INVESCO EMERGING OPPORTUNITY FUNDS INC
N-30D, 1999-07-26
Previous: INSURED MUNICIPALS INCOME TRUST 101ST INSURED MULTI SERIES, 485BPOS, 1999-07-26
Next: AVALON COMMUNITY SERVICES INC, 10-Q, 1999-07-26




KNOWLEDGE   DISCIPLINE    SERVICE     CHOICE
- ----------------------------------------------
YOU SHOULD KNOW WHAT INVESCO KNOWS (TM)
- ----------------------------------------------


INVESCO Small Company Growth Fund








ANNUAL






                                 [INVESCO ICON]
                                    INVESCO


ANNUAL REPORT | MAY 31, 1999

<PAGE>

"WE MANAGED TO AVOID MANY OF THE PITFALLS  PLAGUING SMALL COMPANY INVESTORS
THIS PAST YEAR BY STICKING WITH OUR GROWTH INVESTMENT DISCIPLINE." (PAGE 3)

"IF A COMPANY IS HAVING  PROBLEMS,  IT IS USUALLY  EASY FOR US TO GET THE CEO
OR CFO ON THE PHONE AND FIND OUT WHAT IS HAPPENING." (PAGE 5)

Graph: INVESCO Small Company Growth Fund Total Return from Inception
       (12/91) vs. Russell 2000

       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 gains distributions,  for the period from  inception  (12/91)
       through 5/31/99.


                                  TOTAL RETURN,
                            PERIODS ENDED 5/31/99(1)

                        6 MONTHS    1 YEAR       5 YEARS*    INCEPTION (12/91)*
- -------------------------------------------------------------------------------
SMALL COMPANY GROWTH     16.23%      12.91%       16.04%           16.95%
- -------------------------------------------------------------------------------

*AVERAGE ANNUALIZED

The line graph  illustrates the value of a $10,000  investment,  plus reinvested
dividends  and capital gain  distributions,  from the fund's  inception in 12/91
through  5/31/99.  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.  (Of course,  past  performance is not a
guarantee of future results.) (1),(2)


<PAGE>

Your Fund's Performance: A Report from the Manager
- --------------------------------------------------------------------------------

Dear Shareholder:

This has been a  rewarding  past year for our  fund,  especially  when  measured
against the  performance  of small company market  indexes.  While large company
stocks dominated the market throughout this last fall and winter,  over the past
few months  investors  have taken a new look at the  equities of smaller  firms.
Given the  attractive  growth rates and  relatively  low prices of many of these
companies,  we are  optimistic  that this trend will  continue -- and that small
company investors' patience will be rewarded.

For the one year ended May 31, 1999, the value of your shares rose 12.91%.  This
return stood in contrast to that of the Russell 2000 over the same period, which
fell  2.69%.  (Of  course,  past  performance  is  not  a  guarantee  of  future
results.)(1),(2)

We managed to avoid many of the pitfalls  plaguing small company  investors this
past year by sticking  with our growth  investment  discipline.  Our strategy is
straightforward: We search for companies that are leaders in growing markets. By
targeting such  companies,  we hope to find firms that will exceed  expectations
for earnings and revenue growth.  Even in an environment  such as this past fall
and winter, when many investors were predisposed to ignore  small-capitalization
stocks, such positive surprises will usually attract attention.

We have  found  many of these  opportunities  in the  technology  sector,  where
changes  such as the  Internet  have  opened  new  business  horizons  for small
companies.  Firms  filling  the  growing  demand  for  communications  speed and
bandwidth  in have been a  special  focus of ours.  Applied  Micro  Circuits,  a
producer of integrated circuits for larger  communications  equipment companies,
has been an especially rewarding investment.

Of course, we have experienced  setbacks as well.  Several of our investments in
information  technology  services and temporary help  suffered,  as worries over
economic  conditions have  discouraged  investors.  The liquidity  problems with
small  stocks have made  investors  very  reluctant to maintain  investments  in
companies that appear vulnerable.

Over the past few years,  small-cap fund managers have cited several facts about
small-company   stocks,   including  that  small-company  stocks  have  actually
outperformed  larger-company  stocks over the  long-term,  and that small stocks

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

FUND MANAGERS

STACIE L. COWELL, CFA
VICE  PRESIDENT,  INVESCO FUNDS GROUP.  BA, COLGATE  UNIVERSITY,  MS IN FINANCE,
UNIVERSITY OF COLORADO. JOINED INVESCO IN 1996. BEGAN INVESTMENT CAREER IN 1989.
HAS MANAGED THIS FUND SINCE 1997.

SHE IS ASSISTED BY CO-MANAGERS TIMOTHY J. MILLER AND TRENT E. MAY.



<PAGE>

provide a means of diversification.  We have paid perhaps less attention to this
debate than some,  viewing our job as conducting  company-level  analysis within
the small-cap arena.


Although  assets had been leaving the  small-cap  sector of the market,  we have
seen a slight reversal of that trend in recent months. In March, investors began
moving  into  smaller  stocks  based both on renewed  faith in the  economy  and
concerns  about the  valuations  for larger  companies.  Whether this trend will
continue  uninterrupted is difficult to foresee;  it does demonstrate,  however,
that growth and earnings do eventually result in stock performance.

/s/ Stacie Cowell

Stacie L. Cowell
Vice President



<PAGE>

INVESCO | ANNUAL REPORT | MAY 31, 1999
Moving Forward
- --------------------------------------------------------------------------------

MOVING FORWARD: A REVIEW & STRATEGY SESSION WITH STACIE COWELL

STACIE,  CHOOSING  STOCKS  FOR  A  SMALL-CAPITALIZATION  FUND  IS A  COMPLICATED
PROPOSITION,  IF ONLY BECAUSE OF THE VERY LARGE NUMBER OF COMPANIES AVAILABLE TO
CHOOSE  FROM.  HOW DO YOU NARROW YOUR  SEARCH?
We approach the problem from a couple of angles.  For some stocks, we begin with
a screening  process that allows us to filter out the majority of companies that
do not meet our minimum requirements for growth and profitability.  We may learn
about other companies through channels such as company visits and conferences.

HOW MANY COMPANIES MIGHT MAKE IT INTO THE PORTFOLIO?
Generally,  we might own between 80 and 100 different stocks.  This is more than
we might  hold in our other  diversifed  growth  funds,  but we feel the need to
spread our investments more because small company stocks are so volatile.  Also,
it is more difficult for us to build  positions in companies  because the amount
of stock available at any given time--the "float"--will be relatively small.

SOME LOOK  ASKANCE AT SMALL  COMPANY  STOCKS  BECAUSE  THEY ARE SO VOLATILE  AND
ILLIQUID. DO THEY HAVE ANY COMPENSATING ADVANTAGES?
Well, the primary benefit is that the growth potential can be enormous.  Another
less  commonly  acknowledged  but very real  advantage  is that we can have more
direct  access to  management.  If a company is having  problems,  it is usually
fairly  easy  for us to get the CEO or CFO on the  phone  and  find  out what is
happening.

WHAT IS AN EXAMPLE OF A COMPANY  THAT HAS MADE ITS WAY INTO THE  PORTFOLIO?
The retailer Cost Plus would be a good one. It competes with Pier One on selling
imported  furniture and other goods, but it also carries a selection of imported
foods and wine.  Whereas  Pier One has pretty much fully  penetrated  its target
market,  Cost Plus has only 200 stores nationwide,  and we think they can easily
grow to 500. It's also a company that is benefiting from an identifiable  trend,
the demographic boom among the 45-55 age group that buys many of its products.

ANY REGRETS ABOUT THE PAST YEAR?
I wouldn't necessarily call it a regret, but in retrospect it is easy to see how
more Internet  investments  would have helped us--the stocks have appreciated so
enormously.  On the other hand, these are pretty  speculative stocks because the
companies will remain  unprofitable  for the  foreseeable  future and do not yet
have established  business  models.  We have chosen instead to play the Internet
through  our   investments  in   telecommunications   equipment  and  high-speed
communications semiconductor companies.

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

MARKET HEADLINES:
JUNE 1998 TO MAY 1999

The strong  annual  returns  recorded at the end of 1998 by large  company stock
indexes  masked a period of turmoil in the  markets as dramatic as any in recent
memory. With investors already nervous about valuations,  confidence  evaporated
in late summer when the Asian  financial  crisis  appeared  ready to spread like
wildfire through the world's emerging markets.


<PAGE>

The  quick  actions  of the  Federal  Reserve  Board,  bargain-hunting  by stoic
investors,  and other  factors  helped the markets  reverse  their losses in the
early fall. Yet most  important,  perhaps,  was the  continuing  strength of the
American economy -- and behind it, the American  consumer.  Low unemployment and
interest rates,  strong wage gains, and a resilient level of consumer confidence
kept money  flowing  into  housing  and the auto  industry,  the two  bellwether
industries  for the economy.  Technology  stocks led the  rebound,  as investors
looked for the  industries  with the highest  growth  rates and the most pricing
leverage.

Throughout the fall and winter, the largest,  fastest-growing companies left the
rest of the market behind as investors kept one eye on the  continuing  problems
overseas  and another on the  blossoming  technological  promise of the American
economy.   First   health  care  stocks  and  then   telecommunications   issues
outdistanced the pack. Meanwhile, cyclical issues suffered, as did many small or
slower-growing company stocks.

By the spring of 1999, however,  the threat of economic  overheating rather than
worldwide  depression loomed largest in many investors' minds.  Signs of renewed
economic  strength  abroad  and  remarkable  growth  figures at home led many to
believe that the Federal  Reserve  would soon reverse  course and lead  interest
rates higher--and  indeed,  market interest rates crept upward.  Too much growth
rather than too little encouraged many to head for cyclical industries poised to
benefit from improving markets.

As the  "cyclical  rotation"  continued,  the market  averages  seemed to bounce
against a ceiling,  putting an end to their dizzying ascent since the fall. With
the economic  outlook  almost too bright and the market near its record  levels,
investors  began to speak again of the  importance of stock  selection and asset
allocation in place of playing the averages.

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
systems,  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. At this time, it is
generally  believed  that foreign  issuers,  particularly  those in emerging and
other markets, may be more vulnerable to Year 2000 problems than will be issuers
in the U.S.

(1) TOTAL RETURN  ASSUMES   REINVESTMENT   OF   DIVIDENDS   AND   CAPITAL  GAIN
DISTRIBUTIONS  FOR THE PERIODS  INDICATED.  PAST  PERFORMANCE IS NO 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.



<PAGE>

TEN LARGEST COMMON STOCK HOLDINGS

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund
May 31, 1999

DESCRIPTION                                                          VALUE
- --------------------------------------------------------------------------------
Genesys Telecommunications Laboratories                             $3,584,375
Sykes Enterprises                                                    3,579,375
ChiRex Inc                                                           3,471,562
Wild Oats Markets                                                    3,370,938
Unitrode Corp                                                        3,288,375
Affiliated Managers Group                                            3,071,250
Rental Service                                                       3,032,125
Harrah's Entertainment                                               2,977,762
ACNielsen Corp                                                       2,959,687
Nabors Industries                                                    2,940,000

Composition of holdings is subject to change.

STATEMENT OF INVESTMENT SECURITIES

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund
May 31, 1999

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
86.30 COMMON STOCKS
2.25  AEROSPACE & DEFENSE
      Aeroflex Inc(a)                           165,200            $2,405,725
      Alliant Techsystems(a)                     23,000             1,955,000
      Moog Inc Class A Shrs(a)                   87,800             2,409,013
================================================================================
                                                                    6,769,738
1.19  AUTO PARTS
      CSK Auto(a)                                70,200             1,965,600
      O'Reilly Automotive(a)                     37,000             1,630,313
================================================================================
                                                                    3,595,913
2.39  BANKS
      City National                              74,180             2,920,837
      Hudson United Bancorp                      65,000             1,990,625
      US Trust                                   26,000             2,279,875
================================================================================
                                                                    7,191,337
0.36  BIOTECHNOLOGY
      Triangle Pharmaceuticals(a)                58,900             1,089,650
================================================================================
0.50  BROADCASTING
      Citadel Communications(a)                  54,000             1,491,750
================================================================================
1.12  BUILDING MATERIALS
      Elcor Corp                                 50,000             2,018,750


<PAGE>

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
      NCI Building Systems(a)                    54,000            $1,363,500
================================================================================
                                                                    3,382,250
6.62  COMMUNICATIONS-- EQUIPMENT & MANUFACTURING
      Advanced Fibre Communications(a)          152,000             1,586,500
      ANTEC Corp(a)                              75,900             2,224,819
      Carrier Access(a)                          39,400             1,398,700
      Comverse Technology(a)                     19,780             1,336,386
      Digital Microwave(a)                      214,400             2,706,800
      Excel Switching(a)                         50,000             1,100,000
      Gilat Satellite Networks Ltd(a)            44,600             2,352,650
      Melita International(a)                    89,800             1,307,713
      Power Integrations(a)                      30,000             1,456,875
      Powerwave Technologies(a)                  61,700             1,426,813
      REMEC Inc(a)                              164,150             2,133,950
      Terayon Communication Systems(a)           29,000               931,625
================================================================================
                                                                   19,962,831
10.25 COMPUTER RELATED
      Advantage Learning Systems(a)              82,000             1,824,500
      Business Objects SA Sponsored ADR
          Representing Ord Shrs(a)               60,100             1,727,875
      Entrust Technologies(a)                    56,000             1,183,000
      Genesys Telecommunications
          Laboratories(a)                       155,000             3,584,375
      Kronos Inc(a)                              50,500             1,869,289
      Legato Systems(a)                          50,300             2,753,925
      Mercury Interactive(a)                     64,000             2,104,000
      Metro Information Services(a)              79,100             1,819,300
      Netopia Inc(a)                             70,000             1,968,750
      OneMain.com Inc(a)                         53,000             1,106,375
      PSINet Inc(a)                              41,300             1,837,850
      Peregrine Systems(a)                       84,000             1,926,750
      Rhythms NetConnections(a)                  15,250               739,625
      SalesLogix Corp(a)                         67,600               794,300
      USWeb Corp(a)                              43,210             1,096,454
      Verity Inc(a)                              33,000             1,095,188
      Visual Networks(a)                         47,000             1,386,500
      WebTrends Corp(a)                          72,800             2,083,900
================================================================================
                                                                   30,901,956
0.66  DISTRIBUTION
      Insight Enterprises(a)                     78,400             1,989,400
================================================================================


<PAGE>

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
1.34  ELECTRICAL EQUIPMENT
      DII Group(a)                               69,500            $2,289,156
      Flextronics International Ltd(a)           35,000             1,750,000
================================================================================
                                                                    4,039,156
2.32  ELECTRONICS
      Anaren Microwave(a)                        93,900             2,012,981
      LeCroy Corp(a)                             66,475             1,155,003
      Mettler-Toledo International(a)            91,800             2,272,050
      Veeco Instruments(a)                       50,000             1,537,500
================================================================================
                                                                    6,977,534
4.88  ELECTRONICS -- SEMICONDUCTOR
      ANADIGICS Inc(a)                          112,100             2,802,500
      Applied Micro Circuits(a)                  34,500             2,039,812
      Cree Research(a)                           23,800             1,310,487
      Galileo Technology Ltd(a)                  53,000             1,649,625
      Maker Communications(a)                    75,000             1,715,625
      QLogic Corp(a)                             17,400             1,909,650
      Unitrode Corp(a)                          158,000             3,288,375
================================================================================
                                                                   14,716,074
0.81  ENTERTAINMENT
      SFX Entertainment Class A Shrs(a)          44,600             2,427,913
================================================================================
2.56  EQUIPMENT -- SEMICONDUCTOR
      American Xtal Technology(a)               137,000             2,868,437
      Brooks Automation(a)                      140,000             2,590,000
      Photronics Inc(a)                         115,000             2,271,250
================================================================================
                                                                    7,729,687
1.48  FINANCIAL
      HealthCare Financial Partners(a)           85,900             2,899,125
      MicroFinancial Inc                        128,200             1,554,425
================================================================================
                                                                    4,453,550
0.81  FOODS
      Suiza Foods(a)                             67,000             2,453,875
================================================================================
0.99  GAMING
      Harrah's Entertainment(a)                 137,700             2,977,762
================================================================================
2.47  HEALTH CARE DRUGS -- PHARMACEUTICALS
      Accredo Health(a)                          37,200             1,013,700
      Alkermes Inc(a)                            47,000             1,163,250
      ChiRex Inc(a)                             115,000             3,471,562



<PAGE>

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
Roberts Pharmaceutical(a)                        95,000            $1,805,000
================================================================================
                                                                    7,453,512
3.54  HEALTH CARE RELATED
      Laser Vision Centers(a)                    34,500             1,966,500
      MedQuist Inc(a)                            70,000             2,572,500
      Pharmaceutical Product Development(a)      62,000             1,658,500
      Province Healthcare(a)                    112,400             2,430,650
      ResMed Inc(a)                              21,000               589,313
      Sunrise Assisted Living(a)                 39,000             1,443,000
================================================================================
                                                                   10,660,463
0.89  INSURANCE
      HCC Insurance Holdings                    120,600             2,683,350
================================================================================
1.42  INVESTMENT BANK/BROKER FIRM
      Affiliated Managers Group(a)              105,000             3,071,250
      National Discount Brokers Group(a)         26,200             1,218,300
================================================================================
                                                                    4,289,550
1.59  LEISURE TIME
      Action Performance(a)                      57,200             2,173,600
      Intrawest Corp                            165,000             2,629,688
================================================================================
                                                                    4,803,288
0.59  MANUFACTURING
      Pentair Inc                                40,000             1,765,000
================================================================================
5.00  OIL & GAS RELATED
      Basin Exploration(a)                       41,000               686,750
      Global Marine(a)                          145,700             2,048,906
      Louis Dreyfus Natural Gas(a)               92,000             1,794,000
      Nabors Industries(a)                      147,000             2,940,000
      Newfield Exploration(a)                   100,500             2,550,188
      Precision Drilling(a)                     143,000             2,600,813
      Unit Corp(a)                              415,000             2,464,063
================================================================================
                                                                   15,084,720
1.37  PERSONAL CARE
      Ocular Sciences(a)                         51,100             1,558,550
      Playtex Products(a)                       170,000             2,571,250
================================================================================
                                                                    4,129,800
0.77  PUBLISHING
      Big Flower Holdings(a)                     75,000             2,334,375
================================================================================
0.64  RESTAURANTS
      Papa John's International(a)               49,000             1,935,500
================================================================================



<PAGE>

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
7.36  RETAIL
      American Eagle Outfitters(a)               63,600           $ 2,595,675
      Ames Department Stores(a)                  53,200             2,181,200
      Cost Plus(a)                               55,000             2,055,625
      eToys Inc(a)                               25,700             1,559,669
      Footstar Inc(a)                            48,000             1,863,000
      InterTAN Inc(a)                           160,000             2,470,000
      J Jill Group(a)                            66,100             1,065,862
      Men's Wearhouse(a)                        110,000             2,808,439
      Tuesday Morning(a)                        107,600             2,205,800
      Wild Oats Markets(a)                      115,000             3,370,938
================================================================================
                                                                   22,176,208
0.56  SAVINGS & LOAN
      FirstFed Financial(a)                      90,000             1,698,750
================================================================================
14.05 SERVICES
      ACNielsen Corp(a)                         105,000             2,959,687
      AHL Services(a)                           103,350             2,738,775
      Corporate Executive Board(a)               47,300             1,386,481
      Cotelligent Inc(a)                        154,200             2,062,425
      Critical Path(a)                           21,600             1,151,550
      Digital River(a)                           26,000               627,250
      Harte-Hanks Inc                           119,900             2,727,725
      INSpire Insurance Solutions(a)            135,000             2,354,062
      Integrated Electrical Services(a)          72,000             1,084,500
      Jack Henry & Associates                    43,220             1,526,206
      Media Metrix(a)                            16,700               794,294
      Metzler Group(a)                           47,200             1,545,800
      NCO Group(a)                               70,800             2,159,400
      NetGravity Inc(a)                          59,500             1,256,938
      Pegasus Systems(a)                         27,000               941,625
      ProBusiness Services(a)                    53,200             1,649,200
      Profit Recovery Group International(a)     33,200             1,222,175
      Provant Inc(a)                            123,600             1,931,250
      Rental Service(a)                         127,000             3,032,125
      Safeguard Scientifics(a)                   20,200             1,477,125
      Sykes Enterprises(a)                      115,000             3,579,375
      Sylvan Learning Systems(a)                 59,000             1,607,750
      TSI International Software Ltd(a)         115,000             2,544,375
================================================================================
                                                                   42,360,093


<PAGE>

                                                SHARES OR
                                                PRINCIPAL
%     DESCRIPTION                               AMOUNT               VALUE
- --------------------------------------------------------------------------------
0.89  TELECOMMUNICATIONS-- CELLULAR & WIRELESS
      Proxim Inc(a)                              69,800           $ 2,687,300
================================================================================
1.78  TELECOMMUNICATIONS -- LONG DISTANCE
      Dycom Industries(a)                        52,450             2,530,712
      Viatel Inc(a)                              63,000             2,835,000
================================================================================
                                                                    5,365,712
0.56  TELEPHONE
      Inet Technologies(a)                       99,200             1,692,600
================================================================================
0.84  TEXTILE -- APPAREL MANUFACTURING
      Quiksilver Inc(a)                          88,500             2,522,250
================================================================================
0.48  TEXTILE -- HOME FURNISHINGS
      Linens 'n Things(a)                        36,600             1,459,425
================================================================================
0.97  TRANSPORTATION
      Eagle USA Airfreight(a)                    61,800             2,912,325
================================================================================
      TOTAL COMMON STOCKS (Cost $229,273,355)                     260,164,597
================================================================================
13.70 SHORT-TERM  INVESTMENTS -- REPURCHASE AGREEMENTS
      Repurchase Agreement with State
       Street dated 5/28/1999 due
       6/1/1999 at 4.720%, repurchased
       at $41,311,654 (Collateralized
       by US Treasury Notes, due
       1/15/2008 at 3.625%, value
       $42,120,723) (Cost 41,290,000)       $41,290,000           41,290,000
================================================================================
100.00 TOTAL INVESTMENT SECURITIES AT VALUE
       (Cost $270,563,355)
       (Cost for Income Tax Purposes
       $272,033,944)                                            $301,454,597
================================================================================

(a) Security is non-income producing.

See Notes to Financial Statements



<PAGE>

STATEMENT OF ASSETS AND LIABIILITIES

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund
May 31, 1999

ASSETS

Investment Securities at Value (Cost $270,563,355)(a)         $ 301,454,597
Cash                                                                 96,503
Receivables:
  Investment Securities Sold                                      3,887,329
  Fund Shares Sold                                               18,138,168
  Dividends and Interest                                             40,302
Prepaid Expenses and Other Assets                                    54,325
================================================================================
TOTAL ASSETS                                                    323,671,224
================================================================================
LIABILITIES
Payables:
  Investment Securities Purchased                                 3,850,643
  Fund Shares Repurchased                                         1,615,949
Accrued Distribution Expenses                                        60,698
Accrued Expenses and Other Payables                                  34,488
================================================================================
TOTAL LIABILITIES                                                 5,561,778
================================================================================
NET ASSETS AT VALUE                                           $ 318,109,446
================================================================================
NET ASSETS
Paid-in Capital(b)                                            $ 266,665,076
Accumulated Undistributed Net Investment Loss                       (21,512)
Accumulated Undistributed Net Realized Gain on
  Investment Securities and Foreign Currency Transactions        20,574,640
Net Appreciation of Investment Securities and Foreign
     Security Transactions                                       30,891,242
================================================================================
NET ASSETS AT VALUE                                           $ 318,109,446
================================================================================
NET ASSET VALUE, Offering and Redemption
  Price per Share                                             $       12.08
================================================================================

(a)  Investment  securities  at  cost  and  value  at May  31,  1999  include  a
     repurchase agreement of $41,290,000.

(b)  The Fund has 200 million  authorized  shares of common stock,  par value of
     $0.01 per share, of which 26,328,923 were outstanding at May 31, 1999.

See Notes to Financial Statements



<PAGE>

STATEMENT OF OPERATIONS

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund
May 31, 1999

INVESTMENT INCOME
INCOME
Dividends                                                          $    244,603
Interest                                                              2,179,990
  Foreign Taxes Withheld                                                 (2,455)
================================================================================
  TOTAL INCOME                                                        2,422,138
================================================================================
EXPENSES
Investment Advisory Fees                                              1,973,393
Distribution Expenses                                                   657,798
Transfer Agent Fees                                                   1,116,282
Administrative Fees                                                      54,324
Custodian Fees and Expenses                                              62,805
Directors' Fees and Expenses                                             21,595
Professional Fees and Expenses                                           31,952
Registration Fees and Expenses                                           69,165
Reports to Shareholders                                                 177,855
Other Expenses                                                           14,054
================================================================================
  TOTAL EXPENSES                                                      4,179,223
  Fees and Expenses Absorbed by Investment Adviser                     (201,069)
  Fees and Expenses Paid Indirectly                                     (35,321)
================================================================================
     NET EXPENSES                                                     3,942,833
================================================================================
NET INVESTMENT LOSS                                                  (1,520,695)
================================================================================
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on:
  Investment Securities                                              22,194,189
  Foreign Currency Transactions                                         106,985
================================================================================
     Total Net Realized Gain                                         22,301,174
================================================================================
Change in Net Appreciation (Depreciation) of:
  Investment Securities                                              17,430,661
  Foreign Currency Transactions                                         (13,154)
================================================================================
     Total Net Appreciation                                          17,417,507
================================================================================
NET GAIN ON INVESTMENT SECURITIES AND
  FOREIGN CURRENCY TRANSACTIONS                                      39,718,681
================================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS                         $ 38,197,986
================================================================================


See Notes to Financial Statements



<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund

                                                           YEAR ENDED MAY 31
- --------------------------------------------------------------------------------
                                                           1999          1998
OPERATIONS
Net Investment Loss                               $  (1,520,695) $  (1,309,186)
Net Realized Gain on Investment Securities
  and Foreign Currency Transactions                  22,301,174     74,467,963
Change in Net Appreciation of Investment
  Securities and Foreign Currency Transactions       17,417,507    (10,293,630)
================================================================================
NET INCREASE IN NET ASSETS FROM OPERATIONS           38,197,986     62,865,147
================================================================================
DISTRIBUTIONS TO SHAREHOLDERS FROM
  NET REALIZED GAIN ON INVESTMENT
  SECURITIES AND FOREIGN CURRENCY
  TRANSACTIONS                                      (26,845,319)   (70,523,447)
================================================================================
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                       606,918,472    517,944,195
Reinvestment of Distributions                        26,316,463     68,478,048
================================================================================
                                                    633,234,935    586,422,243
Amounts Paid for Repurchases of Shares             (599,096,847)  (600,416,027)
================================================================================
NET INCREASE (DECREASE) IN NET ASSETS FROM
  FUND SHARE TRANSACTIONS                            34,138,088    (13,993,784)
================================================================================
TOTAL INCREASE (DECREASE) IN NET ASSETS              45,490,755    (21,652,084)
NET ASSETS
Beginning of Period                                 272,618,691    294,270,775
================================================================================
End of Period (Including Accumulated Undistributed
  Net Investment Loss of ($21,512) and ($15,689),
  respectively)                                   $ 318,109,446  $ 272,618,691
================================================================================

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

FUND SHARE TRANSACTIONS
Shares Sold                                          54,131,470     38,262,375
Shares Issued from Reinvestment of Distributions      2,518,300      6,425,767
================================================================================
                                                     56,649,770     44,688,142
Shares Repurchased                                  (53,229,883)   (44,729,581)
================================================================================
NET INCREASE (DECREASE) IN FUND SHARES                3,419,887        (41,439)
================================================================================


See Notes to Financial Statements



<PAGE>

INVESCO Notes to financial statements - Invesco Emerging Opportunity Funds,Inc.
                                        Small Company Growth Fund

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.

On May 20, 1999,  shareholders  of the Fund  approved an  Agreement  and Plan of
Conversion  and  Termination  providing  for the  conversion  of the Fund from a
separate series of INVESCO Emerging Opportunity Funds, Inc. to a separate series
of INVESCO Stock Funds,  Inc. INVESCO Stock Funds,  Inc. fiscal year-end is July
31.

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  agreements
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 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.

The Fund  incurred and elected to defer  post-October  31 net capital  losses of
$1,393,414 to the year ended May 31, 2000.  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.

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.  For the year  ended May 31,  1999,  the Fund  reclassified
$1,493,316  from  accumulated  undistributed  net  realized  gain on  investment
securities to accumulated  undistributed  net investment income and reclassified
$21,556 from paid-in capital to accumulated undistributed net investment income.

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.



<PAGE>

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; 0.65% on the next
$350  million of average  net  assets;  0.55% on  average  net assets  from $700
million  to $2  billion;  0.45% on  average  net  assets  from $2  billion to $4
billion;  0.40% on average net assets  from $4 billion to $6 billion;  0.375% on
average  net  assets  from $6 billion to $8  billion;  and 0.35% on average  net
assets in excess of $8 billion.  Effective May 13, 1999, all of the  breakpoints
in excess of $2 billion became contractual.

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  subsidiary  of IFG,  to a
maximum of 0.25% of annual average net assets.  For the year ended May 31, 1999,
the Fund paid the Distributor $658,293 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 paid 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. Effective May 13, 1999, the Fund pays
IFG an annual fee of $10,000  plus an  additional  amount  computed at an annual
rate of 0.045% of average net assets.

IFG has voluntarily  agreed to absorb certain fees and expenses  incurred by the
Fund.

NOTE 3 -- PURCHASES AND SALES OF INVESTMENT  SECURITIES.  For the year ended May
31, 1999,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $461,219,512 and $486,325,500, respectively.

There were no purchases or sales of  U.S. Government securities.

NOTE 4 -- APPRECIATION AND DEPRECIATION. At May 31, 1999, the gross appreciation
of  securities  in which there was an excess of value over tax cost  amounted to
$44,322,914  and the gross  depreciation  of  securities  in which  there was an
excess  of tax  cost  over  value  amounted  to  $14,902,261,  resulting  in net
appreciation of $29,420,653.

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 are  based on an  annual  rate  equal to 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, 1999,  included in Directors'  Fees
and  Expenses in the  Statement of  Operations  were  $6,335.  Unfunded  accrued
pension  costs of $12,503  and  pension  liability  of $34,014  are  included in
Prepaid Expenses and Accrued Expenses,  respectively, in the Statement of Assets
and Liabilities.



<PAGE>

The independent directors have contributed to a deferred fee agreement, 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 may be invested in the shares of any of the INVESCO Funds.

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, 1999, there were
no such borrowings.

NOTE 7 -- ACQUISITION OF INVESCO  DIVERSIFIED FUNDS, INC. -- SMALL COMPANY VALUE
FUND ("TARGET  FUND").  On June 4, 1999, the Fund acquired all the net assets of
the  Target  Fund  pursuant  to an  Agreement  and  Plan of  Reorganization  and
Termination  approved  by the Target  Fund  shareholders  on May 20,  1999.  The
acquisition was  accomplished by a tax-free  exchange of 3,019,096 shares of the
Fund  (valued  at  $37,196,562)  for the  3,719,526  shares of the  Target  Fund
outstanding  on  June 4,  1999.  The  Target  Fund's  net  assets  at that  date
($37,196,562),  including $3,216,394 of unrealized  appreciation,  were combined
with those of the Fund. The aggregate net assets of the Fund and the Target Fund
immediately   before  the  acquisition   were   $341,636,283   and  $37,196,562,
respectively.   The  net  assets  of  the  Fund  after  the   acquisition   were
$378,832,845.

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

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 INVESCO Small Company Growth Fund
(the sole portfolio  constituting  INVESCO  Emerging  Opportunity  Funds,  Inc.,
hereafter  referred  to as the  "Fund")  at May 31,  1999,  the  results  of its
operations  for the year then  ended,  the changes in its net assets for each of
the two years in the period then ended and the financial  highlights for each of
the 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 responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation of securities at May 31, 1999 by correspondence  with the custodian
and brokers, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Denver, Colorado
July 6, 1999



<PAGE>

FINANCIAL HIGHLIGHTS

Invesco Emerging Opportunity Funds, Inc. -- Small Company Growth Fund
(For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
                                                                     YEAR ENDED MAY 31
- --------------------------------------------------------------------------------------------------------------
                                              1999           1998          1997           1996          1995
<S>                                           <C>            <C>           <C>            <C>           <C>
PER SHARE DATA
Net Asset Value-- Beginning of Period      $ 11.90        $ 12.82       $ 14.38         $ 9.37       $ 11.40
=============================================================================================================
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)(a)               0.00          (0.06)        (0.07)         (0.06)         0.04
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)              1.35           2.56         (0.96)          5.25          0.46
=============================================================================================================
TOTAL FROM INVESTMENT OPERATIONS              1.35           2.50         (1.03)          5.19          0.50
=============================================================================================================
LESS DISTRIBUTIONS
Dividends from Net Investment Income          0.00           0.00          0.00           0.00          0.04
Distributions from Capital Gains              1.17           3.42          0.53           0.18          2.49
=============================================================================================================
TOTAL DISTRIBUTIONS                           1.17           3.42          0.53           0.18          2.53
=============================================================================================================
Net Asset Value-- End of Period            $ 12.08        $ 11.90       $ 12.82        $ 14.38       $  9.37
=============================================================================================================

TOTAL RETURN                                 12.91%         22.65%        (7.08%)        55.78%         4.98%

RATIOS
Net Assets -- End of Period
  ($000 Omitted)                           $318,109       $272,619      $294,259       $370,029      $153,727
Ratio of Expenses to Average
  Net Assets(b)                               1.51%(c)       1.48%(c)      1.52%(c)       1.48%(c)      1.49%
Ratio of Net Investment Income
  (Loss) to Average Net Assets(b)            (0.58%)        (0.42%)       (0.55%)        (0.78%)        0.41%
Portfolio Turnover Rate                        203%           158%          216%           221%          228%
</TABLE>

(a) Net investment income (loss) for the year ended May 31, 1999 aggregated less
    than $0.01 on a per share basis.

(b) Various expenses of the Fund were voluntarily  absorbed by IFG for the years
    ended May 31, 1999, 1997 and 1995. If such expenses had not been voluntarily
    absorbed,  ratio of expenses  to average  net assets  would have been 1.59%,
    1.54% and 1.52%, respectively,  and ratio of net investment income (loss) to
    average  net  assets   would  have  been   (0.66%),   (0.57%),   and  0.38%,
    respectively.

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



<PAGE>

OTHER INFORMATION

UNAUDITED

On May 20, 1999, a special  meeting of the  shareholders of the Fund was held at
which  the ten  directors  identified  below  were  elected.  The  selection  of
PricewaterhouseCoopers LLP as independent accountants (Proposal 1), the approval
of changes to the fundamental investment restrictions identified below (Proposal
2) and the  approval of an  Agreement  and Plan of  Conversion  and  Termination
providing  for the  conversion  of  INVESCO  Small  Company  Growth  Fund from a
separate  series of INVESCO  Emerging  Opportunity  Funds,  Inc.,  to a separate
series of INVESCO Stock Funds, Inc. (Proposal 3) were ratified. The following is
a report of the votes cast:

<TABLE>
<CAPTION>
                                                                   WITHHELD/
NOMINEE/PROPOSAL                         FOR        AGAINST          ABSTAIN              TOTAL
- -----------------------------------------------------------------------------------------------
<S>                               <C>                 <C>              <C>               <C>
Charles W. Brady                  13,553,881              0          409,295         13,963,176
Fred A. Deering                   13,549,233              0          413,943         13,963,176
Mark H. Williamson                13,560,088              0          403,088         13,963,176
Dr. Victor L. Andrews             13,566,204              0          396,972         13,963,176
Bob R. Baker                      13,563,662              0          399,514         13,963,176
Lawrence H. Budner                13,567,957              0          395,219         13,963,176
Dr. Wendy Lee Gramm               13,567,730              0          395,446         13,963,176
Kenneth T. King                   13,558,129              0          405,047         13,963,176
John W. McIntyre                  13,569,646              0          393,530         13,963,176
Dr. Larry Soll                    13,573,364              0          389,812         13,963,176

Proposal 1                        13,484,611        130,651          347,913         13,963,175

Proposal 2
Modification of Fundamental
  Investment Restrictions on:
a -- Borrowing and adoption of
  non-fundamental restriction
  on borrowing                     11,916,456       440,195        1,606,525         13,963,176
b --Issuance of senior
  securities                       11,913,055       443,596        1,606,525         13,963,176
c --Investing in another
  investment company               11,920,773       435,878        1,606,525         13,963,176
d --Issuer diversification         11,921,324       435,327        1,606,525         13,963,176
e --Loans                          11,917,300       439,351        1,606,525         13,963,176
f --Investing in commodities       11,914,050       442,601        1,606,525         13,963,176
g --Real estate investments        11,922,981       433,670        1,606,525         13,963,176
h --Underwriting securities        11,921,623       435,028        1,606,525         13,963,176
i --Industry concentration         11,920,994       435,657        1,606,525         13,963,176
Elimination of Fundamental
  Investment Restrictions on:
j -- Short sales and margin
  purchases and adoption of
  non-fundamental restriction
  on short sales and margin
  purchases                        11,914,050       442,601        1,606,525         13,963,176
k --Investing in companies
  for the purpose of exercising
  control or management            11,921,169       435,482        1,606,525         13,963,176
l -- Fund ownership of securities
  also owned by directors and
  officers of the Fund or its
  investment adviser               11,916,013       440,638        1,606,525         13,963,176



<PAGE>

OTHER INFORMATION (CONTINUED)


                                                                     WITHHELD/
NOMINEE/PROPOSAL                          FOR       AGAINST            ABSTAIN            TOTAL
- -----------------------------------------------------------------------------------------------

m -- Mortgaging, pledging or
  hypothecating securities         11,918,383       438,268          1,606,525       13,963,176
n --Investments in oil, gas
  and other mineral leases or
  programs                         11,918,931       437,720          1,606,525       13,963,176
o --Investing in securities of
  newly formed issuers             11,921,477       435,174          1,606,525       13,963,176

Proposal 3                         12,079,310       365,607          1,518,259       13,963,176
</TABLE>


<PAGE>

                             INVESCO Family of Funds

                                                                  Newspaper
Fund Name                        Fund Code  Ticker Symbol       Abbreviation
- --------------------------------------------------------------------------------
International
International Blue Chip             09          IIBCX             ItlBlChp
Pacific Basin                       54          FPBSX             PcBas
European                            56          FEURX             Europ
Latin American Growth               34          IVSLX             LtnAmerGr
- --------------------------------------------------------------------------------
Sector
Energy                              50          FSTEX             Enrgy
Financial Services                  57          FSFSX             FinSvc
Gold                                51          FGLDX             Gold
Health Sciences                     52          FHLSX             HlthSc
Leisure                             53          FLISX             Leisur
Realty                              42          IVSRX             Realty
Technology-Class II                 55          FTCHX             Tech
Utilities                           58          FSTUX             Util
Worldwide Communications            39          ISWCX             WldCom
(as of 7/30/99, Telecommunications)                               (as of 8/1/99
                                                                   Telecomm)
- --------------------------------------------------------------------------------
Stock
Growth & Income                     21          IVGIX             Gro&Inc
INVESCO Endeavor                    61          IVENX             Endeavor
Blue Chip Growth                    10          FLRFX             BlChpGro
Dynamics                            20          FIDYX             Dynm
Small Company Growth                60          FIEGX             SmCoGth
Value Equity                        46          FSEQX             ValEq
S&P 500 Index Fund-Class II         23          ISPIX             SP500II
- --------------------------------------------------------------------------------
Combination Stock & Bond
Industrial Income                   15          FIIIX             IndInc
(as of 7/30/99, Equity Income)                                    (as of 8/1/99,
                                                                   EquityInc)
Total Return                        48          FSFLX             TotRtn
Balanced                            71          IMABX             Bal
- --------------------------------------------------------------------------------
Bond
U.S. Government Securities          32          FBDGX             USGvt
Select Income                       30          FBDSX             SelInc
High Yield                          31          FHYPX             HiYld
Tax-Free Bond (formerly,
  Tax-Free Long-Term Bond)          35          FTIFX             TxFre
- --------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund          44          FUGXX             InvGvtMF
Cash Reserves                       25          FDSXX             InvCshR
Tax-Free Money Fund                 40          FFRXX             InvTaxFree
Money Market Reserve                96          IMRXX             INVESCOMMR
Tax-Exempt Reserve                  95          ITTXX             INVESCOTTE


FOR MORE INFORMATION ABOUT ANY OF THE INVESCO FUNDS,  INCLUDING  MANAGEMENT FEES
AND  EXPENSES,  PLEASE  CALL  US AT  1-800-525-8085  FOR A  PROSPECTUS.  READ IT
CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

<PAGE>

                                 [INVESCO ICON]
                                    INVESCO



                                   YOU SHOULD
                                    KNOW WHAT
                                 INVESCO KNOWS(TM)











We're easy to stay in touch with:

Investor Services: 1-800-525-8085
PAL(R), your personal account line: 1-800-424-8085
On the World Wide Web: www.invesco.com

In Denver, visit one of our convenient Investor Centers:
Cherry Creek, 3003 East Third Avenue, Suite 1
Denver Tech Center, 7800 East Union Avenue, Lobby Level

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

This information must be preceded or accompanied
by a current prospectus.






A60 9016 7/99



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission