INVESCO EMERGING OPPORTUNITY FUNDS INC
N-30D, 1998-07-27
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Annual Report

May 31, 1998

INVESCO
SMALL COMPANY
GROWTH FUND

You should know what INVESCO knows (TM).

INVESCO FUNDS


<PAGE>



MarketOverview                                                        June 1998 
     The market's strength  continues to surprise even the most bullish pundits.
Since the economic  recession in 1990,  equity  prices in the U.S. have advanced
with limited interruptions.  From a historical perspective, this is the greatest
bull market of all time.  Exemplifying  the underlying  strength of this market,
the Dow Jones  Industrial  Average2 (an unmanaged  index composed of 30 domestic
large-capitalization  stocks) reached these historic milestones on the following
dates:
      o 1000 on November 14, 1972
      o 2000 on January 8, 1987
      o 3000 on April 17, 1991 
      o 4000 on February  23, 1995 
      o 5000 on November  21, 1995 
      o 6000 on October 14, 1996 
      o 7000 on February  13, 1997
      o 8000 on July 16, 1997 
      o 9000 on April 6, 1998
      Notice that it took the Dow  approximately 15 years to double from 1000 to
2000,  eight years to double  from 2000 to 4000,  and a little over two years to
double from 4000 to 8000.  The  phenomenal  bull market of the 1990s has created
more  financial  wealth than at any other time in history.  Nonetheless,  equity
markets do go up and down, and it is highly  unusual for stocks to  consistently
produce  returns of 20% to 30% annually.  Instead,  history has shown that stock
indexes average  between 10% to 12% over longer time periods,  and investors may
need to adjust their expectations accordingly.
      Equity  markets  produced  astonishingly  strong  returns  in the last six
months,  although day-to-day  volatility was extreme.  Since the Asian financial
crisis led to a  correction  in the fall of 1997,  many  domestic  indexes  have
advanced by more than 20%.  Although  the crisis  increased  negative  sentiment
about the future direction of the economy and the market,  it has done little to
affect  either  so  far.  Domestic  economic  growth  continues  to  exceed  its
historical  average of 2% to 3%, yet we see no signs of inflation on the horizon
- -- an oxymoron in economic  textbooks.  (Historically,  strong  economic  growth
increases the demand for labor,  which leads to increased  wages and  eventually
inflation.) In fact, both consumer and producer prices remain stable and in many
cases are declining.

                               Small Company Growth Fund
                            Average Annualized Total Return
                                   as of 5/31/98 (1)

                            1 year                   22.65%
                            -------------------------------
                            5 years                  16.54%
                            -------------------------------
                            Since inception (12/91)  17.39%
                            -------------------------------


<PAGE>



Graph:
      This line  graph  compares  the value of a $10,000  investment  in INVESCO
      Small  Company  Growth  Fund to the value of a $10,000  investment  in the
      Russell 2000 Index,  assuming in each case  reinvestment  of all dividends
      and capital  gain  distributions,  for the period from  inception  (12/91)
      through 5/31/98.

     Understandably, consumer confidence is at its highest level in more than 27
years.  Real wages are increasing  and intense global  competition is decreasing
retail prices for many consumer goods.  Plus, the chronic budget deficit,  which
has plagued the government for the last 18 years, might become a surplus in 1998
- -- thus improving the chances for a tax cut for many Americans.
     At  present,  the  economy  is in what some call a "sweet  spot," as benign
inflation,   strong  economic  growth,   and  low  unemployment  have  increased
consumers'  confidence and  willingness  to spend money.  The key to maintaining
this environment will be continued gains in worker productivity and low interest
rates. A decrease in productivity may lead to a slowdown in corporate  earnings,
which  has been  one of the  underlying  fundamentals  of the  bull  market.  In
addition, a significant increase in interest rates could slow the rate of growth
in the  economy,  and most likely  reduce the  price-to-earnings  multiple  that
investors  are willing to pay for equity  securities.  Meanwhile,  the technical
underpinnings  needed to support a buoyant  equity  market,  namely a strong and
healthy economy, remain intact.
     The line  graph  above  illustrates  the value of a $10,000  investment  in
INVESCO Small Company Growth Fund,  plus  reinvested  dividends and capital gain
distributions,  from inception through 5/31/98. The chart and other total return
figures cited reflect the fund's operating expenses, but the index does not have
expenses,  which would, of course, have lowered its  performance.(1)(2)

INVESCO Small Company
Growth Fund

      For the one-year  period ended 5/31/98,  INVESCO Small Company Growth Fund
had a total  return of 22.65%.  During the same  period,  the Russell 2000 had a
total  return of 21.24%.  (Of course,  past  performance  is not a guarantee  of
future results.)(1),(2)

Strategic Summary

      Although fund returns were strong by historical  measures  during the last
year, we continue to witness the underperformance of small-capitalization stocks
compared to large-cap issues -- maintaining a trend  established  three and half
years ago. This  situation may persist until  investors  become less  infatuated



<PAGE>


with liquidity,  and focus more on stocks that are inexpensive  relative to
their growth rates.  When this happens,  we may enter a prolonged period of time
in which small-cap stocks significantly outperform large-caps.
      During the last year, we have focused on the fastest-growing  companies in
the  small-cap  market.  Our growth  strategy has skewed the  portfolio  towards
consumer  cyclical,  finance,  health care,  and technology  companies.  We have
avoided  firms  that  derive  a  significant   portion  of  their  revenue  from
Asian/Pacific  Rim  economies.  Some of the strongest  returns for the fund were
produced by stocks from retailers and outsourcing vendors.
      Retailers  continue to benefit from  strength in the domestic  economy and
increasing  real wages for  consumers.  Stage Stores remains one of our favorite
investments in this industry. A retail merchandiser, Stage Stores specializes in
smaller markets.  This firm is experiencing  accelerating  revenues and earnings
and is well-positioned among its competitors.
      The fund also benefited from its exposure to outsourcing  vendors over the
last 12  months,  an area  which will  continue  to be a  dominant  theme in the
portfolio. As firms focus on becoming more efficient and profitable, outsourcing
non-critical  operations  to outside  vendors has increased in  popularity.  Two
particularly  attractive  companies  in this  industry  are NCO Group and Profit
Recovery Group International.
      NCO Group  specializes  in  accounts  receivable  management  and  related
services  for  various  industries,  including  financial  services,  retail and
commercial,  health  care,  and  telecommunications.  The  firm is  growing  its
revenues  in  excess of 25% per year,  and is  active in both  acquisitions  and
growing its client base. And Profit Recovery Group  International  has created a
unique niche in the marketplace by specializing in recovery auditory services to
large  retailers,  wholesale  distributors,  health care  providers,  government
agencies and others -- Wal-Mart stores is one of its largest  customers.  Profit
Recovery Group International is experiencing strong growth both domestically and
internationally, and is enjoying improving margins.

Looking Forward

      The underlying  fundamentals for small-cap  stocks remain  positive,  with
many stocks selling at low valuation  levels compared to their long-term  growth
prospects.  Investors  should remember that patience is essential when investing
in  small-caps,  as they may go through  extended  periods  of  underperformance
before they outperform large-cap stocks.

Graph:
      This graph reflects the diversification of the Small Company Growth Fund
      by value  of  total  net  assets  in  basic  materials, capital  goods,
      communication services,  consumer cyclicals,  consumer staples,  energy, 
      finance,  health  care,  technology,  transportation  and  cash &  cash 
      equivalents  as  of  May 31, 1997, November 30, 1997  and  May 31, 1998.




<PAGE>



Fund Management

      Stacie L.  Cowell was named  lead  manager of the fund as of June 1, 1998,
after  serving as  co-manager  since 1997.  She earned her BA in Economics  from
Colgate  University  and is a  Chartered  Financial  Analyst.  Prior to  joining
INVESCO,  Stacie was a senior equities  analyst with Founders Asset  Management,
and a capital  markets and trading  analyst with Chase  Manhattan  Bank.  She is
assisted by co-managers Timothy J. Miller and Trent E. May.
      Tim, a senior vice president,  heads up INVESCO's growth  investment team.
He received his MBA from the  University of Missouri,  and a BSBA from St. Louis
University.  A 19-year  veteran of the  investment  business,  he is a Chartered
Financial  Analyst.  Before  joining  INVESCO in 1992,  Tim was an  analyst  and
portfolio manager with Mississippi Valley Advisors.
      Trent,  a vice  president,  received a BS from the  Florida  Institute  of
Technology and a MBA from Rollins College. Before joining INVESCO in 1996, Trent
was a senior equity manager/equity analyst with Munder Capital Management. He is
a Chartered Financial Analyst.

(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 Russell 2000 is an unmanaged index  indicative of  smaller-capitalization
stocks.  The Dow Jones  Industrial  Average is an unmanaged index which reflects
performance of large-capitalization stocks.



<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Small Company Growth Fund
Ten Largest Common Stock Holdings
May 31, 1998

Description                                                             Value
- --------------------------------------------------------------------------------
Simac Techniek NV                                                   $  6,159,551
Proffitt's Inc                                                         4,160,500
Gilat Satellite Networks Ltd                                           3,921,750
Aeroflex Inc                                                           3,919,500
Trans World Entertainment                                              3,865,375
Safeguard Scientifics                                                  3,660,313
Stolt Comex Seaway SA                                                  3,333,750
Mercury General                                                        3,267,200
Alternative Resources                                                  3,260,000
Daisytek International                                                 3,248,190

Composition of holdings is subject to change.
                            
                   ---------------------------------------

INVESCO Emerging Opportunity Funds, Inc. --
Small Company Growth Fund
Statement of Investment Securities
May 31,1998
- --------------------------------------------------------------------------------
                                                Shares or
                                                Principal
Description                                     Amount                  Value
- --------------------------------------------------------------------------------
COMMON STOCKS 87.21%
AEROSPACE & DEFENSE 1.39%
Aeroflex Inc*                                   348,400             $  3,919,500
                                                                    ------------
AIR FREIGHT   1.04%
Eagle USA Airfreight*                            90,000                2,930,625
                                                                    ------------
AUTO PARTS   1.80%
CSK Auto*                                        94,700                2,545,062
O'Reilly Automotive*                             78,000                2,535,000
                                                                    ------------
                                                                       5,080,062
                                                                    ------------
BIOTECHNOLOGY   0.45%
TRANSGENE SA Sponsored ADR
   Representing 1/3 Shr*                         70,000                1,260,000
                                                                    ------------
BUILDING MATERIALS   0.99%
Advanced Lighting Technologies*                 111,000                2,788,875
                                                                    ------------
COMMUNICATIONS --
  EQUIPMENT & MANUFACTURING 5.86%
Aspect Telecommunications*                       80,000                2,065,000
Davox Corp*                                      81,000                1,488,375
GeoTel Communications*                           61,800                1,680,188
Gilat Satellite Networks Ltd*                   126,000                3,921,750
Natural Microsystems*                            67,600                1,447,063
NICE-Systems Ltd Sponsored ADR
  Representing Ord Shrs*                         75,000                2,737,500
Premisys Communications*                         67,000                1,668,721
REMEC Inc*                                      104,150                1,497,156
                                                                    ------------
                                                                      16,505,753
                                                                    ------------


<PAGE>


COMPUTER RELATED   8.10%
AXENT Technologies*                             102,000                2,511,750
Aspen Technology*                                38,000                1,692,188
BEA Systems*                                     95,000                1,905,937
CBT Group PLC Sponsored ADR
  Representing1/2Ord Shr*                        33,800                1,681,550
Datastream Systems*                             112,000                2,380,000
Evolving Systems*                                28,800                  532,800
Mobius Management Systems*                      140,000                1,977,500
Peerless Systems*                                80,000                1,450,000
Peregrine Systems*                               98,800                2,037,750
QuadraMed Corp*                                 122,000                2,935,625
Saville Systems PLC Sponsored
  ADR Representing Ord Shrs*                     45,000                1,797,188
Wind River Systems*                              57,275                1,897,234
                                                                    ------------
                                                                      22,799,522
                                                                    ------------
CONTAINERS   1.12%
Ivex Packaging*                                 136,300                3,160,456
                                                                    ------------
DISTRIBUTION   2.18%
Daisytek International*                         127,380                3,248,190
Weider Nutrition International                  185,000                2,879,063
                                                                    ------------
                                                                       6,127,253
                                                                    ------------
ELECTRICAL EQUIPMENT   1.15%
Moog Inc Class A*                                82,800                3,239,550
                                                                    ------------
ELECTRONICS   4.87%
Aehr Test Systems*                              200,000                1,212,500
Cerprobe Corp*                                  124,000                1,627,500
General Scanning*                               100,000                1,512,500
Level One Communications*                        58,000                1,547,875
SanDisk Corp*                                   102,500                1,652,813
Simac Techniek NV                                30,000                6,159,551
                                                                    ------------
                                                                      13,712,739
                                                                    ------------
ELECTRONICS --
  SEMICONDUCTOR   3.62%
Altron Inc*                                     140,000                1,548,750
Applied Micro Circuits*                          42,500                  956,250
Flextronics International Ltd*                   40,000                1,585,000
QLogic Corp*                                     40,700                1,648,350
SIPEX Corp*                                     100,000                2,175,000
Unitrode Corp*                                   66,400                  867,350
VLSI Technology*                                 92,000                1,426,000
                                                                    ------------
                                                                      10,206,700
                                                                    ------------
<PAGE>




ENGINEERING & CONSTRUCTION   0.73%
Willbros Group*                                 124,000                2,069,250
                                                                    ------------
ENTERTAINMENT   0.63%
SFX Entertainment Class A*                       40,000                1,770,000
                                                                    ------------
EQUIPMENT --  SEMICONDUCTOR   0.63%
American Xtal Technology*                        25,000                  278,125
ARM Holdings PLC Sponsored ADR
  Representing 3 Ord Shrs*                       13,500                  479,250
Broadcom Corp Class A*                           20,000                1,022,500
                                                                    ------------
                                                                       1,779,875
                                                                    ------------
FINANCIAL   1.08%
AMRESCO Inc*                                     90,000                3,037,500
                                                                    ------------
HEALTH CARE RELATED   4.09%
AmeriPath Inc*                                  105,000                1,509,375
Capital Senior Living*                          187,800                2,429,662
HealthCare Financial Partners*                   40,000                1,965,000
Osteotech Inc*                                  158,000                2,923,000
Sunrise Assisted Living*                         89,000                2,681,125
                                                                    ------------
                                                                      11,508,162
                                                                    ------------
INSURANCE   3.55%
Annuity & Life Re Holdings Ltd*                  68,500                1,562,656
HCC Insurance Holdings                          141,200                3,018,150
Mercury General                                  51,200                3,267,200
Orion Capital                                    38,200                2,151,138
                                                                    ------------
                                                                       9,999,144
                                                                    ------------
LEISURE TIME   1.62%
Bally Total Fitness Holdings*                    55,000                1,773,750
Intrawest Corp                                  140,000                2,773,750
                                                                    ------------
                                                                       4,547,500
                                                                    ------------



<PAGE>

LODGING  -- HOTELS   0.73%
Prime Hospitality*                              114,400                2,052,050
                                                                    ------------
OIL & GAS RELATED   6.62%
EEX Corp*                                       215,000                2,123,125
Key Energy Group*                               170,000                2,794,375
Newfield Exploration*                           138,300                3,094,463
Patterson Energy*                                96,000                1,074,000
Petsec Energy Ltd Sponsored ADR
  Representing 5 Ord Shrs*                      155,000                2,615,625
Precision Drilling*                             118,000                2,463,250
Rowan Cos*                                       45,000                1,150,313
Stolt Comex Seaway SA*                          105,000                3,333,750
                                                                    ------------
                                                                      18,648,901
                                                                    ------------
PERSONAL CARE   2.75%
Helen of Troy Ltd*                              114,000                2,180,250
Ocular Sciences*                                 96,000                2,820,000
Playtex Products*                               190,000                2,731,250
                                                                    ------------
                                                                       7,731,500
                                                                    ------------
PHOTOGRAPHY & IMAGING   0.73%
Zomax Optical Media*                            119,375                2,044,297
                                                                    ------------
POLLUTION CONTROL   1.58%
Allied Waste Industries*                         61,000                1,616,500
TETRA Technologies*                             130,000                2,835,625
                                                                    ------------
                                                                       4,452,125
                                                                    ------------
PUBLISHING   0.77%
Petersen Cos Class A*                            88,000                2,167,000
                                                                    ------------
REAL ESTATE INVESTMENT TRUST   1.91%
CRIIMI MAE                                      165,000                2,516,250
FelCor Suite Hotels                             83,000                 2,858,313
                                                                    ------------
                                                                       5,374,563
                                                                    ------------
RETAIL   7.38%
Cost Plus*                                       80,000                2,370,000
Duane Reade*                                    105,000                2,657,812
Men's Wearhouse*                                 40,000                1,705,000
PETsMART Inc*                                   256,000                2,528,000
Proffitt's Inc*                                 106,000                4,160,500


<PAGE>



Stage Stores*                                    44,000                2,051,500
Trans World Entertainment*                      107,000                3,865,375
Wild Oats Markets*                               50,000                1,437,500
                                                                    ------------
                                                                      20,775,687
                                                                    ------------
SAVINGS & LOAN   0.87%
FirstFed Financial*                              50,000                2,453,125
                                                                    ------------
SERVICES   14.24%
ACNielsen Corp*                                  85,000                2,194,062
AHL Services*                                    44,525                1,441,497
Alternative Resources*                          160,000                3,260,000
Atlantic Data Services*                         142,500                1,870,312
Caliber Learning Network*                        50,000                  825,000
Charles River Associates*                        15,000                  380,625
Concord EFS*                                     70,500                2,247,187
Cotelligent Group*                               99,200                1,996,400
Diamond Technology Partners*                    116,600                2,710,950
Harbinger Corp*                                  75,000                1,746,094
INSpire Insurance Solutions*                     48,825                1,595,967
Integrated Electrical Services*                  82,000                1,660,500
Interim Services*                                93,200                2,708,625
Labor Ready*                                     60,700                2,052,419
NCO Group*                                       78,800                1,758,225
NCS HealthCare Class A*                          98,000                2,829,750
Profit Recovery Group International*            112,200                2,748,900
Provant Inc*                                     20,000                  397,500
Renaissance Worldwide*                          106,000                1,994,125
Safeguard Scientifics*                           85,000                3,660,313
                                                                    ------------
                                                                      40,078,451
                                                                    ------------
TELECOMMUNICATIONS --
  CELLULAR & WIRELESS   1.47%
Brightpoint Inc*                                150,000                2,371,875
Microcell Telecommunications
  Class B*                                      219,500                1,756,000
                                                                    ------------
                                                                       4,127,875
                                                                    ------------
TELECOMMUNICATIONS --
  LONG DISTANCE   1.51%
ICG Communications*                              85,000                2,571,250
IDT Corp*                                        65,000                1,694,063
                                                                    ------------
                                                                       4,265,313
                                                                    ------------
                                                                    


<PAGE>



                                                                    
TEXTILE -- APPAREL
  MANUFACTURING   1.75%
Quiksilver Inc*                                  96,000                1,830,000
WestPoint Stevens*                               95,000                3,111,250
                                                                    ------------
                                                                       4,941,250
                                                                    ------------
TOTAL COMMON STOCKS
  (Cost $232,080,879)                                                245,554,603
                                                                    ------------
SHORT-TERM INVESTMENTS --
  REPURCHASE AGREEMENTS   12.79%
Repurchase  Agreement with State 
  Street dated  5/29/1998 
  due 6/1/1998 at 5.510%,
  repurchased at $36,026,535
  (Collateralized by US Treasury
  Bonds due 8/15/2019
  at 8.125%, value $36,794,897)
  (Cost $36,010,000)                      $  36,010,000           $   36,010,000
                                                                  --------------
TOTAL INVESTMENT
  SECURITIES AT VALUE   100.00%
  (Cost $268,090,879)
  (Cost for Income Tax Purposes
  $268,318,606)                                                  $   281,564,603
                                                                 ===============

*  Security is non-income producing.

See Notes to Financial Statements




<PAGE>



INVESCO Emerging Opportunity Funds, Inc.--
Small Company Growth Fund
Statement of Assets and Liabilities
May 31, 1998

ASSETS
Investment Securities at Value~
  (Cost $268,090,879)~                                           $   281,564,603
Receivables:
  Investment Securities Sold                                           1,498,610
  Fund Shares Sold                                                       297,007
  Dividends and Interest                                                  36,164
Prepaid Expenses and Other Assets                                         51,862
                                                                 ---------------
TOTAL ASSETS                                                         283,448,246
                                                                 ---------------
LIABILITIES
Payables:
  Custodian                                                                5,549
  Investment Securities Purchased                                      7,021,258
  Fund Shares Repurchased                                              3,707,800
Accrued Distribution Expenses                                             61,193
Accrued Expenses and Other Payables                                       33,755
                                                                 ---------------
TOTAL LIABILITIES                                                     10,829,555
                                                                 ---------------
Net Assets at Value                                              $   272,618,691
                                                                 ===============
NET ASSETS
Paid-in Capital*                                                     232,548,544
Accumulated Undistributed Net Investment Loss                           (15,689)
Accumulated Undistributed Net Realized Gain on
  Investment Securities and Foreign Currency
   Transactions                                                       26,612,101
Net Appreciation of Investment Securities and
  Foreign Currency Transactions                                       13,473,735
                                                                 ---------------
Net Assets at Value                                              $   272,618,691
                                                                 ===============
Net Asset Value, Offering and Redemption
  Price per Share                                                      $   11.90
                                                                       =========

~  Investment  securities at cost and value at May 31, 1998 include a repurchase
   agreement of $36,010,000.

*  The Fund has 600  million  authorized  shares of common  stock,  par value of
   $0.01 per share, of which 22,909,036 were outstanding at May 31, 1998.

See Notes to Financial Statements




<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Small Company Growth Fund
Statement of Operations
Year Ended May 31, 1998

INVESTMENT INCOME
INCOME
Dividends                                                        $       664,572
Interest                                                               2,607,435
  Foreign Taxes Withheld                                                 (5,318)
                                                                 ---------------
  TOTAL INCOME                                                         3,266,689
                                                                 ---------------
EXPENSES
Investment Advisory Fees                                               2,334,680
Distribution Expenses                                                    778,948
Transfer Agent Fees                                                    1,090,224
Administrative Fees                                                       56,738
Custodian Fees and Expenses                                               63,733
Directors' Fees and Expenses                                              27,366
Professional Fees and Expenses                                            32,184
Registration Fees and Expenses                                           112,921
Reports to Shareholders                                                   83,424
Other Expenses                                                            22,724
                                                                 ---------------
  TOTAL EXPENSES                                                       4,602,942
  Fees and Expenses Paid Indirectly                                     (27,067)
                                                                 ---------------
     NET EXPENSES                                                      4,575,875
                                                                 ---------------
NET INVESTMENT LOSS                                                  (1,309,186)
                                                                 ---------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions                                   74,467,963
Change in Net Appreciation of Investment
  Securities and Foreign Currency Transactions                      (10,293,630)
                                                                 ---------------
NET GAIN ON INVESTMENT SECURITIES                                     64,174,333
                                                                 ---------------
Net Increase in Net Assets from Operations                       $    62,865,147
                                                                 ===============

See Notes to Financial Statements



<PAGE>



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

                                                     Year Ended May 31
                                           -------------------------------------
                                                 1998                   1997
                        
OPERATIONS
Net Investment Loss                        $  (1,309,186)          $ (1,478,757)
Net Realized Gain on
  Investment Securities and
  Foreign Currency Transactions               74,467,963             29,515,644
Change in Net Appreciation of
  Investment Securities and
  Foreign Currency Transactions              (10,293,630)           (56,216,632)
                                             ------------           ------------
NET INCREASE (DECREASE)
  IN NET ASSETS FROM
  OPERATIONS                                  62,865,147            (28,179,745)
                                             ------------           ------------
DISTRIBUTIONS TO
  SHAREHOLDERS FROM
  NET REALIZED GAIN ON
  INVESTMENT SECURITIES
  AND FOREIGN CURRENCY
  TRANSACTIONS                               (70,523,447)           (10,787,315)
                                            ------------            ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                517,944,195            588,003,670
Reinvestment of Distributions                 68,478,048             10,519,533
                                            ------------           ------------
                                             586,422,243            598,523,203
Amounts Paid for Repurchases
  of Shares                                 (600,416,027)          (635,314,480)
NET DECREASE IN NET
  ASSETS FROM FUND
  SHARE TRANSACTIONS                         (13,993,784)           (36,791,277)
                                            ------------            ------------
Total Decrease in Net Assets                 (21,652,084)           (75,758,337)
NET ASSETS
Beginning of Period                          294,270,775            370,029,112
                                            ------------            ------------
End of Period (Including
  Accumulated Undistributed
  Net Investment Loss of
  $15,689 and $9,857,
  respectively)                           $  272,618,691         $  294,270,775
                                          ==============          =============

                       ------------------------------------------
<PAGE>



  

FUND SHARE TRANSACTIONS
Shares Sold                                   38,262,375             46,136,498
Shares Issued from Reinvestment
  of Distributions                             6,425,767                836,877
                                            ------------           ------------
                                              44,688,142             46,973,375
Shares Repurchased                           (44,729,581)           (49,747,852)
                                          --------------           ------------
Net Decrease in Fund Shares                      (41,439)            (2,774,477)
                                           =============          =============

See Notes to Financial Statements




<PAGE>



INVESCO Emerging  Opportunity  Funds, Inc. -- Small Company Growth Fund 
Notes to Financial  Statements 
NOTE 1 --  ORGANIZATION  AND SIGNIFICANT  ACCOUNTING
POLICIES.  INVESCO Emerging  Opportunity Funds, Inc. is incorporated in Maryland
and presently consists of Small Company Growth Fund (the "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 income and expenses during the reporting period.  Actual
results could differ from those  estimates. 
A. SECURITY  VALUATION -- Equity securities traded on national securities
   exchanges  or in the  over-the-counter  market  are  valued at the last sales
   price in the market where such securities are primarily traded. If last sales
   prices are not available,  securities  are valued at the highest  closing bid
   price obtained from one or more dealers  making a market for such  securities
   or by a pricing service approved by the 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
   under procedures established 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.
     Assets  and  liabilities   initially  expressed  in  terms  of  foreign
   currencies are translated into U.S. dollars at the prevailing market rates
   as quoted by one or more banks or dealers  on the date of  valuation.  The
   cost of  securities  is  translated  into  U.S.  dollars  at the  rates of
   exchange prevailing when such securities are acquired. Income and expenses
   are translated into U.S. dollars at the rates of exchange  prevailing when
   accrued.
B. REPURCHASE AGREEMENTS -- Repurchase agreements held by the Fund are fully
   collateralized by U.S. Government securities and such collateral is in the
   possession of the Fund's custodian. The collateral is evaluated daily to
   ensure its market value exceeds the current market value of the repurchase
   agreements  including  accrued  interest.  In  the  event  of default on the


<PAGE>



   obligation to repurchase,  the Fund has the right to liquidate the collateral
   and apply the proceeds in  satisfaction  of the  obligation.  In the event of
   default or bankruptcy by the other party to the agreement, realization and/or
   retention of the collateral or proceeds may be subject to legal proceedings.
C. SECURITY   TRANSACTIONS   AND   RELATED   INVESTMENT   INCOME --   Security
   transactions  are  accounted  for on the trade  date and  dividend  income is
   recorded on the ex dividend date.  Certain dividends from foreign  securities
   will be  recorded  as soon as the 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, original issue
   discount and amortized  premium,  is recorded on the accrual  basis.  Cost is
   determined on the specific identification basis.
     The Fund may  have  elements  of risk  due to  investments  in  foreign
   issuers  located in a  specific  country.  Such  foreign  investments  may
   subject the Fund to additional  risks  resulting from future  political or
   economic  conditions  and/or  possible   impositions  of  adverse  foreign
   governmental  laws or currency  exchange  restrictions.  Net  realized and
   unrealized gain or loss from investment  securities includes  fluctuations
   from currency exchange rates and fluctuations in market value.
     The Fund's use of short-term  forward  foreign  currency  contracts may
   subject  it to certain  risks as a result of  unanticipated  movements  in
   foreign exchange rates. The Fund does not hold short-term  forward foreign
   currency  contracts  for  trading  purposes.  The Fund  may  hold  foreign
   currency in anticipation of settling foreign security transactions and not
   for investment purposes.
D. 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.
     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.
     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.
E. 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,


<PAGE>



   net operating  losses and expired  capital loss  carryforwards.  For the year
   ended  May 31,  1998,  the  Fund  reclassified  $1,303,354  from  accumulated
   undistributed  net realized  gain on  investment  securities  to  accumulated
   undistributed  net investment  income.  Net investment  income,  net realized
   gains and net assets were not affected.
F. FORWARD  FOREIGN  CURRENCY  CONTRACTS  -- The Fund enters into  short-term
   forward foreign  currency  contracts in connection with planned  purchases or
   sales of securities as a hedge against fluctuations in foreign exchange rates
   pending the  settlement  of  transactions  in foreign  securities.  A forward
   foreign  currency  contract is an agreement  between  contracting  parties to
   exchange  an amount of  currency  at some future time at an agreed upon rate.
   These contracts are  marked-to-market  daily and the related  appreciation or
   depreciation  of the  contracts is  presented in the  Statement of Assets and
   Liabilities.
G. EXPENSES -- 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,  Transfer Agent
   Fees 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,  1998,  Fees and  Expenses  Paid  Indirectly
   consisted of $26,918 and $149 included in Custodian  Fees and Expenses and
   Transfer Agent Fees, respectively.
NOTE 2 -- INVESTMENT ADVISORY AND OTHER AGREEMENTS. INVESCO Funds Group, Inc.
("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 were made by ITC.  Fees for such  sub-advisory  services  were paid by IFG.
Effective February 4, 1998, such responsibilities were transferred to 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 $20.00 per shareholder
account, or, where applicable,  per participant in an omnibus account, per year.
IFG may pay such fee for participants in omnibus accounts to affiliates or third
parties.  The fee is paid monthly at  one-twelfth of the annual fee and is based
upon the actual number of accounts in existence during each month.
   


<PAGE>


    A plan of distribution pursuant to Rule 12b-1 of the Act provides for
compensation   of   marketing   and   advertising   expenditures   to  IFG  (the
"Distributor") to a maximum of 0.25% of annual average net assets.  For the year
ended May 31, 1998,  the Fund paid the  Distributor  $773,059  under the plan of
distribution. Effective September 29, 1997, INVESCO Distributors, Inc., a wholly
owned subsidiary of IFG, replaced IFG as Distributor.
   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,  1998,  the  aggregate  cost of  purchases  and  proceeds  from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were $419,074,956 and $478,726,240, respectively. There were no 
purchases or sales of U.S. Government securities.
NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At May  31,  1998,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $37,333,852 and the gross  depreciation of securities in which there
was an excess of tax cost over value amounted to  $24,087,855,  resulting in net
appreciation of $13,245,997.
NOTE 5 -- TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG, IDI or ITC.
  The Fund has adopted an unfunded  deferred  compensation  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 of 40% of the  retainer  fee at the time of
retirement.  As of July 1, 1998, benefits will be based on an annual rate of 50%
of the sum of the retainer fee at the time of retirement plus the annual meeting
fee.
   Pension expenses for the year ended May 31, 1998, included in Directors' Fees
and  Expenses in the  Statement of  Operations  were  $5,834.  Unfunded  accrued
pension  costs of $13,659  and  pension  liability  of $29,348  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.  At May 31, 1998,
there were no such borrowings.




<PAGE>



INVESCO Emerging Opportunity Funds, Inc. --
Small Company Growth Fund
Financial Highlights
 (For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>


                                                                                Year Ended May 31
                                                           ------------------------------------------------------
                                                             1998        1997        1996        1995        1994
<S>                                                      <C>          <C>         <C>         <C>        <C>  

PER SHARE DATA
Net Asset Value -- Beginning of Period                     $12.82      $14.38      $ 9.37      $11.40      $ 9.89
                                                           ------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                                (0.06)      (0.07)      (0.06)       0.04       (0.01)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                             2.56       (0.96)       5.25        0.46        1.53
                                                          --------- ---------------------------------------------
Total from Investment Operations                             2.50       (1.03)       5.19        0.50        1.52
                                                          -------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                         0.00        0.00        0.00        0.04        0.00
Distributions from Capital Gains                             3.42        0.53        0.18        2.49        0.01
                                                          -------------------------------------------------------
Total Distributions                                          3.42        0.53        0.18        2.53        0.01
                                                          -------------------------------------------------------
Net Asset Value -- End of Period                           $11.90      $12.82      $14.38       $9.37      $11.40
                                                          =======================================================

TOTAL RETURN                                                22.65%      (7.08%)     55.78%       4.98%      15.34%

RATIOS
Net Assets -- End of Period ($000 Omitted)               $272,619    $294,259    $370,029    $153,727    $176,510
Ratio of Expenses to Average Net Assets#                     1.48%@      1.52%@      1.48%@      1.49%       1.37%

Ratio of Net Investment Income (Loss)
  to Average Net Assets#                                    (0.42%)     (0.55%)     (0.78%)      0.41%      (0.26%)
Portfolio Turnover Rate                                       158%        216%        221%        228%        196%

</TABLE>

#     Various  expenses  of the Fund were  voluntarily  absorbed  by IFG for the
      years  ended  May 31,  1997  and  1995.  If  such  expenses  had not  been
      voluntarily  absorbed,  ratio of expenses to average net assets would have
      been 1.54% and 1.52%,  respectively,  and ratio of net  investment  income
      (loss)  to  average  net  assets   would  have  been  (0.57%)  and  0.38%,
      respectively.


@     Ratio is based on Total  Expenses of the Fund,  less Expenses  Absorbed by
      Investment  Adviser,  if  applicable,  which is before any expense  offset
      arrangements.



<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 Small Company Growth
Fund (the sole portfolio  constituting INVESCO Emerging Opportunity Funds, Inc.,
hereafter  referred  to as the  "Fund")  at May 31,  1998,  the  results  of its
operations  for the year then  ended,  the changes in net assets for each of the
two years in the period then ended and the financial  highlights for each of the
five years in the period then  ended,  in  conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter  referred to as "financial  statements") are the responsibiity 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, 1998 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.


/s/ Price Waterhouse LLP
- ----------------------------
Price Waterhouse LLP

Denver, Colorado
June 30, 1998



<PAGE>


INVESCO FUNDS

INVESCO Distributors, Inc.,(SM)
Distributor
Post Office Box 173706
Denver, CO 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, 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 a current prospectus.









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