INVESCO VALUE TRUST
N-30D, 1997-04-21
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SEMIANNUAL REPORT


February 28, 1997


INVESCO

VALUE

FUNDS


Intermediate Government Bond

Total Return

Value Equity


INVESCO FUNDS


<PAGE>



Market Overview                                                     March 1997
      Fueled  by  a  stronger-than-expected   economy  and  improving  corporate
earnings,  the stock  market  catapulted  to new highs over the last six months.
During the fourth  quarter of 1996,  the growth  rate (as  measured by the Gross
Domestic  Product)  accelerated to a revised level of 3.9%.  This surpassed most
analysts'  expectations,  as the  expansion  had slowed to a rate of 2.2% in the
previous quarter.  The vibrant economy has rekindled fears that tightness in the
labor market could lead to renewed  inflation.  However,  gains in  productivity
thus far have offset wage  increases  and allowed  companies to maintain  profit
margins without raising prices. This has helped keep inflation under control. In
fact,  the  consumer  price  index rose just 0.1% in the month of  January  (the
smallest gain since June 1996) and finished  1996 at an annualized  rate of 3.3%
- -- in line with historical averages.
      The U.S. trade gap hit an eight-year high in 1996,  primarily  driven by a
stronger dollar; this has negative consequences for domestic exporters. As their
products  become more  expensive in foreign  markets,  profit margins and future
earnings  may   decrease.   In  addition,   the   phenomenal   appreciation   of
large-capitalization   stocks,   predicated  on  a  nearly  perfect   investment
environment,  may have created  unwarranted  expectations by many investors when
compared to historical averages.
      In the middle of March,  the investment  environment  shifted as increased
consumer  spending  reignited  fears of  inflation.  Consequently,  the  Federal
Reserve Board  increased  short-term  interest rates by 0.25%.  This  preemptive
strike against wage and price hikes was the first rate increase in more than two
years, and led to increased negative sentiment in the market,  producing a sharp
5% to 10% pullback in many stocks.
      A moderate  inflation level  represents a positive factor for the economy.
At the same time,  though,  the  longevity of the current  expansion -- over six
years -- remains a cause for concern; the post-World War II average is only four
and a half  years.  Negative  growth  hasn't  been  experienced  since the first
quarter of 1993. If the growth rate does not slow,  many  economists  expect the
Fed to continue raising  short-term  interest rates, with the concomitant danger
of cutting the expansion short.
      In fact, despite the positive economic growth and inflation news, concerns
over  inflation,   interest   rates,   and  the  possibility  of  continued  Fed
intervention led to extreme volatility in bond prices. This volatility,  coupled
with a change in the risk/reward relationship for most bonds, caused nervousness
for most  fixed-income  investors.  Many took on considerably more risk for less
reward as spreads  narrowed  between  the  yields on junk  bonds and  government
bonds. This spread has fallen to a little more than three percentage points from
almost  five   percentage   points  in  late  1995,  and  compared  to  historic
measurements, it is well below its long-term average.

INVESCO Value Funds
      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-year period ended 2/28/97 (or for Total


<PAGE>



Return Fund, from inception through 2/28/97). 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)
      Composition of holdings is subject to change.

Intermediate Government Bond Fund
      For the six-month period ended 2/28/97,  INVESCO  Intermediate  Government
Bond Fund had a total  return of 3.49%,  compared to a total return of 4.20% for
the Lehman  Intermediate  Government Bond Index. (Of course, past performance is
not a guarantee of future results.)(1),(2)
      Volatility  in the  fixed-income  market has  continued  over the last six
months, which means the fund's investment strategy has been highly influenced by
interest rate movements and maturity  strategies.  The fund primarily invests in
obligations  of the U.S.  government  and its agencies  which mature in three to
five  years.  Due to the  fund's  very  narrow  focus and our  value  investment
methodology,  the fund may  overperform or  underperform in short market cycles.
However,  we seek to minimize the loss of capital in bear  markets,  while fully
participating in bull markets.
      Over the last six months, we have positioned the fund somewhat defensively
in response to the volatile interest rate environment.  The duration of the fund
as of 2/28/97 was 2.74 years,  reflecting our cautious approach.  We continue to
be heavily  weighted in  government  bonds and have  limited  exposure to "plain
vanilla" mortgage-backed securities.
      Looking  forward,  we plan to maintain this strategy,  as volatility  will
likely  continue in the  fixed-income  market.  We also  believe that there is a
possibility that the Fed may further tighten credit availability as a preemptive
strike against inflation; a shorter duration may help cushion the fund against a
rise in interest rates.


                        Intermediate Government Bond Fund
                           Average Annual Total Return
                                 as of 2/28/97(2)

                    1 year                              3.07%
                    -----------------------------------------
                    5 years                             6.45%
                    -----------------------------------------
                    10 years                            6.93%
                    -----------------------------------------

Graph:      Intermediate Government Bond Fund Total Return

      This line  graph  compares  the value of a $10,000  investment  in INVESCO
      Intermediate  Government Bond Fund to the value of a $10,000 investment in
      the Lehman  Intermediate  Government  Bond  Index,  assuming  in each case
      reinvestment of all dividends and capital gain distributions,  for the ten
      year period ended 2/28/97.


<PAGE>




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 six-month  period ended  2/28/97,  INVESCO Total Return Fund had a
total  return of 13.93%,  compared to a total  return of 22.52% for the S&P 500,
and 5.24% for the Lehman  Government/Corporate Bond Index. The fund outperformed
its peer group during the one-year  period ended  2/28/97 with a total return of
15.56%,  compared to the average  fund return of 13.86% for the Lipper  Flexible
Portfolio objective. (Lipper Analytical Services, Inc., is an independent mutual
fund analyst,  which tracks fund  performance  unadjusted  for  commissions.  Of
course, past performance is not a guarantee of future results.)(1),(2)
      Total  Return  Fund seeks to add value in three  ways:  asset  allocation,
stock selection,  and bond strategy.  For example, the average historical spread
of  returns  between  bonds  and  stocks  is three  percent.  If the  spread  is
out-of-line  with this  historical  relationship,  then the fund's  asset mix is
adjusted to reflect the current  environment.  A mix of 60% stocks and 40% bonds
is  considered a neutral  position;  presently,  our asset mix  slightly  favors
stocks,   with  an  allocation   between  bonds  and  stocks  of  29%  and  62%,
respectively.
      During the last six months, the fund made no major changes in its economic
sector weightings.  Currently,  the equity portfolio is underweighted in capital
goods and overweighted in consumer discretionary. We feel that many companies in
the consumer discretionary sector are presently undervalued by investors.
      Over the winter, we made minor changes to the fixed-income  portion of the
portfolio.  In regard to duration,  we have kept the fund's fixed-income portion
of the  portfolio at a constant  level of roughly four and half years  (measured
without  cash and cash  equivalents).  This is slightly  shorter than the Lehman
Government/Corporate Bond Index. However, over the last six months, we continued
to decrease  our  exposure to  Treasuries  and have  increased  our  exposure to
mortgage-backed  securities,  in response to spread  differentials  in these two
markets.
      In the present market  environment,  it appears that equities  continue to
offer a return advantage over fixed-income securities.  However, we will monitor
this relationship and adjust the portfolio accordingly.

Graph:      Total Return Fund Fund Total Return

      This line  graph  compares  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 and
      Lehman Government/Corporate Bond Indexes, assuming in each case
      reinvestment of all dividends and capital gain distributions, for the
      period from inception (9/87) through 2/28/97.



<PAGE>



      

                                Total Return Fund
                           Average Annual Total Return
                                 as of 2/28/97(2)

                    1 year                             15.56%
                    -----------------------------------------
                    5 years                            13.61%
                    -----------------------------------------
                    Since Inception (9/87)             13.15%
                    -----------------------------------------

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 six-month  period ended  2/28/97,  INVESCO Value Equity Fund had a
total  return of 16.64%,  compared to a total  return of 22.52% for the S&P 500.
(Of course, past performance is not a guarantee of future results.)(1),(2)
      Over the last six months,  we have  witnessed a "flight to quality" in the
stock  market,   as   large-capitalization   growth  stocks  have   dramatically
outperformed  the overall  market.  Many investors  chased these market momentum
stocks,  which led to unusually  high  valuation  levels  relative to historical
price-to-earnings  ratios.  As value investors with a conservative,  disciplined
investment  style,  we stayed away from these market momentum stocks and focused
on  high-quality  companies  with  broad  diversification,  which  sell  at more
attractive valuation levels. This approach caused fund performance to lag behind
the broad market. However, our more conservative strategy may eventually benefit
investors,  since market momentum investors typically  experience severe loss of
capital in down markets.
      Our strategy did result in strong  returns from the consumer  non-durables
and health care  sectors.  However,  we have since  reduced our  exposure to the
latter  area,  since  we  feel  it  is  now  fully  valued.  We  continue  to be
underweighted  in energy  and  technology  stocks;  this has  helped  the fund's
performance   recently  as  these  sectors   experienced   volatile   swings  in
performance.

Looking Forward
      We believe  that stock  selectivity  will be crucial in the future,  since
valuation levels appear to be high compared to historical norms.  Thus, we plan


<PAGE>



to rebalance the portfolio by replacing some of our high beta stocks with lower
beta stocks.  (Beta measures the volatility of a stock compared to the S&P 500.
The higher the beta, the higher the risk associated with that stock versus the
broad market.) This should give the fund a more conservative profile and help
lessen its volatility during market downturns.  It may also  provide a boost if
investors shift away from market momentum stocks and focus on value stocks.

                                Value Equity Fund
                           Average Annual Total Return
                                 as of 2/28/97(2)

                    1 year                             20.45%
                    -----------------------------------------
                    5 years                            14.52%
                    -----------------------------------------
                    10 years                           12.64%
                    -----------------------------------------

Graph:      Value Equity Fund Total Return

      This line  graph  compares  the value of a $10,000  investment  in INVESCO
      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 ten year period ended 2/28/97.

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   indexes   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>



INTRODUCING
INVESCO's netPAL for
Account Information

INVESCO  now offers  secure  access to your  account  information  from your own
computer -- at your convenience.

      Account Balance
      Latest Transactions
      Latest Distributions

1.    To go the INVESCO Funds' web
      site at http://www.invesco.com.

2.    Select netPAL on the
      navigator bar.

3.    Click on INVESCO Account
      Information.

4.    Key in your account number
      and password.  (Your password
      is identical to the four-digit
      personal identification number
      code you use for the PAL(R)
      Personal Account Line,
      INVESCO's automated telephone
      information system.)

5.    Click on "Submit."  Your current
      account summary will then be
      displayed automatically.



<PAGE>



INVESCO Value Trust
Ten Largest Common Stock Holdings
February 28, 1997

Description                                                                Value
- --------------------------------------------------------------------------------
TOTAL RETURN Fund
Compaq Computer                                                      $19,812,500
First Chicago NBD                                                     17,550,000
Morgan Stanley Group                                                  17,539,375
Edison International                                                  17,200,000
Philip Morris                                                         16,890,625
Ford Motor                                                            16,437,500
Bristol-Myers Squibb                                                  16,312,500
Dow Chemical                                                          16,200,000
Unilever NV New York Shrs                                             16,192,500
International Business Machines                                       15,812,500

VALUE EQUITY Fund
NationsBank Corp                                                       7,266,670
Philip Morris                                                          6,756,250
Compaq Computer                                                        6,260,750
Columbia/HCA Healthcare                                                5,898,900
American Brands                                                        5,788,750
Illinois Central Series A                                              5,671,875
Ford Motor                                                             5,588,750
Federal National Mortgage Association                                  5,460,000
Kimberly-Clark Corp                                                    5,300,000
Raytheon Co                                                            5,183,750

Composition of holdings is subject to change.





<PAGE>



INVESCO Value Trust
Statement of Investment Securities
February 28, 1997
UNAUDITED

                                                    Shares or
                                                    Principal
Description                                          Amount             Value
- --------------------------------------------------------------------------------
INTERMEDIATE GOVERNMENT BOND Fund
FIXED INCOME SECURITIES 97.20%
US Government Obligations 83.07%
US Treasury Notes
   8.750%, 8/15/2000                                $2,000,000        $2,151,250
   8.500%, 2/15/2000                                 2,800,000         2,970,624
   8.500%, 11/15/2000                                2,000,000         2,140,624
   8.000%, 8/15/1999                                 5,000,000         5,207,810
   7.750%, 2/15/2001                                 4,000,000         4,196,248
   7.500%, 11/15/2001                                1,500,000         1,565,155
   7.125%, 10/15/1998                                3,000,000         3,048,750
   7.000%, 4/15/1999                                 3,000,000         3,053,439
   6.375%, 7/15/1999                                 4,000,000         4,020,000
   6.375%, 8/15/2002                                 2,500,000         2,496,875
   6.250%, 2/15/2003                                 1,000,000           991,562
   6.000%, 10/15/1999                                3,000,000         2,990,625
   5.125%, 3/31/1998                                 2,000,000         1,985,000
                                                                    ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $36,548,180)                                                 36,817,962
                                                                    ------------
US Government Agency Obligations 14.13%
Federal Home Loan Mortgage, Gold
   Participation Certificates
   8.000%, 10/1/2010                                 1,066,137         1,098,612
   6.500%, 7/1/2001                                    962,214           960,569
Federal National  Mortgage Association,
   Gtd Mortgage Pass-Through Certificates
   6.000%, 5/1/2009                                    992,294           955,817
Government National Mortgage Association I,
   Pass-Through Certificates
   7.500%, 3/15/2026                                 1,240,977         1,239,612
   7.000%, 10/15/2008                                  625,378           627,161
   6.500%, 10/15/2008                                  691,404           680,694
   6.000%, 11/15/2008                                  724,406           699,812
                                                                    ------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $6,331,206)                                                   6,262,277
                                                                    ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $42,879,386)                                                 43,080,239
                                                                    ------------


<PAGE>



SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS 2.80%
Repurchase Agreement with State Street
   Bank & Trust Co dated 2/28/1997
   due 3/3/1997 at 5.280%, repurchased
   at $1,243,547 (Collateralized by 
   US Treasury Notes due 6/30/1999 
   at 6.750%, value $1,284,833)
   (Cost $1,243,000)                                 1,243,000         1,243,000
                                                                    ------------
TOTAL INVESTMENT SECURITIES
   AT VALUE 100.00% 
   (Cost $44,122,386)
   (Cost for Income
   Tax Purposes
   $44,205,784)                                                       44,323,239
                                                                    ============


TOTAL RETURN Fund
COMMON STOCKS 62.43%
AEROSPACE & DEFENSE 2.50%
Boeing Co                                              100,000        10,175,000
Lockheed Martin                                        150,000        13,275,000
Raytheon Co                                            250,000        11,781,250
                                                                    ------------
                                                                      35,231,250
                                                                    ------------
AUTO PARTS 1.62%
Genuine Parts                                          300,000        14,025,000
Snap-On Inc                                            225,000         8,746,875
                                                                    ------------
                                                                      22,771,875
                                                                    ------------
AUTOMOBILES 1.17%
Ford Motor                                             500,000        16,437,500
                                                                    ------------
BANKS 4.70%
First Chicago NBD                                      300,000        17,550,000
First of America Bank                                  225,000        14,090,625
First Union                                            150,000        13,162,500
NationsBank Corp                                       100,000        11,975,000
Wachovia Corp                                          154,000         9,374,750
                                                                    ------------
                                                                      66,152,875
                                                                    ------------
BEVERAGES 0.65%
Anheuser-Busch Cos                                     205,400         9,140,300
                                                                    ------------
BUILDING MATERIALS 0.60%
Sherwin-Williams Co                                    150,000         8,418,750
                                                                    ------------


<PAGE>



CHEMICALS 1.97%
Dow Chemical                                           200,000        16,200,000
Great Lakes Chemical                                   250,000        11,593,750
                                                                    ------------
                                                                      27,793,750
                                                                    ------------
COMPUTER RELATED 4.15%
Compaq Computer*                                       250,000        19,812,500
Computer Associates International                      204,750         8,906,625
Hewlett-Packard Co                                     250,000        14,000,000
International Business Machines                        110,000        15,812,500
                                                                    ------------
                                                                      58,531,625
                                                                    ------------
CONGLOMERATES 0.42%
Textron Inc                                             60,000         5,917,500
                                                                    ------------
DISTRIBUTION 1.10%
Supervalu Inc                                          500,000        15,500,000
                                                                    ------------
ELECTRIC UTILITIES 2.80%
Edison International                                   800,000        17,200,000
Energy Group PLC Sponsored ADR*                        100,000         3,400,000
Texas Utilities                                        190,000         7,671,250
Unicom Corp                                            500,000        11,125,000
                                                                    ------------
                                                                      39,396,250
                                                                    ------------
ELECTRICAL EQUIPMENT 1.10%
General Electric                                       150,000        15,431,250
                                                                    ------------
FOODS 2.79%
Archer-Daniels-Midland Co                              577,500        10,683,750
Heinz (H J) Co                                         300,000        12,487,500
Unilever NV New York Shrs                               85,000        16,192,500
                                                                    ------------
                                                                      39,363,750
                                                                    ------------
GOLD & PRECIOUS METALS MINING 0.86%
Phelps Dodge                                           170,000        12,155,000
                                                                    ------------
HEALTH CARE DRUGS - PHARMACEUTICALS 5.76%
Abbott Laboratories                                    160,000         9,000,000
American Home Products                                 200,000        12,800,000
Bristol-Myers Squibb                                   125,000        16,312,500
Lilly (Eli) & Co                                       150,000        13,106,250
Merck & Co                                             100,000         9,200,000
Rite Aid                                               175,000         7,371,875
Schering-Plough Corp                                   175,000        13,409,375
                                                                    ------------
                                                                      81,200,000
                                                                    ------------


<PAGE>



HEALTH CARE RELATED 0.67%
Columbia/HCA Healthcare                                225,000         9,450,000
                                                                    ------------
HOUSEHOLD FURNITURE & APPLIANCES 0.99%
Whirlpool Corp                                         275,000        13,887,500
                                                                    ------------
HOUSEHOLD PRODUCTS 0.75%
Kimberly-Clark Corp                                    100,000        10,600,000
                                                                    ------------
INSURANCE 2.82%
American General                                       260,000        11,277,500
Ohio Casualty                                          350,000        13,868,750
SAFECO Corp                                            350,000        14,612,500
                                                                    ------------
                                                                      39,758,750
                                                                    ------------
INSURANCE BROKERS 0.91%
Marsh & McLennan                                       110,000        12,870,000
                                                                    ------------
INVESTMENT BANK/BROKER FIRM 1.23%
Morgan Stanley Group                                   275,000        17,359,375
                                                                    ------------
MANUFACTURING 1.79%
Minnesota Mining & Manufacturing                       130,000        11,960,000
National Service Industries                            350,000        13,300,000
                                                                    ------------
                                                                      25,260,000
                                                                    ------------
OFFICE EQUIPMENT & SUPPLIES 1.11%
Xerox Corp                                             250,000        15,625,000
                                                                    ------------
OIL & GAS RELATED 3.13%
Amoco Corp                                             150,000        12,675,000
Norsk Hydro A/S Sponsored ADR                          100,000         5,000,000
Repsol SA Sponsored ADR                                400,000        15,200,000
Royal Dutch Petroleum 5 Gldr Shrs                       65,000        11,245,000
                                                                    ------------
                                                                      44,120,000
                                                                    ------------
PAPER & FOREST PRODUCTS 0.81%
Hanson PLC Sponsored ADR                               100,000         2,225,000
Westvaco Corp                                          310,000         9,145,000
                                                                    ------------
                                                                      11,370,000
                                                                    ------------
POLLUTION CONTROL 0.89%
Browning-Ferris Industries                             400,000        12,550,000
                                                                    ------------
PUBLISHING 1.66%
Dun & Bradstreet                                       500,000        12,250,000
Gannett Co                                             140,000        11,165,000
                                                                    ------------
                                                                      23,415,000
                                                                    ------------

<PAGE>



RAILROADS 0.98%
Illinois Central Series A                              400,000        13,750,000
                                                                    ------------
RESTAURANTS 0.32%
McDonald's Corp                                        103,200         4,463,400
                                                                    ------------
RETAIL 3.74%
CVS Corp                                               200,000         9,250,000
Dillard Department Store Class A                       450,000        13,556,250
K mart Corp*                                           500,000         6,250,000
Penney (J C) Co                                        275,000        13,543,750
Tandy Corp                                             200,000        10,075,000
                                                                    ------------
                                                                      52,675,000
                                                                    ------------
SPECIALTY PRINTING 1.01%
Deluxe Corp                                            450,000        14,231,250
                                                                    ------------
TELEPHONE 3.00%
NYNEX Corp                                             250,000        12,875,000
Telefonica de Espana SA Sponsored ADR                  200,000        13,775,000
Telefonos de Mexico SA de CV Sponsored
   ADR Representing Ord Series L Shrs                  400,000        15,550,000
                                                                    ------------
                                                                      42,200,000
                                                                    ------------
TEXTILE - APPAREL MANUFACTURING 1.36%
Liz Claiborne                                          200,000         8,100,000
VF Corp                                                160,000        11,120,000
                                                                    ------------
                                                                      19,220,000
                                                                    ------------
TEXTILE - HOME FURNISHINGS 0.37%
Shaw Industries                                        400,000         5,200,000
                                                                    ------------
TOBACCO 2.13%
American Brands                                        250,000        13,156,250
Philip Morris                                          125,000        16,890,625
                                                                    ------------
                                                                      30,046,875
                                                                    ------------
TRUCKERS 0.57%
Caliber System                                         350,000         7,962,500
                                                                    ------------
TOTAL COMMON STOCKS
   (Cost $622,554,422)                                               879,456,325
                                                                    ------------
FIXED INCOME SECURITIES 29.29%
US Government Obligations 20.86%
US Treasury Bonds
   11.250%, 2/15/2015                               12,450,000        18,075,844
   9.375%, 2/15/2006                                17,450,000        20,749,132



<PAGE>



   9.250%, 2/15/2016                                20,000,000        24,937,500
   8.750%, 8/15/2000                                25,000,000        26,890,625
   8.250%, 7/15/1998                                20,000,000        20,606,240
   8.125%, 8/15/2019                                10,000,000        11,337,500
   8.000%, 5/15/2001                                19,100,000        20,251,959
   7.875%, 11/15/1999                               17,100,000        17,805,375
   6.500%, 8/15/2005                                28,000,000        27,912,500
   6.375%, 1/15/2000                                15,000,000        15,084,375
   6.375%, 8/15/2002                                22,150,000        22,122,313
US Treasury Notes
   6.375%, 7/15/1999                                25,000,000        25,125,000
   5.750%, 8/15/2003                                17,000,000        16,367,804
   5.500%, 2/28/1999                                10,000,000         9,890,620
US Treasury Security Stripped Interest
   Payment, Generic Tint Payment,
   Zero Coupon 8/15/2003                            25,250,000        16,707,673
                                                                    ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $292,913,663)                                               293,864,460
                                                                    ------------
US Government Agency Obligations 5.27%
Federal Home Loan Mortgage Gold,
   Participation Certificates
   8.000%, 10/1/2010                                 4,975,307         5,126,855
   8.000%, 5/1/2024                                  7,228,258         7,407,664
   7.500%, 12/1/2026                                10,099,999        10,114,947
   6.500%, 6/1/2001                                  6,735,498         6,723,980
Federal National Mortgage Association,
   Gtd Mortgage Pass-Through Certificates
   8.500%, 3/1/2010                                  7,554,940         7,857,062
   7.500%, 8/1/2007                                  1,718,738         1,745,155
   6.500%, 5/1/2026                                  7,832,069         7,452,840
   6.000%, 5/1/2009                                  9,940,584         9,575,168
Government National Mortgage Association I,
   Pass-Through Certificates
   7.500%, 3/15/2026                                 5,791,227         5,784,856
   7.000%, 10/15/2008                                1,034,553         1,037,502
   7.000%, 12/15/2022                                  230,321           225,937
   7.000%, 12/15/2025                                9,386,420         9,157,579
   6.500%, 10/15/2008                                1,037,106         1,021,041
   6.000%, 11/15/2008                                1,086,608         1,049,718
                                                                    ------------
   TOTAL US GOVERNMENT AGENCY OBLIGATIONS
   (Cost $74,381,998)                                                 74,280,304
                                                                    ------------
Corporate Bonds 3.16%
AEROSPACE & DEFENSE 0.10%
Rockwell International, Notes
   6.625%, 6/1/2005                                  1,500,000         1,466,887
                                                                    ------------
AUTOMOBILES 0.06%
Ford Motor, Notes
   7.500%, 11/15/1999                                  750,000           766,475
                                                                    ------------


<PAGE>


BANKS 0.86%
ABN Amro Bank NV Global Sub Notes
   6.625%, 10/31/2001                                5,000,000         4,965,550
BankAmerica Corp, Sub Notes
   6.875%, 6/1/2003                                  4,000,000         3,988,664
National City, Sub Notes
   7.200%, 5/15/2005                                 2,000,000         2,012,326
NationsBank Corp, Sr Notes
   5.375%, 4/15/2000                                 1,250,000         1,207,874
                                                                    ------------
                                                                      12,174,414
                                                                    ------------
BEVERAGES 0.11%
PepsiCo Inc, Notes
   7.750%, 10/1/1998                                 1,500,000         1,534,267
                                                                    ------------
CONSUMER FINANCE 0.06%
Beneficial Corp, Medium-Term Notes,
   5.350%, 10/8/1998                                   800,000           788,789
                                                                    ------------
ELECTRIC UTILITIES 0.13%
Duke Power, 1st & Ref Mortgage
   7.500%, 4/1/1999                                  1,000,000         1,020,408
Union Electric, 1st Mortgage
   6.750%, 10/15/1999                                  750,000           754,765
                                                                    ------------
                                                                       1,775,173
                                                                    ------------
FINANCIAL 0.63%
Associates Corp of North America Notes,
   6.375%, 10/15/2002                                5,000,000         4,905,050
Commercial Credit, Notes
   6.375%, 9/15/2002                                 4,000,000         3,904,600
                                                                    ------------
                                                                       8,809,650
                                                                    ------------
FOODS 0.21%
CPC International Medium-Term
   Notes, Series D
   6.875%, 10/15/2003                                3,000,000         3,004,929
                                                                    ------------
HEALTH CARE DRUGS - PHARMACEUTICALS 0.29%
American Home Products, Notes
   7.700%, 2/15/2000                                 4,000,000         4,128,080
                                                                    ------------
PUBLISHING 0.24%
Gannett Co, Notes
   5.850%, 5/1/2000                                  3,500,000         3,430,249
                                                                    ------------


<PAGE>



RETAIL 0.33%
May Department Stores, Notes
   6.875%, 11/1/2005                                 4,000,000         3,954,840
Wal-Mart Stores, Notes
   5.500%, 3/1/1998                                    750,000           746,408
                                                                    ------------
                                                                       4,701,248
                                                                    ------------
TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 0.14%
BellSouth Telecommunications Notes,
   6.500%, 6/15/2005                                 2,000,000         1,952,252
                                                                    ------------
   TOTAL CORPORATE BONDS
   (Cost $44,763,115)                                                 44,532,413
                                                                    ------------
TOTAL FIXED INCOME SECURITIES
   (Cost $412,058,776)                                               412,677,177
                                                                    ------------
SHORT-TERM INVESTMENTS 8.28%
US Government Obligations 2.64%
US Treasury Bonds
   7.875%, 1/15/1998                                16,750,000        17,048,368
US Treasury Notes
   6.000%, 11/30/1997                               20,000,000        20,056,240
                                                                    ------------
   TOTAL US GOVERNMENT OBLIGATIONS
   (Cost $ 37,051,883)                                                37,104,608
                                                                    ------------
Commercial Paper 4.92%
ELECTRICAL EQUIPMENT 1.42%
Emerson Electric
   5.230%, 3/21/1997                                20,000,000        19,979,605
                                                                    ------------
FINANCIAL 1.53%
Greenwich Funding
   5.330%, 3/10/1997                                21,540,000        21,517,663
                                                                    ------------
HOUSEHOLD PRODUCTS 1.41%
Kimberly-Clark Corp
   5.250%, 3/21/1997                                20,000,000        19,947,354
                                                                    ------------
OIL & GAS RELATED 0.56%
Cortez Capital,
   5.280%, 3/17/1997                                 7,870,000         7,853,795
                                                                    ------------
   TOTAL COMMERCIAL PAPER
   (Cost $69,298,417)                                                 69,298,417
                                                                    ------------


<PAGE>



Repurchase Agreements 0.72%
Repurchase Agreement with 
   State Street Bank & Trust Co
   dated 2/28/1997 due 3/3/1997
   at 5.280%, repurchased at
   $10,193,483 (Collateralized
   by US Treasury Notes due 
   6/30/1999 at 6.750%,
   value $10,394,567)
   (Cost $10,189,000)                               10,189,000        10,189,000
                                                                    ------------
TOTAL SHORT-TERM INVESTMENTS
   (Amortized Cost $116,539,300)                                     116,592,025
                                                                    ------------
TOTAL INVESTMENT
   SECURITIES AT VALUE 100.00%
   (Cost $1,151,152,498)
   (Cost for Income Tax Purposes
   $1,151,165,823)                                                 1,408,725,527
                                                                    ============

VALUE EQUITY Fund
COMMON STOCKS 95.17%
AEROSPACE & DEFENSE 2.75%
Lockheed Martin                                         35,860         3,173,610
Raytheon Co                                            110,000         5,183,750
                                                                    ------------
                                                                       8,357,360
                                                                    ------------
AUTO PARTS 2.28%
Cooper Tire & Rubber                                   125,000         2,484,375
Genuine Parts                                           95,000         4,441,250
                                                                    ------------
                                                                       6,925,625
                                                                    ------------
AUTOMOBILES 1.84%
Ford Motor                                             170,000         5,588,750
                                                                    ------------
BANKS 7.04%
Banc One                                                80,000         3,530,000
First Chicago NBD                                       80,000         4,680,000
First Union                                             30,000         2,632,500
NationsBank Corp                                        60,682         7,266,670
Wachovia Corp                                           53,700         3,268,987
                                                                    ------------
                                                                      21,378,157
                                                                    ------------
BEVERAGES 1.62%
PepsiCo Inc                                            150,000         4,931,250
                                                                    ------------
BUILDING MATERIALS 1.39%
Sherwin-Williams Co                                     75,000         4,209,375
                                                                    ------------


<PAGE>



CHEMICALS 2.73%
Dow Chemical                                            45,000         3,645,000
Great Lakes Chemical                                   100,000         4,637,500
                                                                    ------------
                                                                       8,282,500
                                                                    ------------
COMPUTER RELATED 6.61%
Compaq Computer*                                        79,000         6,260,750
Computer Associates International                      107,750         4,687,125
Hewlett-Packard Co                                      86,000         4,816,000
International Business Machines                         30,000         4,312,500
                                                                    ------------
                                                                      20,076,375
                                                                    ------------
CONGLOMERATES 1.37%
Textron Inc                                             42,000         4,142,250
                                                                    ------------
DISTRIBUTION 1.02%
Supervalu Inc                                          100,000         3,100,000
                                                                    ------------
ELECTRIC UTILITIES 2.65%
DTE Energy                                              70,000         2,117,500
Southern Co                                            135,000         2,936,250
Unicom Corp                                            135,000         3,003,750
                                                                    ------------
                                                                       8,057,500
                                                                    ------------
ELECTRICAL EQUIPMENT 2.49%
Emerson Electric                                        32,700         3,237,300
General Electric                                        42,100         4,331,037
                                                                    ------------
                                                                       7,568,337
                                                                    ------------
FINANCIAL 1.80%
Federal National Mortgage Association                  136,500         5,460,000
                                                                    ------------
FOODS 2.07%
General Mills                                           50,000         3,262,500
Heinz (H J) Co                                          72,500         3,017,812
                                                                    ------------
                                                                       6,280,312
                                                                    ------------
GOLD & PRECIOUS METALS MINING 0.73%
Phelps Dodge                                            31,000         2,216,500
                                                                    ------------
HEALTH CARE DRUGS - PHARMACEUTICALS 9.68%
Abbott Laboratories                                     47,000         2,643,750
American Home Products                                  52,000         3,328,000
Astra AB Sponsored ADR Representing
   Series A Shrs                                        65,000         3,128,125
Bristol-Myers Squibb                                    30,000         3,915,000
Lilly (Eli) & Co                                        25,000         2,184,375


<PAGE>



Merck & Co                                              37,000         3,404,000
Rite Aid                                               100,000         4,212,500
Schering-Plough Corp                                    42,000         3,218,250
Warner-Lambert Co                                       40,000         3,360,000
                                                                    ------------
                                                                      29,394,000
                                                                    ------------
HEALTH CARE RELATED 2.74%
Biomet Inc                                             157,600         2,403,400
Columbia/HCA Healthcare                                140,450         5,898,900
                                                                    ------------
                                                                       8,302,300
                                                                    ------------
HOUSEHOLD FURNITURE & APPLIANCES 1.09%
Maytag Corp                                            150,000         3,300,000
                                                                    ------------
HOUSEHOLD PRODUCTS 1.75%
Kimberly-Clark Corp                                     50,000         5,300,000
                                                                    ------------

INSURANCE 7.64%
American General                                       100,000         4,337,500
American International Group                            28,500         3,448,500
General Re                                              23,000         3,901,375
Jefferson-Pilot Corp                                    57,575         3,396,925
SAFECO Corp                                            110,000         4,592,500
Torchmark Corp                                          60,000         3,532,500
                                                                    ------------
                                                                      23,209,300
                                                                    ------------
INSURANCE BROKERS 1.16%
Marsh & McLennan                                        30,000         3,510,000
                                                                    ------------
INVESTMENT BANK/BROKER FIRM 0.75%
Salomon Inc                                             41,000         2,280,625
                                                                    ------------
MACHINERY 1.64%
Dover Corp                                             100,000         4,962,500
                                                                    ------------
MANUFACTURING 1.45%
York International                                     100,000         4,412,500
                                                                    ------------
OFFICE EQUIPMENT & SUPPLIES 3.11%
Pitney-Bowes Inc                                        71,700         4,454,363
Xerox Corp                                              80,000         5,000,000
                                                                    ------------
                                                                       9,454,363
                                                                    ------------


<PAGE>



OIL & GAS RELATED 4.96%
Amoco Corp                                              55,000         4,647,500
Exxon Corp                                              35,275         3,523,091
Repsol SA Sponsored ADR                                 80,400         3,055,200
Royal Dutch Petroleum New York
   Registry 5 Gldr Shrs                                 22,076         3,819,148
                                                                    ------------
                                                                      15,044,939
                                                                    ------------
PAPER & FOREST PRODUCTS 0.97%
Westvaco Corp                                          100,050         2,951,475
                                                                    ------------
POLLUTION CONTROL 1.04%
WMX Technologies                                       100,000         3,162,500
                                                                    ------------
PUBLISHING 1.57%
Dun & Bradstreet                                       195,000         4,777,500
                                                                    ------------
RAILROADS 1.87%
Illinois Central Series A                              165,000         5,671,875
                                                                    ------------
RESTAURANTS 1.25%
McDonald's Corp                                         88,000         3,806,000
                                                                    ------------
RETAIL 4.19%
Dillard Department Store Class A                       100,000         3,012,500
Giant Food Class A                                      94,000         3,066,750
Penney (J C) Co                                         68,000         3,349,000
Wal-Mart Stores                                        125,000         3,296,875
                                                                    ------------
                                                                      12,725,125
                                                                    ------------
TELEPHONE 0.96%
Southern New England Telecommunications                 80,000         2,900,000
                                                                    ------------
TEXTILE - APPAREL MANUFACTURING 2.93%
Russell Corp                                           135,000         5,079,375
Unifi Inc                                              120,000         3,825,000
                                                                    ------------
                                                                       8,904,375
                                                                    ------------
TEXTILE - HOME FURNISHINGS 0.75%
Shaw Industries                                        175,000         2,275,000
                                                                    ------------
TOBACCO 4.13%
American Brands                                        110,000         5,788,750
Philip Morris                                           50,000         6,756,250
                                                                    ------------
                                                                      12,545,000
                                                                    ------------
TOYS 1.15%
Mattel Inc                                             140,000         3,482,500
                                                                    ------------


<PAGE>



TOTAL COMMON STOCKS
   (Cost $216,519,044)                                               288,946,168
                                                                    ------------
SHORT-TERM INVESTMENTS 4.83%
Commercial Paper 4.78%
FINANCIAL 4.78%
Greenwich Funding 5.330%, 3/7/1997
   (Cost $14,509,397)                               14,518,000        14,509,397
                                                                    ------------
Repurchase Agreements 0.05%
Repurchase Agreement with State Street
   Bank & Trust Co dated 2/28/1997  
   due 3/3/1997 at 5.280%, repurchased
   at $167,073 (Collateralized by US 
   Treasury Notes due 6/30/1999 at
   6.750%, value $176,146) (Cost $167,000)             167,000           167,000
                                                                    ------------
TOTAL SHORT-TERM INVESTMENTS
   (Amortized Cost $14,676,397)                                       14,676,397
                                                                    ------------
TOTAL INVESTMENT SECURITIES
    AT VALUE 100.00%  
    (Cost $231,195,441)
    (Cost for Income Tax
    Purposes $231,969,229)                                           303,622,565
                                                                  ==============

*  Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Assets and Liabilities
February 28, 1997
UNAUDITED
<TABLE>
<CAPTION>

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

<S>                                     <C>               <C>                    <C> 
ASSETS
Investment Securities:
   At Cost~                             $44,122,386       $1,151,152,498         $231,195,441
                                      =======================================================
   At Value~                            $44,323,239       $1,408,725,527         $303,622,565
Cash                                            516                    0            2,454,026
Receivables:
   Investment Securities Sold               192,344                    0            1,669,968
   Fund Shares Sold                          42,012            5,264,396              999,140
   Dividends and Interest                   298,029            5,803,013              624,155
Prepaid Expenses and
   Other Assets                              98,647              166,390               47,940
                                      -------------------------------------------------------
TOTAL ASSETS                            $44,954,787       $1,419,959,326         $309,417,794
                                      -------------------------------------------------------
LIABILITIES
Payables:
   Custodian                                      0              165,664                    0
   Distributions to
   Shareholders                              11,367              177,805                    0
   Investment Securities
   Purchased                                      0            5,113,577            4,547,664
   Fund Shares Repurchased                   10,243            1,336,377              448,439
Accrued Expenses and
   Other Payables                             8,324              967,902               12,608
                                      -------------------------------------------------------
TOTAL LIABILITIES                            29,934            7,761,325            5,008,711
                                      -------------------------------------------------------
Net Assets at Value                     $44,924,853       $1,412,198,001         $304,409,083
                                      =======================================================
NET ASSETS
Paid-in Capital                         $45,326,899       $1,150,444,748         $225,567,859
Accumulated Distributions
   in Excess of Net
   Investment Income
   (See Note 1)                           (195,497)          (1,918,737)             (57,638)



<PAGE>



Accumulated Undistributed
   Net Realized Gain (Loss)
   on Investment Securities
   and Foreign Currency
   Transactions                           (407,402)            6,098,961            6,471,738
Net Appreciation of
   Investment Securities and
   Foreign Currency
   Transactions                             200,853          257,573,029           72,427,124
                                      -------------------------------------------------------
Net Assets at Value                     $44,924,853       $1,412,198,001         $304,409,083
                                      =======================================================
Shares Outstanding*                       3,622,231           55,843,649           12,105,447
Net Asset Value, Offering
   and Redemption Price
   per Share                                 $12.40               $25.29               $25.15
                                      =======================================================
</TABLE>

~  Investment  securities  at cost  and  value  at  February  28,  1997  include
repurchase  agreements of $1,243,000,  $10,189,000 and $167,000 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 February 28, 1997,  there
was an unlimited number of authorized Fund shares.

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Statement of Operations
Six Months Ended February 28, 1997
UNAUDITED
<TABLE>
<CAPTION>

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

<S>                                    <C>                 <C>                  <C> 
INVESTMENT INCOME
INCOME
Dividends                              $          0        $   9,770,039        $   2,740,880
Interest                                  1,413,955           13,805,898              384,586
   Foreign Taxes Withheld                         0            (132,534)             (24,309)
                                       ------------------------------------------------------
   TOTAL INCOME                           1,413,955           23,443,403            3,101,157
                                       ------------------------------------------------------
EXPENSES
Investment Advisory Fees                    134,154            4,041,352              937,275
Transfer Agent Fees                         125,484            1,049,254              243,562
Administrative Fees                           8,414               96,261               23,805
Custodian Fees and Expenses                   6,562               88,779               26,659
Professional Fees and Expenses                7,225               28,841               12,087
Registration Fees and Expenses               13,966               80,230               26,692
Reports to Shareholders                       3,966               28,248               12,403
Trustees' Fees and Expenses                   4,636               28,942                8,773
Other Expenses                                2,009               18,823                3,852
                                       ------------------------------------------------------
   TOTAL EXPENSES                           306,416            5,460,730            1,295,108
   Fees and Expenses Absorbed
   by Investment Adviser                   (78,403)                    0                    0
   Fees and Expenses Paid
   Indirectly                               (3,623)             (45,323)             (19,820)
                                       ------------------------------------------------------
   NET EXPENSES                             224,390            5,415,407            1,275,288
                                       ------------------------------------------------------
NET INVESTMENT INCOME                     1,189,565           18,027,996            1,825,869
                                       ------------------------------------------------------
REALIZED AND UNREALIZED
   GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on
   Investment Securities
   and Foreign Currency
   Transactions                              96,028            6,861,420            8,054,587



<PAGE>



Change in Net Appreciation
   of Investment Securities
   and Foreign Currency
   Transactions                             437,717          132,357,923           27,463,931
                                       ------------------------------------------------------
NET GAIN ON INVESTMENT
   SECURITIES                               533,745          139,219,343           35,518,518
                                       ------------------------------------------------------
Net Increase in Net Assets
   from Operations                     $  1,723,310        $ 157,247,339        $  37,344,387
                                       ======================================================
</TABLE>

See Notes to Financial Statements



<PAGE>



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

                                                      Intermediate Government
                                                             Bond Fund                             Total Return Fund
                                                  Six Months              Year             Six Months               Year
                                                    Ended                 Ended               Ended                 Ended
                                                 February 28            August 31          February 28            August 31
                                               ----------------------------------        ----------------------------------
                                                     1997                 1996                 1997                 1996
                                                  UNAUDITED                                 UNAUDITED
<S>                                            <C>                   <C>                 <C>                  <C>  

OPERATIONS
Net Investment Income                          $   1,189,565         $  2,274,936        $  18,027,996        $  29,217,334
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                  96,028              416,138            6,861,420            6,273,916
Change in Net Appreciation (Depreciation)
   of Investment Securities and Foreign
   Currency Transactions                             437,717          (1,505,858)          132,357,923           48,298,544
                                               ----------------------------------        ----------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                 1,723,310            1,185,216          157,247,339           83,789,794
                                               ----------------------------------        ----------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                            (1,385,062)          (2,261,908)         (19,958,076)         (29,200,386)
Net Realized Gain on Investment
   Securities                                              0                    0          (4,314,900)          (4,352,151)
                                               ----------------------------------        ----------------------------------
TOTAL DISTRIBUTIONS                              (1,385,062)          (2,261,908)         (24,272,976)         (33,552,537)
                                               ----------------------------------        ----------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                     17,024,415           28,705,527          456,705,812          609,919,491
Reinvestment of Distributions                      1,097,867            2,132,961           21,992,604           32,908,763
                                               ----------------------------------        ----------------------------------
                                                  18,122,282           30,838,488          478,698,416          642,828,254
Amounts Paid for Repurchases of Shares          (13,484,181)         (27,152,636)        (231,625,936)        (224,382,843)
                                               ----------------------------------        ----------------------------------

NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                    4,638,101            3,685,852          247,072,480          418,445,411
                                               ----------------------------------        ----------------------------------
Total Increase in Net Assets                       4,976,349            2,609,160          380,046,843          468,682,668
NET ASSETS
Beginning of Period                               39,948,504           37,339,344        1,032,151,158          563,468,490
                                               ----------------------------------        ----------------------------------
End of Period                                     44,924,853           39,948,504        1,412,198,001        1,032,151,158
                                               ==================================        ==================================
Accumulated Undistributed
   (Distributions in Excess of)
   Net Investment Income Included
   in Net Assets at End of Period
   (See Note 1)                                    (195,497)                    0          (1,918,737)               11,343


<PAGE>



FUND SHARE TRANSACTIONS
Shares Sold                                        1,346,595            2,283,726           18,746,650           27,294,383
Shares Issued from Reinvestment
   of Distributions                                   89,225              169,140              889,723            1,459,274
                                               ----------------------------------        ----------------------------------
                                                   1,435,820            2,452,866           19,636,373           28,753,657
Shares Repurchased                               (1,060,447)          (2,159,851)          (9,467,431)          (9,971,539)
                                               ----------------------------------        ----------------------------------
Net Increase in Fund Shares                          375,373              293,015           10,168,942           18,782,118
                                               ==================================        ==================================
</TABLE>

See Notes to Financial Statements



<PAGE>



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

                                                                     Value Equity Fund
                                                        -------------------------------------
                                                           Six Months                 Year
                                                             Ended                    Ended
                                                          February 28               August 31
                                                        -------------------------------------
                                                              1997                    1996
                                                            UNAUDITED
<S>                                                     <C>                     <C>

OPERATIONS
Net Investment Income                                   $   1,825,869           $   3,014,041
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions                            8,054,587               4,119,794
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                           27,463,931              20,794,083
                                                        -------------------------------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                         37,344,387              27,927,918
                                                        -------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                     (1,926,168)             (2,995,302)
Net Realized Gain on
   Investment Securities                                  (5,507,948)             (3,086,946)
                                                        -------------------------------------
TOTAL DISTRIBUTIONS                                       (7,434,116)             (6,082,248)
                                                        -------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                             227,292,699             214,313,579
Reinvestment of Distributions                               7,254,609               5,906,003
                                                        -------------------------------------
                                                          234,547,308             220,219,582
Amounts Paid for Repurchases
   of Shares                                            (160,094,154)           (195,190,483)
                                                        -------------------------------------
NET INCREASE IN NET ASSETS
   FROM FUND SHARE TRANSACTIONS                            74,453,154              25,029,099
                                                        -------------------------------------
Total Increase in Net Assets                              104,363,425              46,874,769
NET ASSETS
Beginning of Period                                       200,045,658             153,170,889
                                                        -------------------------------------
End of Period                                           $ 304,409,083           $ 200,045,658
                                                        =====================================


<PAGE>



Accumulated Undistributed
   (Distributions in Excess of)
   Net Investment Income (Loss)
   Included in Net Assets at
   End of Period                                             (57,638)                  42,661
FUND SHARE TRANSACTIONS
Shares Sold                                                 9,371,546               9,902,174
Shares Issued from Reinvestment
   of Distributions                                           303,137                 277,102
                                                        -------------------------------------
                                                            9,674,683              10,179,276
Shares Repurchased                                        (6,563,768)             (9,026,840)
                                                        -------------------------------------
Net Increase in Fund Shares                                 3,110,915               1,152,436
                                                        =====================================
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO Value Trust
Notes to Financial Statements
UNAUDITED
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.
          Assets and liabilities initially expressed in terms of foreign 
      currencies are translated into U.S. dollars at the prevailing market rates
      as quoted by one or more banks or dealers on the date of valuation.  The
      cost of securities is translated into U.S. dollars at the rates of 
      exchange prevailing when such securities are acquired. Income and expenses
      are translated into U.S. dollars at the rates of exchange prevailing when
      accrued.
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, original issue discount and amortized premium is recorded
      on the accrual basis.  Discounts and premiums on debt securities purchased
      are amortized over the life of the respective security as adjustments to 
      interest income. Cost is determined on the specific identification basis.
         The 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.
         The Fund's use of short-term  forward  foreign  currency  contracts may
      subject  it to certain  risks as a result of  unanticipated  movements  in
      foreign exchange rates. The Fund does not hold short-term forward currency
      contracts  for trading  purposes.  The Fund may hold  foreign  currency in
      anticipation  of  settling  foreign  security  transactions  and  not  for
      investment purposes.
         Investments  in  securities  of  governmental   agencies  may  only  be
      guaranteed by the respective agency's limited authority to borrow from the
      U.S.  Government and may not be guaranteed by the full faith and credit of
      the United States.
         Effective  September 1, 1996, the Trust began accruing income using the
      effective interest method which includes  amortizing premiums on purchases
      of portfolio securities as adjustments to income. This method of recording
      income more  closely  reflects the  economics of holding and  disposing of
      debt  instruments.  Prior to September 1, 1996,  the Trust accrued  coupon
      interest  income and original  issue  discount and accounted for purchased
      premiums as capital gains or losses when realized upon  disposition of the
      associated  security.  The cumulative  effect of applying this  accounting
      change   was  to   decrease   accumulated   distributions   in  excess  of
      undistributed  net  investment  income  by  $195,497  and  $1,917,260  for
      Intermediate  Government Bond and Total Return Funds,  respectively.  Such
      accounting change had no effect on net asset value per share.
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, 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.
         Investment  income  received  from  foreign  sources  may be subject to
      foreign withholding taxes.  Dividend and interest income is shown gross of
      foreign withholding taxes in the accompanying financial statements.


<PAGE>



E.    DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS - 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.   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,  premiums,  foreign currency  transactions,
      nontaxable  dividends,  net  operating  losses and  expired  capital  loss
      carryforwards.
F.    FORWARD FOREIGN CURRENCY CONTRACTS - The Trust enters into short-term
      forward foreign currency contracts in connection with planned purchases or
      sales of securities as a hedge against fluctuations in foreign exchange
      rates pending the settlement of transactions in foreign securities.   A
      forward foreign currency contract is an agreement between contracting 
      parties to exchange an amount of currency at some future time at an agreed
      upon rate.  These contracts are marked-to-market daily and the related  
      appreciation or depreciation of the contracts is presented in the 
      Statement of Assets and Liabilities. 
G.    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,  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 six months ended February 28, 1997, Fees and Expenses Paid
      Indirectly consisted of the following:

                                           Custodian Fees             Transfer
Fund                                        and Expenses             Agent Fees
- --------------------------------------------------------------------------------
Intermediate Government Bond Fund            $ 3,623                  $    0
Total Return Fund                             44,267                   1,056
Value Equity Fund                             19,810                      10

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
Fund                           Million              Billion              Billion
- --------------------------------------------------------------------------------
Intermediate Government
   Bond Fund                     0.60%                0.50%                0.40%
Total Return Fund                0.75%                0.65%                0.50%
Value Equity Fund                0.75%                0.65%                0.50%

      In  accordance  with a  Sub-Advisory  Agreement  between  IFG and  INVESCO
Capital Management,  Inc. ("ICM"), an affiliate of IFG, investment  decisions of
the Trust are made by ICM. Fees for such sub-advisory  services are paid by IFG.
      In accordance with an Administrative Agreement, each Fund pays IFG an 
annual fee of $10,000, plus an additional amount computed at an annual rate of 
0.015% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.
      IFG  receives a transfer  agent fee at an annual  rate of $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. 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.
      IFG has voluntarily  agreed,  in some instances to absorb certain fees and
expenses incurred by Intermediate  Government Bond.
NOTE 3 - PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the six months ended
February 28, 1997, 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                         $159,820,014         $ 32,936,575
Value Equity Fund                          117,916,197           53,362,433

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

Fund                                       Purchases              Sales
- ---------------------------------------------------------------------------
Intermediate Government Bond Fund         $16,601,834          $12,157,479
Total Return Fund                          81,721,614           10,122,156

NOTE 4 -  APPRECIATION  AND  DEPRECIATION.  At  February  28,  1997,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:



<PAGE>


                             Gross                 Gross                 Net
Fund                      Appreciation         Depreciation         Appreciation
- --------------------------------------------------------------------------------
Intermediate Government
      Bond Fund           $    294,450          $   176,995         $    117,455
Total Return Fund          271,052,617           13,492,913          257,559,704
Value Equity Fund           74,091,531            2,438,195           71,653,336

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 are
based on an annual rate of 40% of the retainer fee at the time of retirement.
      Pension  expenses for the six months ended February 28, 1997,  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             $   359          $  1,477               $  2,944
Total Return Fund             7,229            21,712                 41,482
Value Equity Fund             1,626             6,172                 12,154

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 maxium  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.  At
February 28, 1997, there were no such borrowings.



<PAGE>



Other Information
UNAUDITED

On January 31, 1997, a special meeting of the shareholders of the Trust was held
at which the eleven  trustees  identified  below were elected,  the selection of
Price Waterhouse LLP as independent  accountants (Proposal 1), the approval of a
new  investment  advisory  agreement  with  INVESCO  Funds Group,  Inc.  ("IFG")
(Proposal  2) and a new  sub-advisory  agreement  between IFG and INVESCO  Trust
Company (Proposal 3) were ratified. The following is a report of the votes cast:

                                                         Withheld/
Nominee/Proposal                For        Against        Abstain          Total
- --------------------------------------------------------------------------------
Intermediate Government
   Bond Fund
Charles W. Brady          2,477,451              0         27,067      2,504,518
Dan J. Hesser             2,477,940              0         26,578      2,504,518
Fred A. Deering           2,477,478              0         27,040      2,504,518
Victor L. Andrews         2,477,940              0         26,578      2,504,518
Bob R. Baker              2,475,969              0         28,549      2,504,518
Lawrence H. Budner        2,477,940              0         26,578      2,504,518
Daniel D. Chabris         2,475,079              0         29,439      2,504,518
A.D. Frazier, Jr.         2,477,940              0         26,578      2,504,518
Hubert L. Harris, Jr.     2,478,010              0         26,508      2,504,518
Kenneth T. King           2,475,079              0         29,439      2,504,518
John W. McIntyre          2,477,940              0         26,578      2,504,518

Proposal 1                2,470,212          5,636         28,669      2,504,517
Proposal 2                2,440,204         13,004         51,310      2,504,518
Proposal 3                2,443,658         11,079         49,781      2,504,518

Total Return Fund
Charles W. Brady         30,764,351              0        570,613     31,334,964
Dan J. Hesser            30,765,474              0        569,490     31,334,964
Fred A. Deering          30,778,958              0        556,006     31,334,964
Victor L. Andrews        30,782,064              0        552,900     31,334,964
Bob R. Baker             30,783,089              0        551,875     31,334,964
Lawrence H. Budner       30,782,434              0        552,530     31,334,964
Daniel D. Chabris        30,775,393              0        559,571     31,334,964
A.D. Frazier, Jr.        30,766,773              0        568,191     31,334,964
Hubert L. Harris, Jr.    30,772,664              0        562,300     31,334,964
Kenneth T. King          30,771,189              0        563,775     31,334,964
John W. McIntyre         30,782,657              0        552,307     31,334,964

Proposal 1               30,680,409        452,950        201,605     31,334,964
Proposal 2               30,564,520        497,228        273,216     31,334,964
Proposal 3               30,557,517        493,468        283,979     31,334,964



<PAGE>



Value Equity Fund
Charles W. Brady          6,097,742              0        169,615      6,267,357
Dan J. Hesser             6,097,868              0        169,489      6,267,357
Fred A. Deering           6,096,758              0        170,599      6,267,357
Victor L. Andrews         6,097,292              0        170,065      6,267,357
Bob R. Baker              6,097,815              0        169,542      6,267,357
Lawrence H. Budner        6,097,854              0        169,503      6,267,357
Daniel D. Chabris         6,097,386              0        169,971      6,267,357
A.D. Frazier, Jr.         6,097,933              0        169,424      6,267,357
Hubert L. Harris, Jr.     6,098,822              0        168,535      6,267,357
Kenneth T. King           6,096,704              0        170,653      6,267,357
John W. McIntyre          6,097,227              0        170,130      6,267,357

Proposal 1                6,088,176        145,250         33,930      6,267,356
Proposal 2                5,769,946        160,489        336,922      6,267,357
Proposal 3                5,762,429        166,379        338,548      6,267,356



<PAGE>



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

                                         Six Months                                          Period                 Year
                                              Ended                                           Ended                Ended
                                        February 28            Year Ended August 31       August 31          December 31
                                      -------------   ---------------------------------   ---------    --------------------
                                               1997        1996        1995        1994      1993>>        1992        1991
                                          UNAUDITED
<S>                                      <C>           <C>         <C>        <C>         <C> 

Intermediate Government Bond Fund

PER SHARE DATA
Net Asset Value -
   Beginning of Period                    $   12.30    $  12.64    $  12.16    $  13.25   $   12.68    $  12.89    $  12.13
                                      -------------   ---------------------------------   ---------    --------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                          0.33        0.73        0.73        0.70        0.48        0.90        0.89
Net Gains or (Losses)
   on Securities
   (Both Realized and
   Unrealized)                                 0.10      (0.34)        0.48      (0.75)        0.57      (0.16)        0.77
                                      -------------   ---------------------------------   ---------    --------------------
Total from Investment
   Operations                                  0.43        0.39        1.21      (0.05)        1.05        0.74        1.66
                                      -------------   ---------------------------------   ---------    --------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income+                          0.33        0.73        0.73        0.70        0.48        0.90        0.90
Distributions from Capital Gains               0.00        0.00        0.00        0.34        0.00        0.05        0.00
                                      -------------   ---------------------------------   ---------    --------------------
Total Distributions                            0.33        0.73        0.73        1.04        0.48        0.95        0.90
                                      -------------   ---------------------------------   ---------    --------------------
Net Asset Value -
   End of Period                          $   12.40    $  12.30    $  12.64    $  12.16   $   13.25    $  12.68    $  12.89
                                      =============   =================================   =========    ====================

TOTAL RETURN                                 3.49%*       3.12%      10.36%     (0.37%)      8.38%*       6.03%      14.16%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                         $  44,925    $ 39,949    $ 37,339    $ 31,861   $  39,384    $ 29,649    $ 24,385
Ratio of Expenses to
   Average Net Assets#                      0.51%*@      1.15%@       1.20%       1.07%      0.96%~       0.97%       0.93%
Ratio of Net Investment Income
   to Average Net Assets#                    2.66%*       5.81%       6.04%       5.58%      5.48%~       6.38%       7.28%
Portfolio Turnover Rate                        34%*         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 six
   months ended February 28, 1997 and the year ended  August 31,  1996.  If such
   expenses had not been voluntarily absorbed, ratio of expenses to average net
   assets would have been 0.68% (not annualized) and 1.24%, respectively, and
   ratio of net investment income to average net assets would have been 2.49% 
   (not annualized) and 5.72%, respectively.

@  Ratio is based on Total  Expenses  of the Fund,  less  Expenses  Absorbed  by
   Investment 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>

                                         Six Months                                          Period                Year
                                              Ended                                           Ended               Ended
                                        February 28           Year Ended August 31        August 31         December 31
                                      -------------  ----------------------------------  ----------   ----------------------
                                               1997        1996        1995        1994      1993>>        1992        1991
                                          UNAUDITED
<S>                                   <C>            <C>        <C>         <C>          <C>          <C>        <C>

Total Return Fund

PER SHARE DATA
Net Asset Value -
   Beginning of Period                 $      22.60   $   20.95  $    18.54  $    18.27  $    17.18   $   16.43   $   14.21
                                      -------------  ----------------------------------  ----------   ---------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                          0.36        0.73        0.72        0.69        0.40        0.66        0.71
Net Gains on Securities
   (Both Realized and
   Unrealized)                                 2.78        1.78        2.46        0.60        1.09        0.93        2.78
                                      -------------  ----------------------------------  ----------   ---------------------
Total from Investment
   Operations                                  3.14        2.51        3.18        1.29        1.49        1.59        3.49
                                      -------------  ----------------------------------  ----------   ---------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                           0.36        0.73        0.72        0.60        0.40        0.65        0.72
In Excess of Net
   Investment Income+                          0.00        0.00        0.00        0.09        0.00        0.00        0.00
Distributions from Capital Gains               0.09        0.13        0.05        0.17        0.00        0.19        0.55
In Excess of Capital Gains                     0.00        0.00        0.00        0.16        0.00        0.00        0.00
                                      -------------  ----------------------------------  ----------   ---------------------
Total Distributions                            0.45        0.86        0.77        1.02        0.40        0.84        1.27
                                      -------------  ----------------------------------  ----------   ---------------------
Net Asset Value -
   End of Period                              25.29       22.60       20.95       18.54       18.27       17.18       16.43
                                      =============  ==================================  ==========   =====================

TOTAL RETURN                                13.93%*      12.06%      17.54%       7.22%      8.72%*       9.84%      24.96%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                      $  1,412,198  $1,032,151   $ 563,468   $ 292,765  $  220,224   $ 137,196    $ 82,219
Ratio of Expenses to
   Average Net Assets                       0.45%*@      0.89%@       0.95%       0.96%      0.93%~       0.88%       0.92%
Ratio of Net Investment Income
   to Average Net Assets#                    1.49%*       3.44%       3.97%       3.31%      3.51%~       4.06%       4.62%
Portfolio Turnover Rate                         4%*         10%         30%         12%        19%*         13%         49%
Average Commission Rate Paid^^              0.0553*      0.0539           -           -           -           -           -
</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, 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 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 for fiscal years beginning September 1, 1995 and thereafter.



<PAGE>



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

                                         Six Months                                         Period              Year
                                              Ended                                          Ended              Ended
                                        February 28            Year Ended August 31        August 31         December 31
                                      -------------   ---------------------------------  -----------  ---------------------
                                               1997        1996        1995        1994      1993>>        1992        1991
                                         UNAUDITED

                                      Value Equity Fund
<S>                                     <C>           <C>       <C>         <C>          <C>          <C>        <C>

PER SHARE DATA
Net Asset Value -
   Beginning of Period                   $    22.24    $  19.53  $    18.12  $    17.79   $   16.91   $   16.57   $   13.88
                                      -------------   ---------------------------------  ----------   ---------------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                          0.18        0.35        0.39        0.36        0.24        0.36        0.40
Net Gains on Securities
   (Both Realized and
   Unrealized)                                 3.48        3.09        2.58        1.20        0.88        0.45        4.54
                                      -------------   ---------------------------------  ----------   ---------------------
Total from Investment
   Operations                                  3.66        3.44        2.97        1.56        1.12        0.81        4.94
                                      -------------   ---------------------------------  ----------   ---------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                           0.19        0.35        0.39        0.31        0.24        0.34        0.40
In Excess of Net Investment
   Income                                      0.00        0.00        0.00        0.04        0.00        0.00        0.00
Distributions from
   Capital Gains                               0.56        0.38        1.17        0.88        0.00        0.13        1.85
                                      -------------   ---------------------------------  ----------   ---------------------
Total Distributions                            0.75        0.73        1.56        1.23        0.24        0.47        2.25
                                      -------------   ---------------------------------  ----------   ---------------------
Net Asset Value -
   End of Period                         $    25.15    $  22.24    $  19.53    $  18.12   $   17.79   $   16.91    $  16.57

TOTAL RETURN                                16.64%*      17.77%      17.84%       9.09%      6.65%*       4.98%      35.84%

RATIOS
Net Assets - End of Period
   ($000 Omitted)                        $  304,409    $200,046    $153,171    $111,850   $  81,914   $  78,609    $ 39,741
Ratio of Expenses to
   Average Net Assets                       0.52%*@      1.01%@       0.97%       1.01%      1.00%~       0.91%       0.98%
Ratio of Net Investment Income
   to Average Net Assets#                    0.73%*       1.64%       2.17%       1.80%      2.07%~       2.19%       2.39%
Portfolio Turnover Rate                        23%*         27%         34%         53%        35%*         37%         64%
Average Commission Rate Paid^^           $  0.0564*    $ 0.0589           -           -           -           -           -
</TABLE>


<PAGE>



>> 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 for the fiscal years beginning September 1, 1995 and thereafter.



<PAGE>


INVESCO FUNDS

We're easy to stay in touch with:
INVESCO Services Representatives,
1-800-525-8085
PAL(R), your Personal Account Line,
1-800-424-8085

On the World Wide Web:
http://www.invesco.com

Denver Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 E. Union Avenue,
Lobby Level

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

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



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