INVESCO EMERGING OPPORTUNITY FUNDS INC
N-30D, 1999-01-29
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Semiannual Report

November 30, 1998

INVESCO
Small Company
Growth Fund











             INVESCO

YOU SHOULD KNOW WHAT INVESCO KNOWS.(TM)



<PAGE>



Market Overview                                                    December 1998

     "It was the best of times,  it was the worst of times." For many investors,
the  opening of  Charles  Dickens' A Tale of Two  Cities  best  describes  their
investments in 1998. On the one hand,  investments in many large,  domestic blue
chip companies have performed well.  However,  for investors in emerging markets
and small-cap  stocks,  it has been a different story.
     This has been a year that  tested the  skills of even the most  experienced
investor, with the domestic equity markets reaching unprecedented heights in the
spring of '98, suffering a severe correction,  and then rallying again. But what
really changed in 1998?
      o Economy:  The  domestic  economy  continues  to expand  even though many
developing nations are enduring recessions. With U.S. unemployment at record low
levels and real wages accelerating,  consumers have been willing to spend. It is
important to remember that consumer  spending is responsible  for  approximately
two-thirds of Gross  Domestic  Product.  In addition,  lower  interest  rates on
mortgages  have enticed  homeowners to refinance,  increasing  their  disposable
income.
      o Interest rates: As the global  financial crisis  intensified  during the
last year, the threat of an overheating economy  diminished,  and interest rates
declined  significantly  -- with Treasury  yields reaching levels not seen since
the 1950s and 1960s.  In addition,  slowing  global  growth and a global  credit
crunch caused the Federal  Reserve Board to lower the Fed funds rate by 25 basis
points three times in a seven-week period in the fall of '98. This was the first
move by the Fed since it increased the Fed funds rate in the spring of '97. With
falling  commodity prices and benign  inflation,  the implied yield on a 30-year
Treasury has decreased about 0.75% since year-end 1997.
      o Corporate  Earnings:  The strong U.S. dollar,  intense price competition
worldwide,  and  slowing  global  economies  have  decreased  revenues  for many
multinationals,  squeezing corporate profits. Furthermore, increasing wages (due
to the tight labor market) are also putting pressure on profit margins,  and the
growth rate in corporate earnings has slowed.
      o  Market  Volatility:  The  last  four  years  have  been  rewarding  for
investors,  as domestic  equity  markets  produced  above-average  returns  with
limited  volatility.  However,  this year  volatility  returned to the  markets;
August 1998 marked the worst month for  equities  since  October  1987.  For the
long-term investor,  volatility is just part of the price of doing business when
investing in equities.
     


<PAGE>


     As we move into 1999,  the market  environment  for  domestic  equities has
changed to an extent; yet, in many respects, it remains similar to the last four
years. Low inflation,  declining  interest rates, and positive domestic economic
growth lend support to the underlying  fundamentals for equities.  Granted,  the
slowdown in many international  economies may retard growth here at home, but it
appears that our economy is strong enough to weather the storm.
     The U.S.  remains  the one global  economic  superpower.  Compared to many
international firms, domestic com-panies are highly efficient,  productive,  and
profitable.  The strong dollar and intense price competition  slowed the rate of
growth in earnings in 1998, but the earnings outlook for 1999 appears  brighter,
as many international  economies start to recover.  In addition,  equity markets
are  forward-looking  in nature  and seem to be telling us that the worst of the
global  financial  crisis may be over.  However,  investors  should  continue to
expect heavy  day-to-day  volatility in the equity markets and remain focused on
their long-term goals.
      The line graph on page 2 illustrates the value of a $10,000  investment in
INVESCO Small Company Growth Fund,  plus  reinvested  dividends and capital gain
distributions, from inception through 11/30/98. 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

                      INVESCO Small Company Growth Fund
                         Average Annual Total Return
                              as of 11/30/98(1)

                      1 year                      3.84%
                      ---------------------------------
                      5 years                    11.98%
                      ---------------------------------
                      Since inception (12/91)    15.74%
                      ---------------------------------

     For the six-month period ended 11/30/98,  INVESCO Small Company Growth Fund
had a total  return of -2.86%.  During the same  period,  the Russell 2000 had a
total  return of  -12.35%.  The fund also  outperformed  its peer  group for the
six-month period ended 11/30/98, with a return of -2.86% compared to -12.50% for
the average  fund in the Lipper  Small-Cap  Fund  category.  (Lipper  Analytical
Services, Inc., is an independent mutual fund analyst, which tracks total return
unadjusted for  commissions.  Of course,  past performance is not a guarantee of
future results.)(1),(2)

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 11/30/98.


<PAGE>


Review & Outlook
A Conversation  with Lead Portfolio  Manager Stacie L. Cowell

SMALL-CAP  STOCKS HAVE LAGGED THE BROADER  MARKET OVER THE LAST FIVE YEARS;
BUT, IN THE FALL OF '98, ON A RELATIVE BASIS, THEY STARTED TO OUTPERFORM. WHAT'S
CHANGED?
      I believe  that we are close to a period  of time  when  small-caps  could
significantly   outperform  larger  stocks.  History  has  shown  us  that  when
small-caps underperform large-caps for significant periods of time, as they have
over the last  five  years,  in the  following  years  small-caps  significantly
outpace  the Dow Jones  Industrial  Average and the S&P 500.  (Of  course,  past
performance is not a guarantee of future results.)(2)
      Small-caps  were  grossly  oversold in the last year as  increased  market
volatility  drove  many  investors  to  focus  on  large,   liquid  stocks  with
predictable  earnings.  Presently,  many  large-cap  stocks are selling at a 25%
premium  compared to their growth rates,  while many small-caps are selling at a
discount -- even though they are growing faster than their  large-cap  brethren.

WHAT DO YOU ATTRIBUTE THE FUND'S STRONG RELATIVE PERFORMANCE TO?
      The fund's holdings in technology stocks were a major positive factor over
the past six months.  In addition,  many of our  holdings in consumer  cyclicals
also performed well, especially those firms specializing in business services.
      Furthermore,  we remained  disciplined in our approach,  seeking small-cap
growth  companies which have the ability to deliver superior  financial  returns
over the next three to five years.  By  maintaining  our core  strategy when the
equity markets corrected, we were able to improve the quality of holdings in the
portfolio and enhance the fund's relative position.

WHAT MAJOR CHANGES HAVE YOU MADE TO THE FUND IN THE LAST SIX MONTHS?
      Probably the most significant change we made was an increased weighting in
semiconductors.  These stocks were devastated  when the market  corrected in the
late  summer and early fall,  even  though  their  long-term  potential  remains
bright.  This created an investment  opportunity to purchase solid  companies at
historically  cheap valuation levels, and helped the fund's performance as these
holdings  experienced  significant  appreciation  when the market rallied in the
fall. 

WHAT INDUSTRIES OR SECTORS ARE YOU PRESENTLY FAVORING?
      We use a bottom-up  approach when selecting  securities for the portfolio,
so we don't  make  sector  calls.  We prefer  companies  that  have  proprietary
technology or products and are leaders in their respective markets. Presently, I
believe that some of the best growth  opportunities may exist in the technology,
telecommunications,  consumer  cyclicals,  and  health  care  sectors.  I'm also
excited  about the  growth  potential  of the  Internet,  as  Internet  usage is
doubling  nearly  every 90 days.  Market-leading  firms  like  Lycos  Inc.  have
produced strong returns for the fund in the last year.
      Keep in mind that the fund is actively managed, so composition of holdings
will change over time.

WHAT ARE A FEW OF YOUR FAVORITE STOCKS?
      o Unitrode Corp. is a firm that designs, manufactures, markets and sells a
range of analog/linear circuits to a variety of industries.  They are benefiting
from strong domestic  demand for their products and may experience  accelerating
earnings and revenues as their inventories are decreased.
      o Rational  Software is a company  which  specializes  in  developing  and
managing  software  systems,  and which also  provides a wide range of technical
support from  consulting to training.  Rational is  benefiting  from the growing
trend of outsourcing and should  experience strong growth over the next three to
five years.

<PAGE>


WHAT'S YOUR NEAR-TERM OUTLOOK FOR SMALL-CAPS?
      I'm  upbeat  about  the  long-term  prospects,  but the  market  for these
securities may remain volatile over the near term.
      From a  valuation  standpoint,  not  since  1990 have  small-caps  been as
attractively  valued compared to their growth rates.  For the patient  investor,
small-cap  growth stocks may have dynamic  potential over the next three to five
years.  Furthermore,  these companies have limited international  exposure which
makes them less susceptible to the financial and economic problems  occurring in
many emerging and developing nations.

(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,  while  the S&P 500  and  Dow  Jones  Industrial
Average reflect the broad market and large-cap stocks, respectively.

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 Tim 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.
      Vice  President  Trent May  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.


<PAGE>

INVESCO Fund Codes
      These  two-digit  codes  appear after your  account  number on  Investment
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.
MONEY MARKET FUNDS
44   U.S.  Government  Money Fund
25   Cash  Reserves
40   Tax-Free Money Fund
BOND FUNDS
33   Short-Term Bond
47   Intermediate Government Bond 
32   U.S. Government  Securities
30   Select  Income 
31   High Yield 
36   Tax-Free  Intermediate Bond 
35   Tax-Free  Long-Term  Bond  
COMBINATION  STOCK & BOND FUNDS
15   Industrial Income 
70   Multi-Asset  Allocation
48   Total Return
71   Balanced  Equity Funds
STOCK FUNDS
21   Growth & Income
10   Blue Chip  Growth
20   Dynamics
60   Small  Company  Growth
61   INVESCO Endeavor
46   Value Equity
74   Small Company Value
23   S&P 500 Index Fund --Class II
SECTOR FUNDS
50   Energy
59   Environmental  Services
57   Financial Services
51   Gold 
52   Health  Sciences
53   Leisure
42   Realty
55   Technology  -- Class II
58   Utilities
38   Worldwide Capital Goods
39   Worldwide  Communications
INTERNATIONAL FUNDS
09   International Blue Chip
49   International Growth
43   Emerging Markets
41   Asian Growth
54   Pacific Basin
56   European
37   European Small Company
34   Latin American Growth


<PAGE>



TEN LARGEST COMMON STOCK HOLDINGS -- SMALL COMPANY GROWTH FUND
November 30, 1998

Description                                                               Value
- --------------------------------------------------------------------------------
Unitrode Corp                                                       $ 4,623,938 
SFX Entertainment Class A                                             3,789,450
AXENT Technologies                                                    3,570,563
HA-LO Industries                                                      3,545,063
Aeroflex Inc                                                          3,468,413 
MAPICS Inc                                                            3,323,813
Orbital  Sciences                                                     3,232,508
Safeguard  Scientifics                                                3,227,625
First Consulting Group                                                3,196,000
USWeb Corp                                                            3,185,000

Composition of holdings is subject to change.

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

STATEMENT OF INVESTMENT SECURITIES --SMALL COMPANY GROWTH FUND
November 30, 1998
UNAUDITED

- --------------------------------------------------------------------------------
                                          Shares or
                                          Principal 
% Descripton                                 Amount                     Value
- --------------------------------------------------------------------------------
79.46 COMMON STOCKS
3.27  AEROSPACE & DEFENSE
      Aeroflex Inc(a)                       253,400               $ 3,468,413
      Moog Inc Class A(a)                    87,800                 2,546,200
      Orbital Sciences(a)                    84,510                 3,232,508
- --------------------------------------------------------------------------------
                                                                    9,247,121
- --------------------------------------------------------------------------------
1.09 AIR FREIGHT
     Eagle USA Airfreight(a)                162,800                 3,093,200
- --------------------------------------------------------------------------------
1.67 AUTO PARTS
     CSK Auto(a)                            102,200                 2,848,825
     O'Reilly Automotive(a)                  41,000                 1,860,375
- --------------------------------------------------------------------------------
                                                                    4,709,200
- --------------------------------------------------------------------------------
<PAGE>


1.91 BANKS
     City National                           84,480                 3,157,440
     US Trust                                33,000                 2,231,625
- --------------------------------------------------------------------------------
                                                                    5,389,065
- --------------------------------------------------------------------------------
0.98 CABLE
     TCA Cable TV                            97,000                 2,764,500
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                          Shares or     
                                          Principal 
% Descripton                                 Amount                     Value
- -------------------------------------------------------------------------------
5.50 COMMUNICATIONS -- EQUIPMENT & 
       MANUFACTURING
     Comverse Technology(a)                  34,000               $ 1,955,000
     Excel Switching(a)                      80,000                 2,090,000
     GeoTel Communications(a)                43,600                 1,199,000
     Gilat Satellite Networks Ltd(a)         54,600                 2,777,775
     Melita International(a)                139,800                 2,097,000
     Power Integrations(a)                   96,100                 2,306,400
     REMEC Inc(a)                           224,150                 3,110,081

- --------------------------------------------------------------------------------
                                                                   15,535,256
- --------------------------------------------------------------------------------
11.39 COMPUTER RELATED
      Citrix Systems(a)                      17,500                 1,452,500
      Kronos Inc(a)                          35,700                 1,544,025
      Lycos Inc(a)                           24,000                 1,416,000
      MAPICS Inc(a)                         171,000                 3,323,813
      Mercury Interactive(a)                 51,000                 2,339,625
      Metro Information Services(a)         115,000                 2,990,000
      Micromuse Inc(a)                       75,000                 1,710,938
      Mobius Management Systems(a)          115,180                 1,353,365
      Peregrine Systems(a)                   60,600                 2,238,412
      QuadraMed Corp(a)                      88,600                 2,126,400
      Rational Software(a)                  127,000                 2,881,312
      Spyglass Inc(a)                        53,000                 1,245,500
      USWeb Corp(a)                         140,000                 3,185,000
      Verity Inc(a)                         140,000                 2,415,000
      Wind River Systems(a)                  42,275                 1,971,072
- --------------------------------------------------------------------------------
                                                                   32,192,962
- --------------------------------------------------------------------------------
1.04 CONTAINERS
     Ivex Packaging(a)                      151,300                 2,950,350
- --------------------------------------------------------------------------------
0.45 DISTRIBUTION
     Natrol Inc(a)                          125,800                 1,273,725
- --------------------------------------------------------------------------------
4.28 ELECTRONICS
     Aehr Test Systems(a)                   200,000                   900,000
     Cerprobe Corp(a)                       140,050                 2,048,231
     Level One Communications(a)             76,000                 2,351,250
     Mettler-Toledo International(a)        110,300                 2,895,375
     Simac Techniek NV                       15,000                 1,926,728
     Uniphase Corp(a)                        36,200                 1,961,587
- --------------------------------------------------------------------------------
                                                                   12,083,171
- --------------------------------------------------------------------------------
<PAGE>


7.44 ELECTRONICS -- SEMICONDUCTOR
     Applied Micro Circuits(a)               52,500                 1,758,750
     Flextronics International Ltd(a)        35,000                 2,327,500
- --------------------------------------------------------------------------------
                                          Shares or
                                          Principal 
% Descripton                                 Amount                     Value
- --------------------------------------------------------------------------------
     Galileo Technology Ltd(a)              110,000               $ 1,815,000
     Genesis Microchip(a)                   164,000                 2,736,750
     PMC-Sierra Inc(a)                       25,000                 1,346,875
     Photronics Inc(a)                      140,000                 2,800,000
     QLogic Corp(a)                          13,700                 1,405,962
     SIPEX Corp(a)                           69,000                 2,225,250
     Unitrode Corp(a)                       273,000                 4,623,938
- --------------------------------------------------------------------------------
                                                                   21,040,025
- --------------------------------------------------------------------------------
1.34 ENTERTAINMENT
     SFX Entertainment Class A(a)            75,600                 3,789,450
- --------------------------------------------------------------------------------
6.29 HEALTH CARE RELATED
     Capital Senior Living(a)               204,000                 2,524,500
     Colorado MEDtech(a)                    116,700                 1,050,300
     First Consulting Group(a)              136,000                 3,196,000
     HealthCare Financial Partners(a)        90,000                 2,958,750
     Laser Vision Centers(a)                  7,200                   128,250
     Province Healthcare(a)                  83,300                 2,665,600
     ResMed Inc(a)                           73,000                 2,491,125
     Sunrise Assisted Living(a)              64,000                 2,760,000
- --------------------------------------------------------------------------------
                                                                   17,774,525
- --------------------------------------------------------------------------------
2.98 LEISURE TIME
     Action Performance(a)                   78,200                 2,854,300
     Family Golf Centers(a)                 141,300                 2,905,481
     Intrawest Corp                         165,000                 2,650,312
- --------------------------------------------------------------------------------
                                                                    8,410,093
- --------------------------------------------------------------------------------
1.69 OIL & GAS RELATED
     Key Energy Group(a)                    170,000                 1,062,500
     Newfield Exploration(a)                 93,300                 1,819,350
     Precision Drilling(a)                  118,000                 1,275,875
     Stolt Comex Seaway SA(a)                75,000                   632,812
- --------------------------------------------------------------------------------
                                                                    4,790,537
- --------------------------------------------------------------------------------


<PAGE>



1.84 PERSONAL CARE
     Helen of Troy Ltd(a)                   134,000                2,244,500
     Playtex Products(a)                    190,000                2,945,000
- --------------------------------------------------------------------------------
                                                                   5,189,500
- --------------------------------------------------------------------------------
5.84 RETAIL
     Cost Plus(a)                            85,000                2,805,000
     Family Dollar Stores                   128,000                2,568,000
     Men's Wearhouse(a)                      75,000                1,898,438
     Pacific Sunwear of California(a)        96,000                1,422,000
     Rental Service(a)                      147,000                3,114,562
     Software.net Corp(a)                    39,400                  856,950
     Stage Stores(a)                         74,000                  851,000
- --------------------------------------------------------------------------------
                                          Shares or     
                                          Principal 
% Descripton                                 Amount                    Value
- --------------------------------------------------------------------------------
     Wild Oats Markets(a)                   105,000              $ 2,992,500
- --------------------------------------------------------------------------------
                                                                  16,508,450
- --------------------------------------------------------------------------------
0.57 SAVINGS & LOAN
     FirstFed Financial(a)                  90,000                 1,597,500
- --------------------------------------------------------------------------------
14.11 SERVICES
      ACNielsen Corp(a)                     75,000                 2,067,188
      AHL Services(a)                       57,650                 1,902,450
      Atlantic Data Services(a)             69,000                 1,242,000
      AXENT Technologies(a)                137,000                 3,570,563
      Concord EFS(a)                        67,750                 2,155,297
      Cotelligent Group(a)                 154,200                 2,823,788
      Documentum Inc(a)                     53,000                 2,229,313
      HA-LO Industries(a)                  111,000                 3,545,063
      Integrated Electrical Services(a)     82,000                 1,568,250
      Interim Services(a)                  138,200                 2,867,650
      Jack Henry & Associates               25,220                 1,267,305
      Metzler Group(a)                      30,200                 1,253,300
      NCO Group(a)                          50,800                 1,873,250
      ProBusiness Services(a)               33,200                 1,460,800
      Profit Recovery Group 
        International(a)                    43,200                 1,458,000
      Romac International(a)               181,000                 2,522,687
      Safeguard Scientifics(a)             114,000                 3,227,625
      Sylvan Learning Systems(a)            98,000                 2,848,125
- --------------------------------------------------------------------------------
                                                                  39,882,654
- --------------------------------------------------------------------------------

<PAGE>


4.45 TELECOMMUNICATIONS -- LONG DISTANCE
     Dycom Industries(a)                    53,300                 2,095,356
     ICG Communications(a)                 115,000                 2,645,000
     IDT Corp(a)                           145,000                 2,809,375
     Pacific Gateway Exchange(a)            44,000                 1,969,000
     Viatel Inc(a)                         205,000                 3,049,375
- --------------------------------------------------------------------------------
                                                                  12,568,106
- --------------------------------------------------------------------------------
0.65 TEXTILE -- APPAREL MANUFACTURING
     Quiksilver Inc(a)                      76,000                 1,843,000
- --------------------------------------------------------------------------------
0.68 TEXTILE -- HOME FURNISHINGS
     Linens 'n Things(a)                    62,600                 1,917,125
- --------------------------------------------------------------------------------
   TOTAL COMMON STOCKS
   (Cost $207,038,977)                                           224,549,515
- --------------------------------------------------------------------------------
                                          Principal 
% Descripton                                 Amount                   Value
- --------------------------------------------------------------------------------
20.54 SHORT-TERM INVESTMENTS -- 
        REPURCHASE AGREEMENTS
      Repurchase  Agreement  with
      State Street dated  11/30/1998
      due  12/1/1998 at 5.100%, 
      repurchased at $58,063,224
      (Collateralized by US
      Treasury Bonds due
      4/15/2028 at 3.625%,
      value $59,638,426)
      (Cost $58,055,000)
                                      $ 58,055,000               $58,055,000

- --------------------------------------------------------------------------------
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
       (Cost $265,093,977)
       (Cost for Income Tax Purposes
       $267,057,741)                                           $ 282,604,515
================================================================================

(a) Security is non-income producing.




See Notes to Financial Statements



<PAGE>


STATEMENT OF ASSETS AND LIABILITIES --
SMALL COMPANY GROWTH FUND
November 30, 1998
UNAUDITED

ASSETS
Investment Securities at Value(a)
  (Cost $265,093,977)(a)                                       $ 282,604,515
Cash                                                                 208,157
Receivables:
  Investment Securities Sold                                       2,965,880
  Fund Shares Sold                                                   606,301
  Dividends and Interest                                              11,164
Prepaid Expenses and Other Assets                                    124,187
- --------------------------------------------------------------------------------
TOTAL ASSETS                                                     286,520,204
- --------------------------------------------------------------------------------
LIABILITIES
Payables:
  Investment Securities Purchased                                  2,452,557  
  Fund Shares Repurchased                                         10,351,399
Accrued Distribution Expenses                                         54,054
Accrued Expenses                                                     266,596
- --------------------------------------------------------------------------------
TOTAL LIABILITIES                                                 13,124,606
- --------------------------------------------------------------------------------
NET ASSETS AT VALUE                                            $ 273,395,598
================================================================================
NET ASSETS
Paid-in Capital(b)                                             $ 237,818,949
Accumulated Undistributed Net
  Investment Loss                                                  (653,747)
Accumulated Undistributed Net
  Realized Gain on Investment
  Securities and Foreign Currency Transactions                    18,719,858
Net Appreciation of Investment Securities
  and Foreign Currency Transactions                               17,510,538
- --------------------------------------------------------------------------------
NET ASSETS AT VALUE                                            $ 273,395,598
================================================================================
NET ASSET VALUE, Offering and Redemption 
  Price per Share                                              $       11.56
================================================================================

(a)  Investment  securities  at cost and value at November  30,  1998  include a
     repurchase agreement of $58,055,000.

(b)  The Fund has 600 million  authorized shares of common  stock, par value of
     $0.01 per share, of which 23,648,672 were outstanding at November 30, 1998.

See Notes to Financial Statements

<PAGE>


STATEMENT OF OPERATIONS -- 
SMALL COMPANY GROWTH FUND
Six Months Ended November 30, 1998
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                      $     127,412
Interest                                                           1,108,143
 Foreign Taxes Withheld                                              (1,163)
- --------------------------------------------------------------------------------
 TOTAL INCOME                                                      1,234,392
- --------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees                                             936,287
Distribution Expenses                                                312,096
Transfer Agent Fees                                                  519,473
Administrative Fees                                                   23,726
Custodian Fees and Expenses                                           34,031
Directors' Fees and Expenses                                          10,994
Professional Fees and Expenses                                        17,887
Registration Fees and Expenses                                        41,072
Reports to Shareholders                                               59,410
Other Expenses                                                         5,704
- --------------------------------------------------------------------------------
 TOTAL EXPENSES                                                    1,960,680
 Fees and Expenses Absorbed by Investment Adviser                   (73,232)
 Fees and Expenses Paid Indirectly                                  (14,998)
- --------------------------------------------------------------------------------
    NET EXPENSES                                                   1,872,450
- --------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                (638,058)
- --------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain (Loss) on:
  Investment Securities                                          (7,961,038)
  Foreign Currency Transactions                                       68,795
- --------------------------------------------------------------------------------
    Total Net Realized Gain (Loss)                               (7,892,243)
- --------------------------------------------------------------------------------
Change in Net Appreciation of:
 Investment Securities                                            3,966,110
 Foreign Currency Transactions                                       70,693
- --------------------------------------------------------------------------------
    Total Net Appreciation                                        4,036,803
- --------------------------------------------------------------------------------
NET LOSS ON INVESTMENT
  SECURITIES AND FOREIGN 
  CURRENCY TRANSACTIONS                                         (3,855,440)
- --------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM OPERATIONS                    $ (4,493,498)
================================================================================
See Notes to Financial Statements




<PAGE>


STATEMENT OF CHANGES IN NET ASSETS --  SMALL COMPANY GROWTH FUND

                                            Six Months                   Year 
                                                 Ended                  Ended
                                           November 30                 May 31
- --------------------------------------------------------------------------------
                                              1998                       1998
                                            UNAUDITED
OPERATIONS
Net Investment Loss                     $   (638,058)          $ ( 1,309,186)
Net Realized Gain (Loss) on
 Investment Securities and
 Foreign Currency Transactions            (7,892,243)              74,467,963
Change in Net Appreciation (Depreciation)
 of Investment Securities and Foreign
Currency Transactions                       4,036,803            (10,293,630)

- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS                          (4,493,498)             62,865,147
- --------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
 FROM NET REALIZED GAIN
 ON INVESTMENT SECURITIES
 AND FOREIGN CURRENCY TRANSACTIONS                  0           (70,523,447)
- --------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares             244,911,979            517,944,195
Reinvestment of Distributions                       0             68,478,048
- --------------------------------------------------------------------------------
                                          244,911,979            586,422,243
Amounts Paid for Repurchases of Shares  (239,641,574)          (600,416,027)
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
 FROM FUND SHARE TRANSACTIONS               5,270,405           (13,993,784)
- --------------------------------------------------------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS       776,907           (21,652,084)
NET ASSETS

Beginning of Period                       272,618,691            294,270,775
- --------------------------------------------------------------------------------
End of Period (Including Accumulated 
 Undistributed Net Investment
 Loss of $653,747 and
 $15,689, respectively)                 $ 273,395,598          $ 272,618,691
================================================================================


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

FUND SHARE TRANSACTIONS
Shares Sold                                22,764,686             38,262,375
Shares Issued from 
  Reinvestment of Distributions                     0              6,425,767
- --------------------------------------------------------------------------------
                                           22,764,686             44,688,142
Shares Repurchased                        (22,025,050)           (44,729,581)
- --------------------------------------------------------------------------------
NET INCREASE (DECREASE) 
 IN FUND SHARES                               739,636               (41,439)
================================================================================
See Notes to Financial Statements


                                
<PAGE>


NOTES TO FINANCIAL STATEMENTS -- SMALL COMPANY GROWTH FUND
UNAUDITED

NOTE 1 -- ORGANIZATION  AND SIGNIFICANT  ACCOUNTING  POLICIES.  INVESCO Emerging
Opportunity  Funds,  Inc. (the "Fund") is incorporated in Maryland and presently
consists of Small Company 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 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.

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  agreement including accrued interest.  In the event of
     default on the  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.



<PAGE>



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.  Income and expenses on foreign  securities are translated into U.S.
     dollars at rates of exchange prevailing when accrued. Cost is determined on
     the  specific  identification  basis.  The cost of  foreign  securities  is
     translated into U.S. dollars at the rates of exchange  prevailing when such
     securities  are  acquired.
       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 condi- tions 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.
       To the extent  future  capital gains are offset by capital loss  
     carryovers,  such gains will not be  distributed to  shareholders.
       Dividends  paid by the Fund from net  investment  income and
     distributions  of net realized  short-term  capital  gains are, for federal
     income tax purposes, taxable as ordinary income to shareholders. 
      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.


<PAGE>

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,  net  operating  losses  and  expired
     capital loss carryforwards.

 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.  Any realized gain or loss incurred by
     the Fund  upon the sale of  securities  is  included  in the  Statement  of
     Operations.

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. Such credits
     are  included in Fees and  Expenses  Paid  Indirectly  in the  Statement of
     Operations.

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.
  A plan  of  distribution  pursuant  to Rule  12b-1  of the  Act  provides  for
compensation of marketing and advertising  expenditures to INVESCO Distributors,
Inc.  ("IDI" or the  "Distributor"),  a wholly  owned  subsuduary  of IFG,  to a
maximum of 0.25% of annual average net assets. For the six months ended November
30, 1998, the Fund paid the Distributor $319,235 under the plan of distribution.
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.
  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 has  voluntarily  agreed,  in some  instances,  to absorb certain fees and
expenses incurred by the Fund.

<PAGE>



NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES. For the six months ended
November 30, 1998,  the  aggregate  cost of purchases and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were $193,906,573 and $211,048,197, respectively.
  There were no purchases or sales of  U.S. Government securities.

NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At  November  30,  1998,  the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $35,739,921 and the gross  depreciation of securities in which there
was an excess of tax cost over value amounted to  $20,193,147,  resulting in net
appreciation of $15,546,774.

NOTE 5 --  TRANSACTIONS  WITH  AFFILIATES.  Certain of the Fund's  officers  and
directors are also officers and directors of IFG or IDI.
  The Fund has adopted an unfunded  defined benefit 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 were  based on an  annual  rate  equal to 40% of the
retainer fee at the time of retirement.  As of July 1, 1998,  benefits are based
on the  annual  rate  of 50% of the  sum  of the  retainer  fee at the  time  of
retirement plus the annual meeting fee.
  The independent  directors have contributed to a deferred  compensation  plan,
pursuant to which they have  deferred  receipt of a portion of the  compensation
which they would  otherwise  have been paid as  directors  of  selected  INVESCO
Funds.  The  deferred  amounts  are being  invested  in the shares of all of the
INVESCO and Treasurer's Series Trust Funds.
  Pension  expenses  for the six months ended  November  30,  1998,  included in
Directors' Fees and Expenses in the Statement of Operations were $2,532.  
Unfunded accrued pension costs of $7,327 and pension  liability of $25,549 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 5% 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 November 30, 1998, there
were no such borrowings.





<PAGE>


OTHER INFORMATION

UNAUDITED

      YEAR 2000 COMPUTER  ISSUE.  Many computer  systems in use today may not be
able to recognize  any date after  December 31, 1999.  If these  systems are not
fixed  by  that  date,  it  is  possible  that  they  could  generate  erroneous
information or fail altogether.  INVESCO has committed  substantial resources in
an effort to make sure that its own major  computer  systems  will  continue  to
function on and after  January 1, 2000.  Of course,  INVESCO  cannot fix systems
that are beyond its control.  If INVESCO's  own system,  or the systems of third
parties upon which it relies,  do not perform  properly after December 31, 1999,
the Funds could be adversely affected.

      In addition,  the markets for, or values of, securities in which the Funds
invest may possibly be hurt by computer failures affecting portfolio investments
or trading of  securities  beginning  January 1, 2000.  For example,  improperly
functioning  computer  systems  could  result  in  securities  trade  settlement
problems and liquidity issues,  production  issues for individual  companies and
overall economic uncertainties.  Individual issuers may incur increased costs in
making  their  own  systems  Year  2000  compliant.  The  combination  of market
uncertainty and increased costs means that there is a possibility that Year 2000
computer issues may adversely affect the Funds' investments.
<PAGE>

<TABLE>
<CAPTION>

FINANCIAL  HIGHLIGHTS -- SMALL COMPANY GROWTH FUND
(For a Fund Share Outstanding Throughout Each Period)

                                              Six Months
                                                   Ended 
                                             November 30                Year Ended May 31

- -------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>        <C>       <C>     <C>      <C>
                                                    1998        1998    1997     1996    1995      1994 
                                                  UNAUDITED

PER SHARE DATA
Net Asset Value -- Beginning of Period        $     11.90  $    12.82 $ 14.38 $   9.37 $ 11.40  $  9.89
- -------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                       (0.03)      (0.06)  (0.07)   (0.06)    0.04   (0.01)
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                   (0.31)        2.56  (0.96)     5.25    0.46     1.53
- -------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                   (0.34)        2.50  (1.03)     5.19    0.50     1.52
- -------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                 0.00        0.00   0.00      0.00    0.04     0.00
Distributions from Capital Gains                     0.00        3.42   0.53      0.18    2.49     0.01
- -------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS                                  0.00        3.42   0.53      0.18    2.53     0.01
- -------------------------------------------------------------------------------------------------------
Net Asset Value -- End of Period              $     11.56  $    11.90 $ 12.82 $  14.38 $  9.37  $ 11.40
=======================================================================================================

TOTAL RETURN                                       (2.86%)     22.65%  (7.08%)  55.78%   4.98%   15.34%

RATIOS
Net Assets -- End of Period ($000 Omitted)    $   273,396  $  272,619 $294,259$370,029 $153,727$176,510
Ratio of Expenses to Average Net Assets             0.76%       1.48%    1.52%   1.48%    1.49%   1.37%
Ratio of Net Investment Income (Loss)
 to Average Net Assets                             (0.26%)    (0.42%)   (0.55%) (0.78%)   0.41% (0.26%)
Portfolio Turnover Rate                               91%       158%      216%    221%     228%    196%

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

(b)  Various expenses of the Fund were  voluntarily  absorbed by IFG for the six
     months  ended  November 30, 1998 and 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 0.79%,  1.54% and 1.52%,  respectively,
     and ratio of net investment  income (loss) to average net assets would have
     been (0.29%), (0.57%) and 0.38%, respectively.

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

</TABLE>
              



<PAGE>


EasiVest makes it easy to pay yourself first.

   It  seems  that for  most of us the  hardest  part of  investing  at  regular
intervals comes down to imply writing the check,  finding the stamp, and putting
it in the mail.  But with  INVESCO's  EasiVest it's so easy that we'll do almost
all the work for you.

   After you fill out the  authorization  and return it with a voided check, the
exact dollar  amount you specify will be  electronically  transferred  from your
bank account to your designated fund on the same day each month.

USING  EASIVEST IS ONE OF THE FEW TIME WHEN YOU'LL FIND THE EASY WAY MAY ALSO BE
ON OF THE BEST.

   For  years  smart  investors  have  used  an  investment  strategy  known  as
dollar-cost averaging. It only makes sense that when prices are high an investor
will want to buy fewer shares, and when prices are low he will want to buy more.
By investing a fixed amount at regular  intervals with INVESCO's  EasiVest,  you
can take advantage of these market fluctuations.

   Over a sufficient period of time,  dollar-cost averaging may make the average
price you pay per share less than the actual average price per share.  So follow
the lead of successful  investors and take  advantage of  dollar-cost  averaging
with INVESCO's EasiVest.

   Like other  investment  systems,  periodic  investment  plans to not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve  continuous  investment in securities  regardless of  fluctuating  price
levels in the market,  you should  consider your  financial  ability to continue
purchases through low price levels. Finally, be aware that you will incur a loss
under the plan if you decide to liquidate  your account when the market value of
accumulated shares is less than their cost.

   Just  follow  these  simple  authorization  instructions  and  let  INVESCO's
EasiVest help you build for your future.

1.   Call your  bank for  their  ABA and  account  numbers.  Then  complete  the
     EasiVest  authorization  and sign it the same way you would  your  personal
     checks.

2.   Enclose an unsigned, personal check or savings deposit slip marked "Void."

3.   Place a voided check or savings deposit slip and signed  authorization form
     in an envelope; then mail it to us.

   It's that easy to start building your mutual fund portfolio. And you can take
advantage of INVESCO's EasiVest with as little as $50 a month.

QUESTIONS?  CALL US AT 1-800-525-8085.
START BUILDING FOR YOUR FUTURE TODAY.


<PAGE>



EASIVEST AUTHORIZATION FOR AUTOMATIC INVESTMENTS

   BEFORE RETURNING THIS AUTHORIZATION, PLEASE BE SURE TO CONTACT YOUR BANK FOR
   THE CORRECT ABA NUMBER AND ACCOUNT NUMBER.

I authorize  INVESCO  Funds Group to transfer  money from my checking or savings
account  on or  about  the 7th or 21st  (check  one) day of each  month  for the
amounts and funds indicated below:

Fund___________________________________ Acct.#_______________________________

$__________________________ ($50 minimum)     ___ 7th     ___21st

- ----------------------------------------------------------------------------
Bank Name
- ----------------------------------------------------------------------------
Bank Street Address
- ----------------------------------------------------------------------------
City, State, Zip
- ----------------------------------------------------------------------------
- ------------------------------------      (--------------)------------------
ABA Number (available from your bank)     Bank Phone Number
__________________________________        This is a __Checking Account 
                                                    __ Savings Account
Bank Account Number
- ----------------------------------------------------------------------------
Owner's Name (First, Middle Initial, Last)
- ----------------------------------------------------------------------------
Joint Owner's Name (First, Middle Initial, Last)
- ----------------------------------------------------------------------------
Owner Street Address
- ----------------------------------------------------------------------------
City, State, Zip
- ----------------------------------------------------------------------------
Signature                                                  Date
- ----------------------------------------------------------------------------
Signature                                                  Date

- -------------------------------------------(------)-------------------------
Daytime Telephone Number                   Evening Telephone Number

DON'T FORGET TO ATTACH A VOIDED CHECK OR DEPOSIT SLIP.

This  authority is to remain in effect  until I revoke it in writing and,  until
INVESCO receives such  notification,  I agree INVESCO will be fully protected in
honoring any such electronic  debit. I further agree that if any such electronic
debit  is  not  honored,  whether  with  cause  or  without  cause  and  whether
intentionally or  unintentionally,  INVESCO will not be liable whatsoever.  This
authorization  will become a part of the fund application  subject to the terms,
representations and conditions thereof.

Like other investment  systems,  period investment plans do not insure a profit,
nor do they protect against loss in a falling market.  Since these plans involve
continuous  investment in securities  regardless of fluctuating  price levels in
the market,  you should  consider your financial  ability to continue  purchases
through low price levels. Finally, be aware that you will incur a loss under the
plan  if you  decide  to  liquidate  your  account  when  the  market  value  of
accumulated shares is less than their cost.




<PAGE>


INVESCO 

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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