INVESCO VALUE TRUST
N-30D, 1996-10-29
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ANNUAL REPORT

August 31, 1996

INVESCO
VALUE
TRUST


Value Equity
Total Return
Intermediate Government Bond

INVESCO FUNDS


<PAGE>



Market Overview                                                  September 1996

     Over the first  eight  months of 1996,  the  securities  markets  have been
exceptionally  attentive to figures: Gross Domestic Product,  unemployment,  and
earnings growth.  Each announcement of fresh data has sent the S&P 500 and other
market  indexes  moving  in  a  new  direction.  
     Based on a moderate economic expansion, the stock market advanced 9.60% for
the five months  ended  5/31/96.  But as  expectations  of economic  vigor grew,
investors  began to see the likelihood of accelerating  inflation.  This in turn
makes it more  probable  that the  Federal  Reserve  Board  may hike  short-term
interest  rates.  In June, the S&P 500 advanced a mere 0.44%; in July, the index
declined  sharply.(1)  
     Since 1994 the Fed has actively  manipulated  short-term rates,  seeking to
maintain economic expansion without sparking inflation. Recently, there has been
some  indication  that the  central  bank may allow a slightly  higher  level of
inflation before tightening credit availability; however, their overall strategy
is unlikely to alter in the near-term,  given an impending presidential election
and the recent  reappointment  of Alan  Greenspan as Fed  chairman.  
     The current  economic  expansion  has shown  unexpected  tenacity,  with an
annualized  4.7% growth rate in GDP for the second quarter of 1996. As a result,
chances  are  growing  stronger  that the Fed will  launch a  preemptive  strike
against  inflation  during the second half of 1996. 
     The market  environment has been even more  challenging for bond investors.
Over the past 18 months,  the  fixed-income  markets  experienced  two  distinct
phases. The first began in 1995 with a bond rally that ran through January 1996.
Price advances were fueled by moderate  economic  growth and low inflation.  For
all of 1995,  the broad  fixed-income  market had a total  return of 19.24%,  as
measured  by the  Lehman  Government/Corporate  Bond  Index.  (Of  course,  past
performance   is  not  a  guarantee  of  future   results.)(1),(2)   
     The second  fixed-income  market  phase was  initiated  in February of this
year.  The  environment  shifted to one of stronger  economic  growth,  with the
concomitant  potential for upward spirals in wages and prices;  mild indications
of inflation  have already  appeared.  Fixed-income  investors  responded to the
positive economic news by sending prices tumbling. 
     With more  reassuring  economic and corporate data being  released,  we may
have entered a third phase.  After losing  ground in three of the previous  four
months,  the Lehman  Government/Corporate  Bond Index  achieved  positive  total
returns for two of the past three months. (Of course,  past performance is not a
guarantee of future results.)(1),(2)

INVESCO Value Funds, Inc.
     Each fund employs a value-oriented investment strategy:
     Equities:  Unlike many fund managers, we do not evaluate sectors based on a
forecast of the economy.  Instead, we take a "bottom-up" approach which involves
identifying  those  individual  securities  which seem most likely to outperform
their peers.


<PAGE>



     When  evaluating  a  stock,  we  focus  on its  price  in  relation  to its
historical  earnings  power.  If the  current  price is low,  and we believe the
company has the resources to maintain or resume  historical  growth  rates,  the
stock would be  considered  attractive  --  regardless  of its  sector.  General
characteristics of the resulting  portfolio usually include a low price/earnings
ratio and a higher-than-average dividend yield. 
     Fixed-Income. When managing bond portfolios, we rely on a value methodology
based primarily on comparisons of  inflation-adjusted  historical  yields.  When
current yields are high relative to the historical average,  this indicates that
the bond market is likely to remain attractive, and we lengthen the portfolio to
capitalize on expected increased returns.  Conversely,  when current yields drop
below historical averages, we shorten the portfolio in anticipation of potential
decreasing  values.  
     Once these  overriding  determinations  have been made, we evaluate current
interest  rate  activity to  determine  whether any  short-term  conditions  may
influence the extent to which we lengthen or shorten the  portfolio's  duration.
And finally,  we evaluate the specific classes of bonds against their historical
values to determine which  categories  offer the best relative  value.  
     The line graphs on the following  pages  illustrate  the value of a $10,000
investment in each of the INVESCO  Value Funds,  plus  reinvested  dividends and
capital gain distributions,  for the 10-years ended 8/31/96 (or for Total Return
Fund, from inception through 8/31/96). The charts and other total return figures
cited  reflect  the  funds'  operating  expenses,  but the  indexes  do not have
expenses, which would, of course, have lowered their performance.(2)

Intermediate Government Bond Fund

                      Intermediate Government Bond Fund
                         Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                              3.12%
                    -----------------------------------------
                    5 years                             6.91%
                    -----------------------------------------
                    10 years                            6.81%
                    -----------------------------------------

      For the eight-month period ended 8/31/96,  INVESCO Intermediate Government
Bond Fund had a total return of -1.68%,  compared to a total return of 0.42% for
the Lehman  Intermediate  Government Bond Index. (Of course, past performance is
not a guarantee of future results.)(1),(2)
      The  exceptionally  volatile  nature of the  fixed-income  market has made
performance  highly  dependent  upon maturity  strategies.  The fund's  maturity
strategy  consists of two parts: a primary emphasis on valuation levels based on



<PAGE>



real  yields  (i.e.,  adjusted  for inflation),  and a  supporting  focus on
Federal Reserve Board policy based on forward rate trends. 
     Since September 1994, this investment discipline has favored the longer end
of the intermediate  maturity  spectrum.  Consequently,  over the past year, the
portfolio's duration (including cash and equivalents)  generally ranged from 4.0
to 4.5, which was longer than that of the index.  For the 12-month  period ended
2/29/96,  the fund achieved a total return of 10.94%,  outperforming  the Lehman
Intermediate  Government Bond Index,  which had a total return of 10.14% for the
same  period.  (Of  course,  past  performance  is  not a  guarantee  of  future
results.)(1),(2)

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in INVESCO Intermediate  Government Bond Fund to the value of a
      $10,000  investment in the Lehman Government Bond Index,  assuming in each
      case reinvestment of all dividends and capital gain distributions, for the
      period from inception (08/86) through 8/31/96.

      In February of this year,  interest rates began a sharp rise, and over the
short-term the fund's longer duration  hindered  rather than aided  performance.
The fund's average duration has now been reduced to under 3.
      At the time of our last report, the fund was focused almost exclusively on
U.S.  Treasury  obligations.  This allocation was based on our recognition that,
while investment grade corporate bonds and mortgage backed  securities'  returns
were somewhat  higher than Treasury  certificates,  they were not high enough to
justify the  somewhat  greater  risk they  entail.  Over the past three  months,
mortgage-backed  securities began to show better values. We have therefore added
several GNMA and Federal Home Loan Mortgage obligations to the portfolio.

Fund Management
      Intermediate  Government  Bond Fund is managed by James O.  Baker.  Before
joining  INVESCO,  Jim was associated  with Willis  Investment  Counsel,  Morgan
Keegan, and Drexel Burnham Lambert. A Chartered Financial Analyst, he 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 eight-month period ended 8/31/96,  INVESCO Total Return Fund had a
total  return of 3.64%,  compared to a total return of 7.44% for the S&P 500 and
- -1.89%  for  the  Lehman  Government/Corporate  Bond  Index.  (Of  course,  past
performance is not a guarantee of future results.)(1),(2)
      Normally,  Total Return  Portfolio holds 30% of total assets in stocks and
30% in bonds, with the remaining 40% allocated  according to market  conditions.
The fund's holdings are gradually  adjusted according to shifts in the stock and



<PAGE>



bond markets. This flexibility allows us to pursue consistent returns in all
market cycles.
      Longer-maturity   Treasuries   react   most   quickly   to   changes  in
interest  rates  -- and thus  dropped  more  strongly  than  other  fixed-income
categories  when interest  rates began their sharp rise during the first quarter
of 1996. This in turn had a negative  effect on the fund's overall  performance,
given the fund's 26.08% weighting in Treasury securities.


                              Total Return Fund
                          Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                             12.06%
                    -----------------------------------------
                    5 years                            12.62%
                    -----------------------------------------
                    10 years                           12.29%
                    -----------------------------------------

      Over the past five years,  however,  longer-maturity  Treasury obligations
have outperformed almost every other fixed-income  category,  and we are hopeful
of a rebound as the Fed's stance on interest rates becomes  clearer.  Meanwhile,
we have reduced the portfolio  duration to about 4.7 years, which makes the fund
less vulnerable to sudden upticks in interest rates.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in  INVESCO  Total  Return  Fund  to the  value  of a  $10,000
      investment  in the S&P 500  Index  and  Lehman  Government/Corporate  Bond
      Index,  assuming in each case  reinvestment  of all  dividends and capital
      gain distributions, for the period from inception (9/87) through 8/31/96.

      Equities  remain  dominant  in our  overall  allocation.  Despite the July
correction, stocks have advanced in 1995 and 1996, driven by a moderate economic
expansion and strong gains in corporate  earnings.  Consistent  with our overall
philosophy,  selection  of  individual  securities  is based upon a  "bottom-up,
value" process that evaluates a company's historical  profitability  relative to
its current price.  Stocks which look  relatively  undervalued on this basis are
candidates for the fund's portfolio.
      Over the past six months,  we took new  positions in only a handful of new
stocks  meeting this  criteria:  Raytheon Co (aerospace & defense),  Great Lakes
Chemical (chemicals), and Genuine Parts (retail-automotive).
      Many of our existing  holdings offer the potential for price  appreciation
over the long-term.  Accordingly,  we added to our positions in a host of firms,
including  Compaq  Computer,  Hewlett-Packard  Co, Heinz (H J) Co,  Unilever NV,
SAFECO Corp, American Home Products,  Bristol-Myers  Squibb,  Philip Morris, and
Illinois Central.



<PAGE>



      As these examples illustrate,  the fund is not targeting particular market
sectors,  but rather individual  companies in a wide variety of industry groups,
from technology to consumer staples to transportation & services.  Our policy of
wide  diversification  lessens  the  fund's  exposure  to market,  economic,  or
government policy shifts affecting any one sector.

Fund Management
      Total  Return  Fund is managed by Edward C.  Mitchell,  the  president  of
INVESCO Capital Management. He earned his MBA at the University of Colorado and
a BA from the University of Virginia. Ed began his investment career in 1969 and
is a Chartered Financial Analyst. He is assisted by David S. Griffin,  who began
his investment career in 1982. A Chartered Financial Analyst, David holds an MBA
from the College of William & Mary, and a BA from Ohio Wesleyan University.

Value Equity Fund
      For the  eight-month  period  ended  8/31/96,  INVESCO  Value  Equity Fund
achieved a total  return of 7.61%,  compared to a total  return of 7.44% for the
S&P  500.  (Of  course,   past   performance   is  not  a  guarantee  of  future
results.)(1),(2)
      As we described above, our value-orientation  leads to a "bottom-up" stock
selection  process.  Rather than  attempt to forecast  macro-economic  trends or
interest   rate  shifts,   we  evaluate  an  individual   company's   historical
profitability  relative  to its current  stock  price.  As a result,  the fund's
holdings tend to be mid- to large-capitalization firms of high quality. Relative
to the broad market,  the portfolio has an above-average  dividend yield,  lower
price/earnings ratio, and higher return on equity.

                              Value Equity Fund
                         Average Annual Total Return
                               as of 8/31/96(2)

                    1 year                             17.77%
                    -----------------------------------------
                    5 years                            13.11%
                    -----------------------------------------
                    10 years                           12.26%
                    -----------------------------------------

      While  seeking  appreciation  similar to that of the broad  market  during
upswings,  we also hope to  maintain a  defensive  cushion  during  declines  --
providing  investors  with  long-term  growth  potential  with lower  short-term
volatility.  Wide sector  diversification  is a key component of our  investment
strategy.  This tactic may lead the fund to  underperform  when a large industry
group is leading the market.  However,  during last summer's market  correction,
the fund's lower  exposure to  particularly  volatile  areas such as  technology
offered a buffer.
      The   fund's   newer   holdings    illustrate    this    diversification
policy.   During  the  last  six  months,   we  added  several  names  to  the
portfolio,     including     Archer-Daniels-Midland     Co     (agricultural),


<PAGE>



Great  Lakes   Chemical   (chemicals),   Phelps   Dodge   (metals  &  mining),
Browning-Ferris    Industries    (pollution    control-related),    Rite   Aid
(retail-related), and American Brands (tobacco).
      We have also sold a few positions which reached our target price or became
less  attractive  based on our value  methodology.  These  included  Boeing  Co,
American General, Morgan Stanley Group, and Reebok International Ltd.

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  8/31/86  through
      8/31/96

      As a defensive  measure,  our interest-rate  sensitive  investments in the
utilities  and  financial  industries  are  underweighted  relative to the broad
market.  This is due to our belief that interest rates have not yet  stabilized,
and there is the  possibility  that the Fed will act to forestall  any inflation
threat by raising rates during the second half of 1996.

Fund Management
      Value  Equity  Fund is  managed  by  Michael  C.  Harhai.  Mike  began his
investment  career in 1972.  Before  joining  INVESCO,  he served as a portfolio
manager with  Citizens & Southern  Investment  Advisors and later as head of the
equity/balanced  group with Sovran Capital Management.  He holds an MBA from the
University of Central Florida and a BA from the University of South Florida.  He
is a  Chartered  Financial  Analyst,  as is  Terrence  Irrgang,  who  assists in
managing the fund.  Terry is a 13-year veteran of the investment  business,  and
holds an MBA from Temple University, as well as a BA from Gettysburg College.

(1)   The  S&P  500  is  an  unmanaged  index  of  common  stocks   considered
      representative   of  the  broad   U.S.   equity   market.   The   Lehman
      Government/    Corporate    Bond   Index   and    Lehman    Intermediate
      Government   Bond   Index   are   unmanaged    indices   of   securities
      considered   to   be    representative    of   the   overall    domestic
      fixed-income    and    intermediate-term    government   bond   markets,
      respectively.
(2)   Total  return   assumes   reinvestment   of  dividends  and  capital  gain
      distributions  for  the  periods  indicated.  Past  performance  is  not a
      guarantee of future  results.  Investment  return and principal value will
      fluctuate so that, when redeemed,  an investor's  shares may be worth more
      or less than when purchased.


<PAGE>



INVESCO Value Trust
Ten Largest Common Stock Holdings
August 31, 1996

Description                                                             Value
- -------------------------------------------------------------------------------
TOTAL RETURN Fund
Compaq Computer                                                     $14,156,250
Edison International                                                 13,900,000
First Chicago NBD                                                    12,787,500
Lockheed Martin                                                      12,618,750
Ford Motor                                                           12,562,500
General Electric                                                     12,468,750
Unilever NV New York Shrs                                            12,197,500
Dow Chemical                                                         11,962,500
American Home Products                                               11,850,000
SAFECO Corp                                                          11,593,750

VALUE EQUITY Fund
Boatmen's Bancshares                                                $ 4,952,250
Philip Morris                                                         4,487,500
Compaq Computer                                                       4,473,375
Illinois Central Series A                                             4,083,750
Columbia/HCA Healthcare                                               4,075,913
Kimberly-Clark Corp                                                   3,918,750
Ford Motor                                                            3,685,000
Lilly (Eli) & Co                                                      3,664,000
Computer Associates International                                     3,661,875
SAFECO Corp                                                           3,643,750

Composition of holdings is subject to change.




<PAGE>



INVESCO Value Trust
Statement of Investment Securities
August 31, 1996
                                                     Shares or
                                                     Principal
Description                                             Amount         Value
- -------------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT BOND Fund
FIXED INCOME SECURITIES 73.90%
US Government Obligations 57.42%
US Treasury Bonds
   9.375%, 2/15/2006                              $ 1,000,000       $ 1,167,500
US Treasury Notes
   8.750%, 8/15/2000                              $ 2,000,000         2,141,250
   8.500%, 2/15/2000                              $ 2,800,000         2,960,121
   7.500%, 11/15/2001                             $ 1,500,000         1,549,217
   7.125%, 10/15/1998                             $ 4,000,000         4,058,744
   7.000%, 4/15/1999                              $ 1,000,000         1,012,500
   6.375%, 7/15/1999                              $ 4,000,000         3,987,500
   6.375%, 8/15/2002                              $ 3,000,000         2,940,000
   6.250%, 2/15/2003                              $ 1,000,000           970,625
   5.125%, 3/31/1998                              $ 2,000,000         1,966,872
                                                                ---------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $22,712,839)                                                22,754,329
                                                                ---------------
US Government Agency Obligations 16.48%
Federal Home Loan Mortgage, Gold
   Participation Certificates
   8.000%, 10/1/2010                              $ 1,172,416         1,191,186
   6.500%, 7/1/2001                               $   997,256           983,544
Federal National Mortgage Association,
   Gtd Mortgage Pass-Through Certificates
   6.000%, 5/1/2009                               $ 1,044,196           989,197
Government National Mortgage Association I,
   Pass-Through Certificates
   7.500%, 3/15/2026                              $ 1,266,715         1,236,237
   7.000%, 10/15/2008                             $   676,000           667,191
   6.500%, 10/15/2008                             $   752,954           727,774
   6.000%, 11/15/2008                             $   773,251           733,745
                                                                ---------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $6,728,003)                                                  6,528,874
                                                                ---------------
TOTAL FIXED INCOME SECURITIES
   (Cost $29,440,842)                                                29,283,203
                                                                ---------------

<PAGE>


SHORT-TERM INVESTMENTS 26.10%
US Government Obligations 22.97%
US Treasury Notes
   8.500%, 7/15/1997                              $ 4,000,000         4,088,744
   6.250%, 1/31/1997                              $ 5,000,000         5,105,625
                                                                ---------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $9,183,594)                                                  9,104,369
                                                                ---------------

Repurchase Agreements 3.13%
Repurchase Agreement with State 
  Street Bank & Trust Co dated  
  8/30/1996 due 9/3/1996 at 4.750%,  
  repurchased at $1,240,654 
  (Collateralized by US Treasury 
  Notes due 3/31/2000
  at 6.875%, value $1,304,612)
  (Cost $1,240,000)                               $ 1,240,000         1,240,000
TOTAL SHORT-TERM INVESTMENTS
  (Cost $10,423,594)                                                 10,344,369
                                                                ---------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
  (Cost $39,864,436)
  (Cost for Income Tax Purposes $39,947,834)                    $    39,627,572
                                                                ===============

TOTAL RETURN Fund
COMMON STOCKS 63.55%
AEROSPACE & DEFENSE 3.11%
Boeing Co                                            100,000   $     9,050,000
Lockheed Martin                                      150,000        12,618,750
Raytheon Co                                          200,000        10,300,000
                                                                ---------------
                                                                    31,968,750
                                                                ---------------
AGRICULTURAL 1.00%
Archer-Daniels-Midland Co                            577,500        10,250,625
                                                                ---------------
AUTOMOBILE RELATED 1.22%
Ford Motor                                           375,000        12,562,500
                                                                ---------------
BANKING 4.73%
First Chicago NBD                                    300,000        12,787,500
First of America Bank                                225,000        10,631,250
First Union                                          150,000         9,581,250
NationsBank Corp                                     100,000         8,512,500
Wachovia Corp                                        154,000         7,045,500
                                                                ---------------
                                                                    48,558,000
                                                                ---------------

<PAGE>


CHEMICALS 2.64%
Dow Chemical                                          50,000        11,962,500
Great Lakes Chemical                                 150,000         8,625,000
Imperial Chemical Industries PLC ADR                 130,000         6,581,250
                                                                ---------------
                                                                    27,168,750
                                                                ---------------
COMPUTER RELATED 4.47%
Compaq Computer*                                     250,000        14,156,250
Computer Associates International                    204,750        10,749,375
Hewlett-Packard Co                                   220,000         9,625,000
International Business Machines                      100,000        11,437,500
                                                                ---------------
                                                                    45,968,125
                                                                ---------------
DIVERSIFIED COMPANIES 5.63%
du Pont (E I) de Nemours                             110,000         9,033,750
General Electric                                     150,000        12,468,750
Hanson PLC Sponsored ADR                             800,000        10,100,000
Minnesota Mining & Manufacturing                     130,000         8,937,500
National Service Industries                          200,000         7,600,000
Norsk Hydro A/S Sponsored ADR                        100,000         4,562,500
Textron Inc                                           60,000         5,122,500
                                                                ---------------
                                                                    57,825,000
                                                                ---------------
FINANCE RELATED 1.83%
Deluxe Corp                                          250,000         9,562,500
Dun & Bradstreet                                     160,000         9,220,000
                                                                ---------------
                                                                    18,782,500
                                                                ---------------
FOOD PRODUCTS & BEVERAGES 2.86%
Anheuser-Busch Cos                                   102,700         7,779,525
Heinz (H J) Co                                       300,000         9,450,000
Unilever NV New York Shrs                             85,000        12,197,500
                                                                ---------------
                                                                    29,427,025
FOOD STORES - WHOLESALE 0.82%
Supervalu Inc                                        300,000         8,437,500
                                                                ---------------
HEALTH CARE FACILITIES 0.65%
Columbia/HCA Healthcare                              117,850         6,643,794
                                                                ---------------
INSURANCE 3.90%
American General                                     260,000         9,490,000
Marsh & McLennan                                     110,000        10,230,000
Ohio Casualty                                        275,000         8,765,625
SAFECO Corp                                          350,000        11,593,750
                                                                ---------------
                                                                    40,079,375
                                                                ---------------

<PAGE>


INVESTMENT BROKERS 1.02%
Morgan Stanley Group                                 220,000        10,505,000
                                                                ---------------
MEDICAL RELATED - DRUGS 5.48%
Abbott Laboratories                                  160,000         7,220,000
American Home Products                               200,000        11,850,000
Bristol-Myers Squibb                                 125,000        10,968,750
Lilly (Eli) & Co                                     173,200         9,915,700
Merck & Co                                           100,000         6,562,500
Schering-Plough Corp                                 175,000         9,778,125
                                                                ---------------
                                                                    56,295,075
                                                                ---------------
METALS & MINING 1.00%
Phelps Dodge                                         170,000        10,285,000
                                                                ---------------
OIL & GAS RELATED 3.06%
Amoco Corp                                           150,000        10,350,000
Repsol SA Sponsored ADR                              350,000        11,418,750
Royal Dutch Petroleum 5 Gldr Shrs                     65,000         9,709,375
                                                                ---------------
                                                                    31,478,125
                                                                ---------------
PAPER & PAPER PRODUCTS 1.63%
Kimberly-Clark Corp                                  100,000         7,837,500
Westvaco Corp                                        310,000         8,873,750
                                                                ---------------
                                                                    16,711,250
                                                                ---------------
POLLUTION CONTROL RELATED 0.99%
Browning-Ferris Industries                           400,000         10,200,00
                                                                ---------------
PRINTING & PUBLISHING 0.91%
Gannett Co                                           140,000         9,380,000
                                                                ---------------
RETAIL 5.28%
Genuine Parts                                        175,000         7,503,125
K mart Corp                                          500,000         5,000,000
McDonald's Corp                                      103,200         4,785,900
Melville Corp                                        200,000         8,450,000
Penney (J C) Co                                      185,000         9,781,875
Rite Aid                                             175,000         5,578,125
Sherwin-Williams Co                                  150,000         6,562,500
Tandy Corp                                           150,000         6,618,750
                                                                ---------------
                                                                    54,280,275
                                                                ---------------

<PAGE>


TEXTILES & APPAREL MANUFACTURERS 2.18%
Liz Claiborne                                        200,000         6,950,000
Shaw Industries                                      400,000         6,000,000
VF Corp                                              160,000         9,400,000
                                                                ---------------
                                                                    22,350,000
                                                                ---------------
TOBACCO 1.99%
American Brands                                      250,000        10,156,250
Philip Morris                                        115,000        10,321,250
                                                                ---------------
                                                                    20,477,500
                                                                ---------------
TOOLS 0.67%
Snap-On Inc                                          150,000         6,843,750
                                                                ---------------
TRANSPORTATION 1.49%
Caliber System                                       225,000         3,909,375
Illinois Central Series A                            375,000        11,343,750
                                                                ---------------
                                                                    15,253,125
                                                                ---------------
UTILITIES 4.99%
Edison International                                 800,000        13,900,000
NYNEX Corp                                           200,000         8,625,000
Telefonica de Espana SA Sponsored AD                 200,000        11,075,000
Telefonos de Mexico SA de CV Sponsored
   ADR Representing Ord Series L Shrs                300,000         9,862,500
Texas Utilities                                      190,000         7,790,000
                                                                ---------------
                                                                    51,252,500
                                                                ---------------
TOTAL COMMON STOCKS (Cost $521,213,140)                            652,983,544
                                                                ---------------
FIXED INCOME SECURITIES 31.24%
US Government Obligations 26.08%
US Treasury Bonds
   11.250%, 2/15/2015                             12,450,000        17,535,029
   9.375%, 2/15/2006                              17,450,000        20,372,875
   9.250%, 2/15/2016                              20,000,000        24,137,500
US Treasury Notes
   8.750%, 8/15/2000                              25,000,000        26,765,625
   8.250%, 7/15/1998                              20,000,000        20,650,000
   8.000%, 5/15/2001                              19,100,000        20,066,938
   7.875%, 1/15/1998                              16,750,000        17,121,616
   7.875%, 11/15/1999                             17,100,000        17,730,563
   6.500%, 8/15/2005                              28,000,000        27,203,708
   6.375%, 7/15/1999                              25,000,000        24,921,875
   6.375%, 8/15/2002                              10,150,000         9,947,000
   5.750%, 8/15/2003                              17,000,000        15,969,375
   5.500%, 2/28/1999                              10,000,000         9,784,360


<PAGE>


US Treasury Security Stripped Interest
   Payment, Generic Tint Payment
   Zero Coupon, 8/15/2003                         25,250,000        15,749,410
                                                                ---------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $273,179,256)                                             267,955,874
                                                                ---------------
US Government Agency Obligations 3.98%
Federal Home Loan Mortgage
   Gold, Participation Certificates
   8.000%, 10/1/2010                               5,471,277         5,558,867
   6.500%, 7/1/2001                                6,980,795         6,884,809
Federal National Mortgage Association,
   Gtd Mortgage Pass-Through Certificates
   7.500%, 8/1/2007                                1,866,258         1,873,871
   6.500%, 5/1/2026                                8,000,000         7,392,504
   6.000%, 5/1/2009                               10,460,523         9,909,557
Government National Mortgage Association I,
   Pass-Through Certificates
   7.500%, 3/15/2026                               5,911,339         5,769,106
   7.000%, 10/15/2008                              1,102,438         1,088,073
   7.000%, 12/15/2022                                236,522           226,030
   6.500%, 10/15/2008                              1,129,431         1,091,662
   6.000%, 11/15/2008                              1,159,877         1,100,618
                                                                ---------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $41,655,764)                                               40,895,097
                                                                ---------------
Corporate Bonds 1.18%
AEROSPACE & DEFENSE 0.14%
Rockwell International, Notes
   6.625%, 6/1/2005                                1,500,000         1,430,543
                                                                ---------------
AUTOMOBILE RELATED 0.07%
Ford Motor, Notes
   7.500%, 11/15/1999                                750,000           760,565
                                                                ---------------
BANKING 0.31%
National City, Sub Notes
   7.200%, 5/15/2005                               2,000,000         1,951,271
NationsBank Corp, Sr Notes
   5.375%, 4/15/2000                               1,250,000         1,186,222
                                                                ---------------
                                                                     3,137,493
                                                                ---------------
FINANCE RELATED 0.08%
Beneficial Corp Medium-Term Notes
   5.350%, 10/8/1998                                 800,000           779,711
                                                                ---------------

<PAGE>



FOOD PRODUCTS & BEVERAGES 0.15%
PepsiCo Inc, Deb
   7.750%, 10/1/1998                               1,500,000         1,532,756
                                                                ---------------
RETAIL 0.07%
Wal-Mart Stores, Notes
   5.500%, 3/1/1998                                  750,000           739,431
                                                                ---------------
UTILITIES 0.36%
Duke Power, 1st & Ref Mortgage
   7.500%, 4/1/1999                                1,000,000         1,015,445

Scana Corp, Medium-Term Notes
   6.150%, 7/3/2000                                2,000,000         1,924,838
Union Electric, 1st Mortgage
   6.750%, 10/15/1999                                750,000           746,132
                                                                ---------------
                                                                     3,686,415
                                                                ---------------
   TOTAL CORPORATE BONDS
   (Cost $12,437,538)                                               12,066,914
                                                                ---------------
TOTAL FIXED INCOME SECURITIES
   (Cost $327,272,558)                                             320,917,885
                                                                ---------------
SHORT-TERM INVESTMENTS 5.21%
US Government Obligations 1.96%
US Treasury Notes
   8.000%, 1/15/1997 (Cost $20,375,625)           20,000,000        20,175,000
                                                                ---------------
Commercial Paper 2.43%
AEROSPACE & DEFENSE 2.43%
Raytheon Co
   5.280%, 9/12/1996 (Cost $24,959,667)           25,000,000        24,959,667
                                                                ---------------
Repurchase Agreements 0.82%
Repurchase Agreement with State 
  Street Bank & Trust Co dated  
  8/30/1996 due 9/3/1996 at 4.750%,  
  repurchased at $8,404,433  
  (Collateralized by US Treasury  
  Notes due 3/31/2000 at 6.875%,
  value $8,807,465) 
  (Cost $8,400,000)                                8,400,000         8,400,000
                                                                ---------------
TOTAL SHORT-TERM INVESTMENTS
   (Cost $53,735,292)                                               53,534,667
                                                                ---------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $902,220,990)
   (Cost for Income Tax Purposes $902,234,315)                   1,027,436,096
                                                                ===============


<PAGE>


VALUE EQUITY Fund
COMMON STOCKS 94.73%
AEROSPACE & DEFENSE 3.32%
Lockheed Martin                                       35,860    $    3,016,723
Raytheon Co                                           70,000         3,605,000
                                                                ---------------
                                                                     6,621,723
                                                                ---------------
AGRICULTURAL 1.54%
Archer-Daniels-Midland Co                            173,250         3,075,187
                                                                ---------------
AUTOMOBILE RELATED 1.85%
Ford Motor                                           110,000         3,685,000
                                                                ---------------
BANKING 6.17%
Boatmen's Bancshares                                  93,000         4,952,250
First Chicago NBD                                     70,000         2,983,750
First Union                                           30,000         1,916,250
Wachovia Corp                                         53,700         2,456,775
                                                                ---------------
                                                                    12,309,025
                                                                ---------------
CHEMICALS 2.89%
Dow Chemical                                          34,000         2,711,500
Great Lakes Chemical                                  53,000         3,047,500
                                                                ---------------
                                                                     5,759,000
                                                                ---------------
COMPUTER RELATED 8.34%
Automatic Data Processing                             50,000         2,081,250
Compaq Computer*                                      79,000         4,473,375
Computer Associates International                     69,750         3,661,875
Hewlett-Packard Co                                    76,000         3,325,000
International Business Machines                       27,000         3,088,125
                                                                ---------------
                                                                    16,629,625
                                                                ---------------
DIVERSIFIED COMPANIES 5.97%
General Electric                                      42,100         3,499,562
Hanson PLC Sponsored ADR                             218,300         2,756,037
Minnesota Mining & Manufacturing                      30,000         2,062,500
Textron Inc                                           42,000         3,585,750
                                                                ---------------
                                                                    11,903,849
                                                                ---------------
ELECTRICAL EQUIPMENT 1.37%
Emerson Electric                                      32,700         2,738,625
                                                                ---------------
FINANCE RELATED 1.81%
Federal National Mortgage Association                116,500         3,611,500
                                                                ---------------


<PAGE>


FOOD PRODUCTS & BEVERAGES 2.96%
Anheuser-Busch Cos                                    23,000         1,742,250
Heinz (H J) Co                                        72,500         2,283,750
PepsiCo Inc                                           65,000         1,868,750
                                                                ---------------
                                                                     5,894,750
                                                                ---------------
HEALTH CARE FACILITIES 2.91%
Columbia/HCA Healthcare                               72,300         4,075,913
Manor Care                                            50,000         1,718,750
                                                                ---------------
                                                                     5,794,663
                                                                ---------------
INSURANCE 7.38%
American International Group                          28,500         2,707,500
General Re                                            18,000         2,607,750
Jefferson-Pilot Corp                                  57,575         2,957,916
Marsh & McLennan                                      30,000         2,790,000
SAFECO Corp                                          110,000         3,643,750
                                                                ---------------
                                                                    14,706,916
                                                                ---------------
MEDICAL RELATED - DRUGS 9.87%
Abbott Laboratories                                   47,000         2,120,875
American Home Products                                52,000         3,081,000
Bristol-Myers Squibb                                  30,000         2,632,500
Lilly (Eli) & Co                                      64,000         3,664,000
Merck & Co                                            48,000         3,150,000
Schering-Plough Corp                                  47,400         2,648,475
Warner-Lambert Co                                     40,000         2,380,000
                                                                ---------------
                                                                    19,676,850
                                                                ---------------
METALS & MINING 0.94%
Phelps Dodge                                          31,000         1,875,500
                                                                ---------------
MOTION PICTURES & TELEVISION 1.43%
Disney (Walt) Co                                      50,000         2,850,000
                                                                ---------------
OFFICE EQUIPMENT 1.73%
Pitney-Bowes Inc                                      71,700         3,459,525
                                                                ---------------
OIL & GAS RELATED 5.79%
Amoco Corp                                            40,000         2,760,000
Exxon Corp                                            35,275         2,870,503
Repsol SA Sponsored ADR                               80,400         2,623,050
Royal Dutch Petroleum 5 Gldr Shrs                     22,076         3,297,603
                                                                ---------------
                                                                    11,551,156
                                                                ---------------


<PAGE>


PAPER & PAPER PRODUCTS 3.40%
Kimberly-Clark Corp                                   50,000         3,918,750
Westvaco Corp                                        100,050         2,863,931
                                                                ---------------
                                                                     6,782,681
                                                                ---------------
POLLUTION CONTROL RELATED 1.59%
Browning-Ferris Industries                           124,000         3,162,000
                                                                ---------------
PRINTING & PUBLISHING 1.01%
Gannett Co                                            30,000         2,010,000
                                                                ---------------
RETAIL 9.77%
Circuit City Stores                                  108,000         3,402,000
Dillard Department Stores Class A                     57,000         1,938,000
Giant Food Class A                                    64,000         2,152,000
K mart Corp                                          209,000         2,090,000
McDonald's Corp                                       67,000         3,107,125
Penney (J C) Co                                       68,000         3,595,500
Rite Aid                                             100,000         3,187,500
                                                                ---------------
                                                                    19,472,125
                                                                ---------------
TEXTILES & APPAREL MANUFACTURERS 2.53%
Russell Corp                                          90,000         2,880,000
Shaw Industries                                      145,000         2,175,000
                                                                ---------------
                                                                     5,055,000
                                                                ---------------
TOBACCO 3.17%
American Brands                                       45,000         1,828,125
Philip Morris                                         50,000         4,487,500
                                                                ---------------
                                                                     6,315,625
                                                                ---------------
TRANSPORTATION 2.05%
Illinois Central Series A                            135,000         4,083,750
                                                                ---------------
UTILITIES 4.94%
CINergy Corp                                         100,700         3,021,000
DTE Energy                                            52,000         1,482,000
Southern Co                                           60,000         1,357,500
Southern New England Telecommunications               46,000         1,753,750


<PAGE>


Telefonos de Mexico SA de CV Sponsored
   ADR Representing Ord Series L Shrs                 68,000         2,235,500
                                                                ---------------
                                                                     9,849,750
                                                                ---------------
TOTAL COMMON STOCKS (Cost $143,910,632)                            188,873,825
                                                                ---------------
SHORT-TERM INVESTMENTS - REPURCHASE
   AGREEMENTS 5.27%
Repurchase  Agreement  with State  
  Street  Bank & Trust Co dated  
  8/30/1996 due 9/3/1996 at 4.750%, 
  repurchased at $10,515,547 
  (Collateralized by US Treasury
  Notes due 3/31/2000 at 6.875%, 
  value $11,024,588) (Cost $10,510,000)           10,510,000        10,510,000
                                                                ---------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost $154,420,632) (Cost for Income
   Tax Purposes $154,602,933)                                    $ 199,383,825
                                                                ===============

* Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Assets and Liabilities
August 31, 1996

                                 Intermediate
                                 Government      Total Return      Value Equity
                                 Bond Fund          Fund              Fund
                               -------------------------------------------------

ASSETS
Investment Securities:
   At Cost~                     $39,864,436    $  902,220,990      $154,420,632
                               =================================================
   At Value~                     39,627,572     1,027,436,096       199,383,825
Cash                                  3,755                 0           158,521
Receivables:
   Fund Shares Sold                  26,209         1,390,202           651,795
   Dividends and Interest           390,262         4,656,855           422,146
Prepaid Expenses and
   Other Assets                      12,040            67,458            25,893
                               -------------------------------------------------
TOTAL ASSETS                    $40,059,838    $1,033,550,611      $200,642,180
                               -------------------------------------------------
LIABILITIES
Payables:
   Custodian                              0           634,783                 0
   Distributions to
     Shareholders                    13,182           152,290            33,789
   Fund Shares Repurchased           95,238           589,073           550,315
Accrued Expenses and Other
   Payables                           2,914            23,307            12,418
                               -------------------------------------------------
TOTAL LIABILITIES                   111,334         1,399,453           596,522
                               -------------------------------------------------
Net Assets at Value             $39,948,504    $1,032,151,158      $200,045,658
                               =================================================
NET ASSETS
Paid-in Capital                 $40,688,798    $  903,372,268      $151,114,705
Accumulated Undistributed
   Net Investment Income                  0            11,343            42,661
Accumulated Undistributed
   Net Realized Gain (Loss)
   on Investment Securities
   and Foreign Currency
   Transactions                   (503,430)         3,552,441         3,925,099


<PAGE>


Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign
   Currency Transactions          (236,864)       125,215,106        44,963,193
                               -------------------------------------------------
Net Assets at Value             $39,948,504    $1,032,151,158      $200,045,658
                               =================================================
Shares Outstanding*             $ 3,246,858    $   45,674,707      $  8,994,532
Net Asset Value, Offering
  and Redemption Price per 
  Share                              $12.30            $22.60            $22.24
                               =================================================

~ Investment  securities at cost and value at August 31, 1996 include repurchase
agreements of $1,240,000, $8,400,000 and $10,510,000 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, 1996, there was
an unlimited number of authorized Fund shares.

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Operations
Year Ended August 31, 1996

                                  Intermediate
                                   Government      Total Return    Value Equity
                                   Bond Fund          Fund            Fund
                                 ----------------------------------------------
INVESTMENT INCOME
INCOME
Dividends                         $         0      $15,402,155     $  4,459,132
Interest                            2,716,458       21,637,913          456,707
   Foreign Taxes Withheld                   0        (345,592)         (65,754)
                                 ----------------------------------------------
   TOTAL INCOME                     2,716,458       36,694,476        4,850,085
EXPENSES
Investment Advisory Fees              235,160        6,025,905        1,382,049
Transfer Agent Fees                   156,123          953,383          282,255
Administrative Fees                    15,879          137,623           37,641
Custodian Fees and Expenses            14,629          145,677           38,278
Professional Fees and Expenses         13,833           38,324           20,786
Registration Fees and Expenses         24,346          118,394           47,065
Reports to Shareholders                12,001           59,989           22,596
Trustees' Fees and Expenses             9,755           41,092           16,188
Other Expenses                          3,655           40,333           11,107
                                 ----------------------------------------------
   TOTAL EXPENSES                     485,381        7,560,720        1,857,965
   Fees and Expenses Absorbed
     by Investment Adviser           (36,683)                0                0
   Fees and Expenses Paid
     Indirectly                       (7,176)         (83,578)         (21,921)
                                 ----------------------------------------------
     NET EXPENSES                     441,522        7,477,142        1,836,044
                                 ----------------------------------------------
NET INVESTMENT INCOME               2,274,936       29,217,334        3,014,041
                                 ----------------------------------------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT
   SECURITIES
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions      416,138        6,273,916        4,119,794
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign
   Currency Transactions          (1,505,858)       48,298,544       20,794,083
                                 ----------------------------------------------


<PAGE>


NET GAIN (LOSS) ON
   INVESTMENT SECURITIES          (1,089,720)       54,572,460       24,913,877
                                 ----------------------------------------------
Net Increase in Net Assets
   from Operations               $  1,185,216      $83,789,794     $ 27,927,918
                                 ==============================================

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
                                          -----------------------------         --------------------------------
                                              1996               1995                   1996             1995

OPERATIONS
<S>                                      <C>                  <C>               <C>                 <C>
Net Investment Income                    $ 2,274,936         $ 2,156,239          $  29,217,334      $14,983,860
Net Realized Gain (Loss) on
  Investment Securities and Foreign
  Currency Transactions                      416,138           (915,758)              6,273,916        2,916,413
Change in Net Appreciation (Depreciation)
   of Investment Securities and Foreign
   Currency Transactions                 (1,505,858)          2,538,939              48,298,544       46,627,023
                                         --------------------------------       --------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                         1,185,216           3,779,420             83,789,794       64,527,296
                                         --------------------------------       --------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                    (2,261,908)         (2,147,391)           (29,200,386)     (14,983,860)
In Excess of Net Investment Income                 0                   0                      0         (20,316)
Net Realized Gain on Investment
   Securities                                      0                   0            (4,352,151)        (787,737)
                                         ---------------------------------      --------------------------------
TOTAL DISTRIBUTIONS                      (2,261,908)         (2,147,391)           (33,552,537)     (15,791,913)
                                         ---------------------------------      --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Share              28,705,527          27,363,047            609,919,491      326,800,315
Reinvestment of Distributions              2,132,961           2,080,851             32,908,763       15,396,556
                                         ---------------------------------      --------------------------------
                                          30,838,488          29,443,898            642,828,254      342,196,871
Amounts Paid for Repurchases of Shares  (27,152,636)        (25,597,128)          (224,382,843)    (120,228,352)
                                         ---------------------------------      --------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS            3,685,852           3,846,770            418,445,411      221,968,519
                                         ---------------------------------      --------------------------------
Total Increase in Net Assets               2,609,160           5,478,799            468,682,668      270,703,902
NET ASSETS
Beginning of Period                       37,339,344          31,860,545            563,468,490      292,764,588
                                         ---------------------------------      --------------------------------
End of Period                            $39,948,504         $37,339,344         $1,032,151,158     $563,468,490
                                         =================================      ================================




<PAGE>



Accumulated Undistributed
   (Distributions In Excess of)
   Net Investment Income Included
   in Net Assets at End of Period        $         0         $         0        $      11,343        $   (6,527)

FUND SHARE TRANSACTIONS
Shares Sold                                2,283,726           2,246,918           27,294,383         16,593,356
Shares Issued from Reinvestment
   of Distributions                          169,140             170,015            1,459,274            786,039
                                         ---------------------------------      --------------------------------
                                           2,452,866           2,416,933           28,753,657         17,379,395
Shares Repurchased                       (2,159,851)         (2,082,218)          (9,971,539)        (6,275,356)
                                         --------------------------------       --------------------------------
Net Increase in Fund Shares                  293,015             334,715           18,782,118         11,104,039
                                         ================================       ================================

</TABLE>
See Notes to Financial Statements



<PAGE>



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

                                                   Value Equity Fund
                                            ------------------------------
                                                 1996              1995
OPERATIONS
Net Investment Income                        $ 3,014,041       $ 2,846,758
Net Realized Gain on Investment
   Securities and Foreign Currency
   Tansactions                                 4,119,794         5,886,502
Change in Net Appreciation of
   Investment Securities and Foreign 
   Currency Transactions                      20,794,083        14,593,965
                                            -------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                            27,927,918        23,327,225
                                            -------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                        (2,995,302)       (2,834,142)
Net Realized Gain on Investment
   Securities                                (3,086,946)       (7,116,877)
                                            -------------------------------
TOTAL DISTRIBUTIONS                          (6,082,248)       (9,951,019)
                                            -------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                214,313,579        98,871,021
Reinvestment of Distributions                  5,906,003         9,797,324
                                            -------------------------------
                                             220,219,582       108,668,345
Amounts Paid for Repurchases
   of Shares                               (195,190,483)      (80,723,493)
                                            ------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS               25,029,099        27,944,852
                                            ------------------------------
Total Increase in Net Assets                  46,874,769        41,321,058
NET ASSETS
Beginning of Period                          153,170,889       111,849,831
                                            ------------------------------
End of Period                               $200,045,658      $153,170,889
                                            ==============================
Accumulated Undistributed Net
   Investment Income Included in
   Net Assets at End of Period              $     42,661      $     12,616



<PAGE>


FUND SHARE TRANSACTIONS
Shares Sold                                    9,902,174         5,496,357
Shares Issued from Reinvestment
   of Distributions                              277,102           573,039
                                            ------------------------------
                                              10,179,276         6,069,396
Shares Repurchased                           (9,026,840)       (4,400,997)
                                            ------------------------------
Net Increase in Fund Shares                    1,152,436         1,668,399
                                            ==============================
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") was organized under the laws of the  Commonwealth of Massachusetts
and presently  consists of three separate  Funds:  Intermediate  Government Bond
Fund, Total Return Fund and Value Equity Fund. The investment  objectives of the
Funds  are to  achieve  a high  total  return  on  investments  through  capital
appreciation  and current income.  The Trust is registered  under the Investment
Company Act of 1940 (the "Act") as a diversified, open-end management investment
company.
   The following is a summary of significant  accounting  policies  consistently
followed  by the  Trust in the  preparation  of its  financial  statements.  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.  Actual
results  could  differ  from those  estimates.  
A.  SECURITY  VALUATION - Equity securities traded on national securities
   exchanges  or in the  over-the-counter  market  are  valued at the last sales
   price in the market where such securities are primarily traded. If last sales
   prices are not available,  securities  are valued at the highest  closing bid
   price obtained from one or more dealers  making a market for such  securities
   or by a pricing service approved by the 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.
      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.


<PAGE>


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 dividend if such information is obtained
   subsequent to 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.
     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  impositions  of  adverse  foreign
   governmental laws or currency exchange restrictions. Net realized and
   unrealized  gain or loss  from  investments  includes  fluctuations  from
   currency exchange rates and fluctuations in market value.
     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 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, 1996, Intermediate Government Bond Fund had $411,995 and
   $16,031 in net capital  loss  carryovers  which  expire in the years 2003 and
   2004, respectively.
     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,
   1996,  44.02% for Total  Return  Fund and 75.04%  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 Total Return and Value
   Equity 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.


<PAGE>


   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
   expired  capital  loss  carryforwards.  For the year ended  August 31,  1996,
   Intermediate  Government  Bond Fund  reclassified  $13,028  from  accumulated
   undistributed net investment income to accumulated undistributed net realized
   gain on investment securities and foreign currency transactions. For the year
   ended August 31, 1996, Total Return and Value Equity Funds  reclassified $922
   and $11,306, respectively,  from paid-in capital to accumulated undistributed
   net investment income and $2,028 and $3,811,  respectively,  from accumulated
   undistributed net realized gain on investment securities and foreign currency
   transactions to paid-in capital.  Net investment  income,  net realized gains
   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.
     Under an  agreement  between  each Fund and the  Trust's  Custodian,
   agreed upon Custodian Fees and Expenses are reduced by credits granted by
   the Custodian from any  temporarily  uninvested  cash.  Similarly,  Other
   Expenses,  which include  Pricing  Expenses,  and Transfer Agent Fees are
   reduced  by  credits   earned  by  each  Fund  from  security   brokerage
   transactions  under  certain   broker/service   arrangements  with  third
   parties.  Such credits are included in Fees and Expenses Paid  Indirectly
   in the Statement of Operations.
      For  the  year  ended  August  31,  1996,  Fees  and  Expenses  Paid
   Indirectly consisted of the following:

                                  Custodian Fees        Transfer         Other
Fund                               and Expenses        Agent Fees      Expenses
- -------------------------------------------------------------------------------
Intermediate Government
   Bond Fund                        $ 7,176             $   0          $     0
Total Return Fund                    82,260                47            1,271
Value Equity Fund                    20,168                 0            1,753

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:


<PAGE>



                                              AVERAGE NET ASSETS
                                  -------------------------------------------
                                  $0 to         $500 Million         Over
                                  $500             to $1              $1
                                  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. The fee is accrued daily and paid monthly.
   IFG  received  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 through April
30,  1996.  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.  As of May 1, 1996,  the transfer  agent fee became $20.00 for Total
Return and Value Equity Funds and $26.00 for  Intermediate  Government Bond Fund
per  shareholder  account or, where  applicable,  per  participant in an omnibus
account, per year, computed in a manner similar to the previous fee.
   IFG has voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses  incurred by Intermediate  Government Bond Fund. 
NOTE 3 - PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended
August 31, 1996,  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                               $260,440,475       $14,537,728
Value Equity Fund                                 62,407,241        47,406,124



<PAGE>



   For the year ended  August 31, 1996,  the  aggregate  cost of  purchases  and
proceeds from sales of U.S. Government securities were as follows:

Fund                                            Purchases             Sales
- -------------------------------------------------------------------------------
Intermediate Government Bond Fund              $ 27,958,476       $23,650,712
Total Return Fund                               257,459,477        70,145,290

NOTE  4  -  APPRECIATION  AND  DEPRECIATION.  At  August  31,  1996,  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
Fund                              Appreciation    Depreciation    (Depreciation)
- --------------------------------------------------------------------------------
Intermediate Government
   Bond Fund                      $    122,914     $   443,176     $   (320,262)
Total Return Fund                  145,204,884      20,003,103      125,201,781
Value Equity Fund                   47,466,577       2,685,685       44,780,892

NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain of the Trust's officers and
trustees are also officers and directors of IFG or ICM.
   The Trust has adopted an unfunded  deferred  compensation  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 were
based  on an  annual  rate  equal  to 25% of the  retainer  fee at the  time  of
retirement  through June 30, 1996. As of July 1, 1996,  benefits are based on an
annual rate of 40% of the retainer fee at the time of retirement.
   Pension  expenses for the year ended  August 31, 1996,  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                        $    404      $     834          $  1,942
Total Return Fund                      6,013          5,774            18,314
Value Equity Fund                      1,681          3,046             7,401


<PAGE>


NOTE 6 - LINE OF CREDIT.  The Trust has  available a  Redemption  Line of Credit
Facility ("LOC"),  from a consortium of national banks, to be used for temporary
or emergency  purposes to fund redemptions of investor  shares.  The LOC permits
borrowings  to a maximum  of 10% of the Net  Assets at Value of each  respective
Fund.  Each Fund agrees to pay annual fees and interest on the unpaid  principal
balance based on prevailing  market rates as defined in the  agreement.  For the
year ended August 31, 1996, there were no such borrowings.



<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
                                             ----------------------------     ----------       ----------------------
                                             1996        1995        1994       1993>          1992             1991


Intermediate Government Bond Fund
<S>                                          <C>         <C>         <C>        <C>            <C>              <C>
PER SHARE DATA
Net Asset Value -
   Beginning of Period                       $12.64      $12.16      $13.25     $12.68         $12.89          $12.13
                                             -------------------------------    ------       ------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.73        0.73        0.70       0.48           0.90            0.89
Net Gains or (Losses) on Securities 
   (Both Realized and Unrealized)            (0.34)        0.48      (0.75)       0.57         (0.16)            0.77
                                             -------------------------------    ------     --------------------------
Total from Investment Operations               0.39        1.21      (0.05)       1.05           0.74            1.66
                                             -------------------------------    ------     --------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                          0.73        0.73        0.70       0.48           0.90            0.90
Distributions from
   Capital Gains                               0.00        0.00        0.34       0.00           0.05            0.00
                                             ------------------------------     ------     --------------------------
Total Distributions                            0.73        0.73        1.04       0.48           0.95            0.90
                                             ------------------------------     ------     --------------------------
Net Asset Value -
   End of Period                             $12.30      $12.64      $12.16     $13.25         $12.68          $12.89
                                             ==============================     ======     ==========================

TOTAL RETURN                                  3.12%      10.36%     (0.37%)     8.38%*          6.03%          14.16%
 
RATIOS
Net Assets - End of Period
   ($000 Omitted)                            39,949      37,339      31,861     39,384         29,649          24,385
Ratio of Expenses to
   Average Net Assets#                       1.15%@       1.20%       1.07%     0.96%~          0.97%           0.93%
Ratio of Net Investment Income 
   to Average Net Assets#                     5.81%       6.04%       5.58%     5.48%~          6.38%           7.28%
Portfolio Turnover Rate                         63%         92%         49%       34%*            93%             51%

</TABLE>


<PAGE>


> From January 1, 1993 to August 31, 1993, the Fund's current fiscal year-end.

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

* 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 August 31, 1996. If such expenses had not been voluntarily  absorbed,
  ratio of expenses  to average net assets  would have been 1.24% and ratio of 
  net investment income to average net assets would have been 5.72%.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
  Invesment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>



INVESCO Value Trust
Financial Highlights (Continued)
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION> 
                                                                                     Period
                                                                                      Ended                 Year Ended
                                                   Year Ended August 31             August 31              December 31
                                             ------------------------------       --------------     ---------------------
                                             1996        1995        1994             1993>          1992             1991

                                             Total Return Fund
<S>                                          <C>         <C>         <C>             <C>               <C>          <C>           
PER SHARE DATA
Net Asset Value -
   Beginning of Period                       $20.95      $18.54      $18.27          $17.18          $16.43         $14.21
                                             ----------------------------------     --------         ---------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                          0.73        0.72        0.69            0.40            0.66           0.71
Net Gains on Securities
   (Both Realized and
   Unrealized)                                 1.78        2.46        0.60            1.09            0.93           2.78
                                             ----------------------------------     ---------        ---------------------
Total from Investment
   Operations                                  2.51        3.18        1.29            1.49            1.59           3.49
                                             ----------------------------------     ---------        ---------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                           0.73        0.72        0.60            0.40            0.65           0.72
In Excess of Net
   Investment Income+                          0.00        0.00        0.09            0.00            0.00           0.00
Distributions from
   Capital Gains                               0.13        0.05        0.17            0.00            0.19           0.55
In Excess of Capital
   Gains                                       0.00        0.00        0.16            0.00            0.00           0.00
                                             ----------------------------------     ---------        ---------------------
Total Distributions                            0.86        0.77        1.02            0.40            0.84           1.27
                                             ----------------------------------     ---------        ---------------------
Net Asset Value -
   End of Period                             $22.60      $20.95      $18.54          $18.27          $17.18         $16.43
                                             ==================================     =========        =====================

TOTAL RETURN                                 12.06%      17.54%       7.22%          8.72%*           9.84%         24.96%



<PAGE>



RATIOS
Net Assets -
   End of Period
   ($000 Omitted)                        $1,032,151    $563,468    $292,765        $220,224        $137,196        $82,219
Ratio of Expenses to
   Average Net Assets                        0.89%@       0.95%       0.96%          0.93%~           0.88%          0.92%
Ratio of Net Investment
   Income to Average
   Net Assets                                 3.44%       3.97%       3.31%          3.51%~           4.06%          4.62%
Portfolio Turnover
   Rate                                         10%         30%         12%            19%*             13%            49%
Average Commission
   Rate Paid^^                            $  0.0539           -           -               -               -              -


>  From January 1, 1993 to August 31, 1993, the Fund's current fiscal year-end.

+  Distributions in excess of net investment income for the year ended August 
   31, 1995, aggregated less than $0.01 on a per share basis.

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

@  Ratio is based on Total  Expenses  of the Fund, which is before  any  expense
   offset arrangement. 

~  Annualized 

^^ The average commission rate paid is the total brokerage  commissions paid on 
   applicable  purchases and sales of securities  for the period  divided by the
   total  number of  related  shares  purchased  or sold  which is  required  to 
   be disclosed effective September 1, 1995.
</TABLE>


<PAGE>



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

                                                                                      Period
                                                                                       Ended               Year Ended
                                                  Year Ended August 31               August 31             December 31
                                             -----------------------------        --------------     --------------------
                                             1996        1995        1994              1993>         1992           1991

                                             Value Equity Fund
<S>                                          <C>         <C>         <C>               <C>           <C>           <C>  
PER SHARE DATA
Net Asset Value -
   Beginning of Period                       $19.53      $18.12      $17.79            $16.91        $16.57        $13.88
                                             ------------------------------            ------        --------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                          0.35        0.39        0.36              0.24          0.36          0.40
Net Gains on Securities (Both 
   Realized and Unrealized)                    3.09        2.58        1.20              0.88          0.45          4.54
                                             ------------------------------            ------        -------------------- 
Total from Investment Operations               3.44        2.97        1.56              1.12          0.81          4.94
                                             ------------------------------            ------        --------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                           0.35        0.39        0.31              0.24          0.34          0.40
In Excess of Net
   Investment Income                           0.00        0.00        0.04              0.00          0.00          0.00
Distributions from
   Capital Gains                               0.38        1.17        0.88              0.00          0.13          1.85
                                             ------------------------------            
Total Distributions                            0.73        1.56        1.23              0.24          0.47          2.25
                                             ------------------------------            ------        --------------------
Net Asset Value -
   End of Period                             $22.24      $19.53      $18.12            $17.79        $16.91        $16.57
                                             ==============================            ======        ====================

TOTAL RETURN                                 17.77%      17.84%       9.09%            6.65%*         4.98%        35.84%



<PAGE>



RATIOS
Net Assets - End of Period
   ($000 Omitted)                         $ 200,046     153,171     111,850            81,914        78,609        39,741
Ratio of Expenses to Average 
   Net Assets                                1.01%@       0.97%       1.01%            1.00%~         0.91%         0.98%
Ratio of Net Investment Income 
   to Average Net Assets                      1.64%       2.17%       1.80%            2.07%~         2.19%         2.39%
Portfolio Turnover Rate                         27%         34%         53%              35%*           37%           64%
Average Commission Rate Paid^^            $  0.0589          -          -                 -              -             -

>  From January 1, 1993 to August 31, 1993, the Fund's current fiscal year-end.

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

@  Ratio is based on Total  Expenses  of the  Fund,  which is before any  offset
   arrangements.

~  Annualized

^^ The average commission rate paid is the total brokerage  commissions  paid on
   applicable purchases and sales of securities for the period divided by the 
   total number of related shares purchased or sold which is required to be  
   disclosed effective September 1, 1995.
</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 Intermediate  Government Bond Fund,
Total  Return Fund and Value  Equity Fund  (constituting  INVESCO  Value  Trust,
hereafter  referred to as the "Fund") at August 31, 1996, 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 each of 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,  1996 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.



/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP

Denver, Colorado
September 30, 1996



<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

You can find us on the World Wide Web:
http://www.invesco.com

Or write to:
INVESCO Funds Group, Inc., (SM) Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

If you're in Denver, please visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 East Union Avenue,
Lobby Level

This information must be preceded or accompanied by an effective prospectus.







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