INVESCO VALUE TRUST
N-30D, 1995-10-30
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ANNUAL REPORT





August 31, 1995





INVESCO
VALUE
TRUST






INVESCO FUNDS



<PAGE>



Market Overview                                                   September 1995
     The U.S. economy may be close to achieving the "soft landing" analysts have
hoped for. Fearing the long-term,  corrosive  effects of inflation,  the Federal
Reserve Board actively sought to slow the U.S. economy in 1994. Over a period of
12 months, they doubled short-term interest rates.
      The plan may have  worked.  After  impressive  annualized  growth rates of
6.3%, 3.3%, 3.8%, 3.4%, and 5.1% in consecutive quarters, GDP advanced just 2.7%
during the first three months of 1995,  and was  estimated at 1.3% in the second
quarter. Now that they've reined in the galloping expansion, the Fed will act to
keep it at a sustainable  trot. In July,  they cut short-term  interest rates by
0.25%, and further cuts may be made if additional stimulus is required.
      Given the advances in the U.S. equities markets in the first half of 1995,
we're  likely  to see a  period  when  the  market  "digests"  its  gains  -- as
technology stocks did in mid-July, for instance. However, we do not anticipate a
significant setback in prices over the fourth quarter.
      In our opinion,  it's possible  interest  rates will drop further in 1995.
That will ease inflationary pressure somewhat, as well as have a positive impact
on the bond market.  Short-term rates could drop to 5.5% or less,  compared to a
6% Fed funds rate as of late June.  The benchmark  30-year  Treasury bond is now
yielding  around 6.6%; we may expect to see that  gradually  decrease.  Overall,
bond prices have advanced strongly since the fourth quarter of 1994.

                       --------------------------------

      The line graphs on the following  pages  illustrate the value of a $10,000
investment  in the INVESCO  Value Trust Funds,  plus  reinvested  dividends  and
capital gain  distributions,  for the periods through 8/31/95.  (Of course, past
performance  is not a guarantee of future  returns.)* The charts and other total
return figures cited reflect each fund's operating expenses,  but the indexes do
not have expenses, which would, of course, have lowered their performance.

Value Equity Fund
      For the year ended  8/31/95,  INVESCO Value Equity Fund had a total return
of 17.84%.  During the same period, the S&P 500 index achieved a total return of
21.35%. (Of course, past performance is not a guarantee of future results.)*

                              Value Equity Fund
                       Average Annualized Total Return
                                as of 8/31/95*

                        1 year                  17.84%
                        -------------------------------
                        5 years                 15.49%
                        -------------------------------
                        Since inception (5/86)  11.77%
                        -------------------------------

      During the first half of the fund's fiscal year -- September  1994 through
February 1995 -- the market  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
during this six-month period.  Our substantial  weighting in health-care  issues
was another positive factor.
      The six months ended 8/31/95 told a different  tale. As fears of recession
and inflation faded,  growth stocks returned to favor.  Technology and financial
companies especially saw strong price advances. Our portfolio strategy relies on
selection of individual stocks, rather than concentrating on particular industry
sectors;  while we hold  positions  in a wide variety of  industries,  we do not
utilize a timing  strategy that  temporarily  focuses on  particular  sectors in
turn. As a result of our  diversification  policy,  the fund  underperformed the
broad equity market during this six-month period.




<PAGE>



Graph:
     This  line  graph  represents  a  comparison  of  the  value  of a  $10,000
investment in the Value Equity Fund to the value of a $10,000  investment in the
S&P 500 Index,  assuming in each case  reinvestment of all dividends and capital
gain distributions, for the period from inception (5/86) through 8/31/95.

      The fund's  performance  has benefited  from its holdings in financial and
technology stocks. For instance,  American  International Group, General Re, and
Morgan  Stanley Group have all performed well since their initial  purchase,  as
have Compaq Computer, Hewlett-Packard Co, and Computer Associates International.
Over the past  months,  we have  taken  positions  in  stocks  in a  variety  of
industries. These include insurance (Marsh & McLennan), publishing (Gannett Co),
retail (J C Penney Co), and utilities (Southern Corp).
      We have closed several  positions which no longer met our criteria.  These
included firms whose marketing positions or managements, for instance, led us to
downgrade  their  long-term  prospects,  such as Pioneer  Hi-Bred  International
(agriculture),  Salomon Inc (investment brokers),  and Liz Claiborne (textiles &
apparel manufacturers).
     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 an MBA
from the  University  of Central  Florida and a BA from the  University of South
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.

Intermediate Government Bond Fund
      For the year ended 8/31/95,  INVESCO Intermediate Government Bond Fund had
a total  return of 10.36%.  During  the same  period,  the  Lehman  Intermediate
Government  Bond Index had a total return of 8.95%.  We are pleased to note that
in their 2/6/95 issue, U.S. News & World Report placed  Intermediate  Government
Bond Fund among its "best  funds for the long  haul."  Your fund was rated #8 of
572 medium-term  government bond funds.** (Of course,  past performance is not a
guarantee of future results.)*

                      Intermediate Government Bond Fund
                       Average Annualized Total Return
                                as of 8/31/95*

                       1 year                     10.36%
                       ----------------------------------
                       5 years                     8.77%
                       ----------------------------------
                       Since inception (5/86)      7.28%
                       ----------------------------------

Graph:
     This  line  graph  represents  a  comparison  of  the  value  of a  $10,000
investment in the  Intermediate  Government  Bond Fund to the value of a $10,000
investment in the Lehman  Intermediate  Government Bond Fund Index,  assuming in
each case reinvestment of all dividends and capital gain distributions,  for the
period from inception (5/86) through 8/31/95.

      Since the summer of 1994, our investment  strategy  regarding duration 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. This is now
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 on government securities rose to levels where they represented good value
given inflation trends.



<PAGE>



      As we mentioned in the semiannual  report dated  2/28/95,  we have reduced
the  allocation  to  government   agency  bonds  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.

Total Return Fund
      For the year ended  8/31/95,  INVESCO  Total Return Fund  achieved a total
return of 17.54%.  During  the same  period,  the S&P 500 had a total  return of
21.35%,  while  the  Lehman  Government/Corporate  Index  had a total  return of
11.49%. In the issue dated 2/6/95,  U.S. News & World Report placed Total Return
Fund  among  its  "best  funds  for the long  haul,"  rating  the fund #8 of 343
balanced/total  return funds.** (Of course,  past performance is not a guarantee
of future results.)*
      Over the first half of the fund's fiscal year, we substantially lengthened
bond duration.  At that time, we were finding better values at the longer end of
the yield curve. By 2/28/95,  we had extended bond duration to over seven years.
That  position  reflected  our view that "real"  interest  rates  (adjusted  for
inflation) were quite high by historical standards.
      Simultaneously,  we have  shifted the bond  allocation  down in favor of a
higher  concentration  in equities,  which in our opinion enjoy better near-term
prospects for superior total returns.

Graph:
     This  line  graph  represents  a  comparison  of  the  value  of a  $10,000
investment in the Total Return Fund to the value of a $10,000  investment in the
S&P  500  and  Lehman  Government/Corporate   Indexes,  assuming  in  each  case
reinvestment  of all  dividends and capital gain  distributions,  for the period
from inception (9/87) through 8/31/95.

      We continue to find direct Treasury  obligations more attractively  valued
than  government  agency and corporate  obligations.  As a result,  fixed-income
holdings overwhelmingly consist of Treasury bonds and notes.
      Among our new  common  stock  holdings,  you will find  several  financial
stocks,  such as First Union and NBD  Bancorp  (banking),  Deluxe Corp  (finance
related),  and Marsh & McLennan  (insurance).  These  stocks fit our  profile of
companies with strong past earnings  growth,  temporarily  out of favor with the
market.   Other   new   holdings   include   General   Electric   (diversified),
Kimberly-Clark  Corp  (paper  products),   and  Bristol-Myers   Squibb  (medical
related-drugs).

                              Total Return Fund
                       Average Annualized Total Return
                                as of 8/31/95*

                        1 year                  17.54%
                        -------------------------------
                        5 years                 14.47%
                        -------------------------------
                        Since inception (9/87)  12.32%
                        -------------------------------

      We have also taken a position in  Telefonos  de Mexico SA de CV  Sponsored
ADR  (utilities).  In our opinion,  this stock was  unfairly  tarred by the same
brush that took all Mexican stocks down after the peso  devaluation last winter.
Over the longer term,  we anticipate  that the market will  recognize and reward
the company's strong fundamentals.


<PAGE>



     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
12-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.

      *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   Index  is  an  unmanaged  index  considered
representative   of  the  broad  bond  market,   while  the  Lehman   Government
Intermediate  Bond Index is an unmanaged index of government  bonds with average
maturities under 10 years.
      **U.S.  News & World Report 2/6/95,  ranking of funds at least three years
old and with assets of at least $25 million. Rankings were based on total return
over the one-,  three-,  five- and 10-year periods ended 12/31/94 and during the
1990 bear market, plus volatility over the three years ended 12/31/94.



<PAGE>



INVESCO Value Trust
Ten Largest Common Stock Holdings
August 31, 1995

Description                                                  Value
- --------------------------------------------------------------------
TOTAL RETURN Fund

Ford Motor                                              $7,656,250
Philip Morris                                            7,462,500
General Electric                                         7,359,375
International Business Machines                          7,236,250
Dun & Bradstreet                                         7,234,375
NBD Bancorp                                              7,150,000
Lilly (Eli) & Co                                         6,959,375
American Home Products                                   6,930,000
Bristol-Myers Squibb                                     6,862,500
Lockheed Martin                                          6,696,250

VALUE EQUITY Fund

Philip Morris                                          $ 3,731,250
Dun & Bradstreet                                         3,472,500
Dow Chemical                                             3,256,000
WMX Technologies                                         3,055,000
Hewlett-Packard Co                                       3,040,000
PepsiCo Inc                                              2,932,200
Pitney-Bowes Inc                                         2,912,813
Textron Inc                                              2,877,000
Columbia/HCA Healthcare                                  2,867,000
Disney (Walt) Co                                         2,806,250

Composition of holdings is subject to change.



<PAGE>



INVESCO Value Trust
Statement of Investment Securities

August 31, 1995
- ------------------------------------------------------------------------
                                    Shares or
                                    Principal
Description                         Amount                   Value
- ------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT BOND Fund
FIXED INCOME SECURITIES   86.00%

US Government Obligations   79.14%
US Treasury Bonds
   9.375%, 2/15/2006                $ 3,000,000        $ 3,675,000
   8.125%, 8/15/2019                $ 4,000,000          4,622,500
US Treasury Notes
   8.500%, 7/15/1997                $ 4,000,000          4,186,244
   8.500%, 2/15/2000                $ 4,000,000          4,376,244
   6.375%, 7/15/1999                $ 4,000,000          4,045,000
   6.375%, 8/15/2002                $ 2,000,000          2,017,500
   5.125%, 3/31/1998                $ 5,000,000          4,906,250
US Treasury Security Stripped
   Interest Payment, Generic Tint
   Payment, Zero Coupon, 11/15/2004 $ 2,000,000          1,113,038
                                                       -----------
   TOTAL US GOVERNMENT
     OBLIGATIONS
     (Cost $27,532,826)                                 28,941,776
                                                       -----------
US Government Agency Obligations   6.86%
Government National Mortgage
   Association I, Modified
   Pass-Through Certificates
   7.000%, 10/15/2008               $   802,003            805,884
   6.500%, 10/15/2008               $   856,674            845,861
   6.000%, 11/15/2008               $   881,566            856,203
                                                       -----------
   TOTAL US GOVERNMENT
     AGENCY OBLIGATIONS
     (Cost $2,610,936)                                   2,507,948
                                                       -----------
TOTAL FIXED INCOME SECURITIES
   (Cost $30,143,762)                                   31,449,724
                                                       -----------
SHORT-TERM INVESTMENTS   14.00%

US Government Obligations   9.68%
US Treasury Notes
   7.375%, 5/15/1996
   (Cost $3,577,432)                $ 3,500,000          3,540,464
                                                       -----------
Repurchase Agreements   4.32%
Repurchase Agreement with
   State Street Bank & Trust Co
   dated 8/31/1995 due 9/1/1995 
   at 5.250%, repurchased at 
   $1,580,230 (Collateralized by
   US Treasury Notes due 5/31/1999
   at 6.750%, value $1,610,976)
   (Cost $1,580,000)                $ 1,580,000          1,580,000
                                                       -----------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $5,157,432)                                     5,120,464
                                                       -----------


<PAGE>



TOTAL INVESTMENT
   SECURITIES AT VALUE   100.00%
   (Cost $35,301,194)
   (Cost for Income Tax Purposes
   $35,305,717)                                        $36,570,188
                                                       ===========

TOTAL RETURN Fund
COMMON STOCKS   60.35%
AEROSPACE & DEFENSE 2.05%
Boeing Co                                75,000         $4,781,250
Lockheed Martin                         110,000          6,696,250
                                                       -----------
                                                        11,477,500
                                                       -----------
AUTOMOBILE RELATED 1.37%
Ford Motor                              250,000          7,656,250
                                                       -----------
BANKING    5.42%
First of America Bank                   125,000          5,531,250
First Union                             132,000          6,616,500
NBD Bancorp                             200,000          7,150,000
NationsBank Corp                        100,000          6,137,500
Wachovia Corp                           125,000          4,968,750
                                                       -----------
                                                        30,404,000
                                                       -----------
CHEMICALS   1.60%
Dow Chemical                             50,000          3,700,000
Imperial Chemical
   Industries PLC ADR                   110,000          5,238,750
                                                       -----------
                                                         8,938,750
                                                       -----------
COMPUTER RELATED   4.55%
Compaq Computer*                        125,000          5,968,750
Computer Associates International        91,000          6,324,500
Hewlett-Packard Co                       75,000          6,000,000
International Business Machines          70,000          7,236,250
                                                       -----------
                                                        25,529,500
                                                       -----------
DIVERSIFIED COMPANIES   6.49%
du Pont (E I) de Nemours                 50,000          3,268,750
General Electric                        125,000          7,359,375
Hanson PLC Sponsored ADR                300,000          5,137,500
Loews Corp                               30,000          3,941,250
Minnesota Mining & Manufacturing        100,000          5,462,500
National Service Industries             100,000          2,900,000
Norsk Hydro AS Sponsored ADR            100,000          4,225,000
Textron Inc                              60,000          4,110,000
                                                       -----------
                                                        36,404,375
                                                       -----------
FINANCE RELATED   1.99%
Deluxe Corp                             125,000          3,906,250
Dun & Bradstreet                        125,000          7,234,375
                                                       -----------
                                                        11,140,625
                                                       -----------



<PAGE>



FOOD PRODUCTS & BEVERAGES   2.95%
Anheuser-Busch Cos                      100,000          5,712,500
Heinz (H J) Co                          110,000          4,661,250
Unilever NV New York Shrs                50,000          6,181,250
                                                       -----------
                                                        16,555,000
                                                       -----------
FOOD STORES -- WHOLESALE   0.69%
SuperValu Inc                           130,000          3,851,250
                                                       -----------
HEALTH CARE FACILITIES   0.96%
Columbia/HCA Healthcare                 115,000        $ 5,405,000
                                                       -----------
INSURANCE     2.88%
American General                        100,000          3,525,000
Marsh & McLennan                         75,000          6,178,125
SAFECO Corp                             100,000          6,462,500
                                                       -----------
                                                        16,165,625
                                                       -----------
INVESTMENT BROKERS   1.16%
Morgan Stanley Group                     75,000          6,515,625
                                                       -----------
MEDICAL RELATED -- DRUGS   5.28%
Abbott Laboratories                     100,000          3,875,000
American Home Products                   90,000          6,930,000
Bristol-Myers Squibb                    100,000          6,862,500
Lilly (Eli) & Co                         85,000          6,959,375
Merck & Co                              100,000          4,987,500
                                                       -----------
                                                        29,614,375
                                                       -----------
METALS   0.44%
Alcan Aluminum                           75,000          2,446,875
                                                       -----------
OIL & GAS RELATED   3.05%
Amoco Corp                               75,000          4,781,250
Repsol SA Sponsored ADR                 200,000          6,325,000
Royal Dutch Petroleum
   5 Gldr Shrs                           50,000          5,962,500
                                                       -----------
                                                       17,068,750
                                                       -----------
PAPER & PAPER PRODUCTS 1.93%
Kimberly-Clark Corp                     100,000          6,387,500
Westvaco Corp                           100,000          4,412,500
                                                       -----------
                                                        10,800,000
                                                       -----------
POLLUTION CONTROL RELATED   0.60%
Browning-Ferris Industries          100,000              3,362,500
                                                       -----------
PRINTING & PUBLISHING   1.19%
Gannett Co                          125,000              6,687,500
                                                       -----------
RETAIL   5.26%
K mart Corp                         300,000              4,087,500
McDonald's Corp                     100,000              3,650,000
Melville Corp                       150,000              5,006,250
Penney (J C) Co                     125,000              5,656,250
Rite Aid                            175,000              4,900,000
Tandy Corp                          100,000              6,212,500
                                                       -----------
                                                        29,512,500
                                                       -----------


<PAGE>



TEXTILES & APPAREL
   MANUFACTURERS  1.61%
Liz Claiborne                       200,000              4,550,000
Shaw Industries                     300,000              4,500,000
                                                       -----------
                                                         9,050,000
                                                       -----------
TOBACCO    2.46%
American Brands                     150,000              6,300,000
Philip Morris                       100,000              7,462,500
                                                       -----------
                                                        13,762,500
                                                       -----------
TOOLS    0.89%
Snap-On Inc                         122,000              5,002,000
                                                       -----------
TRANSPORTATION   1.08%
Roadway Services                    110,000              6,050,000
                                                       -----------
UTILITIES    4.45%
NYNEX Corp                          135,000             $6,075,000
Telefonica de Espana SA
   Sponsored ADR                    125,000              5,078,125
Telefonos de Mexico SA
   de CV Sponsored ADR
   Representing Ord Series L Shrs   150,000              4,912,500
Texas Utilities                     175,000              6,081,250
Unicom Corp                         100,000              2,812,500
                                                       -----------
                                                        24,959,375
                                                       -----------
TOTAL COMMON STOCKS
   (Cost $271,776,422)                                 338,359,875
                                                       -----------
FIXED INCOME SECURITIES   28.77%
US Government Obligations   25.83%
US Treasury Bonds
   9.375%, 2/15/2006                $15,000,000         18,375,000
   9.250%, 2/15/2016                $16,000,000         20,380,000
   8.125%, 8/15/2019                $16,000,000         18,490,000
   7.250%, 8/15/2022                $20,000,000         21,156,240
   6.250%, 8/15/2023                $ 3,500,000          3,281,250
US Treasury Notes
   8.750%, 8/15/2000                $15,000,000         16,682,790
   8.250%, 7/15/1998                $ 8,000,000          8,475,000
   8.000%, 1/15/1997                $ 4,000,000          4,116,244
   7.875%, 1/15/1998                $ 1,750,000          1,825,469
   7.875%, 11/15/1999               $ 7,100,000          7,568,146
   6.375%, 7/15/1999                $ 3,000,000          3,033,750
   6.375%, 8/15/2002                $15,000,000         15,131,250
   5.750%, 8/15/2003                $ 3,500,000          3,380,776
   5.500%, 2/28/1999                $ 3,000,000          2,954,058
                                                       -----------
   TOTAL US GOVERNMENT
     OBLIGATIONS
     (Cost $134,197,818)                               144,849,973
                                                       -----------
US Government Agency Obligations   1.09%
Federal National Mortgage
   Association, Gtd Mortgage
   Pass-Through Certificates
   7.500%, 8/1/2007                 $ 2,280,997          2,319,955



<PAGE>



Government National Mortgage
   Association I, Modified
   Pass-Through Certificates
   7.000%, 10/15/2008               $1,237,942           1,243,932
   6.500%, 10/15/2008               $1,285,011           1,268,793
   6.000%, 11/15/2008               $1,322,349           1,284,304
                                                       -----------
   TOTAL US GOVERNMENT
     AGENCY OBLIGATIONS
     (Cost $6,250,303)                                   6,116,984
                                                       -----------
Corporate Bonds   1.85%
AEROSPACE & DEFENSE   0.27%
Rockwell International, Notes
   6.625%, 6/1/2005                 $1,500,000           1,483,411
                                                       -----------
AUTOMOBILE RELATED   0.14%
Ford Motor, Notes
   7.500%, 11/15/1999               $  750,000          $  773,392
                                                       -----------
BANKING    0.57%
National City Bank, Sub Notes
   7.200%, 5/15/2005                $2,000,000           2,026,374
NationsBank Corp, Sr Notes
   5.375%, 4/15/2000                $1,250,000           1,192,836
                                                       -----------
                                                         3,219,210
                                                       -----------
FINANCE RELATED   0.14%
   Beneficial Corp
   Medium-Term Notes
   5.350%, 10/8/1998                $  800,000             775,887
                                                       -----------
FOOD PRODUCTS & BEVERAGES   0.28%
PepsiCo Inc, Deb
   7.750%, 10/1/1998                $1,500,000           1,561,703
                                                       -----------
RETAIL   0.13%
Wal-Mart Stores, Notes
   5.500%, 3/1/1998                 $  750,000             737,880
                                                       -----------
UTILITIES    0.32%
Duke Power, 1st & Ref Mortgage
   7.500%, 4/1/1999                 $1,000,000           1,032,525
Union Electric, 1st Mortgage
   6.750%, 10/15/1999               $  750,000             756,377
                                                       -----------
                                                         1,788,902
                                                       -----------
   TOTAL CORPORATE BONDS
     (Cost $10,482,629)                                 10,340,385
                                                       -----------
TOTAL FIXED INCOME SECURITIES
   (Cost $150,930,750)                                 161,307,342
                                                       -----------
SHORT-TERM INVESTMENTS   10.88%
US Government Obligations   0.60%
US Treasury Notes
   7.375%, 5/15/1996
   (Cost $3,354,656)                $3,300,000           3,338,151
                                                       -----------



<PAGE>



Corporate Bonds   0.48%
FINANCE RELATED   0.21%
Associates Corp of
   North America, Notes
   4.750%, 8/1/1996                 $1,200,000           1,186,385
                                                       -----------
WASTE MANAGEMENT   0.27%
Waste Management, Notes
   7.875%, 8/15/1996                $1,500,000           1,525,103
                                                       -----------
TOTAL CORPORATE BONDS
   (Cost $2,738,466)                                     2,711,488
                                                       -----------
Commercial Paper   9.58%
AEROSPACE & DEFENSE   0.89%
Raytheon Co
   5.690%, 9/8/1995                 $5,000,000           4,994,468
                                                       -----------
FINANCE RELATED   3.88%
American General Capital
   5.850%, 9/1/1995                 $1,800,000           1,800,000
Bell Atlantic Financial Services
   5.720%, 9/11/1995                $5,000,000           4,992,056
Cargill Inc
   5.700%, 9/20/1995                $5,000,000         $ 4,984,958
National Rural Utilities Cooperative
   Finance, 5.700%, 9/28/1995       $5,000,000           4,978,625
South Carolina Fuel
   5.740%, 9/22/1995                $5,000,000           4,983,258
                                                       -----------
                                                        21,738,897
                                                       -----------
FOOD PRODUCTS & BEVERAGES 0.89%
Campbell Soup
   5.700%, 9/29/1995                $5,000,000           4,977,833
                                                       -----------
INSURANCE    0.89%
AIG Funding
   5.680%, 9/22/1995                $5,000,000           4,983,433
                                                       -----------
MEDICAL RELATED -- DRUGS   1.15%
Abbott Laboratories
   5.700%, 9/27/1995                $6,500,000           6,473,242
                                                       -----------
PRINTING & PUBLISHING   0.99%
Donnelley (R R) & Sons
   5.700%, 9/14/1995                $5,600,000           5,588,473
                                                       -----------
TELECOMMUNICATIONS   0.89%
AT & T Corp
   5.690%, 9/22/1995                $5,000,000           4,983,404
                                                       -----------
   TOTAL COMMERCIAL PAPER
   (Cost $53,739,750)                                   53,739,750
                                                       -----------
Repurchase Agreements   0.22%
Repurchase Agreement with
   State Street Bank & Trust Co 
   dated 8/31/1995 due 9/1/1995 
   at 5.250%, repurchased at 
   $1,245,182 (Collateralized 
   by US Treasury Notes due
   5/31/1999 at 6.750%, value 
   $1,273,190)(Cost $1,245,000)     $1,245,000           1,245,000
                                                       -----------


<PAGE>



TOTAL SHORT-TERM INVESTMENTS
   (Cost $61,077,872)                                   61,034,389
                                                       -----------
TOTAL INVESTMENT
   SECURITIES AT VALUE   100.00%
   (Cost $483,785,044)
   (Cost for Income Tax Purposes
   $483,799,704)                                     $ 560,701,606
                                                     =============

VALUE EQUITY Fund
COMMON STOCKS    99.26%
AEROSPACE & DEFENSE  4.24%
Boeing Co                              25,000        $   1,593,750
Lockheed Martin                        35,860            2,182,978
Raytheon Co                            32,000            2,588,000
                                                       -----------
                                                         6,364,728
                                                       -----------
AUTOMOBILE RELATED   2.39%
Cooper Tire & Rubber                   60,000          $ 1,560,000
Ford Motor                             66,000            2,021,250
                                                       -----------
                                                         3,581,250
                                                       -----------
BANKING   4.16%
Boatmen's Bancshares                   53,000            1,961,000
NBD Bancorp                            60,000            2,145,000
Wachovia Corp                          53,700            2,134,575
                                                       -----------
                                                         6,240,575
                                                       -----------
CHEMICALS    3.08%
Dow Chemical                           44,000            3,256,000
Nalco Chemical                         39,000            1,365,000
                                                       -----------
                                                         4,621,000
                                                       -----------
COMPUTER RELATED   6.12%
Automatic Data Processing              20,200            1,313,000
Compaq Computer*                       56,000            2,674,000
Computer Associates International      31,000            2,154,500
Hewlett-Packard Co                     38,000            3,040,000
                                                       -----------
                                                         9,181,500
                                                       -----------
DIVERSIFIED COMPANIES   6.13%
General Electric                       42,100            2,478,637
Hanson PLC Sponsored ADR              128,300            2,197,137
Minnesota Mining & Manufacturing       30,000            1,638,750
Textron Inc                            42,000            2,877,000
                                                       -----------
                                                         9,191,524
                                                       -----------
ELECTRICAL EQUIPMENT   1.55%
Emerson Electric                       32,700            2,333,962
                                                       -----------
FINANCE RELATED   2.31%
Dun & Bradstreet                       60,000            3,472,500
                                                       -----------



<PAGE>



FOOD PRODUCTS & BEVERAGES   5.18%
Anheuser-Busch Cos                     23,000            1,313,875
Heinz (H J) Co                         35,000            1,483,125
PepsiCo Inc                            64,800            2,932,200
Tyson Foods Class A                    79,200            2,039,400
                                                       -----------
                                                         7,768,600
                                                       -----------
FOOD STORES -- WHOLESALE   0.86%
Fleming Cos                            44,500            1,296,062
                                                       -----------
HEALTH CARE FACILITIES   2.99%
Columbia/HCA Healthcare                61,000            2,867,000
Manor Care                             50,000            1,618,750
                                                       -----------
                                                         4,485,750
                                                       -----------
HOUSEHOLD APPLIANCES   1.67%
Maytag Corp                           161,700            2,506,350
                                                       -----------
INSURANCE    8.49%
American General                       67,000            2,361,750
American International Group           28,500            2,297,812
General Re                             18,000            2,675,250
Jefferson-Pilot Corp                   29,050            1,826,519
Marsh & McLennan                       20,000            1,647,500
SAFECO Corp                            30,000            1,938,750
                                                       -----------
                                                        12,747,581
                                                       -----------
INVESTMENT BROKERS   1.79%
Morgan Stanley Group                   31,000            2,693,125
                                                       -----------
MEDICAL RELATED -- DRUGS   10.80%
Abbott Laboratories                    57,000          $ 2,208,750
American Home Products                 26,000            2,002,000
Bristol-Myers Squibb                   30,000            2,058,750
Lilly (Eli) & Co                       32,000            2,620,000
Merck & Co                             48,000            2,394,000
Schering-Plough Corp                   47,400            2,210,025
Warner-Lambert Co                      30,000            2,711,250
                                                       -----------
                                                        16,204,775
                                                       -----------
OFFICE EQUIPMENT   1.94%
Pitney-Bowes Inc                       71,700            2,912,813
                                                       -----------
OIL & GAS RELATED   6.24%
Amoco Corp                             40,000            2,550,000
Exxon Corp                             35,275            2,425,156
Repsol SA Sponsored ADR                55,400            1,752,025
Royal Dutch Petroleum
  5 Gldr Shrs                          22,076            2,632,563
                                                       -----------
                                                         9,359,744
                                                       -----------
PAPER & PAPER PRODUCTS   1.25%
Westvaco Corp                          42,700            1,884,138
                                                       -----------
POLLUTION CONTROL RELATED   2.45%
Browning-Ferris Industries             18,500          $   622,063
WMX Technologies                      104,000            3,055,000
                                                       -----------
                                                         3,677,063
                                                       -----------


<PAGE>



PRINTING & PUBLISHING    1.91%
Donnelley (R R) & Sons                 33,000            1,254,000
Gannett Co                             30,000            1,605,000
                                                       -----------
                                                         2,859,000
                                                       -----------
RECREATION SERVICES   1.87%
Disney (Walt) Co                       50,000            2,806,250
                                                       -----------
RETAIL    8.34%
Dillard Department Stores Class A      57,000            1,759,875
Giant Food Class A                     64,000            1,992,000
Home Depot                             50,800            2,025,650
K mart Corp                           125,800            1,714,025
McDonald's Corp                        67,000            2,445,500
Penney (J C) Co                        34,000            1,538,500
Toys "R" Us*                           40,000            1,040,000
                                                       -----------
                                                        12,515,550
                                                       -----------
TELECOMMUNICATIONS   1.03%
Southern New England
   Telecommunications                  46,000            1,546,750
                                                       -----------
TEXTILES & APPAREL
   MANUFACTURERS   2.15%
Russell Corp                           44,700            1,229,250
Shaw Industries                       133,100            1,996,500
                                                       -----------
                                                         3,225,750
                                                       -----------
TOBACCO   3.41%
Philip Morris                          50,000            3,731,250
UST Inc                                50,800            1,384,300
                                                       -----------
                                                         5,115,550
                                                       -----------
TRANSPORTATION   1.44%
Hunt (J B) Transport Services          63,000            1,008,000
Illinois Central Series A              30,000            1,151,250
                                                       -----------
                                                         2,159,250
                                                       -----------
UTILITIES    5.47%
CINergy Corp                          100,700           $2,580,438
SCEcorp                                93,000            1,546,125
Southern Co                            50,000            1,056,250
Telefonos de Mexico
   de CV Sponsored ADR
   Representing Ord Series L Shrs      58,000            1,899,500
Unicom Corp                            40,000            1,125,000
                                                       -----------
                                                         8,207,313
                                                       -----------
TOTAL COMMON STOCKS
   (Cost $124,789,343)                                 148,958,453
                                                       -----------



<PAGE>



SHORT-TERM INVESTMENTS --
   REPURCHASE AGREEMENTS   0.74%
Repurchase Agreement with State Street
   Bank & Trust Co dated 8/31/1995 due
   9/1/1995 at 5.250%, repurchased at 
   $1,110,162 (Collateralized by US 
   Treasury Notes due 5/31/1999 at 
   6.750%, value $1,132,880)
   (Cost $1,110,000)                $ 1,110,000      $   1,110,000
                                                     -------------
TOTAL INVESTMENT
   SECURITIES AT VALUE   100.00%
   (Cost $125,899,343)
   (Cost for Income Tax Purposes
   $126,092,658)                                     $ 150,068,453
                                                     =============

*Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Assets and Liabilities
August 31, 1995
<TABLE>
<CAPTION>
                                            Intermediate
                                             Government           Total Return            Value Equity
                                             Bond Fund                Fund                    Fund
                                            ------------          ------------            ------------
<S>                                        <C>                   <C>                     <C>    
ASSETS
Investment Securities:
   At Cost~                                $35,301,194           $ 483,785,044           $ 125,899,343
                                           ===========           =============           =============
   At Value~                               $36,570,188           $ 560,701,606           $ 150,068,453
Cash                                             1,741                 83,915                    3,436
Receivables:
   Investment Securities Sold                        0                       0               2,422,932
   Fund Shares Sold                            446,625               1,059,923                 229,888
   Dividends and Interest                      325,445               2,197,868                 497,341
Prepaid Expenses and Other Assets               12,662                  51,061                  25,648
                                           -----------           -------------           -------------
TOTAL ASSETS                                37,356,661             564,094,373             153,247,698
                                           -----------           -------------           -------------
LIABILITIES
Payables:
   Distributions to Shareholders                 5,404                 100,481                  35,071
   Fund Shares Repurchased                       7,264                 504,085                  30,961
Accrued Expenses and Other Payables              4,649                  21,317                  10,777
                                           -----------           -------------           -------------
TOTAL LIABILITIES                               17,317                 625,883                  76,809
                                           -----------           -------------           -------------
Net Assets at Value                        $37,339,344           $ 563,468,490           $ 153,170,889
                                           ===========           =============           =============
NET ASSETS
Paid-in Capital                            $37,002,946           $ 484,925,751           $ 126,093,101
Accumulated Undistributed Net
   Investment Income (Loss)                          0                 (6,527)                  12,616
Accumulated Undistributed Net
   Realized Gain (Loss) on
   Investment Securities                     (932,596)               1,632,704               2,896,062
Net Appreciation of Investment Securities    1,268,994              76,916,562              24,169,110
                                           -----------           -------------           -------------
Net Assets at Value                        $37,339,344           $ 563,468,490           $ 153,170,889
                                           ===========           =============           =============
Shares Outstanding*                          2,953,843              26,892,589               7,842,096
Net Asset Value, Offering and Redemption
   Price per Share                              $12.64                  $20.95                  $19.53

<FN>
~  Investment securities at cost and value at August 31, 1995 include repurchase
   agreements  of  $1,580,000,   $1,245,000  and  $1,110,000  for   Intermediate
   Government Bond, Total Return and Value Equity Funds, respectively.

*  The Trust has one  class of  shares,  which  may be  divided  into  different
   series, each representing an interest in a separate Fund. At August 31, 1995,
   there was an unlimited number of authorized Fund shares.
</FN>
</TABLE>

See Notes to Financial Statements


<PAGE>



INVESCO Value Trust
Statement of Operations
Year Ended August 31, 1995
<TABLE>
<CAPTION>

                                          Intermediate
                                            Government            Total Return            Value Equity
                                             Bond Fund                    Fund                    Fund
                                          ------------            ------------            ------------
<S>                                        <C>                    <C>                     <C>    
INVESTMENT INCOME
INCOME
Dividends                                   $        0            $  7,016,050             $ 3,599,838
Interest                                     2,585,959              11,704,821                 573,461
   Foreign Taxes Withheld                            0               (164,839)                (49,319)
                                           -----------             -----------            ------------
   TOTAL INCOME                              2,585,959             18,556,032                4,123,980
                                           -----------             -----------            ------------
EXPENSES
Investment Advisory Fees                       214,128               2,824,847                 974,578
Transfer Agent Fees                            130,781                 477,373                 168,354
Administrative Fees                             15,353                  66,616                  29,713
Custodian Fees and Expenses                      6,222                  27,232                  10,178
Professional Fees and Expenses                  14,510                  36,669                  22,429
Registration Fees and Expenses                  24,834                  58,964                  38,357
Reports to Shareholders                         10,544                  39,239                  12,989
Trustees' Fees and Expenses                      9,116                  28,146                  14,940
Other Expenses                                   4,232                  13,086                   5,684
                                           -----------             -----------            ------------
   TOTAL EXPENSES                              429,720               3,572,172               1,277,222
                                           -----------             -----------            ------------
NET INVESTMENT INCOME                        2,156,239              14,983,860               2,846,758
                                           -----------             -----------            ------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on
   Investment Securities                     (915,758)               2,916,413               5,886,502
Change in Net Appreciation of
   Investment Securities                     2,538,939              46,627,023              14,593,965
                                           -----------             -----------            ------------
NET GAIN ON INVESTMENT SECURITIES            1,623,181              49,543,436              20,480,467
                                           -----------             -----------            ------------
Net Increase in Net Assets from Operations $ 3,779,420             $64,527,296            $ 23,327,225
                                           ===========             ===========            ============
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Changes in Net Assets
Year Ended August 31
<TABLE>
<CAPTION>
                                                             Intermediate Government
                                                                  Bond Fund            Total Return Fund
                                                 -----------   ------------   ------------  ------------
                                                        1995           1994           1995          1994
<S>                                              <C>           <C>            <C>           <C>  
OPERATIONS
Net Investment Income                            $ 2,156,239   $  2,058,207   $ 14,983,860  $  8,343,044
Net Realized Gain (Loss) on
    Investment Securities                          (915,758)        620,157      2,916,413     2,193,169
Change in Net Appreciation (Depreciation)
    of Investment Securities                       2,538,939    (2,854,227)     46,627,023     7,456,021
                                                 -----------   ------------   ------------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
    FROM OPERATIONS                                3,779,420      (175,863)     64,527,296    17,992,234
                                                 -----------   ------------   ------------  ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (2,147,391)    (2,052,118)   (14,983,860)   (8,343,044)
In Excess of Net Investment Income                         0        (6,095)       (20,316)   (1,271,098)
Net Realized Gain on Investment Securities                 0    (1,054,005)      (787,737)   (2,193,169)
In Excess of Net Realized Gain on
    Investment Securities                                  0              0              0   (1,987,157)
                                                 -----------   ------------    -----------   -----------
TOTAL DISTRIBUTIONS                              (2,147,391)    (3,112,218)   (15,791,913)  (13,794,468)
                                                 -----------   ------------    -----------   -----------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                     27,363,047     14,705,799    326,800,315   132,448,414
Reinvestment of Distributions                      2,080,851      2,969,516     15,396,556    13,327,958
                                                 -----------   ------------    -----------   -----------
                                                  29,443,898     17,675,315    342,196,871   145,776,372
Amounts Paid for Repurchases of Shares          (25,597,128)   (21,910,324)  (120,228,352)  (77,433,579)
                                                ------------   ------------  -------------  ------------
NET INCREASE (DECREASE) IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                   3,846,770    (4,235,009)    221,968,519    68,342,793
                                                ------------   ------------    -----------   -----------
Total Increase (Decrease) in Net Assets            5,478,799    (7,523,090)    270,703,902    72,540,559
NET ASSETS
Beginning of Period                               31,860,545     39,383,635    292,764,588   220,224,029
End of Period                                   $ 37,339,344   $ 31,860,545  $ 563,468,490  $292,764,588
                                                ============   ============  =============  ============
Accumulated Undistributed Net Investment
    Loss Included in Net Assets at
    End of Period                               $          0   $          0  $     (6,527)  $          0

                     ------------------------------------

FUND SHARE TRANSACTIONS
Shares Sold                                     $  2,246,918   $  1,154,467   $ 16,593,356  $  7,264,152
Shares Issued from Reinvestment of
    Distributions                                    170,015        235,197        786,039       728,959
                                                 -----------   ------------    -----------   -----------
                                                   2,416,933      1,389,664     17,379,395     7,993,111
Shares Repurchased                               (2,082,218)    (1,743,095)    (6,275,356)   (4,260,757)
                                                 -----------   ------------    -----------   -----------
Net Increase (Decrease) in Fund Shares          $    334,715   $  (353,431)   $ 11,104,039  $  3,732,354
                                                ============   ============   ============  ============
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Changes in Net Assets (Continued)
Year Ended August 31

                                                          Value Equity Fund
                                                ---------------------------
                                                        1995           1994

OPERATIONS
Net Investment Income                             $2,846,758    $ 1,802,411
Net Realized Gain on Investment Securities         5,886,502      5,051,741
Change in Net Appreciation of Investment
    Securities                                    14,593,965      2,024,162
                                                ---------------------------
NET INCREASE IN NET ASSETS
    FROM OPERATIONS                               23,327,225      8,878,314
                                                ---------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (2,834,142)    (1,802,411)
In Excess of Net Investment Income                         0      (239,803)
Net Realized Gain on Investment Securities       (7,116,877)    (5,176,510)
                                                ---------------------------
TOTAL DISTRIBUTIONS                              (9,951,019)    (7,218,724)
                                                ---------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                     98,871,021    106,482,312
Reinvestment of Distributions                      9,797,324      7,097,380
                                                ---------------------------
                                                 108,668,345    113,579,692
Amounts Paid for Repurchases of Shares          (80,723,493)   (85,303,387)
                                                ---------------------------
NET INCREASE IN NET ASSETS
    FROM FUND SHARE TRANSACTIONS                  27,944,852     28,276,305
                                                ---------------------------
Total Increase in Net Assets                      41,321,058     29,935,895
NET ASSETS
Beginning of Period                              111,849,831     81,913,936
                                                ---------------------------
End of Period                                   $153,170,889  $ 111,849,831
                                                ===========================
Accumulated Undistributed Net Investment
    Income Included in Net Assets at
    End of Period                                    $12,616            $ 0

FUND SHARE TRANSACTIONS
Shares Sold                                        5,496,357      6,026,761
Shares Issued from Reinvestment of
    Distributions                                    573,039        405,056
                                                   6,069,396      6,431,817
Shares Repurchased                               (4,400,997)    (4,861,383)
Net Increase in Fund Shares                        1,668,399      1,570,434

See Notes to Financial Statements




<PAGE>



INVESCO Value Trust
Notes to Financial Statements
NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Value Trust
(the "Trust") is organized under the laws of the  Commonwealth of  Massachusetts
and consists of three separate funds:  Intermediate  Government Bond Fund, Total
Return Fund and Value Equity Fund. The Trust is registered  under the Investment
Company  Act  of  1940,  (the  "Act")  as  a  diversified,  open-end  management
investment company.  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 dealers making a market for such securities.
     Foreign  securities are valued at the closing price on the principal  stock
exchange  on which they are  traded.  In the event that  closing  prices are not
available  for foreign  securities,  prices will be obtained  from the principal
stock exchange at or prior to the close of the New York Stock Exchange.  Foreign
currency  exchange rates are determined daily prior to the close of the New York
Stock Exchange.
     If  market  quotations  or  pricing  service  valuations  are  not  readily
available,  securities  are valued at fair value as  determined in good faith by
the Trust's trustees.
     Short-term  securities  are stated at  amortized  cost (which  approximates
market value) if maturity is 60 days or less at the time of purchase,  or market
value if maturity is greater than 60 days.
     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.  Certain  dividends  from foreign  securities  will be
recorded  as soon as the Trust is informed  of 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.
     The Trust may have  elements  of risk due to  concentrated  investments  in
foreign issuers located in a specific country.  Such  concentrations may subject
the Trust to  additional  risks  resulting  from  future  political  or economic
conditions  and/or possible  imposition of adverse foreign  governmental laws or
currency exchange restrictions.
     D.  FEDERAL  AND STATE TAXES -- The Trust has  complied  and  continues  to
comply with the provisions of the Internal  Revenue Code applicable to regulated
investment  companies and,  accordingly,  has made or intends to make sufficient
distributions  of net investment  income and net realized capital gains, if any,
to relieve it from all federal and state income taxes and federal  excise taxes.
At August  31,  1995,  Intermediate  Government  Bond Fund had  $411,995  in net
capital loss carryovers which expire in the year 2003.



<PAGE>



     Intermediate   Government   Bond  Fund   incurred   and  elected  to  defer
post-October  31 net capital  losses of  $524,072  to the year ended  August 31,
1996. To the extent future  capital gains are offset by capital loss  carryovers
and  deferred  post-October  31 losses,  such 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. Of the ordinary income distributions
declared for the year ended  August 31,  1995,  39.09% for Total Return Fund and
63.08% for Value Equity Fund  qualified  for the  dividends  received  deduction
available to the Trust's corporate shareholders.
     Investment  income  received from foreign sources may be subject to foreign
withholding  taxes.  Dividend  and  interest  income is shown  gross of  foreign
withholding taxes in the accompanying financial statements.
     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 Intermediate  Government Bond Fund's
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,  foreign currency  transactions,
nontaxable   dividends,   net  operating   losses  and  expiring   capital  loss
carryforwards.  During the year ended August 31, 1995,  Intermediate  Government
Bond Fund  reclassified  $8,848 from  accumulated  undistributed  net investment
income to accumulated  undistributed net realized gain on investment securities.
During the year ended August 31, 1995,  Total Return Fund  reclassified  $13,789
from paid-in  capital to  accumulated  undistriuted  net  investment  income and
$12,587 from paid-in capital to accumulated  undistributed  net realized gain on
investment securities. Net investment income and net assets were not affected.
     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.  s compensation for its
services to the Trust, IFG receives an investment  advisory fee which is accrued
daily at the  applicable  rate and paid  monthly.  he 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
- ---------------------------------------------------------------------------
Intermediate Government Bond Fund    0.60%           0.50%          0.40%
Total Return Fund                    0.75%           0.65%          0.50%
Value Equity Fund                    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. he fee is accrued daily and paid monthly.
     IFG  receives  a transfer  agent fee at an annual  rate of $14.00 for Total
Return and Value Equity Funds, and $20.00 for Intermediate  Government Bond Fund
per shareholder account, or per participant in an omnibus account. IFG may pay

<PAGE>



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 year ended August 31,  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 Fund                         $148,343,238              $ 24,774,702
Value Equity Fund                           71,334,113                41,209,341

      For the year ended August 31, 1995,  the  aggregate  cost of purchases and
proceeds from sales of U.S. Government securities were as follows:

Fund                                       Purchases                Sales
- --------------------------------------------------------------------------------
Intermediate Government Bond Fund         $ 34,012,018              $31,192,247
Total Return Fund                          135,272,188               79,604,469

NOTE  4 --  APPRECIATION  AND  DEPRECIATION.  At  August  31,  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 by Fund were as follows:

                                       Gross            Gross           Net
Fund                                Appreciation     Depreciation   Appreciation
- --------------------------------------------------------------------------------
Intermediate Government Bond Fund   $ 1,404,427      $  139,956     $ 1,264,471
Total Return Fund                    80,479,718       3,577,816      76,901,902
Value Equity Fund                    26,505,004       2,529,209      23,975,795

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 year ended August 31, 1995, included in Trustees'
Fees and Expenses in the Statement of Operations,  and unfunded  accrued pension
costs and pension  liability  included in prepaid expenses and accrued expenses,
respectively, in the Statement of Assets and Liabilities were as follows:

                                                                      Unfunded
                                    Pension             Accrued       Pension
Fund                                Expenses         Pension Costs   Liability
- --------------------------------------------------------------------------------
Intermediate Government Bond Fund   $   703          $    1,129     $   1,832
Total Return Fund                     6,527              10,474        17,001
Value Equity Fund                     2,674               4,290         6,964




<PAGE>



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

                                               Intermediate Government Bond Fund

<S>                                  <C>         <C>         <C>         <C>         <C>         <C>
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                    0.73        0.70        0.48        0.90        0.89        1.00
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)       0.48      (0.75)        0.57      (0.16)        0.77        0.05
                                     --------    --------    --------    --------    --------    --------
Total from Investment Operations         1.21      (0.05)        1.05        0.74        1.66        1.05
                                     --------    --------    --------    --------    --------    --------
LESS DISTRIBUTIONS
Dividends from Net Investment Income+    0.73        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                      0.73        1.04        0.48        0.95        0.90        0.99
                                     --------    --------    --------    --------    --------    --------
Net Asset Value -- End of Period     $  12.64    $  12.16    $  13.25    $  12.68    $  12.89    $  12.13
                                     ========    ========    ========    ========    ========    ========
TOTAL RETURN                           10.36%     (0.37%)      8.38%*       6.03%      14.16%       9.08%

RATIOS
Net Assets -- End of Period
    ($000 Omitted)                   $ 37,339    $ 31,861    $ 39,384    $ 29,649    $ 24,385    $ 18,380
Ratio of Expenses to Average
    Net Assets#                         1.20%       1.07%      0.96%~       0.97%       0.93%       0.85%
Ratio of Net Investment Income
    to Average Net Assets#              6.04%       5.58%      5.48%~       6.38%       7.28%       8.16%
Portfolio Turnover Rate                   92%         49%        34%*         93%         51%         31%
<FN>

+   Distributions  in excess of net investment  income for the year ended August
    31, 1994, aggregated less than $0.01on 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 and ratio
    of net investment income to average net assets would have been 8.05%.

~   Annualized

</FN>
</TABLE>


<PAGE>



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

                                                               Period
                                                                Ended
                                     Year Ended August 31   August 31              Year Ended December 31
                                     --------------------   ---------  ----------------------------------
                                         1995        1994        1993        1992        1991        1990
                                                             (Note 1)

                                     Total Return Fund

<S>                                 <C>         <C>         <C>         <C>         <C>         <C>
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                    0.72        0.69        0.40       0.66         0.71        0.74
Net Gains or (Losses) on Securities
    (Both Realized and Unrealized)       2.46        0.60        1.09        0.93        2.78      (0.80)
                                    ---------   ---------   ---------   ---------   ---------   ---------
Total from Investment Operations         3.18        1.29        1.49        1.59        3.49      (0.06)
                                    ---------   ---------   ---------   ---------   ---------   ---------
LESS DISTRIBUTIONS
Dividends from Net Investment Income     0.72        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                      0.77        1.02        0.40        0.84        1.27        0.81
                                    ---------   ---------   ---------   ---------   ---------   ---------
Net Asset Value -- End of Period    $   20.95   $   18.54   $   18.27   $   17.18   $   16.43   $   14.21
                                    =========   =========   =========   =========   =========   =========
TOTAL RETURN                           17.54%       7.22%      8.72%*       9.84%      24.96%     (0.35%)

RATIOS
Net Assets -- End of Period
    ($000 Omitted)                  $ 563,468   $ 292,765   $ 220,224   $ 137,196   $  82,219   $  54,874
Ratio of Expenses to Average
    Net Assets                          0.95%       0.96%      0.93%~       0.88%       0.92%       1.00%
Ratio of Net Investment Income
    to Average Net Assets               3.97%       3.31%      3.51%~       4.06%       4.62%       5.22%
Portfolio Turnover Rate                   30%         12%        19%*         13%         49%         24%

<FN>

+   Distributions  in excess of net investment  income for the year ended August
    31, 1995, 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.

~   Annualized
</FN>
</TABLE>



<PAGE>



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

                                                               Period
                                                                Ended
                                     Year Ended August 31   August 31              Year Ended December 31
                                     --------------------   ---------    --------------------------------
                                         1995       1994         1993       1992         1991        1990
                                                             (Note 1)

                                     Value Equity Fund

<S>                                 <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE DATA
Net Asset Value --
    Beginning of Period             $   18.12   $   17.79   $   16.91   $   16.57   $   13.88   $   15.30
                                    ---------   ---------   ---------   ---------   ---------   ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                    0.39        0.36        0.24        0.36        0.40        0.44
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)         2.58        1.20        0.88        0.45        4.54      (1.33)
                                    ---------   ---------   ---------   ---------   ---------   ---------
Total from Investment Operations         2.97        1.56        1.12        0.81        4.94      (0.89)
                                    ---------   ---------   ---------   ---------   ---------   ---------
LESS DISTRIBUTIONS
Dividends from Net Investment Income     0.39        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                      1.56        1.23        0.24        0.47        2.25        0.53
                                    ---------   ---------   ---------   ---------   ---------   ---------
Net Asset Value -- End of Period    $   19.53   $   18.12   $   17.79   $   16.91   $   16.57   $   13.88
                                    =========   =========   =========   =========   =========   =========
TOTAL RETURN                           17.84%       9.09%      6.65%*       4.98%       35.84%     (5.80%)

RATIOS
Net Assets -- End of Period
    ($000 Omitted)                  $ 153,171   $ 111,850   $  81,914   $  78,609   $  39,741   $  29,825
Ratio of Expenses to Average
    Net Assets#                         0.97%       1.01%      1.00%~       0.91%       0.98%       1.00%
Ratio of Net Investment Income
    to Average Net Assets#              2.17%       1.80%      2.07%~       2.19%       2.39%       3.00%
Portfolio Turnover Rate                   34%         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>



Report of Independent Accountants


To the Trustees and Shareholders of
INVESCO Value Trust

In our opinion, the accompanying statement of assets and liabilities,  including
the statement of investment securities, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material  respects,  the financial position of INVESCO  Intermediate  Government
Bond Fund, INVESCO Total Return Fund and INVESCO Value Equity Fund (constituting
the  INVESCO  Value  Trust,  hereafter  referred to as the "Fund") at August 31,
1995,  the  results of each of their  operations  for the year then  ended,  the
changes in each of their net assets for each of the two years in the period then
ended and the financial highlights for the periods indicated, in conformity with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  August  31,  1995 by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.

PRICE WATERHOUSE LLP

Denver, Colorado
October 2, 1995




<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(r), 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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