INVESCO TREASURERS SERIES FUNDS INC
NSAR-B/A, EX-99, 2000-08-29
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                     INVESCO TREASURER'S SERIES FUNDS, INC.
                        CIK 0000828806, File No. 811-5460

SUB-ITEM 77Q1(a)(i)     Articles of Amendment to the Articles Of Incorporation
                        filed with the State of Maryland on March 13, 2000.

                              ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                     INVESCO TREASURERS' SERIES FUNDS, INC.

     INVESCO  Treasurers'  Series  Funds,  Inc.,  a  corporation  organized  and
existing  under  the  General  Corporation  Law of the  State of  Maryland  (the
"Corporation"), hereby certifies that:

      FIRST:  Prior to this amendment,  the aggregate number of shares which the
Company had the authority to issue was two billion  (2,000,000,000) shares, with
a par value of one cent ($0.01) per share of all  authorized  shares,  having an
aggregate par value of twenty  million  dollars  ($20,000,000).  Pursuant to the
power granted to the board of directors,  Article V,  paragraphs  (1) and (2) of
the Articles of  Incorporation  of the Corporation are hereby amended to read as
follows:

        (1) The total number of shares of stock which the Corporation shall have
            authority to issue is four  billion (4,000,000,000) shares of common
            stock with a par value of one cent ($0.01) per share, to be
            classified as "Common  Shares", and of the  aggregate par value of
            forty  million  dollars  ($40,000,000). Unless otherwise prohibited
            by  law,  so  long  as the Corporation is registered as an open-end
            investment company under the Investment Company Act of 1940, as
            amended,  the total number of shares which the Corporation is
            authorized to issue may be increased or  decreased  by the Board of
            Directors in  accordance  with the  applicable  provisions of the
            Maryland General Corporation Law.

            In the  exercise  of the powers  granted  to the Board of  Directors
            pursuant  to  paragraph  (2)(a)  of this  Article  V,  the  Board of
            Directors  designated  two  series of shares of Common  Stock of the
            Corporation to be designated as the INVESCO Treasurer's Money Market
            Reserve Fund and the INVESCO  Treasurer's  Tax-Exempt  Reserve Fund.
            Three billion  (3,000,000,000)  shares of the  Corporation's  Common
            Stock are classified as and are allocated to the INVESCO Treasurer's
            Money Market Reserve Fund. One billion (1,000,000,000) shares of the
            Corporation's  Common Stock are  classified  as and are allocated to
            the INVESCO Treasurer's Tax-Exempt Reserve Fund.

      SECOND:  Shares of each class have been duly  authorized and classified by
the board of directors pursuant to authority and power contained in the Articles
of Incorporation of the Corporation.

      THIRD:  The foregoing  amendment,  in accordance with the  requirements of
Section  2-605 of the  General  Corporation  Law of  Maryland,  was  unanimously
approved by the board of directors of the Corporation on January 26, 2000.

<PAGE>

      The undersigned,  President of the Corporation, who is executing on behalf
of the Corporation the foregoing Articles of Amendment,  of which this paragraph
is  made  a  part,  hereby  acknowledges,  in the  name  and  on  behalf  of the
Corporation,  the foregoing Articles of Amendment to be the corporate act of the
Corporation and further  verifies under oath that, to the best of his knowledge,
information  and belief,  the matters and facts set forth herein are true in all
material respects, under the penalties of perjury.

      IN WITNESS  WHEREOF,  INVESCO  Treasurers'  Series Funds,  Inc. has caused
these  Articles of  Amendment  to be signed in its name and on its behalf by its
President and witnessed by its Secretary on the 9th day of March, 2000.

      These  Articles of Amendment  shall be effective  upon  acceptance  by the
Maryland State Department of Assessments and Taxation.

                              INVESCO TREASURERS' SERIES FUNDS, INC.



                              By: /s/ Mark H. Williamson
                                  ----------------------
                                  Mark H. Williamson
                                  President

WITNESSED:


/s/ Glen A. Payne
------------------------
Glen A. Payne, Secretary

                                  CERTIFICATION
                                  -------------

I, Cheryl K. Howlett,  a notary public in and for the County of Denver,  City of
Denver,  and State of  Colorado,  do  hereby  certify  that Mark H.  Williamson,
personally  known  to me to be  the  person  whose  name  is  subscribed  to the
foregoing  Articles  of  Amendment,  appeared  before me this date in person and
acknowledged  that he signed,  sealed and delivered said  instrument as his free
and voluntary act and deed for the uses and purposes therein set forth.

Given my hand and official seal this 9th day of March, 2000.



                              /s/ Cheryl K. Howlett
                              ---------------------
                              Cheryl K. Howlett
                              Notary Public
                              My commission expires: February 22, 2003




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