INVESCO VALUE TRUST
N-30D, 1995-04-18
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SEMIANNUAL REPORT
February 28, 1995
INVESCO VALUE TRUST

INVESCO FUNDS


<PAGE>


Market Overview                                                       March 1995
     Perversely, to the securities markets, strong economic growth can be viewed
as a negative,  a harbinger of  inflation.  Some  analysts are worried about the
figures for late 1994:  Gross  domestic  product  (GDP) rose 4.6% for the fourth
quarter.  That was the sixth  straight  quarter in which the GDP growth rate was
2.7% or better, and current indications are that growth will be as much as 3% in
the current quarter.  Corporate  earnings growth continued strong throughout the
fourth  quarter  for  industries  as diverse  as  airlines,  entertainment,  and
packaging.  And 1994 showed the biggest leap in  corporate  profits for at least
two decades.
  Recently  we have seen signs that  economic  growth is  slowing,  though.  For
instance,  hourly  wages and  hours  worked  remained  flat or  dropped  through
February.  These  factors work  together in relieving  pressure for increases in
wages  and  benefits  --  key  contributors  to  rising   inflation.   In  fact,
employer-paid health care costs actually decreased about 1% last year.
  Another encouraging sign, relative to inflation, is industrial production. The
output at U.S.  factories and mines grew at just 0.4% in January,  half the rate
of each of the two  preceding  months.  New  factory  orders  slowed  even more.
Finally, consumer confidence -- and spending plans -- are also lessening.
  There are still legitimate concerns regarding inflation.  The most widely used
index,  the CPI,  rose  0.3% in  January.  Moreover,  unemployment  surprisingly
dropped to 5.4% in February. As a consequence of these and other signs, the next
few months may bring additional modest increases in the Fed Funds rate.
  By  increasing  short-term  rates,  the Federal  Reserve is attempting a "soft
landing" -- that is, to moderate the current economic expansion before inflation
heats up. Over the past twelve months, the Fed has doubled short-term rates.
  Particularly  during the first half of 1994,  the  markets  reacted  poorly to
these increases -- the Lehman Government/Corporate Bond Index had a total return
of negative 4.36% over the six months ended 6/30/94. Bond prices made up some of
the lost ground  during the latter  half of 1994;  still,  for all of 1994,  the
Lehman Index dropped 3.53%. Last year was the worst performance ever by bonds, a
strong contrast to normal fixed-income returns over the past 50 years.
  Stocks took the initial  increases to interest  rates poorly,  and the S&P 500
lost 3.35% over the first six months of 1994. But they rebounded,  gaining 4.87%
over the following six months.
  While inflation is not likely to approach the eight  percent-plus  levels seen
in the early  1980s,  it will  probably be higher than the 2.5% to 3% range seen
during recent years. The INVESCO economic forecast calls for steadily increasing
inflation. We anticipate that consumer prices could rise as much as 3.5% to 4.0%
year-over-year  by the fourth  quarter of 1995;  that compares to an increase of
just 2.7% in 1993 and 2.8% in 1994.
  In 1994,  the  markets'  performance  reflected  concern  that  the Fed  would
overshoot  its goal,  bringing  growth  lower than the 2.5%  target -- or worse,
induce a recession. Now, however, investors appear to be gaining confidence that
interest rates are stabilizing. Investors should keep in mind that any inflation
surprises, or a spate of disappointing corporate earnings reports, could trigger
corrections.
     One final factor to bear in mind is the decline of the U.S.  dollar against
major world currencies.  It works in favor of U.S. companies exporting goods and
services,   but  it  simultaneously   discourages  foreign  investment  in  U.S.
fixed-income  securities  -- and may  encourage  the  Federal  Reserve  Board to
increase short-term interest rates.
Intermediate Government Bond Fund
  The line  graph on page 2  illustrates  the value of a $10,000  investment  in
INVESCO Intermediate Government Bond Fund, plus reinvested dividends and capital
gain  distributions,  for the period from inception (5/86) through 2/28/95.  (Of
course, past performance is not a guarantee of future returns.)*
  The chart and other total return  figures cited  reflect the fund's  operating
expenses,  but the index does not have  expenses,  which would have  lowered its
performance.
  For the six months ended 2/28/95,  INVESCO  Intermediate  Government Bond Fund
had a total  return of 3.02%.  During the same  period,  the  Lehman  Government
Bond-Intermediate   Index  had  a  total  return  of  2.64%.  (Of  course,  past
performance is not a guarantee of future results.)*
  During the first half of 1994, we adopted a somewhat defensive posture to help
protect against rising  interest  rates.  Bond duration was maintained at around
three years, the lower end of the intermediate maturity scale.
  Since September, however, our strategy has changed. As interest rates rose, we
found  better  values at the  longer end of the  intermediate  yield  curve.  By
2/28/95,  we had extended  bond  duration to over seven years.  This is near the
maximum end of our range since most of the  securities  within the portfolio are
typically  three to five years in maturity.  This change occurred as yields rose
to levels where they represented good value given inflation trends.

                               Intermediate Government Bond Fund
                               Average Annualized Total Return*

                                                    12/31/94     2/28/95

                     1 Year                           -1.68%       2.62%

                     5 Years                           7.16%       8.05%

                     Since inception (5/86)            6.53%       6.87%

  One other  strategic  shift should be noted.  We have taken the  allocation to
government  agency  bonds down,  in favor of direct  Treasury  obligations.  The
reason is the  difference  between  yields on these  two  types of  issues.  For
instance, at present the spread is relatively narrow between a Treasury note and
a GNMA with a similar maturity. Under these circumstances,  the returns of GNMAs
tend to  underperform  Treasuries.  Conversely,  when  spreads are wide,  we may
invest as much as 70% of assets in government agency securities.
     Intermediate  Government  Bond Fund is  managed by James O.  Baker.  Before
joining  INVESCO,  he was  associated  with Willis  Investment  Counsel,  Morgan
Keegan, and Drexel Burnham Lambert. Mr. Baker holds a BA from Mercer University.
Ralph H.  Jenkins,  Jr.  assists in managing the fund.  He began his  investment
career  in  1969  and is  both  a  Chartered  Financial  Analyst  and  Chartered
Investment  Counselor.  He earned his MA at the  University of Alabama and a BBC
from Auburn University.
Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO  Intermediate  Government Bond Fund to the value
      of a $10,000 investment in the Lehman Intermediate  Government Bond Index,
      assuming in both cases  reinvestment  of all  dividends  and capital  gain
      distributions, for the period from inception (5/86) through 2/28/95.

Total Return Fund
  The line  graph on page 3  illustrates  the value of a $10,000  investment  in
INVESCO  Total  Return  Fund,  plus   reinvested   dividends  and  capital  gain
distributions, for the period from inception (9/87) through 2/28/95. (Of course,
past performance is not a guarantee of future returns.)*
  The chart and other total return  figures cited  reflect the fund's  operating
expenses,  but the indices do not have expenses,  which would,  of course,  have
lowered their performance.
  For the six months ended 2/28/95, INVESCO Total Return Fund had a total return
of 3.55%.  During the same period, the S&P 500 achieved a total return of 3.96%,
while the Lehman  Government/Corporate  Bond Index had a total  return of 3.09%.
(Of course, past performance is not a guarantee of future results.)*

Graph:  Total Return Fund Diversification by Value of Net Assets
      This graph reflects the allocation of the Total Return Fund's portfolio by
      value of net assets in basic  materials,  capital goods and  construction,
      consumer  cyclical,  consumer  staples,   diversified,   energy,  finance,
      technology, transportation and services, utilities, fixed income, and cash
      and equivalents securities as of 2/8/94, 8/31/94 and 2/28/95.

  Over the past six months,  the managers have executed a significant  change in
fund  strategy.  As the  bar  chart  illustrates,  we  increased  the  portfolio
weighting of  fixed-income  to 39.57% of net assets,  up from 33.52% at 8/31/94.
The shift was accomplished by closing eight equity  positions,  with most of the
proceeds  being  reinvested  on the bond side -- where we find  securities  more
attractively priced.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  Total  Return  Fund to the value of a $10,000
      investment  in the Lehman  Government/Corporate  Bond and S&P 500 Indexes,
      assuming in each case  reinvestment  of all  dividends  and  capital  gain
      distributions, for the period from inception (9/87) through 2/28/95.

  At the  same  time,  we  have  substantially  lengthened  bond  duration.  Our
reasoning  was  similar  to that  which  guided  the  managers  of  Intermediate
Government  Bond Fund: We are now finding better values at the longer end of the
yield curve. By 2/28/95, we had extended bond duration to over seven years.
  Bond quality remains high, with all holdings rated A or better.  The majority,
of course, are direct Treasury  obligations,  which are attractively  valued and
have negligible credit risk.
  Three areas within equities  produced  particularly  well for us over the past
six months -- consumer staples,  technology, and basic materials. In some cases,
we believe the stocks have  peaked.  Consequently,  we have taken  profits,  and
closed or trimmed a number of holdings.

                                       Total Return Fund
                               Average Annualized Total Return*

                                                    12/31/94     2/28/95

                       1 Year                          2.52%       7.01%

                       5 Years                         9.51%      11.16%

                       Since inception (9/87)         10.85%      11.30%

  Our sole new  equity  position  is Shaw  Industries.  This is a classic  value
stock. Shaw is the world's largest carpet manufacturer, whose price was battered
in 1994 along with housing stocks. But with its strong fundamentals and dominant
market position,  this firm fits well in our stable of undervalued holdings with
promising long-term prospects.
     Total  Return  Fund is managed by Edward C.  Mitchell,  Jr.,  President  of
INVESCO  Capital  Management,  Inc. He began his  investment  career in 1969. He
holds an MBA from the  University  of Virginia and a BA from the  University  of
Colorado.  Mr. Mitchell is a Chartered  Financial Analyst. He is assisted in the
fund's  management  by David S.  Griffin,  who is also a CFA.  Mr.  Griffin is a
twelve-year  veteran  of the  investment  business,  and  holds  an MBA from the
College of William and Mary, as well as a BA from Ohio Wesleyan University.
Value Equity Fund
  The line graph on the next page illustrates the value of a $10,000  investment
in INVESCO  Value  Equity  Fund,  plus  reinvested  dividends  and capital  gain
distributions, for the period from inception (5/86) through 2/28/95. (Of course,
past performance is not a guarantee of future returns.)*

Graph:  Value Equity Fund Diversification by Value of Net Assets
      This graph reflects the allocation of the Value Equity Fund's portfolio by
      value of net assets in basic  materials,  capital goods and  construction,
      consumer  cyclical,  consumer  staples,   diversified,   energy,  finance,
      technology,   transportation  and  services,   utilities,   and  cash  and
      equivalent securities as of 2/28/94, 8/31/94 and 2/28/95.

  The chart and other total return  figures cited  reflect the fund's  operating
expenses,  but the indices do not have expenses,  which would,  of course,  have
lowered their performance.
  For the six months ended 2/28/95, INVESCO Value Equity Fund had a total return
of 4.72%.  During the same period, the S&P 500 achieved a total return of 3.96%.
(Of course, past performance is not a guarantee of future results.)*

                                       Value Equity Fund
                               Average Annualized Total Return*

                                                   12/31/94     2/28/95

                           1 Year                     4.04%       8.74%

                           5 Years                    9.07%      11.62%

                           Since inception (5/86)    10.46%      10.99%

  Over the past six months,  the markets have evinced concern about some sectors
which are cyclical in nature. At the same time, investors have favored companies
offering  stable  dividends and strong  fundamentals -- the type of value stocks
which are featured  throughout  our holdings.  This market  sentiment  aided the
portfolio as it  outperformed  the index.  Substantial  exposure to  health-care
issues was another positive factor.
  Our portfolio strategy relies on selection of individual  stocks,  rather than
concentrating on particular industry sectors. Hence, over the past six months we
have taken new  positions  in a variety of market  segments,  including  energy,
consumer cyclicals, finance, and capital goods & construction.
  For instance,  Fleming Companies is a new holding in consumer staples. This is
a very traditional  value stock: it offers a high dividend yield as well as high
cash flow,  and yet in the recent past the market has expressed  relatively  low
expectations   for  price   appreciation.   We  expect  over  time  that  strong
fundamentals will be rewarded by price advances.
  Maytag Corp, on the other hand, is undergoing a "mini-restructuring"  which we
believe will  increase its value.  New  management  has been brought in, who are
committed to reducing debt and focusing on their core domestic markets.
  The defense industry is seeing accelerated consolidation,  which tends to have
a  positive  effect  on stock  prices.  We  recently  opened a new  position  in
E-Systems Inc, which is often rumored to be a takeover candidate.
  While  financial  stocks as a group suffered in 1994,  that retreat has opened
room for price advances in the coming  months.  We chose to add to the portfolio
Wachovia  Corp,  a high  quality  bank in the  southeast.  This firm has  strong
fundamentals  allied to  conservative  management,  and the depressed price is a
buying  opportunity.  On the other  hand,  we closed  our  position  in First of
America  Bank,  because we felt  management  there has diluted value by too many
acquisitions.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  Value  Equity  Fund to the value of a $10,000
      investment in the S&P 500 Index,  assuming in both cases  reinvestment  of
      all  dividends  and  capital  gain  distributions,  for  the  period  from
      inception (5/86) through 2/28/95.

     Value  Equity Fund is managed by Michael C.  Harhai.  Mr.  Harhai began his
investment  career in 1972;  before  joining  INVESCO,  he served as a portfolio
manager with Citizens & Southern Investment Advisors, Inc., and later as head of
the equity  balanced  group with Sovran Capital  Management  Corp. He holds a BA
from the  University of South Florida and an MBA from the  University of Central
Florida.  Mr. Harhai is a Chartered  Financial Analyst,  as is Terrence Irrgang,
who  assists in  managing  the fund.  Mr.  Irrgang  is a 13-year  veteran of the
investment  business,  and holds an MBA from Temple University,  as well as a BA
from Gettysburg College.
*Total return assumes  reinvestment of dividends and capital gain distributions.
Past  performance is not a guarantee of future  results.  Investment  return and
principal  value will vary so that, when redeemed,  an investor's  shares may be
worth more or less than when  purchased.  The S&P 500 is an  unmanaged  index of
common  stocks  considered  representative  of  the  broad  market.  The  Lehman
Government/Corporate  Bond Index is an unmanaged index considered representative
of the broad bond market, while the Lehman Government Bond-Intermediate Index is
an unmanaged index of government bonds with average maturities under 10 years.


INVESCO Fund Codes
  These two-digit codes appear after your account number on Investment Summaries
and confirmations.  You may also use them to request  information about specific
funds on PAL, your Personal Account Line.

  Value Trust
  47   Intermediate Government Bond
  48   Total Return
  46   Value Equity

  Money Market Funds
  44   U.S. Government Money Fund
  25   Cash Reserves
  40   Tax-Free Money Fund

  Tax-Exempt Funds
  36   Tax-Free Intermediate Bond
  35   Tax-Free Long-Term Bond

  Income Funds
  33   Short-Term Bond
  32   U.S. Government Securities
  30   Select Income
  31   High Yield

  Multiple Asset Funds
  71   Balanced
  70   Multi-Asset Allocation

  Equity-Income Funds
  15   Industrial Income
  58   Utilities

  Growth Funds
  10   Growth
  20   Dynamics
  74   Small Company
  60   Emerging Growth

  Sector Funds
  50   Energy
  59   Environmental Services
  57   Financial Services
  51   Gold
  52   Health Sciences
  53   Leisure
  55   Technology
  38   Worldwide Capital Goods
  39   Worldwide Communications

  International Funds
  49   International Growth
  56   European
  37   European Small Company
  34   Latin American Growth
  54   Pacific Basin

  For more information about any of the INVESCO Funds, including management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.


<PAGE>


INVESCO Value Trust
Ten Largest Common Stock Holdings
February 28, 1995
Description                                                        Value
TOTAL RETURN Fund
International Business Machines                               $5,267,500
Computer Associates International                              5,187,000
Lilly (Eli) & Co                                               5,025,000
American Home Products                                         4,647,500
Ford Motor                                                     4,571,875
Philip Morris                                                  4,556,250
Heinz (H J) Co                                                 4,331,250
Merck & Co                                                     4,237,500
Anheuser-Busch Cos                                             4,228,125
American Brands                                                4,111,250

VALUE EQUITY Fund
Disney (Walt) Co                                              $2,668,750
PepsiCo Inc                                                    2,535,300
Pitney-Bowes Inc                                               2,353,650
General Re                                                     2,344,500
Philip Morris                                                  2,308,500
Textron Inc                                                    2,299,500
Exxon Corp                                                     2,257,600
Raytheon Co                                                    2,256,000
McDonald's Corp                                                2,227,750
CINergy Corp                                                   2,190,375

*Composition of holdings is subject to change.


<PAGE>


INVESCO Value Trust
Statement of Investment Securities
February 28, 1995
UNAUDITED
                                                   Shares or
                                                   Principal
Description                                           Amount             Value

INTERMEDIATE GOVERNMENT BOND Fund
FIXED INCOME SECURITIES  94.26%
US Government Obligations  88.10%
US Treasury Notes
   8.500%, 7/15/1997                              $5,000,000        $5,178,125
   8.500%, 2/15/2000                              $5,000,000         5,296,875
   7.375%, 5/15/1996                              $4,000,000         4,036,244
   6.375%, 7/15/1999                              $5,000,000         4,876,555
   6.375%, 8/15/2002                              $3,000,000         2,857,500
   5.125%, 3/31/1998                              $4,000,000         3,801,244
US Treasury Bonds
   9.375%, 2/15/2006                              $3,000,000         3,464,058
   8.125%, 8/15/2019                              $5,000,000         5,284,375
US Treasury Security Stripped
   Interest Payment, Generic Tint
   Payment, 11/15/2004                            $2,000,000           988,778
                                                                 -------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $35,801,055)                                               35,783,754
                                                                 -------------
US Government Agency Obligations  6.16%
Government National Mortgage
   Association I, Modified
   Pass-Through Certificates
   7.000%, 10/15/2008                               $844,785           818,866
   6.500%, 10/15/2008                               $896,865           848,882
   6.000%, 11/15/2008                               $905,504           836,513
                                                                 -------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $2,721,160)                                                 2,504,261
                                                                 -------------
TOTAL FIXED INCOME SECURITIES
   (Cost $38,522,215)                                               38,288,015
                                                                 -------------
SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS  5.74%
Repurchase  Agreement  with State  Street  Bank & Trust Co dated  2/28/1995  due
   3/1/1995 at 5.500%,  repurchased at $2,330,356 (Collateralized by US Treasury
   Notes due 10/31/1996 at 6.875%, value $2,378,389)
   (Cost $2,330,000)                              $2,330,000         2,330,000
                                                                 -------------




TOTAL INVESTMENT
   SECURITIES AT VALUE  100.00%
   (Cost $40,852,215)
   (Cost for Income Tax Purposes
   $40,856,738)                                                    $40,618,015
                                                                 =============

TOTAL RETURN Fund
COMMON STOCKS  56.26%
AEROSPACE & DEFENSE  2.22%
Boeing Co                                             75,000        $3,459,375
Lockheed Corp                                         50,000         3,881,250
                                                                 -------------
                                                                     7,340,625
                                                                 -------------
AUTOMOBILE RELATED  1.38%
Ford Motor                                           175,000         4,571,875
                                                                 -------------
BANKING  3.31%
First of America Bank                                100,000         3,387,500
NationsBank Corp                                      50,000         2,493,750
SunTrust Banks                                        29,000         1,562,375
Wachovia Corp                                        100,000         3,475,000
                                                                 -------------
                                                                    10,918,625
                                                                 -------------
CHEMICALS  1.83%
Dow Chemical                                          50,000         3,350,000
Imperial Chemical
   Industries PLC ADR                                 60,000         2,677,500
                                                                 -------------
                                                                     6,027,500
                                                                 -------------
COMPUTER RELATED  5.33%
Compaq Computer*                                      90,000         3,105,000
Computer Associates International                     91,000         5,187,000
Hewlett-Packard Co                                    35,000         4,025,000
International Business Machines                       70,000         5,267,500
                                                                 -------------
                                                                    17,584,500
                                                                 -------------
DIVERSIFIED COMPANIES  8.00%
du Pont (E I) de Nemours                              50,000         2,806,250
Hanson PLC Sponsored ADR                             200,000         3,750,000
Loews Corp                                            30,000         2,913,750
Minnesota Mining & Manufacturing                      60,000         3,285,000
National Service Industries                           76,200         2,047,875
Norsk Hydro AS Sponsored ADR                         100,000         3,775,000
Philip Morris                                         75,000         4,556,250
Textron Inc                                           60,000         3,285,000
                                                                 -------------
                                                                    26,419,125
                                                                 -------------
FINANCE RELATED  1.17%
Dun & Bradstreet                                      75,000         3,871,875
                                                                 -------------
FOOD PRODUCTS & BEVERAGES   3.33%
Anheuser-Busch Cos                                    75,000         4,228,125
Heinz (H J) Co                                       110,000         4,331,250
Unilever NV New York Shrs                             20,000         2,430,000
                                                                 -------------
                                                                    10,989,375
                                                                 -------------
FOOD STORES - WHOLESALE    0.43%
SuperValu Inc                                         55,600         1,431,700
                                                                 -------------
HEALTH CARE FACILITIES    0.68%
Columbia/HCA Healthcare                               53,862         2,228,540
                                                                 -------------
INSURANCE    1.86%
American General                                      80,000         2,530,000
Provident Life & Accident
   Insurance of America Class A                       37,100           844,025
SAFECO Corp                                           50,000         2,750,000
                                                                 -------------
                                                                     6,124,025
                                                                 -------------
INVESTMENT BROKERS  1.22%
Morgan Stanley Group                                  60,000        $4,042,500
                                                                 -------------
MEDICAL RELATED - DRUGS  6.84%
Abbott Laboratories                                  100,000         3,550,000
Allergan Inc                                          48,300         1,394,663
American Home Products                                65,000         4,647,500
Lilly (Eli) & Co                                      75,000         5,025,000
Marion Merrell Dow                                   150,000         3,731,250
Merck & Co                                           100,000         4,237,500
                                                                 -------------
                                                                    22,585,913
                                                                 -------------
METALS  0.55%
Alcan Aluminium                                       75,000         1,818,750
                                                                 -------------
OIL & GAS RELATED  2.87%
Amoco Corp                                            60,000         3,555,000
Repsol SA Sponsored ADR                              125,000         3,578,125
Royal Dutch Petroleum
   5 Gldr Shrs                                        21,000         2,354,625
                                                                 -------------
                                                                     9,487,750
                                                                 -------------
PAPER & PAPER PRODUCTS  0.90%
Westvaco Corp                                         75,000         2,962,500
                                                                 -------------
POLLUTION CONTROL RELATED  0.94%
Browning-Ferris Industries                           100,000         3,112,500
                                                                 -------------
RETAIL    5.15%
K mart Corp                                          200,000         2,550,000
McDonald's Corp                                      100,000         3,325,000
Melville Corp                                        125,000         4,062,500
Rite Aid                                             150,000         3,712,500
Tandy Corp                                            75,000         3,356,250
                                                                 -------------
                                                                    17,006,250
                                                                 -------------
TEXTILES & APPAREL MANUFACTURERS  1.56%
Liz Claiborne                                        125,000         2,015,625
Shaw Industries                                      200,000         3,125,000
                                                                 -------------
                                                                     5,140,625
                                                                 -------------
TOBACCO  1.25%
American Brands                                      110,000         4,111,250
                                                                 -------------
TOOLS  1.03%
Snap-On Inc                                          100,000         3,400,000
                                                                 -------------
UTILITIES  4.41%
Centerior Energy                                     100,000           975,000
NYNEX Corp                                            75,000         2,943,750
Telefonica de Espana SA
   Sponsored ADR                                     100,000         3,750,000
Texas Utilities                                      100,000         3,287,500
U S WEST                                              27,000         1,046,250
Unicom Corp                                          100,000         2,550,000
                                                                 -------------
                                                                    14,552,500
                                                                 -------------
TOTAL COMMON STOCKS
   (Cost $154,211,772)                                             185,728,303
                                                                 -------------
FIXED INCOME SECURITIES  39.57%
US Government Obligations  34.78%
US Treasury Notes
   8.750%, 8/15/2000                             $10,000,000        10,743,750
   8.250%, 7/15/1998                              $8,000,000        $8,307,488
   8.000%, 1/15/1997                              $4,000,000         4,086,244
   7.875%, 1/15/1998                              $1,750,000         1,794,294
   7.875%, 11/15/1999                             $7,100,000         7,326,313
   7.375%, 5/15/1996                              $3,300,000         3,329,901
   6.375%, 7/15/1999                              $3,000,000         2,925,933
   6.375%, 8/15/2002                             $10,000,000         9,525,000
US Treasury Bonds
   9.375%, 2/15/2006                             $14,000,000        16,165,604
   9.250%, 2/15/2016                             $15,000,000        17,592,165
   8.125%, 8/15/2019                             $13,000,000        13,739,375
   7.250%, 8/15/2022                             $20,000,000        19,287,500
                                                                 -------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $112,034,367)                                             114,823,567
                                                                 -------------
US Government Agency Obligations  1.85%
Federal National Mortgage
   Association, Gtd Mortgage
   Pass-Through Certificates
   7.500%, 8/1/2007                               $2,349,107         2,323,382
Government National Mortgage
   Association I, Modified
   Pass-Through Certificates
   7.000%, 10/15/2008                             $1,298,271         1,258,438
   6.500%, 10/15/2008                             $1,345,297         1,273,323
   6.000%, 11/15/2008                             $1,358,256         1,254,769
                                                                 -------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $6,480,224)                                                 6,109,912
                                                                 -------------
Corporate Bonds  2.94%
AUTOMOBILE RELATED  0.23%
Ford Motor, Notes
   7.500%, 11/15/1999                               $750,000           745,177
                                                                 -------------
BANKING  0.34%
NationsBank Corp, Sr Notes
   5.375%, 4/15/2000                              $1,250,000         1,130,071
                                                                 -------------
FINANCE RELATED  1.01%
Associates Corp of North America, Notes
   4.750%, 8/1/1996                               $1,200,000         1,162,354
Beneficial Corp Medium-Term Notes
   5.350%, 10/8/1998                                $800,000           744,354
International Lease Finance, Notes
   5.625%, 3/1/1998                               $1,500,000         1,426,000
                                                                 -------------
                                                                     3,332,708
                                                                 -------------
FOOD PRODUCTS & BEVERAGES  0.46%
PepsiCo Inc, Deb
   7.750%, 10/1/1998                              $1,500,000         1,519,500
                                                                 -------------
RETAIL  0.22%
Wal-Mart Stores, Notes
   5.500%, 3/1/1998                                 $750,000           714,680
                                                                 -------------
UTILITIES  0.22%
Union Electric, 1st Mortgage
   6.750%, 10/15/1999                               $750,000          $726,496
                                                                 -------------
WASTE MANAGEMENT  0.46%
Waste Management, Notes
   7.875%, 8/15/1996                              $1,500,000         1,518,862
                                                                 -------------
   TOTAL CORPORATE BONDS
   (Cost $10,108,465)                                                9,687,494
                                                                 -------------
TOTAL FIXED INCOME SECURITIES
(Cost $128,623,056)                                                130,620,973
                                                                 -------------
SHORT-TERM  INVESTMENTS  4.17%  
Commercial  Paper 1.51% 
MEDICAL  RELATED - DRUGS
1.51% Warner-Lambert Co
   5.900%, 3/15/1995
   (Cost $4,988,528)                              $5,000,000         4,988,528
                                                                 -------------


Repurchase Agreements  2.66%
Repurchase Agreement with
   State  Street  Bank & Trust  Co  
   dated  2/28/1995  due  3/1/1995  
   at  5.500%, repurchased at 
   $8,766,339 (Collateralized by US 
   Treasury Notes due 10/31/1996
   at 6.875%, value $8,949,712)
   (Cost $8,765,000)                              $8,765,000         8,765,000
                                                                 -------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $13,753,528)                                               13,753,528
                                                                 -------------
TOTAL INVESTMENT 
   SECURITIES AT VALUE 100.00% 
   (Cost $296,588,356) 
   (Cost for Income Tax Purposes
   $296,603,016)                                                   330,102,804
                                                                 =============
VALUE EQUITY Fund
COMMON STOCKS  89.80%
AEROSPACE & DEFENSE  3.13%
Boeing Co                                             25,000        $1,153,125
E-Systems Inc                                         26,700         1,168,125
Lockheed Corp                                         22,000         1,707,750
                                                                 -------------
                                                                     4,029,000
                                                                 -------------
AGRICULTURAL  0.79%
Pioneer Hi-Bred International                         30,000         1,012,500
                                                                 -------------
AUTOMOBILE RELATED  1.12%
Ford Motor                                            55,000         1,436,875
                                                                 -------------
BANKING  3.70%
Boatmen's Bancshares                                  53,000         1,643,000
NBD Bancorp                                           50,000         1,556,250
Wachovia Corp                                         45,000         1,563,750
                                                                 -------------
                                                                     4,763,000
                                                                 -------------
CHEMICALS  3.47%
Dow Chemical                                          30,000         2,010,000
Imperial Chemical
   Industries PLC ADR                                 25,000        $1,115,625
Nalco Chemical                                        39,000         1,340,625
                                                                 -------------
                                                                     4,466,250
                                                                 -------------
COMPUTER RELATED   4.92%
Automatic Data Processing                             17,000         1,045,500
Compaq Computer*                                      39,000         1,345,500
Computer Associates International                     31,000         1,767,000
Hewlett-Packard Co                                    19,000         2,185,000
                                                                 -------------
                                                                     6,343,000
                                                                 -------------
DIVERSIFIED COMPANIES  9.24%
General Electric                                      27,000         1,481,625
Hanson PLC Sponsored ADR                             102,000         1,912,500
Minnesota Mining & Manufacturing                      30,000         1,642,500
Philip Morris                                         38,000         2,308,500
Paytheon Co                                           32,000         2,256,000
Textron Inc                                           42,000         2,299,500
                                                                 -------------
                                                                    11,900,625
                                                                 -------------
ELECTRICAL EQUIPMENT  1.33%
Emerson Electric                                      26,000         1,719,250
                                                                 -------------
FINANCE RELATED  1.20%
Dun & Bradstreet                                      30,000         1,548,750
                                                                 -------------
FOOD PRODUCTS & BEVERAGES  5.32%
Anheuser-Busch Cos                                    23,000         1,296,625
Heinz (H J) Co                                        35,000         1,378,125
PepsiCo Inc                                           64,800         2,535,300
Tyson Foods Class A                                   67,000         1,649,875
                                                                 -------------
                                                                     6,859,925
                                                                 -------------
FOOD STORES - WHOLESALE  0.75%
Fleming Cos                                           49,900           973,050
                                                                 -------------
HEALTH CARE  2.59%
Columbia/HCA Healthcare                               45,000         1,861,875
Manor Care                                            50,000         1,481,250
                                                                 -------------
                                                                     3,343,125
                                                                 -------------
HOUSEHOLD APPLIANCES  1.34%
Maytag Corp                                          104,500         1,724,250
                                                                 -------------
INSURANCE  7.32%
American General                                      57,000         1,802,625
American International Group                          19,000         1,971,250
General Re                                            18,000         2,344,500
Jefferson-Pilot Corp                                  29,050         1,655,850
SAFECO Corp                                           30,000         1,650,000
                                                                 -------------
                                                                     9,424,225
                                                                 -------------
INVESTMENT BROKERS  2.46%
Morgan Stanley Group                                  31,000         2,088,625
Salomon Inc                                           30,000         1,080,000
                                                                 -------------
                                                                     3,168,625
                                                                 -------------
MEDICAL RELATED - DRUGS  8.43%
Abbott Laboratories                                   57,000         2,023,500
American Home Products                                26,000         1,859,000
Bristol-Myers Squibb                                  30,000         1,860,000
Lilly (Eli) & Co                                      32,000         2,144,000
Merck & Co                                            48,000        $2,034,000
Schering-Plough Corp                                  12,000           940,500
                                                                 -------------
                                                                    10,861,000
                                                                 -------------
OFFICE EQUIPMENT  1.83%
Pitney-Bowes Inc                                      66,300         2,353,650
                                                                 -------------
OIL & GAS RELATED  7.07%
Amoco Corp                                            35,000         2,073,750
Atlantic Richfield                                    18,000         1,973,250
Exxon Corp                                            35,275         2,257,600
Repsol SA Sponsored ADR                               43,000         1,230,875
Royal Dutch Petroleum
   5 Gldr Shrs                                        13,976         1,567,059
                                                                 -------------
                                                                     9,102,534
                                                                 -------------
PAPER & PAPER PRODUCTS  1.31%
Westvaco Corp                                         42,700         1,686,650
                                                                 -------------
POLLUTION CONTROL RELATED  1.57%
Browning-Ferris Industries                            18,500           575,813
WMX Technologies                                      55,000         1,450,625
                                                                 -------------
                                                                     2,026,438
                                                                 -------------
PUBLISHING  0.88%
Donnelley (R R) & Sons                                33,000         1,130,250
                                                                 -------------
RECREATION SERVICES  2.07%
Disney (Walt) Co                                      50,000         2,668,750
                                                                 -------------
RETAIL  7.80%
Dillard Department Stores
   Class A                                            57,000         1,567,500
Giant Food Class A                                    64,000         1,520,000
Home Depot                                            34,000         1,525,750
K mart Corp                                          125,800         1,603,950
McDonald's Corp                                       67,000         2,227,750
Russell Corp                                          34,500         1,043,625
Toys "R" Us*                                          20,000           557,500
                                                                 -------------
                                                                    10,046,075
                                                                 -------------
TEXTILES & APPAREL MANUFACTURERS  1.66%
Liz Claiborne                                         60,000           967,500
Shaw Industries                                       75,000         1,171,875
                                                                 -------------
                                                                     2,139,375
                                                                 -------------
TOBACCO  1.45%
American Brands                                       50,000         1,868,750
                                                                 -------------
TRANSPORTATION  0.95%
Hunt (J B) Transport Services                         63,000         1,228,500
                                                                 -------------
UTILITIES  6.10%
CINergy Corp                                          88,500         2,190,375
SCEcorp                                               93,000         1,522,875
Southern New England Telecommunications               46,000         1,523,750
Telefonos de Mexico SA de CV Sponsored ADR
   Representing Ord Series L Shrs                     58,000         1,602,250
Unicom Corp                                           40,000         1,020,000
                                                                 -------------
                                                                     7,859,250
                                                                 -------------
TOTAL COMMON STOCKS
   (Cost $105,123,484)                                             115,683,672
                                                                 -------------
SHORT-TERM INVESTMENTS  10.20%
Commercial Paper  6.49%
AGRICULTURAL  0.77%
Cargill Inc
   5.900%, 3/16/1995                              $1,000,000          $997,542
                                                                 -------------
MEDICAL RELATED - DRUGS  3.10%
Warner-Lambert Co
   5.900%, 3/15/1995                              $4,000,000         3,990,822
                                                                 -------------
PUBLISHING    2.62%
Donnelley (R R) & Sons
   6.030%, 4/17/1995                              $3,400,000         3,373,233
                                                                 -------------
TOTAL COMMERCIAL PAPER
   (Cost $8,361,597)                                                 8,361,597
                                                                 -------------
Repurchase Agreements  3.71%
Repurchase Agreement with
   State  Street  Bank & Trust  Co  dated  2/28/1995  due  3/1/1995  at  5.500%,
   repurchased at $4,785,731 (Collateralized by US Treasury Notes due 10/31/1996
   at 6.875%, value $4,884,923)
   (Cost $4,785,000)                              $4,785,000         4,785,000
                                                                 -------------
TOTAL SHORT-TERM
   INVESTMENTS
   (Cost $13,146,597)                                               13,146,597
                                                                 -------------
TOTAL  INVESTMENT  
   SECURITIES AT VALUE  100.00%  
   (Cost  $118,270,081)  
   (Cost for Income Tax Purposes
   $118,463,396)                                                  $128,830,269
                                                                 =============


*Security is non-income producing.

See Notes to Financial Statements


<PAGE>


INVESCO Value Trust
Statement of Assets and Liabilities
February 28, 1995
UNAUDITED
<TABLE>
<CAPTION>

                                                                    Intermediate
                                                  Government      Total Return     Value Equity
                                                   Bond Fund              Fund             Fund
<S>                                            <C>                <C>              <C>    

ASSETS
Investment Securities:
   At Cost                                     $40,852,215        $296,588,356     $118,270,081
                                               ========================================
   At Value                                      $40,618,015      $330,102,804     $128,830,269
Cash                                                       0            83,999           82,978
Receivables:
   Investment Securities Sold                              0                 0        1,492,531
   Fund Shares Sold                                  138,679         2,064,146          989,400
   Dividends and Interest                            329,531         1,600,738          422,057
Prepaid Expenses and Other Assets                     17,286            56,010           35,629
                                               ----------------------------------------
TOTAL ASSETS                                      41,103,511       333,907,697      131,852,864
                                               ----------------------------------------
LIABILITIES
Payables:
   Custodian                                           5,549                 0                0
   Distributions to Shareholders                       4,228           100,122           33,051
   Investment Securities Purchased                         0                 0        4,571,372
   Fund Shares Repurchased                           656,898           185,081           64,175
Accrued Expenses and Other Payables                    4,648            20,203           12,270
                                               ----------------------------------------
TOTAL LIABILITIES                                    671,323           305,406        4,680,868
                                               ----------------------------------------
Net Assets at Value                              $40,432,188      $333,602,291     $127,171,996
                                               ========================================
NET ASSETS
Paid-in Capital                                  $41,638,607      $299,573,000     $115,886,944
Accumulated Undistributed Net
   Investment Income (Loss)                                0          (36,789)           36,992
Accumulated Undistributed Net
   Realized Gain (Loss) on
   Investment Securities                           (972,219)           551,632          687,872
Net Appreciation (Depreciation) of
   Investment Securities                           (234,200)        33,514,448       10,560,188
                                               ----------------------------------------
Net Assets at Value                              $40,432,188      $333,602,291     $127,171,996
                                               ========================================
Shares Outstanding*                                3,324,969        17,761,893        7,249,124
Net Asset Value, Offering and Redemption
   Price per Share                                    $12.16            $18.78           $17.54
                                               =======================================
<FN>

*The Trust has one class of shares,  which may be divided into different series,
each  representing  an interest in a separate Fund. At February 28, 1995,  there
was an unlimited number of authorized Fund shares.

See Notes to Financial Statements
</FN>
</TABLE>


<PAGE>


INVESCO Value Trust
Statement of Operations
Six-Months Ended February 28, 1995
UNAUDITED
<TABLE>
<CAPTION>

                                                Intermediate
                                                  Government      Total Return     Value Equity
                                                   Bond Fund              Fund             Fund
<S>                                                <C>             <C>               <C>    

INVESTMENT INCOME
INCOME
Dividends                                                 $0        $2,665,172       $1,520,836
Interest                                           1,182,568         4,932,990          272,310
                                               ----------------------------------------
   TOTAL INCOME                                    1,182,568         7,598,162        1,793,146
                                               ----------------------------------------
EXPENSES
Investment Advisory Fees                              96,941         1,139,967          407,810
Transfer Agent Fees                                   66,875           185,892           77,534
Administrative Fees                                    7,423            27,799           13,378
Custodian Fees and Expenses                            3,190            12,731            4,386
Professional Fees and Expenses                         6,802            16,840            9,982
Registration Fees and Expenses                        12,828            27,307           18,071
Reports to Shareholders                                5,707            20,753            5,803
Trustees' Fees and Expenses                            4,215            13,801            7,295
Other Expenses                                         2,435             6,402            2,863
                                               ----------------------------------------
   TOTAL EXPENSES                                    206,416         1,451,492          547,122
                                               ----------------------------------------
NET INVESTMENT INCOME                                976,152         6,146,670        1,246,024
                                               ----------------------------------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on Investment
   Securities                                      (946,533)         1,838,599        3,676,609
Change in Net Appreciation of
   Investment Securities                           1,035,745         3,224,909          985,043
                                               ----------------------------------------
NET GAIN ON INVESTMENT SECURITIES                     89,212         5,063,508        4,661,652
                                               ----------------------------------------
Net Increase in Net Assets from
   Operations                                     $1,065,364       $11,210,178       $5,907,676
                                               ========================================
</TABLE>

See Notes to Financial Statements



<PAGE>


INVESCO Value Trust
Statement of Changes in Net Assets
<TABLE>
<CAPTION>

                                                          Intermediate Government
                                                                  Bond Fund                 Total Return Fund

                                                        Six-Months              Year        Six-Months              Year
                                                             Ended             Ended             Ended             Ended
                                                       February 28         August 31       February 28         August 31
                                                              1995              1994              1995              1994
                                                         UNAUDITED                           UNAUDITED
<S>                                                    <C>              <C>               <C>               <C>    

OPERATIONS
Net Investment Income                                     $976,152        $2,058,207        $6,146,670        $8,343,044
Net Realized Gain (Loss) on Investment
   Securities                                            (946,533)           620,157         1,838,599         2,193,169
Change in Net Appreciation
   (Depreciation) of Investment Securities               1,035,745       (2,854,227)         3,224,909         7,456,021
                                                      -----------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM
   OPERATIONS                                            1,065,364         (175,863)        11,210,178        17,992,234
                                                      -----------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                    (976,152)       (2,052,118)       (6,183,459)       (8,343,044)
In Excess of Net Investment Income                               0           (6,095)                 0       (1,271,098)
Net Realized Gain on Investment Securities                       0       (1,054,005)         (778,408)       (2,193,169)
In Excess of Net Realized Gain on
   Investment Securities                                         0                 0                 0       (1,987,157)
                                                      -----------------------------------------------------
TOTAL DISTRIBUTIONS                                      (976,152)       (3,112,218)       (6,961,867)      (13,794,468)
                                                      -----------------------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                           15,840,946        14,705,799        93,084,964       132,448,414
Reinvestment of Distributions                              942,135         2,969,516         6,766,624        13,327,958
                                                      -----------------------------------------------------
                                                        16,783,081        17,675,315        99,851,588       145,776,372
Amounts Paid for Repurchases of Shares                 (8,300,650)      (21,910,324)      (63,262,196)       77,433,579)
                                                      -----------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                          8,482,431       (4,235,009)        36,589,392        68,342,793
                                                      -----------------------------------------------------

Total Increase (Decrease) in Net Assets                  8,571,643       (7,523,090)        40,837,703        72,540,559
NET ASSETS
Beginning of Period                                     31,860,545        39,383,635       292,764,588       220,224,029
                                                      -----------------------------------------------------
End of Period                                          $40,432,188       $31,860,545      $333,602,291      $292,764,588
                                                      ======================================================
Accumulated Undistributed Net Investment
   Income (Loss) Included in Net
   Assets at End of Period                                      $0                $0         $(36,789)                $0

FUND SHARE TRANSACTIONS
Shares Sold                                              1,322,530         1,154,467         5,067,956         7,264,152
Shares Issued from Reinvestment
   of Distributions                                         78,788           235,197           368,416           728,959
                                                      -----------------------------------------------------
                                                         1,401,318         1,389,664         5,436,372         7,993,111
Shares Repurchased                                       (695,477)       (1,743,095)       (3,463,029)       (4,260,757)
                                                      -----------------------------------------------------
Net Increase (Decrease) in Fund Shares                     705,841         (353,431)         1,973,343         3,732,354
                                                      =====================================================
</TABLE>

See Notes to Financial Statements


<PAGE>


INVESCO Value Trust
Statement of Changes in Net Assets (Continued)


<TABLE>
<CAPTION>

                                                                                                 Value Equity Fund
                                                                                            Six-Months              Year
                                                                                                 Ended             Ended
                                                                                           February 28         August 31
                                                                                                  1995              1994
                                                                                             UNAUDITED
<S>                                                                                       <C>               <C>    

OPERATIONS
Net Investment Income                                                                       $1,246,024        $1,802,411
Net Realized Gain on Investment Securities                                                   3,676,609         5,051,741
Change in Net Appreciation of Investment Securities                                            985,043         2,024,162
                                                                                             ---------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS                                                   5,907,676         8,878,314
DISTRIBUTIONS TO SHAREHOLDERS                                                                ---------------------------

Net Investment Income                                                                      (1,209,032)       (1,802,411)
In Excess of Net Investment Income                                                                   0         (239,803)
Net Realized Gain on Investment Securities                                                 (7,115,174)       (5,176,510)
                                                                                             ---------------------------
TOTAL DISTRIBUTIONS                                                                        (8,324,206)       (7,218,724)
                                                                                             ---------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                                               43,655,952       106,482,312
Reinvestment of Distributions                                                                8,242,235         7,097,380
                                                                                             ---------------------------
                                                                                            51,898,187       113,579,692
                                                                                             ---------------------------

Amounts Paid for Repurchases of Shares                                                    (34,159,492)      (85,303,387)
                                                                                             ---------------------------
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS                                     17,738,695        28,276,305
                                                                                             ---------------------------
Total Increase in Net Assets                                                                15,322,165        29,935,895
NET ASSETS
Beginning of Period                                                                        111,849,831        81,913,936
                                                                                             ---------------------------
End of Period                                                                             $127,171,996      $111,849,831
                                                                                             ===========================
Accumulated Undistributed Net Investment Income
   Included in Net Assets at End of Period                                                      $6,992                $0

FUND SHARE TRANSACTIONS
Shares Sold                                                                                  2,519,652         6,026,761
Shares Issued from Reinvestment of Distributions                                               491,957           405,056
                                                                                             ---------------------------
                                                                                             3,011,609         6,431,817
Shares Repurchased                                                                         (1,936,182)       (4,861,383)
                                                                                             ---------------------------
Net Increase in Fund Shares                                                                  1,075,427         1,570,434
                                                                                             ===========================
</TABLE>

See Notes to Financial Statements





<PAGE>


INVESCO Value Trust
Notes to Financial Statements
UNAUDITED
NOTE 1 - SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO Value Trust (the "Trust") is
registered  under  the  Investment   Company  Act  of  1940  (the  "Act")  as  a
diversified,  open-end  management  investment  company.  The Trust is organized
under  the laws of the  Commonwealth  of  Massachusetts  and  consists  of three
separate funds:  Intermediate Government Bond Fund ("Government Bond") and Value
Equity Fund ("Value  Equity") which commenced  investment  operations on May 19,
1986  and  Total  Return  Fund  ("Total  Return")  which  commenced   investment
operations on September 22, 1987. The Trust's  fiscal  year-end was changed from
December  31 to August 31 in 1993.  The  following  is a summary of  significant
accounting policies consistently followed by the Trust in the preparation of its
financial  statements.  A.  SECURITY  VALUATION  - Equity  securities  traded on
national securities  exchanges or in the  over-the-counter  market are valued at
the last sale price in the market where such securities are primarily traded. If
last sale prices are not available, securities are valued at the highest closing
bid price obtained from one or more dealers making a market for such  securities
or by a pricing service  approved by the Trust's  trustees.  Debt securities are
valued at evaluated bid prices as determined  by a pricing  service  approved by
the Trust's trustees. If evaluated bid prices are not available, debt securities
are valued by averaging the bid prices  obtained from one or more dealers making
a market for such securities. If market quotations or pricing service valuations
are not readily available,  securities are valued at fair value as determined in
good  faith  by the  Trust's  trustees.  Short-term  securities  are  stated  at
amortized cost (which approximates market value) if maturity is 60 days or less,
or at market value if maturity is greater than 60 days. B. REPURCHASE AGREEMENTS
- - -  Repurchase  agreements  held by the Trust are  fully  collateralized  by U.S.
Government  securities  and such  collateral is in the possession of the Trust's
custodian.  The collateral is evaluated daily to ensure its market value exceeds
the  current  market  value  of  the  repurchase  agreements  including  accrued
interest.  C. SECURITY  TRANSACTIONS  AND RELATED  INVESTMENT  INCOME - Security
transactions are accounted for on the trade date and dividend income is recorded
on the ex dividend  date.  Interest  income,  which may be  comprised  of stated
coupon rate,  market  discount and  original  issue  discount is recorded on the
accrual  basis.  Discounts on debt  securities  purchased are amortized over the
life of the  respective  security as  adjustments  to interest  income.  Cost is
determined on the specific  identification  basis.  Investments in securities of
governmental  agencies may only be guaranteed by the respective agency's limited
authority to borrow from the U. S.  Government  and may not be guaranteed by the
full faith and credit of the United  States.  D.  FEDERAL  AND STATE TAXES - The
Trust has complied with the provisions of the Internal  Revenue Code  applicable
to regulated investment companies and, accordingly,  has made or intends to make
sufficient  distributions  of net  investment  income and net  realized  capital
gains, if any, to relieve it from all federal and state income taxes and federal
excise taxes.  Government Bond incurred and elected to defer post-October 31 net
capital  losses of $31,563 to the period ended  August 31,  1994.  To the extent
future capital gains are offset by such deferred losses, these gains will not be
distributed  to  shareholders.  Dividends  paid by the Trust from net investment
income and  distributions  of net  realized  short-term  capital  gains are, for
federal  income tax purposes,  taxable as ordinary  income to  shareholders.  E.
DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS - For Value Equity and Total Return
Funds  dividends  and  distributions  to  shareholders  are  recorded  on the ex
dividend/distribution  date.  All of Government  Bond net  investment  income is
distributed  to  shareholders  by  dividends  declared  daily and paid  monthly.
Reinvestment  of dividends  is effected at the  month-end  net asset value.  The
Trust  distributes net realized  capital gains,  if any, to its  shareholders at
least annually,  if not offset by capital loss carryovers.  Income distributions
and capital gain  distributions  are  determined in  accordance  with income tax
regulations  which may differ from  generally  accepted  accounting  principles.
These differences are primarily due to differing  treatments for mortgage-backed
securities,  market  discounts,  nontaxable  dividends,  net  operating  losses,
expiring  capital loss  carryforwards  and deferral of wash sales. F. EXPENSES -
Each of the Funds bears  expenses  incurred  specifically  on its behalf and, in
addition,  each Fund bears a portion of general expenses,  based on the relative
net assets of each Fund.  NOTE 2 -  INVESTMENT  ADVISORY  AND OTHER  AGREEMENTS.
INVESCO Funds Group, Inc. ("IFG") serves as the Trust's investment  adviser.  As
compensation for its services to the Trust, IFG receives an investment  advisory
fee which is accrued daily at the applicable  rate and paid monthly.  The fee is
based on the annual rate of each Fund's average net assets as follows:

                                          AVERAGE NET ASSETS
                                     %0 to      $500 Million              over
                                      $500             to $1                $1
Fund                               Million           Billion           Billion

Government Bond                      0.60%             0.50%             0.40%
Total Return                         0.75%             0.65%             0.50%
Value Equity                         0.75%             0.65%             0.50%

In accordance  with a  Sub-Advisory  Agreement  between IFG and INVESCO  Capital
Management, Inc. ("ICM"), an affiliate of IFG, investment decisions of the Trust
are made by ICM.  Fees  for  such  sub-advisory  services  are  paid by IFG.  In
accordance with an Administrative Agreement, each Fund pays IFG an annual fee of
$10,000,  plus an  additional  amount  computed  at an annual  rate of 0.015% of
average net assets to provide administrative,  accounting and clerical services.
The fee is accrued daily and paid monthly.  IFG receives a transfer agent fee at
an annual rate of $14.00 for Total Return Fund and Value Equity Fund, and $20.00
for  Government  Bond Fund per  shareholder  account,  or per  participant in an
omnibus  account.  IFG may pay such fee for  participants in omnibus accounts to
affiliates  or third  parties.  The fee is paid  monthly at  one-twelfth  of the
annual fee and is based upon the actual  number of accounts in existence  during
each  month.  NOTE 3 - PURCHASES  AND SALES OF  INVESTMENT  SECURITIES.  For the
six-months ended February 28, 1995, the aggregate cost of purchases and proceeds
from sales of investment  securities  (excluding all U.S. Government  securities
and short-term securities) were as follows:

Fund                                         Purchases                   Sales
Total Return                               $17,480,440             $13,489,977
Value Equity                                42,389,385              29,720,017

The  aggregate  cost of  purchases  and proceeds  from sales of U.S.  Government
securities were as follows:

Fund                                         Purchases                   Sales
Government Bond                            $31,924,831             $24,184,727
Total Return                               109,798,906              79,379,837

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  28,  1995,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting  net  appreciation  (depreciation)  by Fund were as
follows:

                                                                           Net
                                     Gross             Gross      Appreciation
                              Appreciation      Depreciation    (Depreciation)
Government Bond                   $317,881          $556,604        $(238,723)
Total Return                    39,390,842         5,891,055        33,499,788
Value Equity                    13,471,621         3,104,748        10,366,873

NOTE 5 -  TRANSACTIONS  WITH  AFFILIATES.  Certain of the Trust's  officers  and
trustees are also officers and directors of ICM or IFG. The Trust has adopted an
unfunded  noncontributory  defined benefit pension plan covering all independent
trustees  of the Trust who will have  served as an  independent  trustee  for at
least five years at the time of  retirement.  Benefits under this plan are based
on an annual rate equal to 25% of the  retainer  fee at the time of  retirement.
Pension  expenses  for the  six-months  ended  February  28,  1995,  included in
Trustees'  Fees and Expenses in the Statements of  Operations,  prepaid  pension
costs and accrued  pension  liability  included in prepaid  expenses and accrued
expenses,  respectively,  in the  Statement  of Assets and  Liabilities  were as
follows:

                                                     Prepaid           Accrued
                                  Pension            Pension           Pension
Fund                              Expenses             Costs         Liability
Government Bond                        $32            $1,608            $1,640
Total Return                           297            14,924            15,221
Value Equity                           122             6,113             6,235





<PAGE>


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

                                                 Six-Months         Year      Period
                                                       Ended       Ended       Ended
                                                 February 28   August 31   August 31         Year Ended December 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)
<S>                                                 <C>         <C>         <C>         <C>          <C>         <C>
Intermediate Government Bond Fund

PER SHARE DATA
Net Asset Value-- Beginning of Period                 $12.16      $13.25      $12.68      $12.89      $12.13      $12.07
                                                     ------      ------       ------      ------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.36        0.70        0.48        0.90        0.89        1.00
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                       0.00      (0.75)        0.57      (0.16)        0.77        0.05
                                                     ------      ------       ------      ------------------------------
Total from Investment Operations                        0.36      (0.05)        1.05        0.74        1.66        1.05
                                                     ------      ------       ------      ------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+                   0.36        0.70        0.48        0.90        0.90        0.99
Distributions from Capital Gains                        0.00        0.34        0.00        0.05        0.00        0.00
                                                     ------      ------       ------      ------------------------------
Total Distributions                                     0.36        1.04        0.48        0.95        0.90        0.99
Net Asset Value-- End of Period                       $12.16      $12.16      $13.25      $12.68      $12.89      $12.13
                                                     ======      ======       ======      ==============================

TOTAL RETURN                                          3.02%*     (0.37%)      8.38%*       6.03%      14.16%       9.08%

RATIOS
Net Assets-- End of Period ($000 Omitted)            $40,432     $31,861     $39,384     $29,649     $24,385     $18,380
Ratio of Expenses to Average Net Assets#              0.63%*       1.07%      0.96%~       0.97%       0.93%       0.85%
Ratio of Net Investment Income to
   Average Net Assets#                                3.00%*       5.58%      5.48%~       6.38%       7.28%       8.16%
Portfolio Turnover Rate                                 76%*         49%        34%*         93%         51%         31%

<FN>

+Distributions  in excess of net investment income for the year ended August 31,
1994 aggregated less than $0.01 on a per share basis.

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

#Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the year
ended  December 31, 1990.  If such expenses had not been  voluntarily  absorbed,
ratio of expenses  to average net assets  would have been 0.96% and ratio of net
investment income to average net assets would have been 8.05%.

~Annualized

</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                  Six-Months        Year      Period
                                                       Ended       Ended       Ended
                                                 February 28   August 31   August 31         Year Ended December 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)
<S>                                                 <C>         <C>         <C>         <C>          <C>         <C>

Total Return Fund

PER SHARE DATA
Net Asset Value-- Beginning of Period                 $18.54      $18.27      $17.18      $16.43      $14.21      $15.08
                                                     ------      ------       ------      ------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.36        0.69        0.40        0.66        0.71        0.74
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                       0.29        0.60        1.09        0.93        2.78      (0.80)
                                                     ------      ------       ------      ------------------------------
Total from Investment Operations                        0.65        1.29        1.49        1.59        3.49      (0.06)
                                                     ------      ------       ------      ------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.36        0.60        0.40        0.65        0.72        0.75
In Excess of Net Investment Income                      0.00        0.09        0.00        0.00        0.00        0.00
Distributions from Capital Gains                        0.05        0.17        0.00        0.19        0.55        0.06
In Excess of Capital Gains                              0.00        0.16        0.00        0.00        0.00        0.00
                                                     ------       ------      ------       -----------------------------
Total Distributions                                     0.41        1.02        0.40        0.84        1.27        0.81
                                                     ------      ------       ------       -----------------------------
Net Asset Value-- End of Period                       $18.78      $18.54      $18.27      $17.18      $16.43      $14.21
                                                     ======      ======       ======       =============================

TOTAL RETURN                                          3.55%*       7.22%      8.72%*       9.84%      24.96%     (0.35%)

RATIOS
Net Assets-- End of Period ($000 Omitted)           $333,602    $292,765    $220,224    $137,196     $82,219     $54,874
Ratio of Expenses to Average Net Assets               0.47%*       0.96%      0.93%~       0.88%       0.92%       1.00%
Ratio of Net Investment Income to
   Average Net Assets                                 2.01%*       3.31%      3.51%~       4.06%       4.62%       5.22%
Portfolio Turnover Rate                                 32%*         12%        19%*         13%         49%         24%
<FN>

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

~Annualized
</FN>
</TABLE>


<PAGE>


INVESCO Value Trust
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)
<TABLE>
<CAPTION>
                                                  Six-Months        Year      Period
                                                       Ended       Ended       Ended
                                                 February 28   August 31   August 31         Year Ended December 31
                                                        1995        1994        1993        1992        1991        1990
                                                   UNAUDITED                (Note 1)
<S>                                                 <C>         <C>         <C>         <C>          <C>         <C>

Value Equity Fund

PER SHARE DATA
Net Asset Value-- Beginning of Period                 $18.12      $17.79      $16.91      $16.57      $13.88      $15.32
                                                     ------      ------       ------      ------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.19        0.36        0.24        0.36        0.40        0.44
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                       0.59        1.20        0.88        0.45        4.54      (1.33)
                                                     ------      ------       ------      ------------------------------
Total from Investment Operations                        0.78        1.56        1.12        0.81        4.94      (0.89)
                                                     ------      ------       ------      ------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                    0.19        0.31        0.24        0.34        0.40        0.47
In Excess of Net Investment Income                      0.00        0.04        0.00        0.00        0.00        0.00
Distributions from Capital Gains                        1.17        0.88        0.00        0.13        1.85        0.06
                                                     ------      ------       ------      ------------------------------
Total Distributions                                     1.36        1.23        0.24        0.47        2.25        0.53
                                                     ------      ------       ------      ------------------------------
Net Asset Value-- End of Period                       $17.54      $18.12      $17.79      $16.91      $16.57      $13.80
                                                     ======      ======       ======      ============================== 

TOTAL RETURN                                          4.72%*       9.09%      6.65%*       4.98%      35.84%     (5.80%)

RATIOS
Net Assets-- End of Period ($000 Omitted)           $127,172    $111,850     $81,914     $78,608     $39,741     $29,825
Ratio of Expenses to Average Net Assets#              0.49%*       1.35%      1.00%~       0.91%       0.98%       1.00%
Ratio of Net Investment Income to
   Average Net Assets#                                1.11%*       2.42%      2.07%~       2.19%       2.39%       3.00%
Portfolio Turnover Rate                                 11%*         53%        35%*         37%         64%         23%
<FN>


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

#Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the year
ended  December 31, 1990.  If such expenses had not been  voluntarily  absorbed,
ratio of expenses  to average net assets  would have been 1.04% and ratio of net
investment income to average net assets would have been 2.96%.

~Annualized
</FN>
</TABLE>




<PAGE>


INVESCO FUNDS

     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

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




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