INVESCO EMERGING OPPORTUNITY FUNDS INC
497, 1998-06-02
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                    INVESCO EMERGING OPPORTUNITY FUNDS, INC.
                        INVESCO Small Company Growth Fund

                 Supplement to Prospected dated October 1, 1997
                         as Supplemented October 8, 1997

The section of the above  Fund's  Prospectus  entitled  "Essential  Information:
Organization and Management" is amended to (1) delete the second paragraph,  and
(2) substitute the following paragraph in its place:

     The  following  team of  individuals,  led by Timothy J.  Miller,  serve as
     portfolio managers of the Fund: Stacie Cowell,  C.F.A.;  Timothy J. Miller,
     C.F.A.; and Trent E. May, C.F.A. All have been co-portfolio managers of the
     Fund since February 1997 and Stacie Cowell has been lead portfolio  manager
     since June 1998. See "The Fund And Its Management."

The  section  of  the  above  Fund's  Prospectus  entitled  "The  Fund  And  Its
Management"  is  amended  to (1)  delete  the  third,  fourth,  fifth  and sixth
paragraphs, and (2) substitute the following paragraphs in their place:

     The Fund is managed  by  INVESCO's  Growth  Team which is led by Timothy J.
     Miller.  The  following  individuals  are  primarily  responsible  for  the
     day-to-day management of the Fund's portfolio of securities:

     Stacie Cowell, a Chartered  Financial Analyst,  has been the lead portfolio
     manager of the Fund since June 1998  (co-portfolio  manager since  February
     1997).  Ms.  Cowell is also lead  portfolio  manager of  INVESCO  VIF-Small
     Company Growth Fund. Ms. Cowell was previously a senior equity analyst with
     Founders  Asset  Management  and capital  markets and trading  analyst with
     Chase  Manhattan Bank in New York. Ms. Cowell  received a B.A. in Economics
     from Colgate University.

     Timothy J. Miller, a Chartered  Financial Analyst,  has been a co-portfolio
     manager  of the Fund  since  February  1997.  Mr.  Miller  is also the lead
     portfolio  manager of INVESCO Dynamics Fund and INVESCO  VIF-Dynamics  Fund
     and co-manages  INVESCO VIF-Small Company Growth Fund,  INVESCO Growth Fund
     and INVESCO  VIF-Growth Fund. Mr. Miller is also a senior vice president of
     INVESCO  Funds  Group,  Inc.  Mr.  Miller was  previously  an  analyst  and
     portfolio  manager with Mississippi  Valley Advisors from 1979 to 1992. Mr.
     Miller received an M.B.A.  from the University of Missouri-St.  Louis and a
     B.S.B.A. from St. Louis University.

     Trent E. May, a Chartered Financial Analyst,  has been co-portfolio manager
     of the Fund since February 1997. Mr. May is also the lead portfolio manager
     of INVESCO Growth Fund and INVESCO  VIF-Growth Fund and co-manages  INVESCO
     VIF-Small  Company Growth Fund. Mr. May is also a vice president of INVESCO
     Funds Group,  Inc. Mr. May began his investment career in 1991 and was most
     recently  senior  equity fund  manager/equity  analyst with Munder  Capital
     Management in Detroit.  Mr. May received an M.B.A. from Rollins College and
     a B.S. in Engineering from the Florida Institute of Technology.

The date of this Supplement is June 1, 1998.




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