INVESCO STRATEGIC PORTFOLIOS INC
497, 1995-04-28
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                               INVESCO STRATEGIC
                                PORTFOLIOS, INC.


                            Supplement to Prospectus
                            dated February 28, 1995


The section of the Fund's  Prospectus  entitled "The Fund and Its Management" is
amended to delete the fourth  paragraph of the section and add the following new
paragraphs in its place:

   Energy Portfolio
   Thomas R. Samuelson,  portfolio  manager of the Energy  Portfolio since 1995;
   portfolio manager of INVESCO Trust Company;  formerly,  associate director of
   Swiss Bank Capital  Markets  (1992 to 1995);  partner of Duff & Phelps,  Inc.
   (1985 to 1992);  M.B.A.,  University  of Tulsa;  B.S.,  University  of Tulsa;
   Chartered Financial Analyst.

   Gold and Technology Portfolios
   Daniel B. Leonard, portfolio manager of the Gold Portfolio since 1989 and the
   Technology  Portfolio since 1985; senior vice president (1991 to present) and
   vice president (1977 to 1983) of INVESCO Trust Company; formerly, senior vice
   president (1977 to 1983;  1985 to 1991) and portfolio  manager (1975 to 1983;
   1985  to  1991)  of  INVESCO  Funds  Group,  Inc.;  B.A.,  Washington  &  Lee
   University.

The date of this Supplement is April 28, 1995.

<PAGE>

PROSPECTUS
February 28, 1995

                      INVESCO STRATEGIC PORTFOLIOS, INC.

              No-load mutual funds seeking capital appreciation
               through investment in designated market sectors

      INVESCO STRATEGIC PORTFOLIOS,  INC. (the "Fund") is an open-end management
investment  company  consisting  of  eight  separate  portfolios,  each of which
represents a separate portfolio of investments.  Each Portfolio concentrates its
investments  in  securities  of companies  principally  engaged in the sector of
business  activity  designated  for  investment  by that  portfolio.  A separate
prospectus  is available  upon request  from INVESCO  Funds Group,  Inc. for the
Utilities  Portfolio.  This Prospectus  relates to shares of the following seven
portfolios (the "Portfolios"):

ENERGY Portfolio                    HEALTH SCIENCES Portfolio
ENVIRONMENTAL SERVICES Portfolio    LEISURE Portfolio
FINANCIAL SERVICES Portfolio        TECHNOLOGY Portfolio
GOLD Portfolio

      Additional portfolios may be offered in the future.

      This  Prospectus  provides you with the basic  information you should know
before investing in any of the Portfolios  described herein.  You should read it
and  keep  it for  future  reference.  A  Statement  of  Additional  Information
containing further information about the Fund has been filed with the Securities
and Exchange Commission. You can obtain a copy without charge by writing INVESCO
Funds Group, Inc., Post Office Box 173706,  Denver,  Colorado 80217-3706;  or by
calling 1-800-525-8085.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION,  NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.  SHARES OF THE FUND ARE NOT  DEPOSITS OR  OBLIGATIONS  OF, OR
GUARANTEED OR ENDORSED BY ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES OF
THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
                                  ----------

THE  STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  FEBRUARY 28, 1995, IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
<PAGE>
                              TABLE OF CONTENTS

                                                                          Page



ANNUAL FUND EXPENSES                                                         6
FINANCIAL HIGHLIGHTS                                                         9
PERFORMANCE DATA                                                            10
INVESTMENT OBJECTIVE AND  POLICIES                                          11
RISK  FACTORS                                                               18
THE  FUND AND ITS  MANAGEMENT                                               21
HOW  SHARES  CAN BE PURCHASED                                               25
SERVICES  PROVIDED  BY THE  FUND                                            27
HOW  TO  REDEEM  SHARES                                                     31
DIVIDENDS, CAPITAL GAIN AND TAXES                                           32


<PAGE>


ANNUAL FUND EXPENSES

      The Portfolios  whose shares are offered  through this  Prospectus are the
Energy,  Environmental  Services,  Financial  Services,  Gold,  Health Sciences,
Leisure, and Technology Portfolios. These Portfolios are 100% no-load; there are
no fees to  purchase,  exchange  or redeem  shares,  nor any  ongoing  marketing
("12b-1")  expenses.  Lower expenses benefit Fund shareholders by increasing the
Fund's total return.

Shareholder Transaction Expenses
Sales load "charge" on purchases                                  None
Sales load "charge" on reinvested dividends                       None
Redemption fees                                                   None
Exchange fees                                                     None

Annual Fund Operating Expenses
(as a percentage of average net assets)

      Energy Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses                                                    0.79%
  Transfer Agency Fee(1)                           0.52%
  General Services, Administrative
    Services, Registration, Postage (2)            0.27%
Total Portfolio Operating Expenses                                1.54%

      Environmental Services Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses (after absorbed expenses)(3)                       0.75%
  Transfer Agency Fee(1)                           0.59%
  General Services, Administrative
    Services, Registration, Postage (2)            0.16%
Total Portfolio Operating Expenses                                1.50%
  (after absorbed expenses)(3)

      Financial Services Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses                                                    0.57%
  Transfer Agency Fee(1)                           0.43%
  General Services, Administrative
    Services, Registration, Postage (2)            0.14%
Total Portfolio Operating Expenses                                1.32%



<PAGE>


      Gold Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses                                                    0.40%
  Transfer Agency Fee(1)                           0.26%
  General Services, Administrative
    Services, Registration, Postage (2)            0.14%
Total Portfolio Operating Expenses                                1.15%

      Health Sciences Portfolio
Management Fee                                                    0.72%
12b-1 Fees                                                        None
Other Expenses                                                    0.61%
  Transfer Agency Fee(1)                           0.48%
  General Services, Administrative
    Services, Registration, Postage (2)            0.13%
Total Portfolio Operating Expenses                                1.33%

      Leisure Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses                                                    0.51%
  Transfer Agency Fee(1)                           0.37%
  General Services, Administrative
    Services, Registration, Postage (2)            0.14%
Total Portfolio Operating Expenses                                1.26%

      Technology Portfolio
Management Fee                                                    0.75%
12b-1 Fees                                                        None
Other Expenses                                                    0.52%
  Transfer Agency Fee(1)                           0.38%
  General Services, Administrative
    Services, Registration, Postage (2)            0.14%
Total Portfolio Operating Expenses                                1.27%

      (1)  Assumes  that the  current  transfer  agency fee had been in effect
during the entire  fiscal year ended  October 31, 1994.  This fee is described
under "Additional Information - Transfer and Dividend Disbursing Agent."

      (2)  Includes,  but is not  limited to,  fees and  expenses of  directors,
custodian bank, legal counsel and independent accountants,  a securities pricing
service,  costs of  administrative  services  furnished under an  Administrative
Services Agreement,  costs of registration of Fund shares under applicable laws,
and costs of printing and distributing reports to shareholders.
<PAGE>

      (3) Certain  expenses of the  Environmental  Services  Portfolio are being
absorbed  voluntarily  by INVESCO Funds Group,  Inc. to ensure that expenses for
the Portfolio will not exceed 1.50% of the  Portfolio's  average net assets.  In
the  absence  of such  voluntary  expense  limitation,  the  Portfolio's  "Other
Expenses" and "Total Portfolio Operating Expenses" in the above table would have
been .87% and 1.62%, respectively,  of the Portfolio's average net assets, based
on the actual expenses for the fiscal year ended October 31, 1994.

Example

      A shareholder would pay the following  expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

                                        1 Year    3 Years    5 Years  10 Years
                                        ------    -------    -------  --------
Energy Portfolio                            $16       $49        $85      $185
Environmental Services
 Portfolio 15                                48        82        180
Financial Services
 Portfolio 14                                42        73        160
Gold Portfolio                               12        37         64       140
Health Sciences Portfolio                    14        42         73       161
Leisure Portfolio                            13        40         70       153
Technology Portfolio                         13        41         70       154

      The purpose of the foregoing table is to assist investors in understanding
the various  costs and expenses  that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and
Its Management.") The Fund charges no sales load, redemption fee or exchange fee
and bears no  distribution  expenses.  The Example  should not be  considered  a
representation of past or future expenses, and actual expenses may be greater or
less than those shown.  The assumed 5% annual return is hypothetical  and should
not be considered a representation  of past or future annual returns,  which may
be greater or less than the assumed amount.



<PAGE>


FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding throughout Each Period)

   The  following   information  has  been  audited  by  Price  Waterhouse  LLP,
independent accountants. This information should be read in conjunction with the
audited financial  statements and the Report of Independent  Accountants thereon
appearing in the Fund's 1994 annual report to shareholders  and in the Statement
of  Additional  Information,  both of which  are  available  without  charge  by
contacting  INVESCO  INVESCO  Strategic  Portfolios,  Inc.  at  the  address  or
telephone number shown on the cover of this Prospectus.



Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>

                                                         Year Ended October 31
                             ------------------------------------------------------------------------------------------------
                                 1994      1993      1992     1991      1990      1989      1988     1987      1986      1985
Energy Portfolio
<S>                           <C>       <C>       <C>      <C>       <C>        <C>       <C>     <C>        <C>       <C>

PER SHARE DATA
Net Asset Value -
   Beginning of Period         $11.53     $9.14    $11.28   $12.06    $11.68     $9.29     $8.22    $8.33     $8.29     $7.49
                             ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income            0.06      0.13      0.05     0.09      0.16      0.20      0.11     0.11      0.14      0.15
Net Gains or (Losses) on
   Securities(Both Realized
   and Unrealized)             (0.76)      2.36    (2.17)   (0.76)      0.33      2.43      1.24     0.42      0.21      0.81
                             ------------------------------------------------------------------------------------------------
Total from Investment 
   Operations                  (0.70)      2.49    (2.12)   (0.67)      0.49      2.63      1.35     0.53      0.35      0.96
                             ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income             0.06      0.10      0.02     0.11      0.11      0.24      0.17     0.11      0.14      0.16
Distributions from
   Capital Gains                 0.00      0.00      0.00     0.00      0.00      0.00      0.11     0.53      0.17      0.00
                             ------------------------------------------------------------------------------------------------
Total Distributions              0.06      0.10      0.02     0.11      0.11      0.24      0.28     0.64      0.31      0.16
                             ------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period               $10.77    $11.53     $9.14   $11.28    $12.06    $11.68     $9.29    $8.22     $8.33     $8.29
                             ================================================================================================

TOTAL RETURN                  (6.04%)    27.18%  (18.74%)  (5.55%)     4.18%    28.32%    16.77%    6.31%     4.19%    13.66%

RATIOS
Net Assets - End of Period
   ($000 Omitted)             $73,767   $50,272   $17,048  $12,130   $19,476    $8,617    $5,831  $12,023    $1,693      $484
Ratio of Expenses to
   Average Net Assets           1.35%     1.18%     1.73%    1.69%     1.42%     1.75%     1.90%    1.30%     1.50%     1.50%
Ratio of Net Investment
   Income to Average
   Net Assets                   0.65%     0.86%     0.32%    0.83%     1.04%     1.73%     0.99%    1.32%     2.85%     2.34%
Portfolio Turnover Rate          123%      190%      370%     337%      321%      109%      177%     452%      629%      235%
INVESCO Strategic Portfolios, Inc.


<PAGE>

Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                                                                                       Period
                                                                                                                        Ended
                                                                        Year Ended October 31                      October 31
                                                               --------------------------------------------------------------
                                                                   1994~             1993~              1992            1991+
Environmental Services Portfolio

PER SHARE DATA
Net Asset Value - Beginning of Period                              $6.80             $7.54             $8.97            $8.00
                                                               --------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                                        0.06            (0.02)            (0.04)           (0.07)
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                                 (0.30)            (0.72)            (1.39)             1.04
                                                               --------------------------------------------------------------
Total from Investment Operations                                  (0.24)            (0.74)            (1.43)             0.97
                                                               --------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                                0.06              0.00              0.00             0.00
                                                               --------------------------------------------------------------
Net Asset Value - End of Period                                    $6.50             $6.80             $7.54            $8.97
                                                               ==============================================================

TOTAL RETURN                                                     (3.51%)           (9.85%)          (15.90%)          12.11%@

RATIOS
Net Assets - End of Period ($000 Omitted)                        $29,276           $40,589           $17,685           $8,001
Ratio of Expenses to Average Net Assets#                           1.29%             1.62%             1.85%           2.50%*
Ratio of Net Investment Income (Loss)
   to Average Net Assets#                                          0.61%           (0.40%)           (1.23%)         (1.81%)*
Portfolio Turnover Rate                                             211%              155%              113%             69%@
<FN>
+ From January 2, 1991, commencement of operations, to October 31, 1991.

~ The per share information was computed based on weighted average shares.

@ These amounts are based on operations  for the period shown and,  accordingly,
are not representative of a full year.

# Various  expenses of the Portfolio  were  voluntarily  absorbed by IFG for the
year ended October 31, 1994. If such expenses had not been voluntarily absorbed,
ratio of expenses  to average net assets  would have been 1.43% and ratio of net
investment income to average net assets would have been 0.47%.

* Annualized
</FN>


<PAGE>

INVESCO Strategic Portfolios, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                                                                                       Period
                                                                                                                        Ended
                                                                                                                      October
                                                                  Year Ended October 31                                    31
                                       --------------------------------------------------------------------------------------
                                           1994      1993     1992      1991      1990      1989     1988      1987     1986+

Financial Services Portfolio

PER SHARE DATA
Net Asset Value -
   Beginning of Period                   $20.28    $15.28   $14.67     $7.19     $9.05     $7.55    $6.37     $7.74     $8.00
                                       --------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income (Loss)               0.29      0.24     0.20      0.10    (0.01)      0.10     0.12      0.07      0.02
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                       (0.66)      5.00     1.52      7.56    (1.82)      2.30     1.19    (1.26)    (0.26)
                                       --------------------------------------------------------------------------------------
Total from Investment
   Operations                            (0.37)      5.24     1.72      7.66    (1.83)      2.40     1.31    (1.19)    (0.24)
                                       --------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                       0.29      0.24     0.20      0.08      0.01      0.09     0.13      0.06      0.02
Distributions from
   Capital Gains                           4.31      0.00     0.91      0.10      0.02      0.81     0.00      0.12      0.00
                                       --------------------------------------------------------------------------------------
Total Distributions                        4.60      0.24     1.11      0.18      0.03      0.90     0.13      0.18      0.02
                                       --------------------------------------------------------------------------------------
Net Asset Value -
   End of Period                         $15.31    $20.28   $15.28    $14.67     $7.19     $9.05    $7.55     $6.37     $7.74
                                       ======================================================================================

TOTAL RETURN                            (2.24%)    34.33%   11.74%   106.63%  (20.25%)    31.66%   20.69%  (15.37%)  (2.96%)@

RATIOS
Net Assets - End of Period
   ($000 Omitted)                      $266,170  $384,131 $189,708   $95,144    $1,315    $2,208   $2,322    $1,194      $543
Ratio of Expenses to
   Average Net Assets                     1.18%     1.03%    1.07%     1.13%     2.50%     2.50%    1.95%     1.50%    1.50%*
Ratio of Net Investment
   Income (Loss) to Average
   Net Assets                             1.66%     1.16%    1.28%     1.76%   (0.16%)     1.05%    1.71%     1.18%    1.15%*
Portfolio Turnover Rate                     88%      236%     208%      249%      528%      217%     175%      284%      76%@
<FN>

+ From June 2, 1986, commencement of operations, to October 31, 1986.

@ These amounts are based on operations  for the period shown and,  accordingly,
are not representative of a full year.

* Annualized

</FN>

<PAGE>

INVESCO Strategic Portfolios, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                         Year Ended October 31
                             ------------------------------------------------------------------------------------------------
                                 1994     1993~      1992     1991      1990      1989      1988     1987     1986       1985

Gold Portfolio

PER SHARE DATA
Net Asset Value -
   Beginning of Period          $6.23     $3.99     $4.26    $4.29     $5.29     $5.03     $5.60    $5.08    $3.99      $4.91
                             ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)                      (0.02)    (0.01)    (0.01)   (0.01)      0.01      0.03      0.03     0.06     0.08       0.10
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)             (0.53)      2.25    (0.26)   (0.02)    (1.00)      0.28    (0.58)     0.57     1.13     (0.91)
                             ------------------------------------------------------------------------------------------------
Total from Investment
   Operations                  (0.55)      2.24    (0.27)   (0.03)    (0.99)      0.31    (0.55)     0.63     1.21     (0.81)
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income             0.00      0.00      0.00     0.00      0.01      0.05      0.02     0.06     0.08       0.11
Distributions from
   Capital Gains                 0.00      0.00      0.00     0.00      0.00      0.00      0.00     0.05     0.04       0.00
                             ------------------------------------------------------------------------------------------------
Total Distributions              0.00      0.00      0.00     0.00      0.01      0.05      0.02     0.11     0.12       0.11
                             ------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period                $5.68     $6.23     $3.99    $4.26     $4.29     $5.29     $5.03    $5.60    $5.08      $3.99
                             ================================================================================================

TOTAL RETURN                  (8.83%)    56.27%   (6.51%)  (0.51%)  (18.70%)     6.13%   (9.84%)   12.43%   30.30%   (16.53%)

RATIOS
Net Assets - End of Period
   ($000 Omitted)            $271,163  $292,940   $46,212  $46,383   $35,757   $34,255   $32,481  $37,853   $5,151     $2,356
Ratio of Expenses to
   Average Net Assets           1.07%     1.03%     1.41%    1.47%     1.32%     1.63%     1.58%    1.15%    1.50%      1.50%
Ratio of Net Investment
   Income (Loss) to
   Average Net Assets         (0.32%)   (0.21%)   (0.23%)  (0.25%)     0.26%     0.69%     0.62%    0.98%    2.35%      2.72%
Portfolio Turnover Rate           97%      142%      101%      43%      107%       77%       47%     124%     232%        46%
<FN>

~ The per share information was computed based on weighted average shares.

</FN>

<PAGE>

INVESCO Strategic Portfolios, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                         Year Ended October 31
                             ------------------------------------------------------------------------------------------------
                                 1994      1993      1992     1991      1990      1989      1988     1987      1986      1985

Health Sciences Portfolio

PER SHARE DATA
Net Asset Value -
   Beginning of Period         $33.49    $35.65    $40.60   $20.61    $19.49    $14.29    $11.69   $12.78     $9.75     $8.13
                             ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)                      (0.24)    (0.13)      0.11     0.14      0.21      0.15    (0.09)   (0.01)    (0.03)      0.01
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)               1.84    (2.02)    (4.52)    23.45      1.32      7.06      2.72   (0.18)      4.42      1.62
                             ------------------------------------------------------------------------------------------------
Total from Investment
   Operations                    1.60    (2.15)    (4.41)    23.59      1.53      7.21      2.63   (0.19)      4.39      1.63
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income             0.00      0.01      0.10     0.12      0.20      0.06      0.00     0.00      0.00      0.01
Distributions from
   Capital Gains+                0.00      0.00      0.44     3.48      0.21      1.95      0.03     0.90      1.36      0.00
                             ------------------------------------------------------------------------------------------------
Total Distributions              0.00      0.01      0.54     3.60      0.41      2.01      0.03     0.90      1.36      0.01
                             ------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period               $35.09    $33.49    $35.65   $40.60    $20.61    $19.49    $14.29   $11.69    $12.78     $9.75
                             ================================================================================================

TOTAL RETURN                    4.78%   (6.01%)  (10.86%)  114.54%     7.85%    50.47%    22.56%  (1.50%)    45.01%    20.03%

RATIOS
Net Assets - End of Period
   ($000 Omitted)            $473,926  $560,294  $756,791 $744,927   $88,150   $26,765   $10,027  $10,405    $4,099    $1,363
Ratio of Expenses to
   Average Net Assets           1.19%     1.16%     1.00%    1.03%     1.12%     1.42%     1.65%    1.42%     1.50%     1.50%
Ratio of Net Investment
   Income (Loss) to
   Average Net Assets         (0.57%)   (0.34%)     0.26%    0.55%     1.18%     0.79%   (0.48%)  (0.17%)   (0.28%)     0.19%
Portfolio Turnover Rate           80%       87%       91%     100%      242%      272%      280%     364%      479%      203%
<FN>

+ On October 31, 1993,  Health  Sciences  declared a Capital Gains  distribution
which <%2>aggregated less that $0.01 on a per share basis.
</FN>


<PAGE>

INVESCO Strategic Portfolios, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                         Year Ended October 31
                             ------------------------------------------------------------------------------------------------
                                 1994     1993~      1992     1991      1990      1989      1988     1987      1986      1985

Leisure Portfolio

PER SHARE DATA
Net Asset Value -
   Beginning of Period         $25.47    $16.29    $14.85   $10.14    $14.53    $11.99     $9.00   $11.38    $10.03     $8.47
                             ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)                      (0.01)    (0.02)    (0.01)   (0.01)      0.01      0.22      0.04   (0.05)    (0.01)      0.04
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)             (0.94)      9.20      2.44     6.84    (3.69)      4.52      2.95   (0.90)      4.13      1.56
                             ------------------------------------------------------------------------------------------------
Total from Investment
   Operations                  (0.95)      9.18      2.43     6.83    (3.68)      4.74      2.99   (0.95)      4.12      1.60
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income             0.00      0.00      0.00     0.00      0.03      0.21      0.00     0.00      0.00      0.04
Distributions from
   Capital Gains                 1.89      0.00      0.99     2.12      0.68      1.99      0.00     1.43      2.77      0.00
                             ------------------------------------------------------------------------------------------------
Total Distributions              1.89      0.00      0.99     2.12      0.71      2.20      0.00     1.43      2.77      0.04
                             ------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period               $22.63    $25.47    $16.29   $14.85    $10.14    $14.53    $11.99    $9.00    $11.38    $10.03
                             ================================================================================================

TOTAL RETURN                  (3.92%)    56.36%    16.34%   67.40%  (25.33%)    39.58%    33.21%  (8.38%)    41.08%    18.90%

RATIOS
Net Assets - End of Period
   ($000 Omitted)            $282,649  $351,685   $40,140  $14,406    $5,064   $12,569    $5,624   $2,721    $2,804    $1,209
Ratio of Expenses to
   Average Net Assets           1.17%     1.14%     1.51%    1.86%     1.84%     1.38%     1.89%    1.50%     1.50%     1.50%
Ratio of Net Investment
   Income (Loss) to
   Average Net Assets           0.00%   (0.11%)   (0.33%)  (0.24%)     0.10%     1.44%     0.16%  (0.37%)   (0.11%)     0.57%
Portfolio Turnover Rate          116%      116%      148%     122%       89%      119%      136%     376%      458%      160%
<FN>

~ The per share information was computed based on weighted average shares.

</FN>

<PAGE>

INVESCO Strategic Portfolios, Inc.
Financial Highlights (Continued)
(For a Fund Share Outstanding throughout Each Period)

                                                         Year Ended October 31
                             ------------------------------------------------------------------------------------------------
                                 1994      1993     1992~    1991~     1990~      1989      1988     1987      1986      1985

Technology Portfolio

PER SHARE DATA
Net Asset Value -
   Beginning of Period         $26.99    $20.20    $18.10   $11.61    $12.66    $10.11     $8.49    $9.29     $7.59     $7.11
                             --------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income
   (Loss)                      (0.02)    (0.15)    (0.09)   (0.09)    (0.01)    (0.29)    (0.29)   (0.11)    (0.05)      0.00
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)               1.19      6.94      2.19    10.97    (1.04)      2.84      1.91   (0.68)      2.82      0.48
                             ------------------------------------------------------------------------------------------------
Total from Investment
   Operations                    1.17      6.79      2.10    10.88    (1.05)      2.55      1.62   (0.79)      2.77      0.48
                             ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Distributions from
   Capital Gains                 3.22      0.00      0.00     4.39      0.00      0.00      0.00     0.01      1.07      0.00
                             ------------------------------------------------------------------------------------------------
Net Asset Value -
   End of Period               $24.94    $26.99    $20.20   $18.10    $11.61    $12.66    $10.11    $8.49     $9.29     $7.59
                             ================================================================================================

TOTAL RETURN                    5.04%    33.63%    11.57%   93.73%   (8.28%)    25.24%    19.02%  (8.54%)    36.55%     6.71%

RATIOS
Net Assets - End of Period
   ($000 Omitted)            $327,260  $248,803  $165,083  $63,119   $20,190    $8,525    $9,652   $9,289    $4,696    $2,543
Ratio of Expenses to
   Average Net Assets           1.17%     1.13%     1.12%    1.19%     1.25%     1.59%     1.72%    1.47%     1.50%     1.50%
Ratio of Net Investment
   Income (Loss) to
   Average Net Assets         (0.55%)   (0.69%)   (0.45%)  (0.53%)   (0.06%)   (0.62%)   (0.90%)  (0.68%)   (0.71%)     0.03%
Portfolio Turnover Rate          145%      184%      169%     307%      345%      259%     356%#     556%      368%      175%
<FN>

~ The per share information was computed based on weighted average shares.

# For the year ended  October  31,  1988,  the value of  securities  acquired in
connection with the  acquisition of the net assets of World of Technology,  Inc.
was excluded when computing the Portfolio turnover rate.
</FN>
</TABLE>



      Further  information  about the performance of the Portfolios is contained
in the Fund's  annual  report to  shareholders,  which may be  obtained  without
charge by writing INVESCO Funds Group, Inc., P.O. Box 173706,  Denver,  Colorado
80217-3706; or by calling 1-800-525-8085.



<PAGE>


PERFORMANCE DATA

      From  time  to  time,   the  Portfolios   advertise   their  total  return
performance.  Performance  figures are based upon historical  investment results
and are not intended to indicate  future  performance.  The "total  return" of a
Portfolio  refers to the average  annual rate of return of an  investment in the
Portfolio. This figure is computed by calculating the percentage change in value
of an investment of $1,000,  assuming  reinvestment of all income  dividends and
capital gain  distributions,  to the end of a specified  period.  Periods of one
year,  five  years  and ten years (or the life of the  Portfolio,  whichever  is
longer) are used.

      Statements of the  Portfolios'  total return  performance are based upon a
Portfolio's investment results during a specified period. Thus, any given report
of total return performance should not be considered as representative of future
performance.  These Portfolios charge no sales load, redemption fee, or exchange
fee which would affect the total return computation.

      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Portfolios,  comparative data between the Fund's performance for
a given period and recognized indices of investment results for the same period,
and/or  assessments  of the quality of shareholder  service,  may be provided to
shareholders.  Such  indices  include  indices  provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services,  Inc., Lehman Brothers,  National
Association of Securities Dealers Automated  Quotations,  Frank Russell Company,
Value Line  Investment  Survey,  the American  Stock  Exchange,  Morgan  Stanley
Capital International, Wilshire Associates, the Financial Times--Stock Exchange,
the New  York  Stock  Exchange,  the  Nikkei  Stock  Average  and  the  Deutcher
Aktienindex,  all  of  which  are  unmanaged  market  indicators.  In  addition,
rankings,  ratings, and comparisons of investment performance and/or assessments
of the quality of shareholder  service  appearing in publications such as Money,
Forbes,  Kiplinger's  Personal Finance,  Morningstar,  and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.;  or  (iii)  by  other  recognized  analytical  services,  may be  used  in
advertising.  The Lipper  Analytical  Services,  Inc.  mutual fund  rankings and
comparisons,  which may be used by the Fund's Portfolios in performance reports,
will be drawn from the  following  specific  Lipper  mutual fund  groupings,  in
addition to the broad-based Lipper general fund groupings:

Portfolio                     Lipper Mutual Fund Grouping
- -Energy                       Natural Resources Funds
- -Environmental Services       Environmental Funds
- -Financial Services           Financial Services Funds
- -Gold                         Gold Oriented Funds
- -Health Sciences              Health/Biotechnology Funds
- -Leisure                      Specialty/Miscellaneous Funds
- -Technology                   Science & Technology Funds
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

      The Fund  consists  of eight  separate  Portfolios  of  investments,  each
represented  by a different  class of the Fund's common stock.  This  Prospectus
relates to the above seven Portfolios of the Fund; a separate Prospectus for the
Utilities Portfolio is available.  The investment objective of each of the seven
Portfolios  of the Fund  offered  through  this  Prospectus  is to seek  capital
appreciation.  Each  Portfolio  invests  primarily  in  securities  of companies
principally engaged in the sector of business activity designated for investment
by that Portfolio,  which may be either established,  well-capitalized companies
or newly-formed,  small-cap companies.  Under normal conditions,  each Portfolio
will invest at least 80% of its total  assets in the equity  securities  (common
stocks and securities convertible into common stocks, including convertible debt
obligations  and  convertible  preferred  stock)  of such  companies  traded  on
regional  or national  stock  exchanges  or on the  over-the-counter  market.  A
particular  company  will be  deemed  to be  principally  engaged  in the  field
designated  for  investment  by a  Portfolio  if,  in the  determination  of the
investment  adviser or sub-adviser  (collectively,  "Fund  Management")  to that
Portfolio,  more than 50% of its  gross  income  or net  sales is  derived  from
activities  in such field or more than 50% of its assets  are  dedicated  to the
production  of  revenues  from such  field.  In  circumstances  where,  based on
available financial  information,  a question exists whether a company meets one
of these  standards,  the  Portfolio  may  invest in equity  securities  of such
company only if the investment adviser  determines,  after review of information
describing the company and its business  activities,  that the company's primary
business is within the field  designated  for investment by that  Portfolio,  as
such field is described  below.  Each of the  Portfolios,  except the Technology
Portfolio,  will concentrate its investments (i.e.,  invest more than 25% of its
total  assets) in the group of  industries  constituting  the sector of business
activity  designated for investment by that Portfolio in this  Prospectus.  Only
the Technology Portfolio may not invest more than 25% of its total assets in the
securities of issuers in any one industry within the sector of business activity
designated for investment by that Portfolio.
<PAGE>

      The  balance  of  each  Portfolio's  total  assets  may be held as cash or
invested in debt or equity securities issued by companies outside the investment
sector in which at least 80% of each Portfolio's total assets is invested, or in
short-term  debt  obligations  maturing  no later than one year from the date of
purchase,  which  are  determined  by each  Portfolio's  investment  adviser  or
sub-adviser  to  be  of  high  grade,   including  U.S.  government  and  agency
securities, domestic bank certificates of deposit, commercial paper rated A-2 or
higher by Standard & Poor's Ratings Group or P-2 or higher by Moody's  Investors
Services,  Inc., and repurchase  agreements  with banks and securities  dealers.
Such equity  securities  may be issued by either  established,  well-capitalized
companies or newly-formed, small-cap companies, and may be traded on national or
regional  stock  exchanges or in the  over-the-counter  market.  In addition,  a
Portfolio  may hold  cash or invest  temporarily  in the  short-term  securities
described  above in an amount  exceeding  20% of its total assets as a temporary
defensive measure if its investment  adviser or sub-adviser  determines it to be
appropriate for purposes of enhancing  liquidity or preserving  capital in light
of prevailing market or economic conditions. While a Portfolio is in a defensive
position,  the opportunity to achieve capital growth will be limited and, to the
extent that this  assessment of market  conditions  is incorrect,  the Portfolio
will be foregoing the opportunity to benefit from capital growth  resulting from
increases in the value of equity investments.

      The  investment  objective of a Portfolio and its  investment  policies as
described above and supplemented below are deemed to be fundamental policies and
thus may not be changed  without prior  approval by the holders of a majority of
the  outstanding  voting  securities  of  such  Portfolio,  as  defined  in  the
Investment  Company Act of 1940. In addition,  a Portfolio is subject to certain
investment  restrictions  which are set  forth in the  Statement  of  Additional
Information  and which may not be altered  without  approval of the  Portfolio's
shareholders.  One of those  restrictions  limits each Portfolio's  borrowing of
money to borrowings from banks for temporary or emergency  purposes (but not for
investment) in an amount not to exceed 10% of net assets.

Foreign Securities

      The Gold and  Environmental  Services  Portfolios  may  invest in  foreign
securities  without  limitation  on the  percentage  of  assets  which may be so
invested.  Each of the other  Portfolios  (Energy,  Financial  Services,  Health
Sciences,  Leisure  and  Technology)  may invest up to 25% of its total  assets,
measured at the time of purchase, directly in foreign securities.  Securities of
Canadian  issuers  and  securities  purchased  by means of  American  Depository
Receipts  ("ADRs") are not subject to this 25%  limitation.  ADRs are  receipts,
typically  issued by a U.S. bank or trust company,  evidencing  ownership of the
underlying foreign securities. ADRs are denominated in U.S. dollars and trade in
the U.S. securities  markets.  Investments in foreign securities involve certain
risks which are discussed below under "Risk Factors."
<PAGE>

Repurchase Agreements

      Investments in short-term  securities may include  repurchase  agreements.
The  Portfolios  may enter  into  repurchase  agreements  with  respect  to debt
instruments  eligible for  investment by the  Portfolios.  These  agreements are
entered  into  with  member  banks of the  Federal  Reserve  System,  registered
broker-dealers,  and registered government securities dealers,  which are deemed
creditworthy.  A repurchase agreement is a means of investing monies for a short
period.  In a  repurchase  agreement,  which may be  considered a loan under the
Investment  Company  Act  of  1940,  a  Portfolio  acquires  a  debt  instrument
(generally a security  issued by the U.S.  government  or an agency  thereof,  a
banker's  acceptance,  or a  certificate  of  deposit)  subject to resale to the
seller at an agreed upon price and date  (normally,  the next business  day). In
the event that the original  seller defaults on its obligation to repurchase the
security,  a  Portfolio  could  incur  costs or delays in  seeking  to sell such
security.  To minimize risk, the securities underlying each repurchase agreement
will be maintained with the Fund's  custodian in an amount at least equal to the
repurchase  price under the agreement  (including  accrued  interest),  and such
agreements will be effected only with parties that meet certain creditworthiness
standards  established  by the Fund's board of directors.  A Portfolio  will not
enter  into a  repurchase  agreement  maturing  in more than  seven days if as a
result  more than 10% of its net assets  would be  invested  in such  repurchase
agreements and other illiquid securities.  The Fund has not adopted any limit on
the amount of its net  assets  that may be  invested  in  repurchase  agreements
maturing in seven days or less.

Securities Lending

      The  Portfolios  also may lend  their  securities  to  qualified  brokers,
dealers,  banks,  or other  financial  institutions.  This practice  permits the
Portfolios  to earn  income,  which,  in turn,  can be  invested  in  additional
securities  of  the  type  described  in  this  prospectus  in  pursuit  of  the
Portfolios' investment objectives. Loans of securities by the Portfolios will be
collateralized by cash, letters of credit, or securities issued or guaranteed by
the U.S. government or its agencies equal to at least 100% of the current market
value of the loaned securities,  determined on a daily basis. Lending securities
involves  certain  risks,  the most  significant  of  which  is the risk  that a
borrower may fail to return a portfolio  security.  The  Portfolios  monitor the
creditworthiness  of borrowers in order to minimize such risks.  The  Portfolios
will not lend any security if, as a result of such loan, the aggregate  value of
securities  then on loan would exceed 33-1/3% of a Portfolio's net assets (taken
at market value).

      A shareholder may invest in one or more of the following Portfolios:

<PAGE>
ENERGY Portfolio

      The assets of the Energy  Portfolio  are invested  primarily in the equity
securities of companies principally engaged in energy industries.  These include
companies  engaged  in  the  exploration  for,  or  development,  production  or
distribution  of,  known  sources  of energy  such as oil,  natural  gas,  coal,
uranium,  geothermal  or  solar  or  nuclear  power,  as  well  as  those  which
participate  in the  exploration  for and  development of new sources of energy;
companies which provide  transportation,  distribution,  or processing  services
such as refining and pipeline  services or provide related  services or supplies
such as  drilling,  well  servicing,  chemicals,  or parts  and  equipment;  and
companies   which  engage  in  research  or  development   of   energy-efficient
technologies such as systems for energy conversion,  conservation, and pollution
control.   The   Portfolio   may   invest   in  equity   securities   of  large,
well-capitalized  companies  in the energy  field,  as well as in  comparatively
small   companies,   the   equity   securities   of  which  are  traded  in  the
over-the-counter  market.  The market  prices of  securities of companies in the
energy  sector may be adversely  affected by the  imposition by federal or state
governmental  authorities of additional  requirements  or changes in regulations
governing energy production, distribution and sale.

ENVIRONMENTAL SERVICES Portfolio

      The assets of the Environmental  Services Portfolio are invested primarily
in  the  equity  securities  of  companies  principally  engaged  in  the  waste
management,  pollution  control and similar  industries  offering  products  and
services  related to  environmental  concerns  in the United  States and foreign
countries.  In determining whether a company is deemed to be principally engaged
in the field of environmental  services,  the Portfolio's  investment adviser or
sub-adviser  applies the test set forth in the first  paragraph of this section.
Included  within the  industries in which the Portfolio may invest are companies
involved  in such  environmental  service-related  areas as solid and  hazardous
waste treatment and disposal, remedial services, asbestos abatement, groundwater
and  underground  storage  tank   decontamination,   industrial  tank  cleaning,
landfills,  recycling, air filtration and monitoring,  leak detection,  waterway
cleanups, pollution reduction projects and systems,  environmental insurance and
surety bonding,  incineration,  acid rain, nuclear waste handling and reduction,
medical waste disposal, waste-to-energy, the production of safety and protection
equipment for environmental workers,  waste transportation,  alternative energy,
specialty  environmental  services,  and  the  production  of  biodegradable  or
otherwise  environmentally  safe products and technologies  related to pollution
control.

<PAGE>
FINANCIAL SERVICES Portfolio

      The assets of the Financial  Services  Portfolio are invested primarily in
the equity securities of companies  principally engaged in industries  involving
financial  services.  Such companies  include  commercial and industrial  banks,
savings  and loan  associations,  consumer  and  industrial  finance  companies,
leasing  companies,   securities  brokerage  companies,  and  various  kinds  of
insurance companies.

      Banks,  savings and loan associations,  finance  companies,  and insurance
companies are subject to extensive  governmental  regulation,  which may undergo
frequent  changes.  The  profitability of these businesses is largely  dependent
upon the availability and cost of capital funds and may fluctuate  significantly
in response to  volatility  in interest  rate  levels,  as well as to changes in
general  economic  conditions.  From time to time,  severe  competition may also
affect the profitability of insurance companies.

GOLD Portfolio

      The assets of the Gold  Portfolio  are  invested  primarily  in the equity
securities  of companies  which are  principally  engaged in the  industries  of
mining,  exploring,  processing,  or dealing or investing in gold.  Because such
companies are frequently  located outside of the United States, all or a portion
of the Gold  Portfolio's  assets may be  invested  in the equity  securities  of
foreign companies. Many of the securities of foreign companies in which the Gold
Portfolio invests are traded in the United States. When not traded in the United
States, such securities typically will be listed on the principal stock exchange
in the foreign country where traded.  See "Risk Factors" for a discussion of the
risks associated with such securities.

      The market prices of  securities of companies in which the Gold  Portfolio
will primarily invest are likely to be affected by the price of gold.  Investors
should be aware, in this regard, that in recent years the price of gold has been
subject to substantial  price  fluctuations and may be affected by unpredictable
international  monetary and political policies such as currency  devaluations or
revaluations,   economic   conditions  within  an  individual   country,   trade
imbalances,  or trade or currency restrictions between countries.  Moreover, the
two largest  producers  of gold bullion are the Republic of South Africa and the
Commonwealth  of  Independent  States  (the  former  Soviet  Union).  Changes in
political and economic conditions affecting either country or its government may
have direct impact on that  country's  sale of gold,  which in turn could affect
the price of gold. Due to the foregoing  factors,  the value of an investment in
the Gold  Portfolio  may  increase or decrease  rapidly  over  relatively  short
periods of time.

<PAGE>
      In addition to  investing,  under normal  conditions,  at least 80% of its
total assets in the equity securities of companies in the gold industries listed
above,  the Gold Portfolio may invest up to 10% of its remaining total assets in
gold bullion. Unlike investments, such as savings deposits and stocks and bonds,
which may produce  interest or dividend  income,  gold  bullion  earns no income
return. Appreciation in the market price of gold is the sole manner in which the
Gold  Portfolio will be able to realize gains on its investment in gold bullion.
Furthermore,  the Gold Portfolio may encounter  storage and transaction costs in
connection  with its  ownership of gold  bullion  which may be higher than those
attendant to the purchase,  holding and disposition of more traditional types of
investments. The price of gold bullion has been subject to dramatic downward and
upward  price  movements  over  short  periods  of time and may be  affected  by
unpredictable  international  monetary and political policies,  such as currency
devaluations or revaluations,  economic conditions within an individual country,
trade  imbalances,  or trade or currency  restrictions  between  countries.  The
investment adviser or sub-adviser of the Gold Portfolio intends to purchase gold
bullion  only in a form that is readily  marketable,  and also  intends that the
bullion will be delivered to and stored with a qualified U.S. bank.

HEALTH SCIENCES Portfolio

      The assets of the Health Sciences  Portfolio are invested primarily in the
equity  securities  of  companies   principally   engaged  in  the  development,
production,  or  distribution  of  products  or  services  related to the health
sciences.  The health  sciences sector  includes the following  industries:  the
manufacture  or sale of medical  equipment  or  supplies;  pharmaceuticals;  the
operation  of  health  care  facilities,   including  hospitals,  clinical  test
laboratories,  and  convalescent  care  facilities;  and  applied  research  and
development of new products or processes related to health sciences.

      A significant portion of the activities of companies engaged in the health
sciences  sector are funded or  subsidized by the federal  government  and state
governments.  Discontinuance  of  such  subsidies  could  adversely  affect  the
profitability of such companies.  Moreover,  many health sciences  companies are
subject to government  regulation over their products and services. As a result,
the  profitability  of health sciences  companies may be influenced to a greater
degree than other sectors of the economy by governmental  policy and regulation.
In addition,  in view of the continuing  scientific and  technological  advances
being made in the health sciences field,  investors should be aware that many of
the products and services offered by health sciences companies may be subject to
risk of rapid  obsolescence.  This means that the value of an  investment in the
Health Sciences  Portfolio may fluctuate  significantly  over  relatively  short
periods of time.

<PAGE>
LEISURE Portfolio

      The assets of the Leisure  Portfolio are invested  primarily in the equity
securities  of  companies  principally  engaged in the  design,  production,  or
distribution of products or services related to the  leisure-time  activities of
individuals.  Companies  in  leisure  industries  include  those  engaged in the
design,  production,  or distribution of sporting goods, recreational equipment,
toys, games (including video and other electronic games), photographic equipment
and  supplies,   musical  instruments,   and  recordings;   motion  picture  and
broadcasting companies (including cable television companies); companies engaged
in furnishing  domestic and foreign  transportation by air; companies engaged in
operating hotels or motels, sports arenas, gambling casinos,  amusement or theme
parks, or restaurants. Since these companies may derive a significant portion of
their  revenues  from the  discretionary  spending of  individuals,  they may be
adversely  affected by economic  downturns  which  reduce the amount of personal
income available for  non-essential  items.  Securities of companies  engaged in
operating gambling casinos may be subject to above-average  price volatility and
may be  considered  speculative.  In addition,  many of the products  offered by
companies  engaged  in the  design,  production,  or  distribution  of video and
electronic  games are  subject to risks of rapid  obsolescence.  Therefore,  the
market  prices of securities  of such  companies  may be subject to  significant
fluctuations in value.

TECHNOLOGY Portfolio

      The assets of the  Technology  Portfolio  are  invested  primarily  in the
equity securities of companies  principally  engaged in the field of technology.
In  determining  whether a company  is deemed to be  principally  engaged in the
field of technology,  the Portfolio's  investment adviser or sub-adviser applies
the test set forth in the first  paragraph of this section.  Included within the
range of companies in which the  Portfolio  may invest are those engaged in such
technology-related industries as computers, communications,  video, electronics,
oceanography,  office and factory automation, and robotics. Many of the products
offered by  technology  companies  are  subject to risks of rapid  obsolescence.
Therefore,  the market prices of securities of such  companies may be subject to
significant fluctuations in value.

RISK FACTORS

      Investors should consider the special factors associated with the policies
discussed  below in determining the  appropriateness  of an investment in one of
the Fund's  Portfolios.  The Fund's  policies  regarding  investments in foreign
securities and foreign currencies are not fundamental and may be changed by vote
of the Fund's board of directors.

<PAGE>
Foreign Securities

     For U.S.  investors,  the returns on foreign  securities are influenced not
only by the returns on the foreign investments themselves,  but also by currency
risk (i.e.,  changes in the value of the  currencies in which the securities are
denominated  relative  to the U.S.  dollar).  In a period  when the U.S.  dollar
generally rises against foreign  currencies,  the returns on foreign  securities
for a U.S.  investor  are  diminished.  By  contrast,  in a period when the U.S.
dollar  generally  declines,  the returns on foreign  securities  generally  are
enhanced.

      Other risks and  considerations  of  international  investing  include the
following: differences in accounting, auditing and financial reporting standards
which may  result  in less  publicly  available  information  than is  generally
available with respect to U.S.  issuers;  generally  higher  commission rates on
foreign  portfolio  transactions  and longer  settlement  periods;  the  smaller
trading volumes and generally  lower  liquidity of foreign stock markets,  which
may result in greater price volatility;  foreign  withholding taxes payable on a
Portfolio's  foreign  securities,  which may reduce  dividend  income payable to
shareholders; the possibility of expropriation or confiscatory taxation; adverse
changes in investment or exchange  control  regulations;  political  instability
which could affect U.S. investment in foreign countries;  potential restrictions
on  the  flow  of  international  capital;  and  the  possibility  of  the  Fund
experiencing  difficulties in pursuing legal remedies and collecting  judgments.
Certain of these  risks,  as well as  currency  risks,  also  apply to  Canadian
securities,  which  are not (with the  exception  of the Gold and  Environmental
Services  Portfolios)  subject to the Portfolio's 25% of total assets limitation
on investing directly in foreign equity securities.  The Portfolios' investments
in foreign securities may include investments in developing  countries.  Many of
these  securities  are  speculative  and their prices may be more  volatile than
those of securities issued by companies located in more developed countries.

      Securities  purchased  by means of ADRs  also are not  subject  to the 25%
limitation. ADRs are receipts, typically issued by a U.S. bank or trust company,
evidencing ownership of the underlying foreign securities.  ADRs are denominated
in U.S. dollars and trade in the U.S. securities markets.  ADRs may be issued in
sponsored  or  unsponsored  programs.  In sponsored  programs,  the issuer makes
arrangements  to have its securities  traded in the form of ADRs; in unsponsored
programs,  the  issuer  may not be  directly  involved  in the  creation  of the
program.  Although the  regulatory  requirements  with respect to sponsored  and
unsponsored  programs are generally similar, the issuers of unsponsored ADRs are
not  obligated  to  disclose  material  information  in the United  States  and,
therefore,  such  information  may not be  reflected  in the market value of the
ADRs.  ADRs are  subject to certain of the same risks as direct  investments  in
foreign securities, including the risk that changes in the value of the currency
in which the  security  underlying  an ADR is  denominated  relative to the U.S.
dollar may adversely affect the value of the ADR.

<PAGE>
Forward Foreign Currency Contracts

      The  Portfolios  may enter into  contracts  to  purchase  or sell  foreign
currencies  at  a  future  date   ("forward   contracts")  as  a  hedge  against
fluctuations in foreign exchange rates pending the settlement of transactions in
foreign  securities or during the time a Portfolio holds foreign  securities.  A
forward  contract is an  agreement  between  contracting  parties to exchange an
amount of currency at some  future  time at an agreed  upon rate.  Although  the
Portfolios  have not adopted  any  limitations  on their  ability to use forward
contracts as a hedge against  fluctuation in foreign exchange rates, they do not
attempt to hedge all of their foreign investment positions,  and will enter into
forward  contracts  only to the  extent,  if any,  deemed  appropriate  by their
investment adviser.  The Portfolios will not enter into a forward contract for a
term of more than one year or for purposes of speculation.  Investors  should be
aware that hedging against a decline in the value of a currency in the foregoing
manner does not eliminate  fluctuations in the prices of portfolio securities or
prevent  losses if the  prices of such  securities  decline.  Furthermore,  such
hedging  transactions  preclude  the  opportunity  for gain if the  value of the
hedged  currency  should rise.  If a Portfolio  enters into a "position  hedging
transaction,"  which is the sale of a forward  foreign  currency  contract  with
respect to a  portfolio  security  denominated  in such  foreign  currency,  its
custodian bank will place cash or liquid equity or debt securities, which may be
denominated  either in U.S.  dollars  or a  foreign  currency,  in a  segregated
account of the  Portfolio  in an amount at least equal to the value of the total
assets of the Portfolio  committed to the consummation of such forward contract.
If the value of the securities placed in the account  declines,  additional cash
or  securities  will be placed in the  account so that the value of the  account
will at least equal the amount of the  Portfolio's  commitment  with  respect to
such contracts.  No predictions can be made with respect to whether the total of
such  transactions  will  result  in a better or a worse  position  than had the
Portfolio  not entered into any forward  contracts.  Forward  contracts  and the
securities placed in a segregated  account may, from time to time, be considered
illiquid,  in which case they would be subject to the Portfolios'  limitation on
investing in illiquid  securities,  discussed below. For additional  information
regarding forward contracts, see the Fund's Statement of Additional Information.

      Environmental   Regulation.   Investment  in  the  Environmental  Services
Portfolio will involve some specific risks. The environmental  services industry
has generally been  positively  influenced by legislation  which has resulted in
stricter government regulations and enforcement policies for both commercial and
governmental  generators of waste  materials,  as well as specific  expenditures
designated for remedial cleanup efforts. Companies in the environmental services
field are also affected by regulation by various federal and state  authorities,
including  the  federal  Environmental  Protection  Agency and its state  agency
counterparts.  As regulations are developed and enforced,  such companies may be
required  to alter or cease  production  of a product  or service or to agree to
restrictions on their operations.  In addition,  since the materials handled and
processes involved include hazardous components,  there is significant liability
risk. There are also risks of intense competition within the industry.

<PAGE>
      Industry  Concentration.  While  the Fund as a whole  and  each  Portfolio
diversify their  investments by investing not more than 5% of their total assets
in the securities of any one issuer,  the investment  adviser or sub-adviser for
each  Portfolio  will  normally  invest each  Portfolio's  assets  primarily  in
companies  engaged in a particular sector of business  activity.  As a result of
this investment  policy, an investment in a particular  Portfolio may be subject
to  greater  fluctuations  in  value  than  would  generally  be the  case if an
investment  were made in an  investment  company which did not  concentrate  its
investments  in a similar  manner.  For  example,  certain  economic  factors or
specific  events may exert a  disproportionate  impact upon the prices of equity
securities of companies within a particular industry relative to their impact on
the prices of securities of companies engaged in other industries. Additionally,
changes in the market price of the equity  securities  of a  particular  company
which  occupies a dominant  position in an industry  may tend to  influence  the
market prices of other  companies  within the same industry.  As a result of the
foregoing  factors,  the  net  asset  values  of  the  Portfolios  may  be  more
susceptible  to change than those of  investment  companies  which  spread their
investments over many different industries. Accordingly, an investment in one or
more of the  Portfolios  may not  constitute  a  complete,  balanced  investment
program.

Illiquid and Rule 144A Securities

      The Portfolios  are authorized to invest in securities  which are illiquid
because  they  are  subject  to  restrictions   on  their  resale   ("restricted
securities")  or  because,  based  upon  their  nature  or the  market  for such
securities,  they are not readily  marketable.  However,  a  Portfolio  will not
purchase any such  security if the purchase  would cause the Portfolio to invest
more than 10% of its total assets, measured at the time of purchase, in illiquid
securities.  Repurchase  agreements  maturing  in more than  seven  days will be
considered as illiquid for purposes of this restriction. Investments in illiquid
securities involve certain risks to the extent that the Portfolios may be unable
to dispose of such  securities at the time desired or at a reasonable  price. In
addition,  in order to resell a restricted  security,  a Portfolio might have to
bear the expense and incur the delays associated with effecting a registration.

      The securities that may be purchased  subject to the foregoing  limitation
include  restricted  securities  that are not registered for sale to the general
public,  but  that  can  be  resold  to  institutional   investors  ("Rule  144A
Securities").  The  liquidity  of  the  Portfolios'  investments  in  Rule  144A
Securities  could be  impaired  if dealers  or  institutional  investors  become
uninterested in purchasing these  securities.  The Funds' board of directors has
delegated to the adviser the  authority to determine  the liquidity of Rule 144A
Securities  pursuant to guidelines  approved by the board.  For more information
concerning Rule 144A Securities, see the Statement of Additional Information.

<PAGE>
Portfolio Turnover

      There are no fixed limitations regarding portfolio turnover.  Although the
Portfolios do not trade for short-term  profits,  securities may be sold without
regard to the time they have been held in a  Portfolio  when,  in the opinion of
Fund Management,  investment  considerations  warrant such action.  In addition,
portfolio  turnover rates may increase as a result of large amounts of purchases
or redemptions of Portfolio shares due to economic, market or other factors that
are not within the control of Fund Management. As a result, under certain market
conditions,  the portfolio  turnover rate for a particular  Portfolio may exceed
100%, and may be higher than that of other investment  companies seeking capital
appreciation.  Increased  portfolio  turnover  would cause a Portfolio  to incur
greater  brokerage costs than would otherwise be the case, and may result in the
acceleration   of  capital   gains  which  are  taxable  when   distributed   to
shareholders.  The  Portfolio's  portfolio  turnover  rates are set forth  under
"Financial Highlights" and, along with the Fund's brokerage allocation policies,
are discussed in the Statement of Additional Information.

THE FUND AND ITS MANAGEMENT

      The Fund is a no-load  mutual fund,  registered  with the  Securities  and
Exchange Commission as an open-end,  diversified  management investment company.
It was incorporated on August 10, 1983, under the laws of Maryland as "Financial
Strategic Portfolios,  Inc." The name "INVESCO Strategic  Portfolios,  Inc." was
adopted as a trade name for the Fund in April 1993. On December 2, 1994 the Fund
amended its Articles of  Incorporation  to change its name to INVESCO  Strategic
Portfolios,  Inc. The overall  supervision of the Fund is the  responsibility of
its board of directors.

      Pursuant  to an  agreement  with  the  Fund,  INVESCO  Funds  Group,  Inc.
("INVESCO"),  7800 E.  Union  Avenue,  Denver,  Colorado,  serves as  investment
adviser to all of the Fund's eight Portfolios.  INVESCO is primarily responsible
for providing the Fund with various administrative services, and supervising the
Fund's  daily  business  affairs.  These  services  are subject to review by the
Fund's board of directors.

      The following  individuals serve as portfolio  managers for the Portfolios
and are primarily  responsible for the day-to-day  management of the Portfolios'
securities:

<PAGE>
Energy, Gold and Technology Portfolios

     Daniel B. Leonard  Portfolio  manager of the Portfolio since 1994, the Gold
Portfolio  since 1989 and the  Technology  Portfolio  since  1985;  senior  vice
president (1991 to present),  and vice president (1977 to 1983) of INVESCO Trust
Company;  formerly,  senior  vice  president  (1977 to 1983;  1985 to 1991)  and
portfolio  manager (1975 to 1983;  1985 to 1991) of INVESCO  Funds Group,  Inc.;
B.A., Washington & Lee University.

Environmental Services Portfolio

     John Schroer  Portfolio  manager of the Portfolio since 1993;  co-portfolio
manager  of the Health  Sciences  Portfolio;  vice  president  (since  1995) and
portfolio manager (1993 to present) of INVESCO Trust Company.  Formerly (1990 to
1993), assistant vice president with Trust Company of the West; began investment
career in 1990; B.S. and M.B.A., University of Wisconsin-Madison.

Financial Services Portfolio

     Douglas N. Pratt,  C.F.A.  Portfolio  manager of the Portfolio  since 1992;
portfolio  manager of INVESCO  Emerging  Growth Fund;  U.S.  liaison for INVESCO
Pacific Basin Fund; vice president (1993 to present) and portfolio manager (1992
to present) of INVESCO Trust  Company.  Formerly  (1987 to 1992) equity  analyst
with Loomis, Sayles & Company; began financial and analytical research career in
1982; A.B., Brown University;  M.B.A., Columbia University;  Chartered Financial
Analyst.

Health Sciences Portfolio

     Barry  Kurokawa  Co-portfolio  manager of the  Portfolio  since 1992;  vice
president  (1992 to  present)  and  portfolio  manager  (1994 to present) of The
Global Health  Sciences  Fund;  senior vice  president  (1994 to present),  vice
president  (1993 to 1994) and  portfolio  manager  (1992 to  present) of INVESCO
Trust Company.  Formerly (1987 to 1992),  security analyst with Trust Company of
the West; B.S., Cal State University; M.B.A., Loyola Marymount University.

     John Schroer  Co-portfolio  manager of the Portfolio since 1994;  portfolio
manager of the Environmental Services Portfolio; vice president (since 1995) and
portfolio manager (1993 to present) of INVESCO Trust Company.  Formerly (1990 to
1993), assistant vice president with Trust Company of the West; began investment
career in 1990; B.S. and M.B.A., University of Wisconsin-Madison.

Leisure Portfolio

     Timothy J. Miller,  C.F.A.Portfolio  manager of the  Portfolio  since 1992;
portfolio manager of INVESCO Dynamics Fund; vice president (1993 to present) and
portfolio manager (1992 to present) of INVESCO Trust Company.  Formerly (1979 to
1992), analyst and portfolio manager with Mississippi Valley Advisors. B.S.B.A.,
St.  Louis  University;  M.B.A.,  University  of Missouri;  Chartered  Financial
Analyst.

<PAGE>
      INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC
is a financial holding company which,  through its subsidiaries,  engages in the
business  of  investment  management  on an  international  basis.  INVESCO  was
established in 1932 and, as of October 31, 1994,  managed fourteen mutual funds,
consisting of 36 portfolios,  with combined assets of approximately $9.8 billion
on behalf of over 849,000 shareholders.

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"), 7800 E. Union Avenue,  Denver,  Colorado,  serves as the sub-adviser to
the Fund's eight Portfolios.  INVESCO Trust, a trust company founded in 1969, is
a wholly-owned subsidiary of INVESCO that served as adviser or sub-adviser to 33
investment  portfolios as of October 31, 1994, including 27 open-end mutual fund
portfolios in the INVESCO group and a closed-end  investment  company.  These 33
portfolios had aggregate assets of approximately  $8.7 billion as of October 31,
1994 In addition,  INVESCO  Trust  provides  investment  management  services to
private  clients,  including  employee  benefit  plans that may be invested in a
collective  trust  sponsored by INVESCO  Trust.  INVESCO  Trust,  subject to the
supervision of INVESCO, is primarily  responsible for selecting and managing the
Fund's  investments.  Although  the  Fund  is not a  party  to the  sub-advisory
agreement, the agreement has been approved by the shareholders of the Fund.

      The Fund pays INVESCO a monthly  advisory fee for each Portfolio  which is
based upon a percentage of the average net assets of the  Portfolio,  determined
daily. The fee is computed at the annual rate of 0.75% on the first $350 million
of the average net assets of a  Portfolio;  0.65% on the next $350  million of a
Portfolio's  average  net  assets;  and  0.55% on the  average  net  assets of a
Portfolio in excess of $700 million. For the fiscal year ended October 31, 1994,
the Portfolios paid fees equal to the following percentages of their average net
assets: Energy, Gold, Leisure, Technology,  Financial Services and Environmental
Services  Portfolios,  0.75%, and Health Sciences  Portfolio,  0.72%.  While the
portions  of  these  advisory  fee  rates  which  are  equal  to  0.75%  of each
Portfolio's  average net assets are higher than those generally  charged by most
other  investment  advisers  to mutual  funds,  they are not  higher  than those
charged by a great many other  investment  advisers to funds  comparable  to the
Portfolios,  whose  assets are  primarily  invested in  securities  of companies
principally engaged in the sector of business activity designated for investment
by each Portfolio.

      Out of the  advisory  fees which it receives  from the Fund,  INVESCO pays
INVESCO Trust, as sub-adviser to the  Portfolios,  a monthly fee with respect to
each Portfolio,  which is computed at the annual rate of 0.25% on the first $200
million of each  Portfolio's  average net assets;  and 0.20% of each Portfolio's
average  net  assets  in excess  of $200  million.  No fee is paid by any of the
Portfolios of the Fund to INVESCO Trust.

<PAGE>
      The Fund also has entered into an Administrative  Services Agreement dated
April 30, 1993 (the  "Administrative  Agreement") with INVESCO.  Pursuant to the
Administrative Agreement, INVESCO performs certain administrative, recordkeeping
and internal sub-accounting services, including without limitation,  maintaining
general  ledger and capital  stock  accounts,  preparing a daily trial  balance,
calculating net asset value daily, providing selected general ledger reports and
providing  sub-accounting and recordkeeping services for shareholder accounts in
the Portfolios  maintained by certain  retirement and employee benefit plans for
the benefit of  participants  in such plans.  For such  services,  the Fund pays
INVESCO a fee consisting of a base fee of $10,000 per year, per Portfolio,  plus
an additional  incremental fee computed at the annual rate of 0.015% per year of
the average net assets of the Portfolio.  INVESCO also is paid a fee by the Fund
for providing transfer agent services. See "Additional Information."

      Each Portfolio's expenses, which are accrued daily, are generally deducted
from  its  total  income  before  dividends  are  paid.  Total  expenses  of the
Portfolios,   including   investment  advisory  fees  (but  excluding  brokerage
commissions, which are a cost of acquiring securities), as a percentage of their
average net assets for the fiscal year ended October 31, 1994,  were as follows:
Energy, 1.35%;  Environmental Services,  1.29%; Financial Services, 1.18%; Gold,
1.07%; Health Sciences, 1.19%; Leisure, 1.17%; Technology, 1.17%. In the absence
of the voluntary  expense  limitation  which took effect July 1, 1994, the total
expenses of the  Environmental  Services  Portfolio would have been 1.43% of the
Portfolio's  average net assets.  Certain Portfolio  expenses are being absorbed
voluntarily  by INVESCO in order to ensure  that the  Portfolio's  total  annual
operating expenses will not exceed 1.50% of the Portfolio's average net assets.

      INVESCO,  as the  Fund's  investment  adviser,  or INVESCO  Trust,  as the
Portfolios'  sub-adviser,  places  orders for the purchase and sale of portfolio
securities  with brokers and dealers  based upon  INVESCO's  evaluation of their
financial  responsibility  coupled with their ability to effect  transactions at
the best available prices.  Although the Fund does not market its shares through
intermediary  brokers  or  dealers,  the Fund may  place  orders  for  portfolio
transactions with qualified  broker-dealers which recommend the Fund to clients,
or act as agent in the purchase of Fund shares for clients, if management of the
Fund  believes  that the quality of  execution of the  transaction  and level of
commission are  comparable to those  available  from other  qualified  brokerage
firms.

<PAGE>
HOW SHARES CAN BE PURCHASED

      Shares of each Portfolio are sold on a continuous basis by INVESCO, as the
Fund's  Distributor,  at the net asset  value per share  next  calculated  after
receipt of a purchase  order in good form.  No sales  charge is imposed upon the
sale of shares of a Portfolio  of the Fund.  To  purchase  shares of one or more
Portfolios of the Fund, send a check made payable to INVESCO Funds Group,  Inc.,
together with a completed application form, to:

                        INVESCO FUNDS GROUP, INC.
                        Post Office Box 173706
                        Denver, Colorado  80217-3706

      Purchase  orders must  specify the  Portfolio or  Portfolios  in which the
investment is to be made.

      The minimum  initial  purchase  must be at least $1,000,  with  subsequent
investments  of  not  less  than  $50,  except  that:  (1)  those   shareholders
establishing an EasiVest or direct payroll purchase account,  as described below
in the Prospectus  section entitled "Services Provided by the Fund," may open an
account  without  making any initial  investment  if they agree to make regular,
minimum  purchases  of at least  $50;  (2) Fund  management  may permit a lesser
amount to be invested in the  Portfolios  under a federal  income  tax-sheltered
retirement  plan (other than an IRA Account),  or under a group  investment plan
qualifying as a sophisticated  investor;  (3) those shareholders investing in an
Individual   Retirement   Account  (IRA),  or  through  omnibus  accounts  where
individual  shareholder  recordkeeping and sub-accounting are not required,  may
make initial  minimum  purchases of $250; and (4) Fund  management  reserves the
right  to  reduce  or  waive  the  minimum  purchase  requirements  in its  sole
discretion where it determines such action is in the best interests of the Fund.
The minimum initial purchase requirement of $1,000, as described above, does not
apply to  shareholder  account(s)  in any of the INVESCO  funds  opened prior to
January 1, 1993,  and,  thus,  is not a minimum  balance  requirement  for those
existing accounts.  However,  for shareholders already having accounts in any of
the INVESCO funds, all initial share purchases in a new fund account,  including
those made using the exchange privilege, must meet the fund's applicable minimum
investment requirement.

      The  purchase of  Portfolio  shares can be expedited by placing bank wire,
overnight courier,  or telephone orders.  Overnight courier orders must meet the
above  minimum  investment  requirements.  In no case can a bank wire order or a
telephone order be in an amount less than $1,000. For further  information,  the
purchaser may call the Fund's office by using the telephone  number on the cover
of this Prospectus.  Orders sent by overnight  courier,  including Express Mail,
should be sent to the street  address,  not Post Office  Box,  of INVESCO  Funds
Group, Inc., at 7800 E. Union Avenue, Denver, CO 80237.

<PAGE>
      Orders  to  purchase  shares  of any of the  Portfolios  can be  placed by
telephone.  Shares will be issued at the net asset value next  determined  after
receipt  of  telephone  instructions.  Payments  for  telephone  orders  must be
received by the Fund  within  seven  business  days or the  transaction  will be
cancelled.  Beginning in June 1995, this period will be reduced to five business
days. In the event of such cancellation,  the purchaser will be held responsible
for any loss  resulting  from a decline in the value of the shares.  INVESCO has
agreed to indemnify the Fund for any losses resulting from such cancellations.

      If your check does not clear, or if a telephone purchase must be cancelled
due to  non-payment,  you will be  responsible  for any related loss the Fund or
INVESCO incurs. If you are already a shareholder in the INVESCO funds, the Fund,
on  behalf  of the  Portfolios,  has  the  option  to  redeem  shares  from  any
identically  registered  account  in the  Fund  or any  other  INVESCO  fund  as
reimbursement  for any loss  incurred.  You also may be prohibited or restricted
from making future purchases in any of the INVESCO funds.

      Persons  who  invest  in any of the  Portfolios  of  the  Fund  through  a
securities  broker  may be  charged  a  commission  or  transaction  fee for the
handling of the  transaction,  if the broker so elects.  Any  investor  may deal
directly  with  the Fund in any  transaction.  In that  event,  there is no such
charge.

      The Fund reserves the right in its sole discretion to reject any order for
purchase of its shares  (including  purchases by exchange) when, in the judgment
of  management,  such  rejection  is in the  best  interest  of the  Fund or the
Portfolios.

      Net  asset  value per  share is  computed  once each day that the New York
Stock  Exchange  is open as of the close of  regular  trading  on that  Exchange
(generally  4:00  p.m.,  New York time) and also may be  computed  on other days
under  certain  circumstances.  Net asset value per share for each  Portfolio is
calculated  by dividing  the market value of all of the  Portfolio's  securities
plus the value of its other assets (including dividends and interest accrued but
not collected), less all liabilities (including accrued expenses), by the number
of outstanding  shares of that Portfolio.  If market  quotations are not readily
available,  a security or other asset will be valued at fair value as determined
in good  faith  by the  board  of  directors.  Debt  securities  with  remaining
maturities  of 60 days  or  less at the  time  of  purchase  will be  valued  at
amortized  cost,  absent unusual  circumstances,  so long as the Fund's board of
directors believes that such value represents fair value. Values of gold bullion
held by the Gold  Portfolio  are based upon daily  quotes  provided  by banks or
brokers dealing in such commodities.

<PAGE>
SERVICES PROVIDED BY THE FUND

      Shareholder Accounts.  INVESCO maintains a share account that reflects the
current holdings of each shareholder.  A separate account will be maintained for
a  shareholder  for each  Portfolio  in which  the  shareholder  invests.  Share
certificates will be issued only upon specific request.  Since certificates must
be carefully safeguarded, and must be surrendered in order to exchange or redeem
Portfolio shares,  most shareholders do not request share  certificates in order
to  facilitate  such   transactions.   Each   shareholder  is  sent  a  detailed
confirmation for each transaction in shares of the Fund. Shareholders whose only
transactions  are through  the  EasiVest,  direct  payroll  purchase,  automatic
monthly  exchange or  periodic  withdrawal  programs,  or are  reinvestments  of
dividends  or  capital  gains  in  the  same  or  another  fund,   will  receive
confirmations  of  those  transactions  on  their  quarterly  statements.  These
programs are discussed below. For information  regarding a shareholder's account
and  transactions,  the  shareholder  may call the  Fund's  office  by using the
telephone number on the cover of this Prospectus.

      Reinvestment  of   Distributions.   Income   dividends  and  capital  gain
distributions are automatically reinvested in additional shares of the Portfolio
making the  distribution  at the net asset value per share of that  Portfolio in
effect on the ex-dividend  date. A shareholder may,  however,  elect to reinvest
dividends and capital gain  distributions in certain of the other no-load mutual
funds advised and distributed by INVESCO, or to receive payment of all dividends
and  distributions  in excess of  $10.00  by check by giving  written  notice to
INVESCO at least two weeks prior to the ex-dividend  date on which the change is
to take effect.  Further information concerning these options can be obtained by
contacting INVESCO.

      Periodic  Withdrawal  Plan.  A Periodic  Withdrawal  Plan is  available to
shareholders  who own or purchase  shares of any mutual funds advised by INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is  established,  the  shareholder  owns shares  having a value of at least
$5,000 in the fund  from  which  withdrawals  will be made.  Under the  Periodic
Withdrawal Plan,  INVESCO,  as agent,  will make specified  monthly or quarterly
payments  of any  amount  selected  (minimum  payment  of  $100)  to  the  party
designated by the  shareholder.  Notice of all changes  concerning  the Periodic
Withdrawal Plan must be received by INVESCO at least two weeks prior to the next
scheduled check. Further information  regarding the Periodic Withdrawal Plan and
its requirements and tax consequences can be obtained by contacting INVESCO.

      Exchange  Privilege.  Shares of any of the Portfolios may be exchanged for
shares of any other  Portfolio of the Fund,  as well as for shares of any of the
following other no-load mutual funds,  which are also advised and distributed by
INVESCO,  on the basis of their  respective  net asset values at the time of the
exchange:  INVESCO Diversified Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO
Emerging  Opportunity  Funds,  Inc.,  INVESCO Growth Fund, Inc.,  INVESCO Income
Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO  International Funds,
Inc.,  INVESCO Money Market Funds,  Inc.,  INVESCO  Multiple Asset Funds,  Inc.,
INVESCO Specialty Funds,  Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO
Value Trust.

<PAGE>
      An exchange  involves  redemption of shares in a Portfolio of the Fund and
investment of the redemption proceeds in shares of another Portfolio of the Fund
or in one of the funds  listed  above.  Exchanges  will be made at the net asset
value per share next determined  after receipt of an exchange  request in proper
order.  Any gain or loss  realized on an exchange  is  recognizable  for federal
income tax purposes by the shareholder.  Exchange requests may be made either by
telephone  or by  written  request to  INVESCO,  using the  telephone  number or
address on the cover of this Prospectus.  Exchanges made by telephone must be in
an amount of at least  $250,  if the  exchange  is being  made into an  existing
account of one of the INVESCO funds.  All exchanges that establish a new account
must meet the Fund's applicable minimum initial investment requirements. Written
exchange  requests into an existing account have no minimum  requirements  other
than the Fund's applicable minimum subsequent investment requirements.

      The privilege of exchanging  Portfolio shares by telephone is available to
shareholders automatically unless expressly declined. By signing the new account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone exchange privileges, the investor has agreed that the Fund will not be
liable for following  instructions  communicated by telephone that it reasonably
believes to be  genuine.  The Fund  employs  procedures,  which it believes  are
reasonable,  designed to confirm that exchange  instructions are genuine.  These
may include recording telephone instructions and providing written confirmations
of exchange transactions.  As a result of this policy, the investor may bear the
risk of any loss  due to  unauthorized  or  fraudulent  instructions;  provided,
however, that if the Fund fails to follow these or other reasonable  procedures,
the Fund may be liable.

      In order to prevent abuse of this privilege to the  disadvantage  of other
shareholders, the Fund reserves the right to terminate the exchange privilege of
any  shareholder  who requests  more than four  exchanges a year.  The Fund will
determine  whether  to do so based on a  consideration  of both  the  number  of
exchanges any particular  shareholder,  or group of shareholders,  has requested
and the time period over which those exchange requests have been made,  together
with  the  level of  expense  to the  Fund  which  will  result  from  effecting
additional  exchange  requests.  The exchange  privilege also may be modified or
terminated at any time.  Except for those limited instances where redemptions of
the  exchanged  security are suspended  under  Section  22(e) of the  Investment
Company Act of 1940,  or where sales of the fund into which the  shareholder  is
exchanging  are  temporarily  stopped,  notice  of  all  such  modifications  or
termination  of the exchange  privilege  will be given at least 60 days prior to
the date of termination or the effective date of the modification.

<PAGE>
      Before making an exchange,  the shareholder should review the prospectuses
of the Portfolios or funds involved and consider their  differences,  and should
be aware that the exchange privilege may only be available in those states where
exchanges may legally be made, which will require that the shares being acquired
are registered for sale in the  shareholder's  state of residence.  Shareholders
interested  in  exercising  the  exchange  privilege  may  contact  INVESCO  for
information concerning their particular exchanges.

      Automatic Monthly  Exchange.  Shareholders who have accounts in any one or
more of the mutual funds  distributed  by INVESCO may arrange for a fixed dollar
amount of their  fund  shares to be  automatically  exchanged  for shares of any
other INVESCO mutual fund listed under "Exchange  Privilege" on a monthly basis.
The minimum monthly exchange in this program is $50.00.  This automatic exchange
program can be changed by the  shareholder  at any time by notifying  INVESCO at
least two weeks prior to the date the change is to be made. Further  information
regarding this service can be obtained by contacting INVESCO.

      EasiVest.  For  shareholders  who want to  maintain a schedule  of monthly
investments,  EasiVest uses various methods to draw a preauthorized  amount from
the  shareholder's  bank account to purchase  Portfolio  shares.  This automatic
investment  program can be changed by the  shareholder at any time by writing to
INVESCO at least two weeks  prior to the date the change is to be made.  Further
information regarding this service can be obtained by contacting INVESCO.

      Direct Payroll  Purchase.  Shareholders  may elect to have their employers
make automatic  purchases of Portfolio  shares for them by deducting a specified
amount from their regular  paychecks.  This automatic  investment program can be
modified  or  terminated  at any  time  by the  shareholder,  by  notifying  the
employer.  Further  information  regarding  this  service  can  be  obtained  by
contacting INVESCO.

      Tax-Sheltered  Retirement  Plans.  Shares of any of the  Portfolios of the
Fund may be purchased for self-employed  retirement plans, individual retirement
accounts (IRAs),  simplified  employee  pension plans, and corporate  retirement
plans. In addition,  shares can be used to fund tax qualified plans  established
under Section 403(b) of the Internal  Revenue Code by educational  institutions,
including  public  school  systems and  private  schools,  and certain  kinds of
non-profit  organizations,  which provide deferred compensation arrangements for
their employees.

      Prototype forms for the  establishment of these various plans,  including,
where  applicable,  disclosure  statements  required  by  the  Internal  Revenue
Service, are available from INVESCO.  INVESCO Trust, a subsidiary of INVESCO, is
qualified  to serve as trustee or  custodian  under these plans and provides the
required  services at  competitive  rates.  Retirement  plans  (other than IRAs)
receive monthly  statements  reflecting all transactions in their Fund accounts.
IRAs  receive  the  confirmations  and  quarterly   statements  described  under
"Shareholder Accounts." For complete information,  including prototype forms and
service  charges,  call INVESCO at the  telephone  number listed on the cover of
this Prospectus or send a written request to: Retirement Services, INVESCO Funds
Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.

<PAGE>
HOW TO REDEEM SHARES

      Shares  of each of the  Portfolios  may be  redeemed  at any time at their
current  net asset  value  next  determined  after a request  in proper  form is
received at the Fund's office.  (See "How Shares Can Be  Purchased.")  Net asset
value per share at the time of the redemption may be more or less than the price
you paid to purchase  your  shares,  depending  primarily  upon the  Portfolio's
investment performance.

      If the shares to be redeemed  are  represented  by stock  certificates,  a
written request for redemption signed by the registered  shareholder(s)  and the
certificates  must be forwarded to INVESCO  Funds Group,  Inc.,  Post Office Box
173706,  Denver,  Colorado  80217-3706.  Redemption  requests  sent by overnight
courier,  including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO  Funds Group,  Inc. at 7800 E. Union Avenue,  Denver,  CO
80237. If no certificates have been issued, a written  redemption request signed
by each  registered  owner of the  account  may be  submitted  to INVESCO at the
address noted above. If shares are held in the name of a corporation, additional
documentation may be necessary.  Call or write for specifics. If payment for the
redeemed shares is to be made to someone other than the registered owner(s), the
signature(s) must be guaranteed by a financial institution which qualifies as an
eligible guarantor  institution.  Redemption procedures with respect to accounts
registered in the names of  broker-dealers  may differ from those  applicable to
other shareholders.

      Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each Portfolio in which they invest.

      Payments of redemption proceeds will be mailed within seven days following
receipt of the  required  documents.  However,  payment may be  postponed  under
unusual  circumstances,  such as when normal  trading is not taking place on the
New York Stock Exchange,  an emergency as defined by the Securities and Exchange
Commission exists, or the shares to be redeemed were purchased by check and that
check has not yet cleared; provided,  however, that all redemption proceeds will
be paid out promptly upon  clearance of the purchase check (which may take up to
15 days).

      Because of the high relative costs of handling small accounts,  should the
value of any  shareholder's  account fall below $250 as a result of  shareholder
action, the Fund reserves the right to effect the involuntary  redemption of all
shares in such account,  in which case the account  would be liquidated  and the
proceeds  forwarded  to  the  shareholder.  Prior  to  any  such  redemption,  a
shareholder  will be  notified  and given 60 days to  increase  the value of the
account to $250 or more.

<PAGE>
      Fund  shareholders  (other than  shareholders  holding Portfolio shares in
accounts  of IRA plans) may  request  expedited  redemption  of shares  having a
minimum  value of $250 (or  redemption of all shares if their value is less than
$250),  held in  accounts  maintained  in their name by  telephoning  redemption
instructions  to  INVESCO,  using  the  telephone  number  on the  cover of this
Prospectus. The redemption proceeds, at the shareholder's option, either will be
mailed to the address listed for the shareholder's  Portfolio account,  or wired
(minimum of $1,000) or mailed to the bank which the  shareholder  has designated
to receive the  proceeds of telephone  redemptions.  The Fund charges no fee for
effecting such telephone  redemptions.  Unless the Fund's  Management  permits a
larger redemption request to be placed by telephone, a shareholder may not place
a  redemption  request  by  telephone  in excess  of  $25,000.  These  telephone
redemption  privileges  may be  modified  or  terminated  in the  future  at the
discretion of the Fund's management.  For INVESCO Trust sponsored federal income
tax-sheltered  retirement plans, the term "shareholders" is defined to mean plan
trustees that file a written  request to be able to redeem  Portfolio  shares by
telephone.  Shareholders  should understand that, while the Fund will attempt to
process all telephone  redemption  requests on an expedited basis,  there may be
times, particularly in periods of severe economic or market disruption, when (a)
they may encounter difficulty in placing a telephone redemption request, and (b)
processing telephone  redemptions may require up to seven days following receipt
of  the  redemption   request,   or  additional  time  because  of  the  unusual
circumstances set forth above.

      The  privilege  of  redeeming  Fund shares by  telephone  is  available to
shareholders  automatically unless expressly declined.  By signing a new account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone redemption  privileges,  the shareholder has agreed that the Fund will
not be liable for  following  instructions  communicated  by  telephone  that it
reasonably  believes  to be  genuine.  The  Fund  employs  procedures,  which it
believes are  reasonable,  designed to confirm that telephone  instructions  are
genuine.  These may  include  recording  telephone  instructions  and  providing
written confirmation of transactions initiated by telephone. As a result of this
policy,  the  investor  may bear the  risk of any  loss due to  unauthorized  or
fraudulent instructions;  provided, however, that if a Portfolio fails to follow
these or other reasonable procedures, the Portfolio may be liable.

<PAGE>
DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES

      Dividends.  In addition to any  increase in the value of your shares which
may occur  from  increases  in the  values of a  Portfolio's  investments,  each
Portfolio  may  earn  income  in the  form  of  dividends  and  interest  on its
investments.  Dividends  paid by a Portfolio  will be based solely on the income
earned  by  that  Portfolio.  The  Fund's  policy  with  respect  to each of the
Portfolios is to distribute  substantially all of this income, less expenses, to
shareholders  in the  Portfolio,  on an annual  basis at the  discretion  of the
Fund's board of directors.  Dividends are automatically reinvested in additional
shares of the Portfolio making the dividend  distribution at the net asset value
on the ex-dividend date, unless otherwise  requested.  See "Services Provided by
the Fund - Reinvestment of Distributions."

      Capital Gains.  Capital gains or losses are the result of the  Portfolio's
sale of its  securities  at prices that are higher or lower than the prices paid
by the Portfolio to purchase such securities.  Total gains from such sales, less
any losses from such sales  (including  losses carried forward from prior years)
represent net realized capital gains. Each of the Portfolios distributes its net
realized capital gains, if any, to its  shareholders at least annually,  usually
in  December.   Capital  gain  distributions  are  automatically  reinvested  in
additional  shares of the Portfolio  making the  distribution at net asset value
per share on the ex-dividend  date,  unless otherwise  requested.  See "Services
Provided by the Fund-Reinvestment of Distributions."

      Taxes. Each of the Portfolios  intends to distribute  substantially all of
its  net  investment   income  and  net  realized  capital  gains,  if  any,  to
shareholders, and to continue to qualify for tax treatment under Subchapter M of
the Internal  Revenue Code as a regulated  investment  company.  Thus, it is not
expected  that the Fund or the  Portfolios  will be  required to pay any federal
income  taxes.  Shareholders  (other than those exempt from income tax) normally
will have to pay federal  income  taxes and any state and local  income taxes on
the  dividends  and  distributions  they  receive  from the Fund,  whether  such
dividends  and  distributions  are received in cash or  reinvested in additional
shares of the same  Portfolio  or  another  fund.  Shareholders  of the Fund are
advised to consult their own tax advisers with respect to these matters.

      Dividends paid by the Portfolios  from net investment  income,  as well as
distributions of net realized  short-term capital gains, are, for federal income
tax purposes,  taxable as ordinary  income to  shareholders.  At the end of each
calendar year,  shareholders  are sent full information on dividends and capital
gain distributions, including information as to the portions taxable as ordinary
income and long-term  capital gains and, if  applicable,  information on foreign
source income and foreign taxes.  Information concerning the amount of dividends
eligible for the  dividends-received  deduction  available for  corporations  is
contained in the Fund's  Annual Report to  Shareholders  or may be obtained upon
request by calling INVESCO.

      The Fund is  required to withhold  and remit to the U.S.  Treasury  31% of
dividend payments,  capital gain distributions,  and redemption proceeds for any
account on which the owner provides an incorrect taxpayer identification number,
no number, or no certified number for a new account.

<PAGE>
ADDITIONAL INFORMATION

      Voting Rights. All shares of the Portfolios have equal voting rights based
on one vote for each share owned.  Voting with respect to certain matters,  such
as ratification of independent  accountants and the election of directors,  will
be by all Portfolios of the Fund voting together. In other cases, such as voting
upon an  investment  advisory  contract,  voting is on a  Portfolio-by-Portfolio
basis. To the extent permitted by law, when not all Portfolios are affected by a
matter to be voted  upon,  only  shareholders  of the  Portfolio  or  Portfolios
affected  by the  matter  will be  entitled  to vote  thereon.  The  Fund is not
generally  required  and does not  expect to hold  regular  annual  meetings  of
shareholders.  However,  the board of directors  will call  special  meetings of
shareholders for the purpose,  among other reasons,  of voting upon the question
of removal of a director or directors  when requested to do so in writing by the
holders  of 10% or  more  of the  outstanding  shares  of the  Fund or as may be
required by applicable  law or the Fund's  Articles of  Incorporation.  The Fund
will assist shareholders in communicating with other shareholders as required by
the  Investment  Company Act of 1940.  Directors may be removed by action of the
holders of a majority or more of the outstanding shares of the Fund.

      Shareholder  Inquiries.  All inquiries  regarding the Portfolios should be
directed to the Fund at the telephone number or mailing address set forth on the
cover page of this Prospectus.

      Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 E.
Union Avenue,  Denver,  Colorado 80237,  acts as registrar,  transfer agent, and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which provides that the Fund will pay a fee of $14.00 per shareholder account or
omnibus account  participant per year. The transfer agency fee is not charged to
each shareholder's or participant's account, but is an expense of the Fund to be
paid  from  the  Fund's   assets.   Registered   broker-dealers,   third   party
administrators of tax-qualified  retirement plans and other entities,  including
affiliates  of INVESCO,  may provide  sub-transfer  agency  services to the Fund
which  reduce or  eliminate  the need for  identical  services to be provided by
INVESCO.  In such cases,  INVESCO may pay the third party an annual sub-transfer
agency fee of up to $14.00 per  participant in the third party's omnibus account
out of the transfer agency fee which is paid to INVESCO by the Fund.



<PAGE>


                                    INVESCO STRATEGIC PORTFOLIOS, INC.
                                    ENERGY PORTFOLIO
                                    ENVIRONMENTAL SERVICES PORTFOLIO
                                    FINANCIAL SERVICES PORTFOLIO
                                    GOLD PORTFOLIO
                                    HEALTH SCIENCES PORTOLIO
                                    LEISURE PORTFOLIO
                                    TECHNOLOGY PORTFOLIO

                                    No-load mutual funds seeking 
                                     capital appreciation through 
                          investment in designated market sectors

                                    PROSPECTUS

                                    February 28, 1995

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement  plans,  or to obtain  current  account  or price  information,  call
toll-free:

      1-800-525-8085

To reach PAL, your 24-hour Personal Account Line, call:

      1-800-424-8085

Or write to:

      INVESCO Funds Group, Inc., Distributor
      Post Office Box 173706
      Denver, Colorado  80217-3706

If you're in Denver, visit one of our convenient Investor Centers:

      Cherry Creek
      155-B Fillmore Street

      Denver Tech Center
      7800 E. Union Avenue
      Lobby Level







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