INVESCO EMERGING OPPORTUNITY FUNDS INC
497, 1997-04-04
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                   INVESCO Emerging Opportunity Funds, Inc.
                        INVESCO Small Company Growth Fund
                   (formerly, INVESCO Emerging Growth Fund)

                Supplement to Prospectus dated October 1, 1996


      The  Section of the above  Fund's  Prospectus  entitled  "The Fund And Its
Management" is amended to (1) delete the last paragraph,  and (2) substitute the
following paragraph in its place:

            IFG is an indirect wholly owned  subsidiary of AMVESCO PLC.  AMVESCO
      PLC is a publicly-traded  holding company that,  through its subsidiaries,
      engages in the  business  of  investment  management  on an  international
      basis.  INVESCO PLC  changed its name to AMVESCO PLC on March 3, 1997,  as
      part of a merger  between a direct  subsidiary  of  INVESCO  PLC and A I M
      Management  Group  Inc.,  thus  creating  one of the  largest  independent
      investment  management  businesses  in the  world.  Subject  to  obtaining
      shareholder  approval at its regular Annual Shareholder Meeting, the board
      of directors of AMVESCO PLC has concluded  that the corporate  name should
      be changed to AMVESCAP PLC  effective  May 8, 1997.  IFG and INVESCO Trust
      will  continue  to  operate  under  their  existing  names.   AMVESCO  has
      approximately $165 billion in assets under management. IFG was established
      in 1932 and, as of May 31, 1996, managed 14 mutual funds, consisting of 39
      separate  portfolios,  with combined assets of approximately $13.3 billion
      on behalf of over 800,000  shareholders.  INVESCO Trust  (founded in 1969)
      served as adviser or sub-adviser to 45 investment portfolios as of May 31,
      1996,  including 27 portfolios in the INVESCO  group.  These 45 portfolios
      had aggregate assets of approximately $12.6 billion as of May 31, 1996. In
      addition, INVESCO Trust provides investment management services to private
      clients,  including  employee  benefit  plans  that may be  invested  in a
      collective trust sponsored by INVESCO Trust.

The date of this Supplement is March 31, 1997.


<PAGE>








                   INVESCO Emerging Opportunity Funds, Inc.

              Supplement to Statement of Additional Information
                              dated October 1, 1996

The Section of the above Fund's  Statement of  Additional  Information  entitled
"The Fund And Its  Management"  is  amended  to (1)  delete the fourth and fifth
paragraphs and (2) substitute the following new paragraphs in their place:

            INVESCO is an indirect  wholly  owned  subsidiary  of AMVESCO PLC, a
      publicly-traded  holding company that, through its subsidiaries engages in
      the business of investment  management on an international  basis. INVESCO
      PLC  changed  its name to AMVESCO PLC on March 3, 1997 as part of a merger
      between a direct  subsidiary  of INVESCO  PLC and A I M  Management  Group
      Inc., thus creating one of the largest independent  investment  management
      businesses  in the world with  approximately  $165 billion in assets under
      management.  Subject to  obtaining  shareholder  approval  at its  regular
      Annual  Shareholder  Meeting,  the board of  directors  of AMVESCO PLC has
      concluded  that the  corporate  name  should be  changed to  AMVESCAP  PLC
      effective May 8, 1997.  INVESCO was  established in 1932 and as of May 31,
      1996, managed 14 mutual funds,  consisting of 39 separate  portfolios,  on
      behalf of over 800,000  shareholders.  AMVESCO PLC's other North  American
      subsidiaries include the following:

            --INVESCO   Capital   Management,   Inc.  of   Atlanta,   Georgia,
      manages     institutional     investment     portfolios,      consisting
      primarily    of    discretionary     employee    benefit    plans    for
      corporations   and   state   and  local   governments,   and   endowment
      funds.    INVESCO    Capital    Management,    Inc.    is    the    sole
      shareholder   of  INVESCO   Services,   Inc.,   a   registered   broker-
      dealer   whose   primary   business  is  the   distribution   of  shares
      of two registered investment companies.

            --INVESCO    Management    &    Research,    Inc.    of    Boston,
      Massachusetts,     primarily     manages     pension    and    endowment
      accounts.

            --PRIMCO     Capital     Management,     Inc.    of    Louisville,
      Kentucky,   specializes   in   managing   stable   return   investments,
      principally on behalf of Section 401(k) retirement plans.



<PAGE>



            --INVESCO     Realty    Advisors    of    Dallas,     Texas,    is
      responsible   for   providing   advisory   services  in  the  U.S.  real
      estate   markets   for  AMVESCO   PLC's   clients   worldwide.   Clients
      include   corporate   pension   plans  and  public   pension   funds  as
      well as endowment and foundation accounts.

            --A   I   M   Advisors,    Inc.   of   Houston,   Texas   provides
      investment    advisory   and   administrative    services   for   retail
      and institutional mutual funds.

            --A I M  Capital  Management,  Inc.  of  Houston,  Texas  provides
      investment advisory services to individuals,  corporations,  pension plans
      and  other  private  investment  advisory  accounts  and also  serves as a
      sub-advisor to certain retail and institutional mutual funds, one Canadian
      mutual fund and one portfolio of an open-end registered investment company
      that is offered to separate accounts of variable insurance companies.

            --A  I  M   Distributors,   Inc.  and  Fund   Management   Company
      of   Houston,   Texas  are   registered   broker-dealers   that  act  as
      the    principal    underwriters    for   retail    and    institutional
      mutual funds.

            The  corporate  headquarters  of  AMVESCO  PLC  are  located  at  11
      Devonshire Square, London, EC2M 4YR, England.

This supplement is dated March 31, 1997.








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