INVESCO EMERGING GROWTH FUND INC
N-30D, 1995-07-21
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ANNUAL REPORT

May 31, 1995

INVESCO
EMERGING
GROWTH
FUND


A Smart Choice
For Maximum
Growth Potential


INVESCO FUNDS

<PAGE>


Market Overview
     Unemployment  is up. The yield curve is flat. The dollar,  housing  starts,
and consumer  confidence are all down.  Gross Domestic  Product expanded by just
2.7% during the first quarter 1995. And inflation has jumped well above 3% on an
annualized basis.
     Taken  altogether,  this could be good news.  These signs may indicate that
economic growth is approaching a sustainable, moderate level.
     Analysts  know  that a  rapidly  growing  economy  puts  stress  on  credit
availability. To meet increasing demand, companies may borrow to expand capacity
with new equipment and  facilities.  They add workers at a brisk rate, and those
workers  are able to command  higher wages in a "seller's  market."  Demand thus
outraces  supply  when it comes to the key  resources  of credit and  employees.
Ultimately, something has to give -- and that something is interest rates.  They
rise,  and  eventually  the  increased  cost of borrowing  slows down the entire
cycle.
     Fearing the long-term  corrosive effects of inflation,  the Federal Reserve
Board  actively  sought to slow the U.S.  economy  in 1994.  Over a period of 12
months beginning in February 1994, they doubled short-term interest rates.
     For  five  quarters  running,  the  GDP had  racked  up  impressive  gains,
including  a solid  +5.1% for the last  quarter of 1994.  Then,  reacting to the
relentless  pressure of high short-term  interest rates,  growth contracted to a
more moderate 2.7% for the first three months of 1995.
     To many market watchers, "moderate" is synonymous with "sustainable."
     Now that they've  reined in the  galloping  expansion,  the Fed will act to
keep it going at a  sustainable  trot.  Their  strategy  is likely to include at
least one cut in the Fed Funds  rate in the next  several  months.  (This is the
rate charged on overnight loans between member banks.)
     In our opinion,  interest  rates will probably  drop further in 1995.  That
will ease inflationary  pressure somewhat,  as well as have a positive impact on
the bond market.  Short-term rates could drop to 5.5% or less,  compared to a 6%
Fed Funds rate as of late  June.  The  benchmark  30-year  Treasury  bond is now
yielding around 6.6%; we may expect to see that gradually decrease. Bond prices,
of course, have enjoyed growing strength since the fourth quarter of 1994.
     Given the advances in equities during the first half of 1995,  we're likely
to see a  correction  as the market "digests" its gains.  We do not anticipate a
significant setback in prices over the third and fourth quarters,  however. Some
industrial,  construction,  and consumer cyclical stocks have lagged the overall
market due to earlier fears about the economy;  since the recent cut in interest
rates may herald an economic rebound,  these stocks may well enjoy advances over
the next few months.

                              Emerging Growth Fund
                        Average Annualized Total Returns
                                 as of 5/31/95

         1 year                                             4.98%
         Average annualized since inception (12/91)        14.31%

<PAGE>
Graph:
                              Emerging Growth Fund
                           Total Return Performance*

     This line graph  illustrates  the value of a $10,000  investment in INVESCO
Emerging Growth Fund, plus dividends and capital gain  distributions,  since the
fund's inception (12/91) through 5/31/95.

     The line  graph  represents  the value of a $10,000  investment  in INVESCO
Emerging Growth Fund, plus reinvested  dividends and capital gain distributions,
since the fund's inception (12/91) through 5/31/95.
     The chart and other total return figures cited reflect the fund's operating
expenses,  but the indexes do not have expenses,  which would have lowered their
performance.

Performance
     For the fiscal year ended 5/31/95, the total return of Emerging Growth Fund
was 4.98%. In comparison,  the Russell 2000 Index was up 10.21%, and the S&P 500
Index was up 20.12% in the same period. The three-year, average annualized total
return of  Emerging  Growth Fund was  16.61%,  compared  with the S&P 500 Index,
which had an  average  annual  total  return of 11.80% in the same  period.  (Of
course, past performance is no guarantee of future results.)*

Strategy Summary
     While  stock  values in general  increased  during the year,  the stocks of
large companies increased substantially more than the stocks of small companies,
such as those  targeted by Emerging  Growth Fund.  In fact,  the S&P 500,  which
comprises the largest companies,  was up 20.12% in the last 12 months, while the
Russell 2000 Index,  which better  reflects the  performance of  smaller-company
stocks, rose half as much.
     The  stronger  performance  of the S&P 500  Index  reflects  the fact  that
investors flocked to the more predictable  performance of larger companies. As a
result,  younger firms in the small-cap category, as well as many growth stocks,
tended to lag behind as the market rose to record  highs from  December  1994 to
June 1995.
     Our defensive  strategy,  exemplified by a relatively  high cash component,
constrained fund performance during the year. At 5/31/94, short-term investments
equaled 27.03% of holdings;  six months later,  that figure was still above 10%.
This cash  allocation  helped to keep losses to a minimum,  but  obviously  also
limited opportunity for capital appreciation.

<PAGE>


Sector Analysis
     In an effort to guard against possible  downturns in specific  sectors,  we
concentrated on fewer stocks  overall,  and diversified by industry more broadly
than in the past.  To preserve  liquidity,  we avoided  shares in thinly  traded
companies. In summary,  computer software and health care stocks were two of the
better performers, while retail and basic materials were disappointing.
     Technology.  As  of  fiscal  year-end  5/31/95,  technology-related  stocks
represented 31.09% of the portfolio,  up from 18.91%, six months before. Results
for the sector were mixed. Gains came from computer software companies,  such as
Progress  Software  and  Hyperion  Software,  as well as  electronics  concerns,
including Three-Five Systems and S3 Inc. A maker of control  instruments,  Elsag
Bailey Process  Automation NV ADR, was up as well.  ParcPlace  Systems (computer
software)  and  Chipcom  Corp.  (computer  systems)  finished  the  year  with a
disappointing performance.

Graph:
                         Fund Diversification by Value

     This bar graph  reflects  the  allocation  of the  Emerging  Growth  Fund's
portfolio  by  value  of  net  assets  in  Basic  Materials,   Capital  Goods  &
Construction,  Consumer Cyclical, Consumer Staples, Energy, Finance, Technology,
Transportation  & Services,  Utilities, and Cash &  Equivalents  for the periods
ended 5/94, 11/94, and 5/95.

     Recent additions to technology  holdings include Sierra On-Line, a computer
game company that we expect to grow as advanced game machines come on the market
in the fall.  To take  advantage  of a strong  semiconductor  industry,  we have
selected  certain  industry  suppliers,  such  as  Watkins-Johnson  Co.,  Brooks
Automation, Semitool
Inc. and Credence Systems.
     Health care.  Avoiding a lackluster HMO industry,  the fund found rewarding
opportunities in service providers such as Abbey Healthcare Group,  HomedCo, and
Living Centers of America.  We have since taken profits in some of these stocks.
Looking ahead,  we plan to increase the exposure to selected health care stocks.
Retail.  Despite the strong  economy,  retail  stocks lagged during the last six
months.   Investments  in  MacFrugals  Bargains   Closeouts,   Broadway  Stores,
Catherines  Stores,  Starbucks Corp., and AnnTaylor Stores have been liquidated.
In the future, we will emphasize niche-style, retail stocks with a novel concept
and growing volume, such as Apple South, a franchisee of Applebees  restaurants.
Basic  Materials.  Like retail  stocks,  basic  materials  failed to deliver for
investors despite the strong economy. We sold some or all of Sterling Chemicals,
Albany International, and Rock-Tenn Co., as well as the steel companies National
Steel, Geneva,and Weirton.
     Other  sectors.  Profitable  stocks  were  located  in a  variety  of other
industries  over  the  year,  particularly  in  banking,  the  thrift  industry,
insurance, publishing, manufacturing, and oil and gas exploration.

<PAGE>


Looking Ahead
     Assuming normal market conditions,  we expect to maintain  relatively lower
cash  positions  in the coming  months.  Our goal is to be as fully  invested as
possible,  rather  than  attempt to time  market  movements  by varying the cash
position.  We expect to focus on sectors  that have  potential  for high return,
such as technology, health, telecommunications,  and consumer retail. Within the
sectors,  our goal is to identify growing  companies with higher earnings growth
prospects relative to the overall market.

Fund Manager
     INVESCO  Emerging  Growth Fund is managed by INVESCO  Vice  President  John
Schroer. A Chartered Financial Analyst, Schroer received his BS and MBA from the
University of Wisconsin-Madison.  He began his investment career in 1990 and was
an  assistant  vice  president  with Trust  Company of the West prior to joining
INVESCO in 1993. He was manager of Strategic  Environmental  Services  Portfolio
from  5/30/93 to 7/1/95.  He also is  co-manager  of Strategic  Health  Sciences
Portfolio.  Schroer assumed responsibility for Emerging Growth Fund from INVESCO
Vice President Doug Pratt on May 15, 1995. Doug is now  co-portfolio  manager of
Growth Fund, as well as manager of Strategic Financial Services Fund.

*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 when purchased. The S&P
500 is an unmanaged index considered representative of common stock performance;
the Russell 2000 is an unmanaged  index  reflecting  performance  of smaller-cap
stocks.

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Ten Largest Common Stock Holdings
May 31,1995

Description                                  Value
- ----------------------------------------------------
Wolverine Tube                          $ 4,837,500
Zions Bancorp                             4,525,000
S3 Inc                                    4,407,812
Elsag Bailey Process Automation NV ADR    4,240,000
Progress Software                         4,020,000
Avid Technology                           3,932,250
Orion Capital                             3,875,000
Easco Inc                                 3,718,750
Three-Five Systems                        3,687,500
Houghton Mifflin                          3,596,250

Composition of holdings is subject to change.

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Statement of Investment Securities
May 31, 1995

                                                 Shares or
                                                 Principal
Description                                         Amount          Value
- -------------------------------------------------------------------------------
COMMON STOCKS   84.81%
AEROSPACE & DEFENSE   1.36%
Watkins-Johnson Co                                  55,000    $ 2,461,250
                                                              ------------
ALUMINUM MANUFACTURING   2.06%
Easco Inc*                                         250,000      3,718,750
                                                              ------------
BANKING    3.57%
BancTec Inc*                                       125,000      1,921,875
Zions Bancorp                                      100,000      4,525,000
                                                              ------------
                                                                6,446,875
                                                              ------------
BIOTECHNOLOGY   1.14%
UroMed Corp*                                       335,000      2,051,875
                                                              ------------
BROADCASTING   1.45%
Evergreen Media Class A*                           125,000      2,625,000
                                                              ------------
CHEMICALS   4.51%
Cytec Industries*                                   75,000      2,765,625
Mississippi Chemical                               200,000      3,150,000
Sterling Chemicals*                                210,000      2,231,250
                                                              ------------
                                                                8,146,875
                                                              ------------
COMPUTER SERVICES   2.65%
America Online*                                      4,000        142,500
Broadway & Seymour*                                170,000      3,038,750
Cambridge Technology Partners*                      50,000      1,612,500
                                                              ------------
                                                                4,793,750
                                                              ------------
COMPUTER SOFTWARE   10.82%
Banyan Systems*                                    100,000      1,650,000
Diamond Multimedia Systems*                         19,000        344,375
Hyperion Software*                                  25,000        928,125
Microsoft Corp*                                     41,000      3,472,188
ParcPlace Systems*                                 220,000      2,860,000
Progress Software*                                  80,000      4,020,000
SPSS Inc*                                          100,000      1,337,500
Sierra On-Line*                                    100,000      1,812,500
State Of The Art*                                   60,000        622,500
Structural Dynamics Research*                      180,000      2,486,250
                                                              ------------
                                                               19,533,438
                                                              ------------
<PAGE>

COMPUTER SYSTEMS   1.44%
Bay Networks*                                        1,000         36,500
Chipcom Corp*                                      120,000      2,565,000
                                                              ------------
                                                                2,601,500
                                                              ------------
CONTROL INSTRUMENTS   2.35%
Elsag Bailey Process Automation   NV ADR*          160,000      4,240,000
                                                              ------------
COSMETICS & TOILETRIES   1.12%
Maybelline Inc                                     100,000      2,012,500
                                                              ------------
ELECTRICAL EQUIPMENT   3.82%
Brooks Automation*                                 120,000      2,280,000
C-Cube Microsystems*                                60,000      1,530,000
Cidco Inc*                                          95,000      3,087,500
                                                              ------------
                                                                6,897,500
                                                              ------------
ELECTRONICS   6.60%
S3 Inc*                                            162,500      4,407,812
Semitool Inc*                                       95,000      2,743,125
Three-Five Systems*                                125,000      3,687,500
Zebra Technologies Class A*                         23,900      1,075,500
                                                              ------------
                                                               11,913,937
                                                              ------------
FINANCE RELATED   4.75%
Foothill Group Class A                             100,000      2,475,000
Money Store                                         40,000      1,235,000
Primark Corp*                                      100,000      1,625,000
VeriFone Inc*                                      150,000      3,243,750
                                                              ------------
                                                                8,578,750
                                                              ------------
FOOD PRODUCTS & BEVERAGES   1.74%
WLR Foods                                          225,000      3,150,000
                                                              ------------
HEALTH CARE SERVICES   1.32%
Herbalife International                            230,000      2,386,250
                                                              ------------
INSURANCE   4.23%
Home State Holdings*                                90,000        877,500
Orion Capital                                      100,000      3,875,000
PXRE Corp                                           70,000      1,513,750
Transnational Re Class A*                           70,000      1,382,500
                                                              ------------
                                                                7,648,750
                                                              ------------
<PAGE>

MACHINERY   2.64%
BW/IP Inc                                           50,000        900,000
Goulds Pumps                                       100,000      2,337,500
Regal-Beloit Corp                                  100,000      1,537,500
                                                              ------------
                                                                4,775,000
                                                              ------------
MEDICAL PRODUCTS   0.20%
Ventritex Inc*                                      25,000        359,375
                                                              ------------
METAL MANUFACTURING   2.68%
Wolverine Tube*                                    150,000      4,837,500
                                                              ------------
METALS & MINING   1.86%
Amax Gold*                                          10,000         53,750
INDRESCO Inc*                                      125,000      1,703,125
Pegasus Gold                                       135,000      1,603,125
                                                              ------------
                                                                3,360,000
                                                              ------------
MOTION PICTURES & TELEVISION   2.18%
Avid Technology*                                   107,000      3,932,250
                                                              ------------
OIL & GAS RELATED   1.99%
Devon Energy                                       100,000      2,150,000
Flores & Rucks*                                    100,000      1,125,000
Total Petroleum North America Ltd                   25,000        328,125
                                                              ------------
                                                                3,603,125
                                                              ------------
POLLUTION CONTROL RELATED   1.05%
Sanifill Inc*                                       70,000      1,890,000
                                                              ------------
PROTECTION - SAFETY EQUIPMENT
   & SERVICES   0.39%
Corrections Corp of America*                        20,000        700,000
                                                              ------------
PUBLISHING   1.99%
Houghton Mifflin                                    70,000      3,596,250
                                                              ------------
RECREATION PRODUCTS   & SERVICES   2.53%
Anthony Industries                                 150,000      2,475,000
Argosy Gaming*                                     106,400      1,396,500
Scientific Games Holdings*                          28,000        707,000
                                                              ------------
                                                                4,578,500
                                                              ------------
<PAGE>

RETAIL   4.39%
Apple South                                        150,000      2,606,250
Arbor Drugs                                         70,000      1,172,500
Hannaford Brothers                                 100,000      2,675,000
Quality Food Centers                                75,000      1,481,250
                                                              ------------
                                                                7,935,000
                                                              ------------
SAVINGS & LOAN   1.93%
TCF Financial                                       75,000      3,487,500
                                                              ------------
SEMICONDUCTOR EQUIPMENT   1.25%
Credence Systems*                                   65,000      2,250,625
                                                              ------------
TELECOMMUNICATIONS   3.38%
Aspect Telecommunications*                          35,000      1,426,250
Global Village Communication*                      150,000      2,062,500
WorldCom Inc*                                      100,751      2,619,526
                                                              ------------
                                                                6,108,276
                                                              ------------
TRANSPORTATION   0.46%
Swift Transportation*                               50,000        831,250
                                                              ------------
UTILITIES   0.96%
Eastern Utilities Associates                        75,000      1,734,375
                                                              ------------
TOTAL COMMON STOCKS   (Cost $153,821,070)                     153,186,026
                                                              ------------
SHORT-TERM INVESTMENTS
  COMMERCIAL PAPER   15.19%
FINANCE RELATED   15.19%
American Express Credit 5.950%, 6/5/1995       $ 6,964,000      6,964,000
Associates Corp of North
    America 6.150%, 6/1/1995                   $ 6,954,000      6,954,000
Chevron Oil Finance 5.920%, 6/1/1995           $ 7,096,000      7,096,000
Prudential Funding 5.900%, 6/1/1995            $ 6,430,000      6,430,000
                                                              ------------
TOTAL SHORT-TERM INVESTMENTS
  (Cost $27,444,000)                                           27,444,000
                                                              ------------
TOTAL INVESTMENT SECURITIES AT VALUE   100.00%
  (Cost $181,265,070)
  (Cost for Income Tax Purposes $181,425,696)               $ 180,630,026
                                                            ==============

* Security is non-income producing.

See Notes to Financial Statements

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Statement of Assets and Liabilities
May 31, 1995


ASSETS
Investment Securities at Value
  (Cost $181,265,070)                                   $180,630,026
Cash                                                          10,785
Receivables:
          Fund Shares Sold                                   171,037
          Dividends and Interest                              70,110
Organization Costs (Note 1)                                   10,179
Prepaid Expenses                                              50,067
                                                        ------------
TOTAL ASSETS                                             180,942,204
                                                        ------------

LIABILITIES
Payables:
          Distributions to Shareholders                        9,208
          Investment Securities Purchased                 26,845,587
          Fund Shares Repurchased                            303,413
Accrued Distribution Expenses                                 34,441
Accrued Expenses and Other Payables                           22,238
                                                        ------------
TOTAL LIABILITIES                                         27,214,887
                                                        ------------
Net Assets at Value                                     $153,727,317
                                                        ============
NET ASSETS
Paid-in Capital*                                        $158,684,201
Accumulated Undistributed Net Investment Income               15,532
Accumulated Undistributed Net Realized Loss
          on Investment Securities                       (4,337,372)
Net Depreciation of Investment Securities                  (635,044)
                                                        ------------
Net Assets at Value                                     $153,727,317
                                                        ============
Net Asset Value, Offering and Redemption
          Price per Share                                      $9.37
                                                               =====
*         The Fund has 600 million  authorized shares of common stock, par value
          of $0.01 per share, of which  16,401,894  were  outstanding at May 31,
          1995.

See Notes to Financial Statements

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Statement of Operations
Year Ended May 31, 1995


INVESTMENT INCOME
INCOME
Dividends                                         $ 964,369
Interest                                          2,503,153
  Foreign Taxes Withheld                            (1,406)
                                               ------------
  TOTAL INCOME                                    3,466,116
                                               ------------
EXPENSES
Investment Advisory Fees                          1,370,549
Distribution Expenses                               456,850
Transfer Agent Fees                                 635,770
Administrative Fees                                  37,411
Custodian Fees and Expenses                          22,128
Directors  Fees and Expenses                         18,891
Organization Expenses                                 6,429
Professional Fees and Expenses                       30,022
Registration Fees and Expenses                       87,080
Reports to Shareholders                             105,596
Other Expenses                                        8,281
                                               ------------
  TOTAL EXPENSES                                  2,779,007
Fees and Expenses Absorbed
  by Investment Adviser                            (63,858)
                                               ------------
  NET EXPENSES                                    2,715,149
                                               ------------
NET INVESTMENT INCOME                               750,967
                                               ------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Loss on Investment Securities      (4,319,462)
Change in Net Appreciation
  of Investment Securities                       10,422,490
                                               ------------
NET GAIN ON INVESTMENT SECURITIES                 6,103,028
                                               ------------
Net Increase in Net Assets from Operations      $ 6,853,995
                                               ============

See Notes to Financial Statements

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Statement of Changes in Net Assets

                                          Year Ended May 31
                                     ------------------------
                                          1995              1994

OPERATIONS
Net Investment Income (Loss)           $ 750,967       $ (465,420)
Net Realized Gain (Loss) on
  Investment Securities              (4,319,462)        40,383,232
Change in Net Appreciation
  (Depreciation) of Investment
  Securities                          10,422,490      (24,853,134)
                                 ---------------  ----------------
NET INCREASE IN NET
  ASSETS FROM OPERATIONS               6,853,995        15,064,678
                                 ---------------  ----------------
DISTRIBUTIONS TO
  SHAREHOLDERS
Net Investment Income                  (735,435)                 0
Net Realized Gain on
  Investment Securities             (37,702,557)         (135,411)
                                 ---------------  ----------------
TOTAL DISTRIBUTIONS                 (38,437,992)         (135,411)
                                 ---------------  ----------------
FUND SHARE
  TRANSACTIONS
Proceeds from Sales of Shares        243,179,612       450,092,111
Reinvestment of Distributions         37,994,518           131,441
                                 ---------------  ----------------
                                     281,174,130       450,223,552
 Amounts Paid for Repurchases
   of Shares                       (272,372,582)     (391,672,485)
                                 ---------------  ----------------
NET INCREASE IN NET
   ASSETS FROM FUND SHARE
   TRANSACTIONS                        8,801,548        58,551,067
                                 ---------------  ----------------
Total Increase (Decrease) in
   Net Assets                       (22,782,449)        73,480,334
NET ASSETS
Beginning of Period                  176,509,766       103,029,432
                                 ---------------  ----------------
End of Period (Including
  Accumulated Undistributed
  Net Investment Income
  of $15,532 and
  $70,484, respectively)           $ 153,727,317     $ 176,509,766
                                  ==============  ================

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

FUND SHARE TRANSACTIONS
Shares Sold                           22,648,812        38,430,724
Shares Issued from Reinvestment
  of Distributions                     4,141,671            10,854
                                 ---------------  ----------------
                                      26,790,483        38,441,578
Shares Repurchased                  (25,866,344)      (33,376,899)
                                 ---------------  ----------------
Net Increase in Fund Shares             924,139          5,064,679
                                  ==============  ================

See Notes to Financial Statements

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -Emerging Growth Fund
Notes to Financial Statements

NOTE 1 -- ORGANIZATION  AND SIGNIFICANT  ACCOUNTING  POLICIES.  INVESCO Emerging
Opportunity  Funds,  Inc.,  a Maryland  Corporation,  currently  consists of the
Emerging Growth Fund. The Fund 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 Fund in the preparation of its financial statements.

A. SECURITY  VALUATION  --  Equity  securities  traded  on  national  securities
   exchanges or in the over-the-counter market are valued at the last sale price
   in the market where such securities are primarily traded. If last sale prices
   are not  available,  securities  are valued at the highest  closing bid price
   obtained from one or more dealers making a market for such securities or by a
   pricing service approved by the Fund s board of directors.
        Foreign  securities  are valued at the  closing  price on the  principal
   stock exchange on which they are traded.  In the event the 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.
        If market  quotations  or pricing  service  valuations  are not  readily
   available, securities are valued at fair value as determined in good faith by
   the Fund s board of directors.
        Short-term  securities are stated at amortized cost (which  approximates
   market  value) if maturity is 60 days or less, or at market value if maturity
   is greater than 60 days.
B. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME -- Security  transactions
   are accounted  for on the trade date and  dividend  income is recorded on the
   ex-dividend date. Interest income, which may be  comprised  of  stated coupon
   rate, market discount and original issue  discount is recorded on the accrual
   basis.  Cost is determined on the specific identification basis.
C. FEDERAL AND STATE TAXES -- The Fund has complied and continues to comply with
   the  provisions  of  the  Internal   Revenue  Code  applicable  to  regulated
   investment  companies  and,  accordingly,  has  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 May  31,  1995,  the  Fund  had  $1,667,321  in net  capital  loss
   carryovers which expire in the year 2003.
        The Fund  incurred  and  elected  to defer post-October 31  net  capital
   losses of  $2,491,516  to the period ended May 31,1996.  To the extent future
   capital  gains are  offset by  capital  loss  carryovers  and  deferred  post
   -October 31 losses, such gains will not be distributed to shareholders.
        Dividends paid by the Fund from net investment  income and distributions
   of net  realized  short-term  capital  gains  are,  for  federal  income  tax
   purposes, taxable as ordinary income to shareholders.  Of the ordinary income
   distributions  declared for the year ended May 31, 1995,  4.29% qualified for
   the  dividends  received   deduction   available  to  the  Fund  s  corporate
   shareholders.
D. DIVIDENDS AND  DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and  distributions
   to  shareholders  are recorded  by the Fund on  the ex-dividend/distribution 
   date.  The Fund  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 nontaxable dividends, net operating losses, expiring
   capital loss  carryforwards  and  deferral of wash sales.  As of May 31,1995,
   there were no such differences.

<PAGE>


E. ORGANIZATION COSTS -- Organization  costs  advanced by  INVESCO  Funds Group,
   Inc.(IFG) are  amortized  and  are  payable  on a straight-line basis over  a
   sixty-month  period  from the date the  Fund  commenced  operations.  IFG has
   agreed that if it redeems any of its  initially  acquired  shares of the Fund
   during  the five  years  from the date  the Fund  commenced  operations,  the
   proceeds  payable to it in respect  of such  shares  will be reduced by a pro
   rata share of the Fund s unamortized organization costs.

NOTE 2 -- INVESTMENT ADVISORY AND  OTHER  AGREEMENTS.  IFG  serves as the Fund's
investment adviser. As compensation for  its services to the  Fund, 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 0.75% on the first $350
million  in average  net  assets;  reduced to 0.65% on the next $350  million of
average net assets;  and 0.55% on average net assets in excess of $700  million.
In  accordance  with a  Sub-Advisory  Agreement  between IFG and  INVESCO  Trust
Company (ITC), a  wholly owned  subsidiary of IFG,  investment  decisions of the
Fund are made by ITC. Fees for such sub- advisory
services are paid by IFG.
   In accordance with an Administrative  Agreement,  the Fund pays IFG an annual
fee of $10,000,  plus an additional  amount computed at an annual rate of 0.015%
of average  net  assets to  provide  administrative,  accounting,  and  clerical
services. The fee is accrued daily and paid monthly.
   IFG receives a transfer agent fee at an annual rate of $14.00 per shareholder
account,  or per  participant  in an omnibus  account.  IFG may pay such fee for
participants in omnibus accounts to affiliates or third parties. The fee is paid
monthly at  one-twelfth of the annual fee and is based upon the actual number of
accounts in existence during each month.
   A plan of  distribution  pursuant  to Rule  12b-1  of the  Act  provides  for
reimbursement of marketing and advertising expenditures to IFG (the Distributor)
to a maximum  of 0.25% of  average  annual net  assets.  Amounts  accrued by the
Fund are available to reimburse the Distributor for actual expenditures incurred
within a rolling  twelve-month period. For the year ended May 31, 1995, the Fund
paid the Distributor $459,782 for reimbursement of expenses incurred.
   IFG has voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses incurred by the Fund commencing September 1, 1994.

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended May
31, 1995,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S Government  securities and short-term  securities)
were $326,307,028 and $302,854,756, respectively.
   There were no purchases or sales of U.S. Government securities.

NOTE 4 -- APPRECIATION AND DEPRECIATION. At May 31, 1995, the gross appreciation
of  securities  in which there was an excess of value over tax cost  amounted to
$8,487,761,  and the gross  depreciation  of  securities  in which  there was an
excess  of  tax  cost  over  value  amounted  to  $9,283,431,  resulting  in net
depreciation of $795,670.

NOTE 5 --  TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund s  officers  and
directors are also officers and directors of IFG or ITC.
   The Fund has adopted an unfunded noncontributory defined benefit pension plan
covering  all  independent  directors  of the Fund who will  have  served  as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of  retirement.  Pension  expenses  for the year  ended  May 31,  1995,
included in Directors  Fees and Expenses in the  Statement  of  Operations  were
$4,086.  Unfunded  accrued  pension  costs of $7,591 and  pension  liability  of
$11,677 are included in prepaid expenses and accrued expenses,  respectively, in
the Statement of Assets and Liabilities.

<PAGE>


INVESCO Emerging Opportunity Funds, Inc. -
Emerging Growth Fund
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

                                                                      Period
                                                                      Ended
                                     Year Ended May 31                May 31
                                ----------------------------------   ----------

                                    1995         1994        1993        1992^

PER SHARE DATA
Net Asset Value -
   Beginning of Period            $11.40        $9.89       $7.55        $7.50
                                ----------------------------------   ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)        0.04       (0.01)      (0.04)       (0.02)
Net Gain on Securities
   (Both Realized and Unrealized)   0.46         1.53        2.38         0.07
                                ----------------------------------   ----------
Total from Investment Operations    0.50         1.52        2.34         0.05
                                ----------------------------------   ----------
LESS DISTRIBUTIONS
Dividends from Net
  Investment Income                 0.04         0.00        0.00         0.00
Distributions from Capital Gains    2.49         0.01        0.00         0.00
                                ----------------------------------   ----------
Total Distributions                 2.53         0.01        0.00         0.00
                                ----------------------------------   ----------
Net Asset Value - End of Period    $9.37       $11.40       $9.89        $7.55
                                ==================================   ==========

TOTAL RETURN                       4.98%       15.34%      30.95%       0.68%*

RATIOS
Net Assets - End of Period
   ($000 Omitted)               $153,727     $176,510    $103,029      $25,579
Ratio of Expenses to
   Average Net Assets#             1.49%        1.37%       1.54%       1.93%~
Ratio of Net Investment Income
   (Loss) to Average Net Assets#   0.41%      (0.26%)     (0.70%)     (0.95%)~
Portfolio Turnover Rate             228%         196%        153%         50%*

^ From December 27, 1991, commencement of operations, to May 31, 1992.

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

~  Annualized

#  Various  expenses  of the Fund were  voluntarily  absorbed  by INVESCO  Funds
   Group,  Inc. for the year ended May 31, 1995.  If such  expenses had not been
   voluntarily absorbed, ratio of expenses to average net assets would have been
   1.52% and ratio of net  investment  income to average  net assets  would have
   been 0.38%.

<PAGE>
Report of Independent Accountants


To the Board of Directors and Shareholders of
INVESCO Emerging Opportunity Funds, Inc.

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

Price Waterhouse  LLP

Denver, Colorado
June 30, 1995


<PAGE>


                                FAMILY OF FUNDS
                                                                  Newspaper
Fund Name                       Fund Code      Ticker Symbol     Abbreviation
- -------------------------------------------------------------------------------
International
Latin American Growth              34                *                 *
European Small Company             37                *                 *
European                           56              FEURX             Europ
Pacific Basin                      54              FPBSX             PcBas
International Growth               49              FSIGX            IntlGr
- -------------------------------------------------------------------------------
Sector
Energy                             50              FSTEX             Enrgy
Environmental Services             59              FSEVX            Envirn
Financial Services                 57              FSFSX            FinSvc
Gold                               51              FGLDX             Gold
Health Sciences                    52              FHLSX            HlthSc
Leisure                            53              FLISX            Leisur
Technology                         55              FTCHX             Tech
Worldwide Capital
  Goods                            38              ISWGX            WldCap
Worldwide Communications           39              ISWCX            WldCom
- -------------------------------------------------------------------------------
Growth
Emerging Growth                    60              FIEGX            Emgrth
Small Company                      74                *                 *
Dynamics                           20              FIDYX             Dynm
Growth                             10              FLRFX             Grwth
- -------------------------------------------------------------------------------
Equity-Income
Industrial Income                  15              FIIIX            IndInc
Utilities                          58              FSTUX             Util
- -------------------------------------------------------------------------------
Multiple-Asset
Multi-Asset Allocation             70              IMAAX           MulAstAl
Balanced                           71              IMABX              Bal
- -------------------------------------------------------------------------------
Bond
High Yield                         31              FHYPX             HiYld
Select Income                      30              FBDSX            SelInc
U.S. Government Securities         32              FBDGX             USGvt
Short-Term Bond                    33              INIBX            ShTrBd
- -------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Long-Term Bond            35              FTIFX             TxFre
Tax-Free Intermediate Bond         36                *                 *
- -------------------------------------------------------------------------------
Money Market
Tax-Free Money Fund                40              FFRXX              N/A
Cash Reserves                      25              FDSXX              N/A
U.S. Government Money Fund         44              FUGXX              N/A

*This fund does not meet size  requirements  to be  assigned a ticker  symbol or
appear in newspaper listings.

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


<PAGE>

INVESCO FUNDS

To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,

Call toll-free:  1-800-525-8085

To reach PAL, your 24-hour Personal
Account Line, call:  1-800-424-8085

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

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


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