy   S&P   500   index    outperformed   the
industrial-oriented Dow, large-cap stocks continued to be favored over small-cap
issues,  and yield spreads widened to favor low-risk bonds  substantially.  * By
the end of the year, many investors enjoyed another round of sizeable gains, but
few could avoid a sense of trepidation as 1999 approached.

*The S&P 500 is an unmanaged index that reflects  performance of the broad stock
market,   while  the  Dow  Jones  Industrial  Average  reflects  performance  of
large-capitalization stocks.

A REVIEW AND STRATEGY
SESSION WITH CHARLES MEYER
AND JERRY PAUL

Charlie,  could you  discuss a couple of  stocks  you've  recently  added to the
portfolio?

CM: We have  concentrated  much of our buying on the  technology  sector,  which
helped us a good deal toward the end of the year.  Semiconductor  makers such as
Intel and  Altera  had some very  attractive  valuations  after the late  summer
selloff, as investors worried about their multinational exposure,  especially to
Asia.

But their earnings have remained  strong,  and signs of life in Asian  economies
should help these stocks rebound even further.

What have you sold?

CM:  The  flip-side  of our  technology  buying  has been the  reduction  in our
exposure  to  domestic-oriented  stocks.  These were  attractive  holdings  last
summer,  when the global economy appeared on the brink. As Asia seemed to gain a
foothold,  and growth in the American  economy  threatened to slow in 1999, some
retail and financial stocks became less attractive to us.

What were some of the surprises last year--both good and bad ones?

CM: The depth of the doldrums in the energy  sector took us by  surprise--energy
stocks  and  commodity  prices  just have not  responded  to the early  signs of
strength in the global  economy.  The positive  surprise has been the  continued
power of the  consumer  and  health  care  sectors.  Along  with  most  economic
forecasters,  we have been pleasantly surprised by the continued strength of the
consumer-driven American economy.

<PAGE>
Jerry,  you use a  "value-oriented  bond management  style." What is it, and how
does it affect your performance relative to other bond funds?

JP:  Let me tell you first  what it's not:  I don't try to  anticipate  interest
rates.  Some bond fund  managers  can have a great  year,  of course,  when they
happen  to  guess  the  direction  and   magnitude  of   interest-rate   changes
correctly--but  they might have a horrible year the next time around.  We try to
use a strategy that it consistent and repeatable.

Basically,  that strategy  relies on finding bonds that are  undervalued,  those
that buyers will look at more  favorably in the future.  Perhaps the issuer will
be  merged  into a larger,  more  profitable  company,  for  example,  instantly
improving its credit  rating.  We look for  investment  themes that will help us
identify  these  companies.  When we find them, I think of it as throwing a long
bomb  in  a  football   game  because  the  price  of  our  bonds  can  increase
substantially.  Of course, we also look for shorter-term trading  opportunities,
which provide our short yardage.

The fund owns many utility industry bonds. Why are they attractive?

JP: Utility  deregulation has been one of our more lucrative  themes. As part of
the utility  deregulation  process,  some states have enacted  legislation  that
helps power companies deal with underperforming  assets. We find those companies
and watch as their balance sheets improve,  boosting their credit rating and the
prices of their bonds.

Have you recently adjusted the mix between equities and bonds, and on what basis
do you make that decision?

CM: Our approach is fairly straightforward: We simply keep our eyes out for good
deals on stocks,  and buy more when valuations  appear  attractive.  At the same
time, we are  conscious of our  fixed-income  holdings  allow us to moderate the
risk in the portfolio  when  valuations  appear  excessive or when we anticipate
market volatility.

Keep in mind that we  actively  manage  this  fund,  so  allocations  as well as
specific holdings will change over time.

Year 2000 Computer Issue.

Many  computer  systems in use today may not be able to recognize any date after
December 31, 1999.  If these  systems are not fixed by that date, it is possible
that they could generate erroneous  information or fail altogether.  INVESCO has
committed  substantial  resources  in an  effort to make sure that its own major
computer  systems  will  continue to function on and after  January 1, 2000.  Of
course, INVESCO cannot fix systems that are beyond its control. If INVESCO's own
systems,  or the systems of third  parties upon which it relies,  do not perform
properly after December 31, 1999, the Funds could be adversely affected.

In addition, the markets for, or values of, securities in which the Funds invest
may possibly be hurt by computer  failures  affecting  portfolio  investments or
trading  of  securities  beginning  January  1, 2000.  For  example,  improperly
functioning  computer  systems  could  result  in  securities  trade  settlement
problems and liquidity issues,  production  issues for individual  companies and
overall economic uncertainties.  Individual issuers may incur increased costs in
making  their  own  systems  Year  2000  compliant.  The  combination  of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments.


<PAGE>

TEN LARGEST COMMON STOCK HOLDINGS

INVESCO Industrial Income Fund, Inc.
December 31, 1998
UNAUDITED

DESCRIPTION                                                        VALUE
- -------------------------------------------------------------------------------
Kansas City Southern Industries                                 $ 162,318,750
Bank of New York                                                  161,000,000
General Electric                                                  142,887,500
US WEST                                                           129,250,000
Bell Atlantic                                                     116,600,000
Merck & Co                                                        103,381,250
International Business Machines                                   101,612,500
Dayton Hudson                                                     100,677,150
Anheuser-Busch Cos                                                 91,875,000
Texas Instruments                                                  89,840,625

Composition of holdings is subject to change.

STATEMENT OF INVESTMENT SECURITIES

INVESCO Industrial Income Fund, Inc.
December 31, 1998
UNAUDITED

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------
76.50 COMMON STOCKS
0.97  AEROSPACE & DEFENSE
      Northrop Grumman                         650,000             $ 47,531,250
===============================================================================
1.16  AUTOMOBILES
      Ford Motor                               800,000               46,950,000
      General Motors Class H/(a)/              250,000                9,921,875
===============================================================================
                                                                     56,871,875

6.63  BANKS
      Bank of New York                       4,000,000              161,000,000
      Chase Manhattan                          500,000               34,031,250
      Fleet Financial Group                  1,376,000               61,490,000
      Mellon Bank                            1,000,000               68,750,000
===============================================================================
                                                                    325,271,250

1.87  BEVERAGES
      Anheuser-Busch Cos                     1,400,000               91,875,000
===============================================================================
0.42  CHEMICALS
      Olin Corp                                725,000               20,526,562
===============================================================================
1.46  COMMUNICATIONS -- EQUIPMENT & MANUFACTURING
      Motorola Inc                           1,175,000               71,748,438
===============================================================================
5.14  COMPUTER RELATED
      Compaq Computer                        1,000,000             $ 41,937,500
      EMC Corp(a)                              300,000               25,500,000
      International Business Machines          550,000              101,612,500
      Microsoft Corp(a)                        600,000               83,212,500
===============================================================================
                                                                    252,262,500

<PAGE>

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

0.89  CONGLOMERATES
      Textron Inc                              575,000               43,664,063
===============================================================================
3.83  ELECTRICAL EQUIPMENT
      Emerson Electric                         750,000               45,375,000
      General Electric                       1,400,000              142,887,500
===============================================================================
                                                                    188,262,500

3.97  ELECTRONICS -- SEMICONDUCTOR
      Altera Corp(a)                           556,300               33,864,762
      Intel Corp                               600,000               71,137,500
      Texas Instruments                      1,050,000               89,840,625
===============================================================================
                                                                    194,842,887

1.22  EQUIPMENT -- SEMICONDUCTOR
      Applied Materials(a)                   1,400,000               59,762,500
===============================================================================
5.16  FOODS
      General Mills                          1,000,000               77,750,000
      Heinz (H J) Co                         1,192,000               67,497,000
      Kellogg Co                             1,600,000               54,600,000
      Quaker Oats                              900,000               53,550,000
===============================================================================
                                                                    253,397,000

0.29  GOLD & PRECIOUS METALS MINING
      Newmont Mining                           799,050               14,432,841
===============================================================================
7.77  HEALTH CARE DRUGS -- PHARMACEUTICALS
      American Home Products                   600,000               33,787,500
      Bristol-Myers Squibb                     450,000               60,215,625
      Lilly (Eli) & Co                         600,000               53,325,000
      Merck & Co                               700,000              103,381,250
      SmithKline Beecham PLC Sponsored ADR 
        Representing 5 Ord Shrs                800,000               55,600,000
      Warner-Lambert Co                      1,000,000               75,187,500
===============================================================================
                                                                    381,496,875

1.98  HEALTH CARE RELATED
      Arterial Vascular Engineering(a)         450,000               23,625,000
      Becton Dickinson                       1,200,000               51,225,000
      Medtronic Inc                            300,000               22,275,000
===============================================================================
                                                                     97,125,000
<PAGE>

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

0.95  HOUSEHOLD PRODUCTS
      Colgate-Palmolive Co                     500,000             $ 46,437,500
===============================================================================
 1.11 INSURANCE
      Allmerica Financial                      656,818               38,013,342
      CIGNA Corp                               212,100               16,397,981
===============================================================================
                                                                     54,411,323

0.01  INVESTMENT BANK/BROKER FIRM
      Omega Worldwide(a)                       132,625                  580,234
===============================================================================
1.17  LODGING -- HOTELS
      Hilton Hotels                          3,000,000               57,375,000
===============================================================================
1.78  MANUFACTURING
      AlliedSignal Inc                       1,970,000               87,295,625
===============================================================================
0.22  NATURAL GAS
      K N Energy                               300,000               10,912,500
===============================================================================
7.70  OIL & GAS RELATED
      Apache Corp                              900,000               22,781,250
      Atlantic Richfield                       750,000               48,937,500
      Chevron Corp                             600,000               49,762,500
      Conoco Inc Class A(a)                    700,000               14,612,500
      Exxon Corp                             1,200,000               87,750,000
      Halliburton Co                           898,500               26,618,062
      Royal Dutch Petroleum New York 
        Registry 1.25 Gldr Shrs              1,000,000               47,875,000
      Schlumberger Ltd                         400,000               18,450,000
      USX-Marathon Group                       900,000               27,112,500
      Union Pacific Resources Group          1,200,000               10,875,000
      Unocal Corp                              800,000               23,350,000
===============================================================================
                                                                    378,124,312

0.74  PAPER & FOREST PRODUCTS
      Champion International                   500,000               20,250,000
      Fort James                               400,000               16,000,000
===============================================================================
                                                                     36,250,000
 0.59 PERSONAL CARE
      Gillette Co                              600,000               28,987,500
===============================================================================
3.89  RAILROADS
      Kansas City Southern Industries        3,300,000              162,318,750
      Norfolk Southern                         900,000               28,518,750
===============================================================================
                                                                    190,837,500
1.33  REAL ESTATE INVESTMENT TRUST
      Health & Retirement Properties 
        Trust SBI                            1,200,000               16,875,000
      Health Care Property Investors           550,000               16,912,500
      Healthcare Realty Trust                  400,000                8,925,000

<PAGE>
                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------
      Meditrust Corp Paired Certificates       500,800              $ 7,574,600
      Omega Healthcare Investors               500,000               15,093,750
===============================================================================
                                                                     65,380,850
4.64  RETAIL
      CVS Corp                                 700,200               38,511,000
      Dayton Hudson                          1,855,800              100,677,150
      Penney (J C) Co                          700,000               32,812,500
      Tandy Corp                             1,350,000               55,603,125
===============================================================================
                                                                    227,603,775
0.93  SAVINGS & LOAN
      Charter One Financial                  1,652,070               45,844,943
===============================================================================
7.81  TELEPHONE
      Bell Atlantic                          2,200,000              116,600,000
      GTE Corp                                 800,000               52,000,000
      SBC Communications                     1,600,000               85,800,000
      US WEST                                2,000,000              129,250,000
===============================================================================
                                                                    383,650,000

0.87  TOBACCO
      Philip Morris                            800,000               42,800,000
===============================================================================
      TOTAL COMMON STOCKS (Cost $2,328,073,689)                   3,755,561,603
===============================================================================
19.90 FIXED INCOME SECURITIES
0.71  US Government Obligations
      US Treasury Notes
       6.125%, 8/15/2007                  $ 17,200,000               18,796,383
       5.500%, 5/31/2003                  $ 15,500,000               15,994,062
===============================================================================
      TOTAL US GOVERNMENT OBLIGATIONS
       (Cost $33,273,208)                                            34,790,445
===============================================================================
1.22  US Government Agency Obligations
      Fannie Mae, Gtd Mortgage Pass-
       Through Certificates, 6.500%, 
       7/1/2008                           $ 23,672,214               24,014,514
      Government National Mortgage 
       Association I Pass-Through 
       Certificates 7.000%, 12/15/2023    $ 35,048,591               35,878,188
===============================================================================
      TOTAL US GOVERNMENT AGENCY OBLIGATIONS     
        (Cost $58,765,444)                                           59,892,702
===============================================================================
17.97 Corporate Bonds
 0.30 BROADCASTING
      EchoStar Communications, Gtd Sr 
       Secured Discount Step-Up Notes, 
       Zero Coupon(b) 6/1/2004             $ 5,000,000                5,125,000
      JCAC Inc, Sr Sub Notes, 10.125%, 
       6/15/2006                           $ 6,000,000                6,690,000

<PAGE>

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------
      Telemundo Holdings, Sr Discount 
       Step-Up Notes, Zero Coupon(b)(c),
       8/15/2008                           $ 5,250,000              $ 2,887,500
===============================================================================
                                                                     14,702,500

0.45  BUILDING MATERIALS
      USG Corp, Sr Notes, 8.500%, 
       8/1/2005                           $ 21,093,000               22,226,749
===============================================================================
0.73  CABLE
      CF CABLE TV, Sr Secured 2nd 
       Priority Notes 11.625%, 2/15/2005  $  2,750,000                3,052,500
      Continental Cablevision, Sr Deb 
       9.500%, 8/1/2013                   $  6,925,000                8,245,361
      International Cabletel, Series A 
       Sr Deferred Step-Up Notes Zero
       Coupon(b), 4/15/2005               $ 19,500,000               17,647,500
      NTL Inc, Sr Discount Step-Up Notes
       Zero Coupon(b)(c), 10/1/2008       $ 11,150,000                6,982,688
===============================================================================
                                                                     35,928,049

0.10  COMMUNICATIONS -- EQUIPMENT & MANUFACTURING
      Worldwide Fiber, Sr Notes(c) 
       12.500%, 12/15/2005                $  5,000,000                5,050,000
===============================================================================
4.88  ELECTRIC UTILITIES
      Boston Edison, Deb
       8.250%, 9/15/2022                  $  4,750,000                5,229,170
       7.800%, 5/15/2010                  $  6,700,000                7,711,271
       7.800%, 3/15/2023                  $  4,560,000                4,852,058
      Carolina Power & Light, 1st Mortgage
       8.625%, 9/15/2021                  $  6,650,000                8,347,771
       8.200%, 7/1/2022                   $  2,000,000                2,166,114
      Cleveland Electric Illuminating
       1st  Mortgage,  Series B, 9.500%,
        5/15/2005                         $ 12,000,000               13,030,331
      Sr Secured Notes, Series D, 7.430% 
       11/1/2009                          $  7,500,000                7,886,527
      Commonwealth Edison, 1st Mortgage, 
       Series 86 8.375%, 9/15/2022        $  2,000,000                2,158,760
      Connecticut Light & Power, 
       1st Refunding Mortgage, 
       Series 94D, 7.875%, 10/1/2024      $ 10,850,000               11,354,806
      Consumers Energy, 1st Refunding 
       Mortgage 7.375%, 9/15/2023         $ 10,700,000               11,192,467
      DQU-II Funding, Collateral Lease 
       8.700%, 6/1/2016                   $ 17,403,000               19,686,273

      Detroit Edison
       1st Mortgage Medium-Term Notes, 
        Series C 8.240%, 1/13/2023        $  5,600,000                6,222,272

<PAGE>
                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

       Secured Medium-Term Notes
        Series 92-D, 8.300%, 8/1/2022     $  11,000,000            $ 12,128,027 
        Series C, 8.300%, 1/13/2023       $   5,000,000               5,551,550 
        Series D, 8.310%, 8/1/2022        $   3,000,000               3,327,564
      El Paso Electric, 1st Mortgage, 
       Series C 8.250%, 2/1/2003          $   5,000,000               5,275,000
      Gulf States Utilities, 1st 
       Mortgage 8.700%, 4/1/2024          $   9,400,000              10,392,958
      Jersey Central Power & Light, 
       1st Mortgage 
        7.500%, 5/1/2023                  $   7,160,000               7,480,746
        6.750%, 11/1/2025                 $   7,750,000               7,730,198
      Massachusetts Electric, Medium-
       Term Notes Series R, 8.550%, 
       2/7/2022                           $   5,000,000               5,591,665
      Metropolitan Edison, Secured 
       Medium-Term Notes, Series B, 
       8.150%, 1/30/2023                  $  19,950,000              21,769,737
      New York State Electric & Gas, 
       1st Mortgage 8.300%, 12/15/2022    $   8,250,000               8,952,562
      Pacific Gas & Electric,  1st &  
       Refunding  Mortgage  
        Series 92B, 8.375%, 5/1/2025      $   3,905,000               4,325,416 
        Series 93D, 7.250%,  8/1/2026     $  18,500,000              19,632,752
      Pennsylvania  Power, 
       1st Mortgage 
        8.500%,  7/15/2022                $   2,000,000               2,224,768
      Pennsylvania Power & Light, 
       1st Mortgage
        8.500%, 5/1/2022                  $   6,600,000               7,254,178
        7.875%, 2/1/2023                  $   3,750,000               4,085,546
      Philadelphia Electric, 1st & 
       Refunding Mortgage, 7.250%, 
       11/1/2024                          $   7,972,000               8,284,980
      South Carolina Electric & Gas, 
       1st Mortgage 8.875%, 8/15/2021     $   2,000,000               2,220,880
      Western Massachusetts Electric, 
       1st Mortgage Series V, 7.750%, 
       12/1/2002                          $   3,250,000               3,276,123
===============================================================================
                                                                    239,342,470

0.09  ELECTRICAL EQUIPMENT
      Alpine Group, Sr Secured Notes, 
       Series B 12.250%, 7/15/2003        $   4,249,000               4,323,357
===============================================================================
0.13  ENTERTAINMENT
      Paramount Communications, Sr Deb 
       8.250%, 8/1/2022                   $   5,800,000               6,161,003
===============================================================================
0.31  GAMING
      Grand Casinos, Gtd 1st Mortgage 
       Notes 10.125%, 12/1/2003           $   9,250,000              10,082,500
      Players International, Sr Notes 
       10.875%, 4/15/2005                 $   4,750,000               5,094,375
===============================================================================
                                                                     15,176,875
<PAGE>
                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

0.20  HEALTH CARE RELATED
      FHP International,  Sr Notes 
       7.000%,  9/15/2003                 $   6,450,000             $ 6,771,751 
      US Surgical, Sr Notes, 
       7.250%, 3/15/2008                  $   3,000,000               3,249,792
===============================================================================
                                                                     10,021,543
0.05  HOUSEHOLD PRODUCTS
      Home Products International, Sr 
       Sub Notes 9.625%, 5/15/2008        $   2,500,000               2,450,000
===============================================================================
1.22  INSURANCE
      Aetna Services, Gtd Deb, 
       6.970%, 8/15/2036                  $   5,650,000               5,992,649 
      Equitable Cos, Sr Notes, 
       9.000%,  12/15/2004                $  43,610,000              49,785,217 
      Veritas Holdings
       GmbH, Sr Notes 9.625%, 12/15/2003  $   4,068,000               4,068,000
===============================================================================
                                                                     59,845,866
0.08  INVESTMENT BANK/BROKER FIRM
      Lehman Brothers Holdings, Sr Notes 
       8.800%, 3/1/2015                   $   3,475,000               3,989,425
===============================================================================
0.16  IRON & STEEL
      National Steel, 1st Mortgage, 
       8.375%, 8/1/2006                   $   8,000,000               8,000,000
===============================================================================
0.26  LODGING -- HOTELS
      Hilton Hotels, Sr Notes, 
       7.200%, 12/15/2009                 $  13,220,000              12,788,181
===============================================================================
0.14  MACHINERY
      AGCO Corp, Sr Sub Notes, 
       8.500%, 3/15/2006                  $   7,100,000               6,887,000
===============================================================================
0.18  METALS MINING
      Glencore Nickel Pty Ltd, 
       Sr Secured Notes 9.000%, 
       12/1/2014                          $  11,000,000               8,910,000
===============================================================================
0.25  NATURAL GAS
      Consolidated  Natural  Gas, Deb 
       6.875%,  10/15/2026                $   5,000,000               5,400,105
      NoRam Energy, Conv Sub Deb 
       6.000%, 3/15/2012                  $   7,064,000               6,746,120
===============================================================================
                                                                     12,146,225

2.94  OIL & GAS RELATED
      Atlantic Richfield, Deb
       10.875%, 7/15/2005                 $   9,030,000              11,523,074
       9.875%, 3/1/2016                   $   2,035,000               2,767,121
       9.125%, 8/1/2031                   $   2,757,000               3,689,412
       9.000%, 4/1/2021                   $  23,410,000              30,157,274
       9.000%, 5/1/2031                   $   2,353,000               3,107,261
       8.750%, 3/1/2032                   $   2,326,000               2,997,265
      Belco Oil & Gas, Sr Sub Notes, 
       Series B 8.875%, 9/15/2007         $   7,000,000               6,352,500

<PAGE>

                                                SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------
      Canadian Forest Oil Ltd, Gtd 
       Sr Sub Notes  8.750%, 9/15/2007     $   6,910,000           $  6,495,400
      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              7,920,000
      DeepTech International, Sr Secured 
       Notes 12.000%, 12/15/2000           $  10,110,000             10,817,700
      Energy Corp of America, Sr Sub 
       Notes, Series A 9.500%, 5/15/2007   $   9,750,000              9,018,750
      Gulf Canada Resources Ltd, Sr Notes
       8.350%, 8/1/2006                    $   8,750,000              8,531,250
       8.250%, 3/15/2017                   $   5,000,000              4,969,050
      Northern Offshore ASA, Sr Notes(c)
       10.000%, 5/15/2005                  $   5,000,000              2,600,000
      Ocean Energy, Gtd Sr Sub Notes 
       9.750%,  10/1/2006                  $  13,716,000             13,990,320
       Series B, 8.875%, 7/15/2007         $   5,000,000              4,850,000
      SEACOR SMIT, Sr Notes, 7.200%, 
       9/15/2009                           $   5,000,000              5,137,605
===============================================================================
                                                                    144,482,282

0.29  PAPER & FOREST PRODUCTS
      QUNO Corp, Sr Notes, 9.125%, 
       5/15/2005                           $  13,050,000             13,963,500
===============================================================================
0.40  PUBLISHING
      Affiliated Newspaper Investments, 
       Sr Discount Step-Up Notes, Zero
       Coupon(b), 7/1/2006                 $  13,900,000             14,317,000
      Quebecor Printing Capital, 
       Gtd Deb 6.500%, 8/1/2027            $   5,000,000              5,222,220
===============================================================================
                                                                     19,539,220
0.19  RETAIL
      American Stores, Deb, 7.500%, 
       5/1/2037                            $   8,750,000              9,465,609
===============================================================================
0.37  SAVINGS & LOAN
      Sovereign Bancorp, Medium-Term 
       Notes 8.000%, 3/15/2003             $   6,500,000              6,889,960
      Western Financial Savings Bank, 
       Sub Capital Deb, 8.500%, 7/1/2003   $  14,000,000             11,456,619
===============================================================================
                                                                     18,346,579
0.12  SERVICES
      Loewen Group International, Gtd 
       Sr Notes Series 4, 8.250%, 
       10/15/2003                          $   6,860,000              5,899,600
===============================================================================
1.14  TELECOMMUNICATIONS -- CELLULAR & WIRELESS
      360 Communications, Notes 6.650%, 
       1/15/2008                           $  10,000,000             10,603,189
<PAGE>

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

      Cencall Communications, Sr 
       Discount Step-Up Notes, 
       Zero Coupon(b), 1/15/2004           $  17,000,000           $ 16,660,000
      Centennial Cellular, Sr Notes 
       8.875%, 11/1/2001                   $   3,587,000              3,793,253
      Esat Holdings Ltd, Sr Deferred 
       Coupon Step-Up Notes, Series B, 
       Zero Coupon(b), 2/1/2007            $   7,850,000              5,181,000
      NEXTEL Communications, Sr Discount 
       Step-Up Notes, Zero Coupon(b),
       8/15/2004                           $   5,000,000              4,850,000
      Teligent Inc, Sr Discount Step-Up 
       Notes Series B, Zero Coupon(b),
       3/1/2008                            $  14,750,000              7,301,250
      Triton PCS, Sr Sub Discount 
       Step-Up Notes Zero Coupon(b), 
       5/1/2008                            $  16,300,000              7,620,250
===============================================================================
                                                                     56,008,942
1.27  TELECOMMUNICATIONS -- LONG DISTANCE
      Level 3 Communications
       Sr Discount Step-Up Notes Zero 
        Coupon(b)(c), 12/1/2008            $  32,650,000             19,018,625
       Sr Notes,  9.125%,  5/1/2008        $   9,950,000              9,825,625 
      Qwest  Communications
       International Sr Notes(c), 7.250%, 
       11/1/2008                           $  12,950,000             13,209,000
      RSL Communications PLC Ltd
       Sr Discount Step-Up Notes Zero 
        Coupon(b), 3/1/2008                $  11,500,000              6,583,750
       Sr Notes, 9.125%, 3/1/2008          $  15,000,000             13,800,000
===============================================================================
                                                                     62,437,000
1.59  TELEPHONE
      Centel Capital,  Deb, 9.000%,  
       10/15/2019                          $   5,000,000              6,265,784
      Citizens Utilities, Deb,  
       7.000%,  11/1/2025                  $   4,950,000              5,196,718
      Intermedia Communications, 
       Sr Notes Series B, 8.500%, 
       1/15/2008                           $  10,000,000              9,500,000
      McLeodUSA Inc Sr Discount 
       Step-Up Notes Zero Coupon(b), 
        3/1/2007                           $   3,600,000              2,718,000
       Sr Notes(c), 9.500%, 11/1/2008      $   2,750,000              2,915,000
       Sr Notes, 9.250%, 7/15/2007         $   6,250,000              6,531,250
      MetroNet Communications
       Sr Discount Step-Up Notes
        Zero Coupon(b), 11/1/2007          $   8,250,000              5,403,750
        Zero Coupon(b), 6/15/2008          $   7,750,000              4,746,875
       Sr Notes, 12.000%, 8/15/2007        $   7,775,000              8,630,250
<PAGE>

                                               SHARES
                                          OR PRINCIPAL
DESCRIPTION                                     AMOUNT                VALUE
- -------------------------------------------------------------------------------

      NEXTLINK Communications
       Sr Discount Step-Up Notes Zero 
        Coupon(b), 4/15/2008               $   5,500,000           $  3,135,000
       Sr Notes, 9.625%, 10/1/2007         $   5,425,000              5,180,875
      NEXTLINK Communications
       LLC/NEXTLINK Capital, Sr Notes, 
       12.500%, 4/15/2006                  $   3,750,000              4,050,000
      RCN Corp, Sr Discount Step-Up Notes
       Series B, Zero Coupon(b), 
        2/15/2008                          $  21,600,000             11,772,000
       Zero Coupon(b), 7/1/2008            $   3,800,000              2,071,000
===============================================================================
                                                                     78,116,502
0.13  TEXTILE -- APPAREL MANUFACTURING
      Haynes International, Sr Notes 
       11.625%, 9/1/2004                   $   7,075,000              6,155,250
===============================================================================
       TOTAL CORPORATE BONDS (Cost $901,372,171)                    882,363,727
===============================================================================
      TOTAL FIXED INCOME SECURITIES (Cost $993,410,823)             977,046,874
===============================================================================
3.60  SHORT-TERM INVESTMENTS
3.38  COMMERCIAL PAPER
0.67  AUTOMOBILES
      General Motors Acceptance, 4.960%, 
       1/7/1999                            $   32,807,000            32,807,000
===============================================================================
0.65  CONSUMER FINANCE
      American Express Credit, 5.750%, 
       1/4/1999                            $   31,796,000            31,796,000
===============================================================================
0.59  FINANCIAL
      Heller Financial, 6.150%, 1/5/1999   $   29,261,000            29,261,000
===============================================================================
0.87  INSURANCE
      CIGNA Corp, 6.000%, 1/4/1999         $   42,913,000            42,913,000
===============================================================================
0.60  RETAIL
      Sears Roebuck Acceptance, 6.000%, 
       1/5/1999                            $   29,261,000            29,261,000
===============================================================================
       TOTAL COMMERCIAL PAPER (Cost $166,038,000)                   166,038,000
=============================================================================== 
0.22  REPURCHASE AGREEMENTS
      Repurchase Agreement with State 
       Street dated 12/31/1998 due 
       1/4/1999 at 4.850%, repurchased 
       at $10,744,787 (Collateralized by 
       US Treasury Bills, Discount Note 
       due 12/9/1999, value $10,935,081) 
       (Cost $10,739,000)                  $   10,739,000            10,739,000
===============================================================================
       TOTAL SHORT-TERM INVESTMENTS (Cost $176,777,000)             176,777,000
===============================================================================
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
      (Cost $3,498,261,512)
      (Cost for Income Tax Purposes 
       $3,498,261,981)                                          $ 4,909,385,477
===============================================================================
<PAGE>


 (a) Security is non-income producing.

 (b) 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.

 (c) Securities  are  acquired  pursuant  to Rule  144A.  The Fund  deems  such
     securities to be "liquid" since an institutional market exists.

 See Notes to Financial Statements


<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
INVESCO Industrial Income Fund, Inc.
December 31, 1998
UNAUDITED

ASSETS
Investment Securities at Value (Cost $3,498,261,512)(a)       $   4,909,385,477
Cash                                                                        117
Receivables:
 Fund Shares Sold                                                     5,266,004
 Dividends and Interest                                              19,096,618
Prepaid Expenses                                                        327,297
===============================================================================
TOTAL ASSETS                                                      4,934,075,513
===============================================================================
LIABILITIES
Payables:
 Distributions to Shareholders                                            3,751
 Fund Shares Repurchased                                             30,790,245
Accrued Distribution Expenses                                         1,032,247
Accrued Expenses                                                        316,102
===============================================================================
TOTAL LIABILITIES                                                    32,142,345
===============================================================================
Net Assets at Value                                             $ 4,901,933,168
===============================================================================
NET ASSETS
Paid-in Capital(b)                                              $ 3,412,366,737
Accumulated Undistributed Net Investment Income                       2,139,837
Accumulated Undistributed Net Realized Gain on Investment 
 Securities and Foreign Currency Transactions                        76,302,629
Net Appreciation of Investment Securities and Foreign 
 Currency Transactions                                            1,411,123,965
===============================================================================
Net Assets at Value                                             $ 4,901,933,168
===============================================================================
Net Asset Value, Offering and Redemption Price per Share        $         15.06
===============================================================================

(a) Investment  securities  at cost and value at December  31, 1998  include a
    repurchase agreement of $10,739,000.

(b) The Fund has one billion  authorized  shares of common stock,  par value of
    $1.00 per share, of which 325,524,553 were outstanding at December 31, 1998.

 See Notes to Financial Statements


<PAGE>

STATEMENT OF OPERATIONS
INVESCO Industrial Income Fund, Inc.
Six Months Ended December 31, 1998
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                       $   34,338,684
Interest                                                            43,857,509
 Foreign Taxes Withheld                                               (146,151)
===============================================================================
   TOTAL INCOME                                                     78,050,042
===============================================================================
EXPENSES
Investment Advisory Fees                                            11,379,885
Distribution Expenses                                                6,001,811
Transfer Agent Fees                                                  3,174,679
Administrative Fees                                                    365,108
Custodian Fees and Expenses                                            261,268
Directors' Fees and Expenses                                           140,134
Professional Fees and Expenses                                         110,976
Registration Fees and Expenses                                          48,326
Reports to Shareholders                                                249,974
Other Expenses                                                         112,587
===============================================================================
   TOTAL EXPENSES                                                   21,844,748
   Fees and Expenses Absorbed by Investment Adviser                     (2,384)
   Fees and Expenses Paid Indirectly                                  (261,171)
===============================================================================
    NET EXPENSES                                                    21,581,193
===============================================================================
NET INVESTMENT INCOME                                               56,468,849
===============================================================================
REALIZED AND UNREALIZED GAIN (LOSS) 
 ON INVESTMENT  SECURITIES 
Net Realized Gain on Investment Securities and Foreign 
 Currency Transactions                                             135,585,727
Change in Net Appreciation of Investment Securities and 
 Foreign Currency Transactions                                     (14,084,258)
===============================================================================
NET GAIN ON INVESTMENT SECURITIES AND
 FOREIGN CURRENCY TRANSACTIONS                                     121,501,469
===============================================================================
Net Increase in Net Assets from Operations                    $    177,970,318
===============================================================================

See Notes to Financial Statements

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
INVESCO Industrial Income Fund, Inc.

                                                  Six Months               Year 
                                                       Ended              Ended
                                                 December 31            June 30
  -----------------------------------------------------------------------------
                                                        1998               1998
                                                   UNAUDITED
OPERATIONS
Net Investment Income                          $  56,468,849     $  115,423,537
Net Realized Gain on Investment Securities 
 and Foreign Currency Transactions               135,585,727        563,837,730
Change in Net Appreciation of Investment 
 Securities and Foreign Currency
 Transactions                                    (14,084,258)       232,218,236
===============================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS       177,970,318        911,479,503
===============================================================================
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (55,561,561)      (115,239,239)
In Excess of Net Investment Income                         0            (34,577)
Net Realized Gain on Investment Securities 
 and Foreign Currency Transactions              (451,700,393)      (487,553,284)
===============================================================================
TOTAL DISTRIBUTIONS                             (507,261,954)      (602,827,100)
===============================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                    293,760,017        796,227,427
Reinvestment of Distributions                    476,889,992        566,171,643
===============================================================================
                                                 770,650,009      1,362,399,070
Amounts Paid for Repurchases of Shares          (620,159,831)    (1,164,991,454)
===============================================================================
NET INCREASE IN NET ASSETS 
 FROM FUND SHARE TRANSACTIONS                    150,490,178        197,407,616
===============================================================================
Total Increase (Decrease) in Net Assets         (178,801,458)       506,060,019
NET ASSETS
Beginning of Period                            5,080,734,626      4,574,674,607
===============================================================================
End of Period  (Including  Accumulated  
 Undistributed  Net Investment Income of
 $2,139,837 and $1,232,549, respectively)     $4,901,933,168    $ 5,080,734,626
===============================================================================
          -----------------------------------------------------------

FUND SHARE TRANSACTIONS
Shares Sold                                       19,138,925         49,736,211
Shares Issued from Reinvestment of 
 Distributions                                    32,775,211         38,238,701
===============================================================================
                                                  51,914,136         87,974,912
Shares Repurchased                               (40,318,289)       (72,818,140)
===============================================================================
Net Increase in Fund Shares                       11,595,847         15,156,772
===============================================================================

See Notes to Financial Statements

<PAGE>

Notes to financial statements - INVESCO Industrial
Income Fund, Inc.

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 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.
<PAGE>

B.  Repurchase  Agreements  -- Repurchase  agreements  held by the Fund are
fully collateralized by U.S. Government securities and such collateral is in the
possession of the Fund's custodian.  The collateral is evaluated daily to ensure
its market value exceeds the current market value of the  repurchase  agreements
including  accrued  interest.  In the  event of  default  on the  obligation  to
repurchase,  the Fund has the right to liquidate  the  collateral  and apply the
proceeds  in  satisfaction  of  the  obligation.  In the  event  of  default  or
bankruptcy by the other party to the agreement,  realization and/or retention of
the collateral or proceeds may be subject to legal proceedings.

C.  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.  Income and  expenses on
foreign  securities  are  translated  into  U.S.  dollars  at rates of  exchange
prevailing when accrued. 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 cost of
foreign  securities  is  translated  into U.S.  dollars at the rates of exchange
prevailing when such securities are acquired.

The Fund may have elements of risk due to  investments  in foreign  issuers
located  in a  specific  country.  Such  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.

D.  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.
<PAGE>


E.  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.

F.  Expenses  --  Under  an  agreement  between  the  Fund  and the  Fund's
Custodian,  agreed  upon  Custodian  Fees and  Expenses  are  reduced by credits
granted  by the  Custodian  from any  temporarily  uninvested  cash.  Similarly,
Custodian  Fees and  Expenses  are  reduced by  credits  earned by the Fund from
security brokerage transactions under a broker/service arrangement. Such credits
are  included  in  Fees  and  Expenses  Paid  Indirectly  in  the  Statement  of
Operations.

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:

                           AVERAGE NET ASSETS
- -------------------------------------------------------------------------------
     $0    $350 to   $700 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
- --------------------------------------------------------------------------------
  0.60%      0.55%           0.50%       0.45%       0.40%      0.375%*   0.35%*

*Efffective 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.

A plan of  distribution  pursuant  to Rule  12b-1 of the Act  provides  for
compensation of marketing and advertising  expenditures to INVESCO Distributors,
Inc.  ("IDI" or the  "Distributor"),  a wholly  owned  subsidiary  of IFG,  to a
maximum of 0.25% of annual average net assets. For the six months ended December
31,  1998,  the  Fund  paid  the  Distributor   $6,007,687  under  the  plan  of
distribution.

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.

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.

NOTE 3-- Purchases And Sales Of Investment  Securities.  For the six months
ended December 31, 1998, the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were $915,736,759 and $1,078,273,835, respectively.

For the six months ended December 31, 1998, the aggregate cost of purchases
and proceeds  from sales of U.S.  Government  securities  were  $28,281,406  and
$52,962,964, respectively.
<PAGE>

NOTE 4 -- Appreciation  And  Depreciation.  At December 31, 1998, the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to  $1,520,829,313  and the gross  depreciation  of securities in which
there was an excess of tax cost over value amounted to  $109,705,817,  resulting
in net appreciation of $1,411,123,496.

NOTE 5 -- Transactions With Affiliates.  Certain of the Fund's officers and
directors are also officers and directors of IFG or IDI.

The Fund has adopted an unfunded defined benefit 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 50% of the sum of the
retainer fee at the time of retirement plus the annual meeting fee.

Pension  expenses for the six months ended  December 31, 1998,  included in
Directors'  Fees and  Expenses in the  Statement  of  Operations  were  $60,747.
Unfunded accrued pension costs of $229,412 and pension liability of $552,573 are
included  in  Prepaid  Expenses  and  Accrued  Expenses,  respectively,  in  the
Statement of Assets and Liabilities.

The independent directors have contributed to a deferred compensation plan,
pursuant to which they have  deferred  receipt of a portion of the  compensation
which they would  otherwise  have been paid as  directors  of  selected  INVESCO
Funds.  The deferred  amounts are being invested in the shares of certain of the
INVESCO and Treasurer's Series Trust Funds.

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,
1998, there were no such borrowings.


<PAGE>

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

                                                  SIX MONTHS      
                                                       ENDED            
                                                 DECEMBER 31       YEAR ENDED JUNE 30
- -------------------------------------------------------------------------------
                                                        1998        1998       1997       1996       1995       1994
<S>                                            <C>               <C>        <C>         <C>        <C>        <C>
                                                   UNAUDITED
PER SHARE DATA
Net Asset Value -- Beginning 
 of Period                                            $16.18         $15.31     $ 13.21      $ 11.92      $ 11.32      $ 11.53
==============================================================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.19           0.38        0.35         0.41         0.42         0.36
Net Gains on Securities 
 (Both Realized and Unrealized)                         0.38           2.54        3.05         1.53         1.14         0.02
===============================================================================================================================
Total from Investment Operations                        0.57           2.92        3.40         1.94         1.56          0.38
===============================================================================================================================
LESS DISTRIBUTIONS
Dividends from Net Investment Income(a)                 0.18           0.38        0.35         0.41         0.42          0.36
In Excess of Net Investment Income                      0.00           0.00        0.00         0.00         0.00          0.11
Distributions from Capital Gains                        1.51           1.67        0.95         0.24         0.54          0.12
===============================================================================================================================
Total Distributions                                     1.69           2.05        1.30         0.65         0.96          0.59
==============================================================================================================================
Net Asset Value -- End of Period                      $15.06         $16.18      $15.31      $ 13.21      $ 11.92       $ 11.32
===============================================================================================================================

TOTAL RETURN                                           4.00%(b)      20.55%      27.33%       16.54%       14.79%        3.24%

RATIOS
Net Assets -- End of Period ($000 Omitted)        $4,901,933     $5,080,735  $4,574,675   $4,170,536   $4,009,609   $3,913,322
Ratio of Expenses to Average Net Assets(c)             0.46%(b)(d)    0.90%(d)    0.95%(d)     0.93%(d)     0.94%        0.92%
Ratio of Net Investment Income to Average
 Net Assets(c)                                         1.19%(b)       2.35%       2.54%        3.17%        3.61%        3.11%
Portfolio Turnover Rate                                  21%(b)         58%         47%          63%          54%          56%

(a)  Distributions  in excess of net investment  income for the year ended June
     30, 1998 aggregated less than $0.01 on a per share basis.
(b)  Based  on  operations  for  the  period  shown  and,  accordingly,  are not
     representative of a full year.
(c)  Various expenses of the Fund were  voluntarily  absorbed by IFG for the six
     months ended December  31,  1998 and 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  
     0.46% (not annualized), 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 
     1.19% (not annualized) 2.35%, 2.51%, 3.14%, 3.58% and 3.08%, respectively.
 (d) Ratio is based on Total  Expenses of the Fund,  less  Expenses  Absorbed by
     Investment Adviser, which is before any expense offset arrangements.
<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

                                 FAMILY OF FUNDS

                                                               Newspaper
Fund Name                     Fund Code  Ticker Symbol         Abbreviation
- -------------------------------------------------------------------------------
International
International Blue Chip            09          IIBCX            ItlBlChp
Iternational Growth                49          FSIGX            IntlGr
Emerging Markets                   43              *            *
Asian Growth                       41          IVAGX            AsianGr
Pacific Basin                      54          FPBSX            PcBas
European                           56          FEURX            Europ
European Small Company             37          IVECX            EuroSmCo
Latin American Growth              34          IVSLX            LatinAmGr
- -------------------------------------------------------------------------------
Sector
Energy                             50          FSTEX            Enrgy
Environmental Services             59          FSEVX            Envirn
Financial Services                 57          FSFSX            FinSvc
Gold                               51          FGLDX            Gold
Health Sciences                    52          FHLSX            HlthSc
Leisure                            53          FLISX            Leisur
Realty                             42          IVSRX            Realty
Technology-Class II                55          FTCHX            Tech
Utilities                          58          FSTUX            Util
Worldwide Capital Goods            38          ISWGX            WldCap
Worldwide Communications           39          ISWCX            WldCom
- -------------------------------------------------------------------------------
Stock
Growth & Income                    21          IVGIX            Gro&Inc
INVESCO Endeavor                   61          IVENX            Endeavor
Blue Chip Growth                   10          FLRFX            Grwth
Dynamics                           20          FIDYX            Dynm
Small Company Growth               60          FIEGX            SmCoGth
Value Equity                       46          FSEQX            ValEq
Small Company Value                74          IDSCX            SmCoVal
S&P 500 Index Fund Class II        23          ISPIX            SP500II
- -------------------------------------------------------------------------------
Combination
Industrial Income                  15          FIIIX            IndInc
Multi-Asset Allocation             70          IMAAX            MulAstAl
Total Return                       48          FSFLX            TotRtn
Balanced                           71          IMABX            Bal
- -------------------------------------------------------------------------------
Bond
Short-Term Bond                    33          INIBX            ShTrBd
Intermediate Government Bond       47          FIGBX            IntGov
U.S. Government Securities         32          FBDGX            USGvt
Select Income                      30          FBDSX            SelInc
High Yield                         31          FHYPX            HiYld
- -------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Intermediate Bond         36          IVTIX            *
Tax-Free Long-Term Bond            35          FTIFX            TxFre
- -------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund         44          FUGXX            InvGvtMF
Cash Reserves                      25          FDSXX            InvCshR
Tax-Free Money Fund                40          FFRXX            InvTaxFree

*Not yet available

For more information,  including  management fees, expenses and risks,  please  
call or write for a free prospectus.  Read it carefully before you invest or 
send money.

<PAGE>

INVESCO

YOU SHOULD
KNOW WHAT
INVESCO KNOWS

We're easy to stay in touch with:

Investor Services:  1-800-525-8085
PAL(R), your Personal Account Line:  1-800-424-8085
On the World Wide Web: 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

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

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



</TABLE>


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