INVESCO EMERGING OPPORTUNITY FUNDS INC
N-30D, 1996-07-26
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ANNUAL REPORT


May 31, 1996


INVESCO
EMERGING
GROWTH
FUND


A Smart Choice
For Maximum
Growth Potential


INVESCO FUNDS


<PAGE>



Graph:      Gross Domestic Product
            Quarterly Growth Rate (Annualized)

      This bar graph  illustrates the annualized  quarterly  growth rate for the
      Gross  Domestic  Product,  for the period  from the first  quarter of 1992
      through the second quarter of 1996.

Economic Overview                                                      June 1996
     The U.S.  economy is sending mixed  signals.  In recent  months,  inflation
accelerated  modestly and the U.S. trade deficit  remained high. On the positive
side, recent figures for factory orders,  inventories,  and consumer  confidence
were encouraging. Gains have also been seen for employment and personal income.
      Overall,  this mix of good and bad news has  brightened  the  outlook  for
continued  rises in  Gross  Domestic  Product.  First  quarter  GDP  growth  was
estimated at an annualized  2.2%,  and second  quarter  should come in stronger.
(See chart above.) There is the possibility  that the Fed will tighten credit by
raising  short-term  interest  rates,  in the event the  economy  appears  to be
overheating.
      Taking all of the above and additional  factors into account,  the INVESCO
forecast  remains  consistent with our message for the past several months:  The
soft landing for the economy appears intact.
      This may well mean moderate  inflation and long-term  gains for stocks and
bonds, albeit with short-term volatility.  Political complications, the on-going
budget conflict,  and major corporate earnings  disappointments  would, however,
put strain on the bull market's legs.
      While the stock market was extremely volatile during the first five months
of 1996, a number of industry  sectors  performed  strongly.  Of particular note
were energy,  consumer cyclicals  (including the previously weak retail sector),
and basic materials.  Results for technology and  transportation  companies were
mixed, while health-care stocks generally underperformed.

                             Emerging Growth Fund
                       Average Annualized Total Return
                               as of 5/31/96(1)

                    1 year                       55.78%
                    -----------------------------------
                    Since inception (12/91)      22.45%
                    -----------------------------------

      For the six months ended 5/31/96,  INVESCO Emerging Growth Fund achieved a
total return of 29.75%.  During the same period,  the S&P 500 had a total return
of 11.71%, and the Russell 2000, 18.14%. The fund also strongly outperformed the
indexes over the one-year period,  achieving a total return of 55.78%,  compared
to 28.38% for the S&P 500 and 35.95% for the  Russell  2000.  (Of  course,  past
performance is not a guarantee of future results.)(1,2)



<PAGE>



      Independent fund analyst  Morningstar tracks 401 small company funds; they
awarded  Emerging  Growth  Fund an average of 5 stars for the  combined  periods
ended  5/31/96.  For the  three-year  period,  the fund earned 5 stars among 187
funds.(3)
      The line graph  below  illustrates  the value of a $10,000  investment  in
INVESCO  Emerging  Growth  Fund,  plus  reinvested  dividends  and capital  gain
distributions,  from inception through 5/31/96. The chart and other total return
figures cited reflect the fund's operating expenses, but the indexes do not have
expenses, which would, of course, have lowered their performance.(1,2)

Graph:      Total Return Performance(1,2)

      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment in the INVESCO  Emerging  Growth Fund to the value of a $10,000
      investment in the S&P 500 and Russell 2000 Indexes,  assuming in each case
      reinvestment  of all  dividends  and capital gain  distributions,  for the
      period from inception (12/91) through 5/31/96.

Strategic Summary
      The past 12 months  have seen a cyclical  market  shift.  Last year equity
investors favored  large-capitalization  companies;  for all of 1995,  small-cap
stocks underperformed the broad market indexes. In 1996, however, expectation of
a continued slow economy has made the earnings growth rates of smaller-cap firms
more  attractive  on a  relative  basis.  Advancing  14.96%  year-to-date  as of
5/31/96, the Russell 2000 index of smaller-cap stocks has strongly  outperformed
the S&P 500's total return of 9.60%.(2)
      Your fund has obviously  benefited from this cyclical shift.  The research
and  investment  decision-making  process for  Emerging  Growth Fund  focuses on
companies  which boast earnings  growth rates  superior to the broad market.  In
general, we seek to achieve these superior returns from companies whose earnings
are driven by strong  revenue growth and margin  trends,  relatively  consistent
operating results, and management teams with proven operating  expertise.  It is
the fund's practice to remain fully invested at all times.
      The fund  typically  closes  positions  in  companies  which  experience a
fundamental  change in earnings  outlook.  For example,  in December we sold our
shares  of  Metrocall  Inc,  a paging  service  that  showed  signs of  earnings
deceleration.
      Another reason we might sell a stock relates to our investment discipline.
When we add a new holding to the portfolio, we also set a target price, and sell
(assuming there are no overriding factors) when that target is reached. This was
the case with Pyxis Corp, for example.
      For much of the past 12 months,  the fund has overweighted the technology,
health-care,  retail/consumer,  and telecommunications industries. While each of
these four groups has had their problems,  extremely selective stock picking led
to positive results.



<PAGE>



      Technology has been a very rewarding area for Emerging  Growth Fund.  This
sector  has been  unusually  volatile,  especially  during  the  autumn of 1995.
Negative  earnings  reports,  order  slowdowns,  and other factors caused market
turbulence for semiconductor and computer hardware companies in particular.
      However, by focusing on software makers,  CD-ROM games manufacturers,  and
other niches, we have justified our 30%-plus  weighting in this sector. HBO & Co
and  Workgroup  Technology  are two names which are new to the  portfolio  since
5/31/95.
      We also like the prospects for several call processing equipment suppliers
and   service   providers.   New   holdings   in  this   area   include   Aspect
Telecommunications and APAC TeleServices.
      Compared to our semiannual report of 11/30/95,  you will notice a lessened
emphasis on health care related companies.  This sector contributed  strongly to
the  fund's  positive  performance  in the past  year.  In the past six  months,
though, we have reduced the portfolio's  exposure to hospitals;  in our opinion,
their past  earnings  growth rates will be difficult to sustain in the immediate
future, making their stock prices vulnerable.

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   Net   Cash   &   Equivalents   for   the
      periods ending 11/95 and 5/96.

      On the other hand,  we have  maintained  positions in  companies  which we
believe will continue to meet our criteria for  above-average  earnings  growth.
Among  these are Arris  Pharmaceutical,  a  developer  of novel  treatments  for
asthma; Lincare Holdings, a fast-growing provider of oxygen therapy in the home;
and PAREXEL International and ClinTrials Research, two leading firms in clinical
trials of new pharmaceuticals.
      As noted above,  many consumer cyclical stocks  underperformed  last year.
During the autumn of 1995,  we cut back or  eliminated  many  positions  in this
sector. As the stocks of some retailers, in particular,  have rebounded, we have
taken  positions  in firms  with  well-defined  niches.  New  positions  include
Loehmann's Inc, a popular  national  discount  clothing chain;  and Talbots Inc,
which focuses on clothing for upscale conservative women.



<PAGE>



Fund Management
      INVESCO  Emerging Growth Fund is managed by INVESCO Vice President John R.
Schroer. He received his MBA and BA from the University of Wisconsin-Madison.  A
Chartered  Financial  Analyst,  John  joined  INVESCO  in  1992  and  took  over
management of the fund in 1995. He had earlier  served with Trust Company of the
West. He is also co-manager of INVESCO Strategic Health Sciences Portfolio.

(1)   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.

(2)   The  S&P  500  is  an  unmanaged  index  considered   representative  of
      the   performance   of  the  broad  U.S.   stock  market.   The  Russell
      2000    is    an    unmanaged     index     indicative    of    smaller-
      capitalization stock prices.

(3)   Morningstar's      proprietary      ratings      reflect      historical
      risk-adjusted   performance   as  of   5/31/96   and  are   subject   to
      change  every  month.   Ratings  are  calculated  from  the  fund's  3-,
      5-,   and   10-year    average    annual   total   returns   (based   on
      available   track   records)   in  excess  of   90-day   Treasury   bill
      returns.   The   top   10%   of   funds   in  an   investment   category
      receive 5 stars; the next 22.5% receive 4 stars.


<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Emerging Growth Fund
Ten Largest Common Stock Holdings
May 31, 1996
Description                                                        Value
- ------------------------------------------------------------------------
HBO & Co                                                     $10,082,408
FORE Systems                                                   9,023,400
PAREXEL International                                          8,831,900
CBT Group PLC Sponsored ADR                                    8,638,600
HA-LO Industries                                               8,460,000
Omnicare Inc                                                   7,821,725
Ascend Communications                                          7,296,062
Quintiles Transnational                                        7,090,800
Oxford Health Plans                                            6,945,750
Cognos Inc                                                     6,696,000

Composition of holdings is subject to change.




<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Emerging Growth Fund
Statement of Investment Securities
May 31, 1996

                                                   Shares or
                                                   Principal
Description                                           Amount             Value
- ------------------------------------------------------------------------------
COMMON STOCKS 97.16%
ADVERTISING 2.26%
HA-LO Industries*                                    240,000        $8,460,000
                                                                 -------------
BIOTECHNOLOGY 1.60%
Arris Pharmaceutical*                                113,000         1,582,000
CardioGenesis Corp*                                   60,000         1,035,000
UroMed Corp*                                         276,400         3,351,350
                                                                 -------------
                                                                     5,968,350
                                                                 -------------
COMMERCIAL SERVICES 5.87%
ABR Information Services*                             75,000         4,706,250
APAC TeleServices*                                   162,600         6,422,700
ClinTrials Research*                                 110,800         5,290,700
SITEL Corp*                                          210,400         5,523,000
                                                                 -------------
                                                                    21,942,650
                                                                 -------------
COMPUTER LOCAL NETWORKS 4.36%
Ascend Communications*                               109,100         7,296,062
FORE Systems*                                        111,400         9,023,400
                                                                 -------------
                                                                    16,319,462
                                                                 -------------
COMPUTER PERIPHERALS & SUPPLIES 0.90%
Cerion Technologies*                                  20,000           290,000
FileNet Corp*                                         66,000         3,060,750
                                                                 -------------
                                                                     3,350,750
                                                                 -------------
COMPUTER SOFTWARE 18.60%
Avant! Corp*                                         126,700         2,470,650
Brooktrout Technology*                                55,000         2,502,500
CBT Group PLC Sponsored ADR*                         183,800         8,638,600
Cognos Inc*                                          279,000         6,696,000
Edify Corp*                                          106,500         4,473,000
Epic Design Technology*                              135,000         3,982,500
Health Systems Design*                                41,000           768,750
i2 Technologies*                                     133,400         5,369,350
Lernout & Hauspie Speech Products NV*                 63,000         2,331,000
Mechanical Dynamics*                                  23,400           415,350
Meridian Data*                                       220,200         3,825,975
Remedy Corp*                                          43,500         3,403,875



<PAGE>



SS & C Technologies*                                  22,000           434,500
Saville Systems PLC Sponsored ADR*                   130,100         3,854,212
Summit Medical Systems*                              218,400         5,214,300
Vantive Corp*                                         78,000         2,973,750
Veritas Software*                                     90,000         4,050,000
Wind River Systems*                                   77,550         2,471,906
Workgroup Technology*                                204,900         5,711,588
                                                                 -------------
                                                                    69,587,806
                                                                 -------------
COMPUTER SYSTEMS 6.41%
HBO & Co                                              80,740        10,082,408
Medic Computer Systems*                               56,100         5,217,300
Sunquest Information Systems*                        191,800         3,428,425
Transition Systems*                                   27,000           823,500
VeriFone Inc*                                         87,500         4,407,813
                                                                 -------------
                                                                    23,959,446
                                                                 -------------
FINANCE RELATED 4.65%
AMRESCO Inc                                          150,000         2,756,250
Credit Acceptance*                                   130,000         2,600,000
Olympic Financial*                                   120,000         2,835,000
PMT Services*                                        182,000         6,188,000
Pre-Paid Legal Services*                             145,000         3,026,875
                                                                 -------------
                                                                    17,406,125
                                                                 -------------
HEALTH CARE RELATED 6.91%
Lincare Holdings*                                    157,100         5,930,525
Medaphis Corp*                                        98,600         3,722,150
Pharmaceutical Product Development*                   82,500         3,671,250
Physician Reliance Network*                           74,500         3,911,250
Schein (Henry) Inc*                                   97,300         3,600,100
Total Renal Care Holdings*                           121,400         5,007,750
                                                                 -------------
                                                                    25,843,025
                                                                 -------------
HEALTH MAINTENANCE ORGANIZATION 1.86%
Oxford Health Plans*                                 147,000         6,945,750
                                                                 -------------
HOTELS 0.99%
Prime Hospitality*                                   231,400         3,702,400
                                                                 -------------
INSURANCE 3.74%
Mercury General                                       79,100         3,460,625
Orion Capital                                         97,800         4,621,050
RISCORP Inc Class A*                                 100,000         2,250,000
United Insurance*                                    169,700         3,669,763
                                                                 -------------
                                                                    14,001,438
                                                                 -------------



<PAGE>



MEDICAL RELATED 11.43%
Aksys Ltd*                                            32,500           552,500
Arterial Vascular Engineering*                       144,700         6,104,531
Eclipse Surgical Technologies*                        75,000         1,237,500
General Surgical Innovations*                        159,200         3,184,000
Hologic Inc*                                          89,700         3,543,150
Lunar Corp*                                           63,200         2,528,000
Omnicare Inc                                         140,300         7,821,725
PAREXEL International*                               162,800         8,831,900
Quintiles Transnational*                              93,300         7,090,800
ResMed Inc*                                           75,000         1,293,750
UroCor Inc*                                           40,000           570,000
                                                                 -------------
                                                                    42,757,856
                                                                 -------------
MEDICAL RELATED - DRUGS 4.51%
Bone Care International*                              31,600           258,725
Elan Corp PLC ADR*                                    50,000         3,137,500
Fuisz Technologies Ltd*                              200,000         5,300,000
NeXstar Pharmaceuticals*                             187,100         4,630,725
SEQUUS Pharmaceuticals*                              165,000         3,526,875
                                                                 -------------
                                                                    16,853,825
                                                                 -------------
OIL & GAS RELATED 0.94%
Petroleum Geo-Services A/S
   Sponsored ADR*                                    115,200         3,528,000
                                                                 -------------
RETAIL 10.44%
Garden Botanika*                                      20,000           535,000
Garden Ridge*                                        108,300         5,685,750
Just For Feet*                                        70,200         3,764,475
Loehmann's Inc*                                       60,000         1,545,000
Marks Brothers Jewelers*                             106,000         2,491,000
Meyer (Fred) Inc*                                     78,000         2,252,250
Proffitts Inc*                                        73,000         2,682,750
Rent-Way Inc*                                        104,600         1,464,400
Renters Choice*                                      100,000         2,700,000
Talbots Inc                                           94,000         3,066,750
US Office Products*                                  147,200         5,593,600
Wet Seal Class A*                                    150,000         3,806,250
Williams-Sonoma Inc*                                 125,000         3,468,750
                                                                 -------------
                                                                    39,055,975
                                                                 -------------
SEMICONDUCTOR EQUIPMENT 4.07%
DSP Communications*                                  146,900         5,545,475
Integrated Device Technology*                        245,000         3,154,375
Quickturn Design System*                             220,000         3,231,250
TriQuint Semiconductor*                              133,000         3,291,750
                                                                 -------------
                                                                    15,222,850
                                                                 -------------



<PAGE>



TELECOMMUNICATIONS 6.92%
Aspect Telecommunications*                           114,500         6,497,875
Davox Corp*                                          117,200         3,545,300
Digital Systems International*                       249,400         5,517,975
IPC Information Systems*                             177,900         3,780,375
Intermedia Communications of Florida*                  91,00         3,185,000
PairGain Technologies*                                32,900         3,347,575
                                                                 -------------
                                                                    25,874,100
                                                                 -------------
TOBACCO 0.70%
Culbro Corp*                                          45,800         2,639,225
                                                                 -------------
TOTAL COMMON STOCKS (Cost $283,435,036)                            363,419,033
                                                                 -------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 2.84%
FINANCE RELATED 2.84%
Associates Corp of North America
   5.370%, 6/3/1996 (Cost $10,625,000)            10,625,000        10,625,000
                                                                 -------------
TOTAL INVESTMENT SECURITIES AT VALUE 100.00%
   (Cost  $294,060,036)  (Cost for
   Income Tax Purposes
   $294,149,595)                                                   374,044,033
                                                                 =============

* 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, 1996

ASSETS
Investment Securities at Value
   (Cost $294,060,036)                                            $374,044,033
Cash                                                                   273,182
Receivables:
   Fund Shares Sold                                                  4,568,581
   Dividends and Interest                                               14,254
Organization Costs                                                       3,750
Prepaid Expenses and Other Assets                                       62,926
                                                                --------------
TOTAL ASSETS                                                       378,966,726
                                                                --------------
LIABILITIES
Payables:
   Investment Securities Purchased                                   5,986,800
   Fund Shares Repurchased                                           2,860,943
Accrued Distribution Expenses                                           72,782
Accrued Expenses and Other Payables                                     17,089
                                                                --------------
TOTAL LIABILITIES                                                    8,937,614
                                                                --------------
Net Assets at Value                                                370,029,112
                                                                ==============
NET ASSETS
Paid-in Capital*                                                   283,333,605
Accumulated Undistributed Net Investment Loss                          (6,379)
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign Currency
   Transactions                                                      6,717,889
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                    79,983,997
                                                                --------------
Net Assets at Value                                                370,029,112
                                                                ==============
Net Asset Value, Offering and Redemption
   Price per Share                                                       14.38
                                                                ==============

* The Fund has 600 million authorized shares of common stock, par value of $0.01
per share, of which 25,724,952 were outstanding at May 31, 1996.

See Notes to Financial Statements



<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Emerging Growth Fund
Statement of Operations
Year Ended May 31, 1996

INVESTMENT INCOME
INCOME
Dividends                                                             $420,221
Interest                                                             1,032,689
   Foreign Taxes Withheld                                              (2,713)
                                                                --------------
   TOTAL INCOME                                                      1,450,197
                                                                --------------
EXPENSES
Investment Advisory Fees                                             1,572,230
Distribution Expenses                                                  524,453
Transfer Agent Fees                                                    668,624
Administrative Fees                                                     41,467
Custodian Fees and Expenses                                             53,094
Directors' Fees and Expenses                                            17,809
Organization Expenses                                                    6,429
Professional Fees and Expenses                                          28,960
Registration Fees and Expenses                                          72,585
Reports to Shareholders                                                102,851
Other Expenses                                                          16,645
                                                                --------------
   TOTAL EXPENSES                                                    3,105,147
   Fees and Expenses Paid Indirectly                                  (30,209)
                                                                --------------
   NET EXPENSES                                                      3,074,938
                                                                --------------
NET INVESTMENT LOSS                                                (1,624,741)
                                                                --------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
   and Foreign Currency Transactions                                15,778,132
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     80,619,041
                                                                --------------
NET GAIN ON INVESTMENT SECURITIES                                   96,397,173
                                                                --------------
Net Increase in Net Assets from Operations                          94,772,432
                                                                ==============

See Notes to Financial Statements




<PAGE>

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

                                                                       Year Ended May 31
                                                               ------------      ------------
                                                                       1996              1995
<S>                                                           <C>               <C>          
OPERATIONS
Net Investment Income (Loss)                                   $(1,624,741)          $750,967
Net Realized Gain (Loss) on
   Investment Securities and
   Foreign Currency Transactions                                 15,778,132       (4,319,462)
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                                 80,619,041        10,422,490
                                                               ------------      ------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                                        94,772,432         6,853,995
                                                               ------------      ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                                     0         (735,435)
Net Realized Gain on Investment Securities                      (3,120,041)      (37,702,557)
                                                               ------------      ------------
TOTAL DISTRIBUTIONS                                             (3,120,041)      (38,437,992)
                                                               ------------      ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                   662,626,265       243,179,612
Reinvestment of Distributions                                     3,055,949        37,994,518
                                                               ------------      ------------
                                                                665,682,214       281,174,130
Amounts Paid for Repurchases of Shares                        (541,032,810)     (272,372,582)
                                                               ------------      ------------
NET INCREASE IN NET ASSETS FROM
   FUND SHARE TRANSACTIONS                                      124,649,404         8,801,548
                                                               ------------      ------------
Total Increase (Decrease) in Net Assets                         216,301,795      (22,782,449)
NET ASSETS
Beginning of Period                                             153,727,317       176,509,766
                                                               ------------      ------------
End of Period (Including Accumulated
   Undistributed Net Investment Income (Loss)
   of ($6,379) and $15,532, respectively)                       370,029,112       153,727,317
                                                               ============      ============

FUND SHARE TRANSACTIONS
Shares Sold                                                      55,676,741        22,648,812
Shares Issued from Reinvestment
   of Distributions                                                 261,428         4,141,671
                                                               ------------      ------------
                                                                 55,938,169        26,790,483
Shares Repurchased                                             (46,615,111)      (25,866,344)
                                                               ------------      ------------
Net Increase in Fund Shares                                       9,323,058           924,139
                                                               ============      ============
</TABLE>
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. (the "Fund"), was incorporated in Maryland and presently
consists of the Emerging Growth Fund. The investment objective of the Fund is to
seek  long-term  capital  growth.  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.  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 revenues 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 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 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 Fund's board of directors.
            Short-term   securities   are  stated  at   amortized   cost  (which
      approximates  market  value) if maturity is 60 days or less at the time of
      purchase, or market value if maturity is greater than 60 days.
B.    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 Fund is informed of the
      dividend if such information is obtained subsequent to the ex-dividend
      date.  Interest income, which may be comprised of stated coupon rate,
      market discount and original issue discount, is recorded on the accrual
      basis.  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  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.
            Net capital loss carryovers utilized in 1996 amounted to $1,667,321.
            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.


<PAGE>



            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.
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 foreign currency transactions, nontaxable
      dividends, net operating losses and expired capital loss carryforwards.
      For the year ended May 31, 1996, the Fund reclassified $1,602,830 from
      accumulated undistributed net realized gain on investment securities to
      accumulated undistributed net investment loss.
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.
F.    EXPENSES - Under an agreement  between the Fund and the Fund's  Custodian,
      agreed upon Custodian Fees and Expenses are reduced by credits  granted by
      the Custodian  from any  temporarily  uninvested  cash.  Similarly,  Other
      Expenses, which include Pricing Expenses, are reduced by credits earned by
      the Fund from security brokerage transactions under certain broker/service
      arrangements  with third  parties.  Such  credits are included in Fees and
      Expenses Paid Indirectly in the Statement of Operations.
            For the year ended May 31, 1996,  Fees and Expenses Paid  Indirectly
      consisted of $27,838  included in  Custodian  Fees and Expenses and $2,371
      included in Other Expenses.

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  of 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  received  a  transfer  agent  fee at an  annual  rate of  $14.00  per
shareholder  account, or per participant in an omnibus account through April 30,
1996. IFG may pay such fee for participants in omnibus accounts to affiliates or
third  parties.  The fee is paid monthly at one-twelfth of the annual fee and is
based upon the actual number of accounts in existence  during each month.  As of
May 1, 1996,  the transfer agent fee became $20.00 per  shareholder  account or,
where applicable per participant in an omnibus account,  per year, computed in a
manner similar to the previous fee.


<PAGE>



      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,  1996,  the Fund paid the  Distributor  $486,112  for  reimbursement  of
expenses incurred.
      IFG has voluntarily agreed, in some instances,  to absorb certain fees and
expenses incurred by the Fund.

NOTE 3 - PURCHASES  AND SALES OF INVESTMENT  SECURITIES.  For the year ended May
31, 1996,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $560,652,230 and $446,816,400, respectively.
      There were no purchases or sales of U.S.  Government securities.

NOTE 4 - APPRECIATION AND DEPRECIATION.  At May 31, 1996, the gross appreciation
of  securities  in which there was an excess of value over tax cost  amounted to
$84,125,459  and the gross  depreciation  of  securities  in which  there was an
excess  of  tax  cost  over  value  amounted  to  $4,231,021,  resulting  in net
appreciation of $79,894,438.

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.  As of July 1, 1996, benefits will be based on an annual
rate of 40% of the retainer fee at the time of retirement.
      Pension  expenses for the year ended May 31, 1996,  included in Directors'
Fees and Expenses in the Statement of Operations were $2,293.  Unfunded  accrued
pension costs of $6,097 and pension liability of $12,476 are included in Prepaid
Expenses  and Accrued  Expenses,  respectively,  in the  Statement of Assets and
Liabilities.

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



<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Emerging Growth Fund
Financial Highlights
 (For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
                                                                                                                     Period
                                                                                                                      Ended
                                                                                       Year Ended May 31             May 31
                                                                 ------------------------------------------------  --------
                                                                       1996        1995        1994        1993       1992^
<S>                                                               <C>          <C>         <C>         <C>        <C>   

PER SHARE DATA
Net Asset Value - Beginning of Period                                 $9.37      $11.40       $9.89       $7.55       $7.50
                                                                 ------------------------------------------------  --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                                         (0.06)        0.04      (0.01)      (0.04)      (0.02)
Net Gains on Securities
 (Both Realized and Unrealized)                                        5.25        0.46        1.53        2.38        0.07
                                                                 ------------------------------------------------  --------
Total from Investment Operations                                       5.19        0.50        1.52        2.34        0.05
                                                                 ------------------------------------------------  --------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                                   0.00        0.04        0.00        0.00        0.00
Distributions from Capital Gains                                       0.18        2.49        0.01        0.00        0.00
                                                                 ------------------------------------------------  --------
Total Distributions                                                    0.18        2.53        0.01        0.00        0.00
                                                                 ------------------------------------------------  --------
Net Asset Value - End of Period                                       14.38        9.37       11.40        9.89        7.55
                                                                 ================================================  ========

TOTAL RETURN                                                         55.78%       4.98%      15.34%      30.95%      0.68%*

RATIOS
Net Assets - End of Period ($000 Omitted)                          $370,029     153,727     176,510     103,029      25,579
Ratio of Expenses to Average Net Assets#                             1.48%@       1.49%       1.37%       1.54%      1.93%~
Ratio of Net Investment Income (Loss)
   to Average Net Assets#                                           (0.78%)       0.41%     (0.26%)     (0.70%)    (0.95%)~
Portfolio Turnover Rate                                                221%        228%        196%        153%        50%*

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

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

# Various  expenses  of the Fund were  voluntarily  absorbed by IFG for the year
ended 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%.

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

~ Annualized
</FN>
</TABLE>


<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 Emerging Growth Fund (constituting
INVESCO Emerging  Opportunity Funds, Inc.,  hereafter referred to as the "Fund")
at May 31,  1996,  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,  1996  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 21, 1996



<PAGE>


INVESCO FUNDS

To receive general information and prospectuses
on any of INVESCO's funds or retirement plans,
or to obtain current account or price information,
call toll-free:
1-800-525-8085

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

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

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

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



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