INVESCO INTERNATIONAL FUNDS INC
N-30D, 1996-12-20
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ANNUAL REPORT

October 31, 1996

INVESCO
INTERNATIONAL
FUNDS, INC.

European
Pacific Basin
International Growth

No-Load Mutual Funds Seeking
Opportunities Overseas

INVESCO FUNDS


<PAGE>



Market Overview                                                    November 1996
     Because the  currencies  and economies of many countries are closely linked
to that of the U.S.,  securities  markets beyond American shores have paid close
attention to the Federal Reserve Board.  The correction in the U.S. stock market
last July jolted equity exchanges from Hong Kong to Switzerland;  the subsequent
strong rebound in the S&P 500 had a parallel positive impact.
     Markets  in the Far East  have been  particularly  challenging  this  year.
Historically, Asian securities markets have tended to slow or decline during the
summer months.  This year,  lingering doubts regarding economic recovery and the
outlook  for  corporate  earnings  have held down  gains in the  Japanese  stock
market;  in local  currency  terms,  the Nikkei Dow advanced a scant 3% over the
first ten months of 1996. In addition,  political problems -- including riots in
Indonesia and a tight monetary  policy in Thailand -- stymied  certain  emerging
markets  outside of Japan.  For instance,  the Thai market has dropped over 25%.
However,  equity  markets  in  Taiwan,  Malaysia  and Hong  Kong  have  advanced
vigorously in 1996.
      Investors in European markets have enjoyed a less volatile, generally more
rewarding year; as a group these markets have outperformed the S&P 500. Although
governments  throughout  that region are straining to reduce budget deficits and
unemployment  remains high,  many  analysts  believe that  economies  there will
continue to enjoy a moderate  expansion.  Key markets such as Germany and France
have produced  double-digit  returns over the first ten months of 1996, although
performance in the U.K. has lagged.
      Results  throughout  Latin  America  have  been more  mixed but  generally
positive. Due to an unexpectedly strong economic recovery, the Mexican bolsa has
advanced strongly through the year. Other markets,  including  Venezuela,  Peru,
and Brazil,  have also performed well.  However,  an overheated  Chilean economy
caused the market to drop in recent months.

INVESCO International Funds, Inc.
      Each  of the  funds  is  managed  by a team  of  investment  professionals
specializing in various  countries.  A senior investment policy group determines
the country-by-country  allocation of the fund's assets, overall stock selection
methodology, and risk control policies.
      The line graphs on the following  pages  illustrate the value of a $10,000
investment in each of the INVESCO International Funds, plus reinvested dividends
and capital gain distributions,  for the ten-year period ended 10/31/96;  or, in
the case of  International  Growth Fund, from inception  through  10/31/96.  The
charts and other total return  figures cited reflect the  portfolios'  operating
expenses,  but the indexes do not have expenses,  which would,  of course,  have
lowered their performance.(2)




<PAGE>


European Fund

                                European Fund
                       Average Annualized Total Return
                              as of 10/31/96(2)

                    1 year                             28.47%
                    -----------------------------------------
                    5 years                            10.60%
                    -----------------------------------------
                    10 years                            9.21%
                    -----------------------------------------

      Lipper Analytical  Services ranked INVESCO European Fund #5 of 43 European
region  funds for the  one-year  period  ended  10/31/96,  based on total return
unadjusted for commissions. For the five-year period, the fund was ranked #13 of
17 funds, and for the 10-year period, #3 of 4.(3)
      For the one-year period ended 10/31/96,  INVESCO European Fund had a total
return of 23.47%,  compared to a total  return of 15.05% for the Morgan  Stanley
Capital  Index-Euro  18. (The  MSCI-Euro 18 is an unmanaged,  weighted  index of
European stock markets. Because this index does not extend back a full 10 years,
the line graph compares the fund to the  geographically  broader  MSCI-EAFE.  Of
course, past performance is not a guarantee of future results.)(1),(2)
      The fund's  strong  performance  against the  MSCI-Euro 18 resulted from a
number of factors.  As we discussed in the semiannual report dated 4/30/96,  the
mediocre  performance of the regional index may largely be attributed to sub-par
results in the U.K. While economic  growth in the U.K. is expected to strengthen
in 1997,  driven by  improvements  in consumer  spending  and a cautious  fiscal
policy,  inflation is running  relatively  hotter than on the continent,  and we
expect to continue underweighting British stocks.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  European  Fund  to  the  value  of a  $10,000
      investment in the MSCI  Europe/Australia/Far  East Index, assuming in each
      case reinvestment of all dividends and capital gain distributions, for the
      ten year period ended 10/31/96.

      Positive  trade  balances  have aided stock  prices in Germany and France.
Both  countries  face serious  economic  challenges,  particularly  double-digit
unemployment figures. Nonetheless,  stock prices have enjoyed strong advances in
both countries throughout the year. Currently,  they represent about 23% of fund
assets.
     In 1996, inflation and interest rates remain low throughout most of Europe.
Consequently,  we have overweighted growth stocks,  particularly in the areas of
health care,  services,  and luxury/upscale  goods. Over the past six months, we
have opened new  positions in Fresenius  Medical Care AG Sponsored  ADR (medical
equipment & supplies) and Cortecs International Ltd (medical related-drugs),  as
well as Adidas AG and Puma AG Rudolf  Dassler  Sport (both  textiles and apparel
manufacturers).


<PAGE>



      Analysts  generally do not anticipate  the recovery to accelerate.  We are
therefore  focusing the fund's holdings on companies which have the potential to
grow  earnings  despite the economic  environment.  Sectors  such as  utilities,
financial services, and cyclical stocks are currently underweighted, in favor of
media related, pharmaceuticals, technology, and business services.

Pacific Basin Fund

                              Pacific Basin Fund
                         Average Annual Total Return
                              as of 10/31/96(2)

                    1 year                              3.55%
                    -----------------------------------------
                    5 years                             4.86%
                    -----------------------------------------
                    10 years                            7.22%
                    -----------------------------------------

      Lipper  Analytical  Services  ranked INVESCO  Pacific Basin Fund #24 of 38
Pacific  region funds for the one-year  period  ended  10/31/96,  based on total
return unadjusted for commissions. For the five-year period, the fund was ranked
#11 of 12 funds, and for the 10-year period, #3 of 4.(3)
      For the one-year period ended  10/31/96,  INVESCO Pacific Basin Fund had a
total  return  of 3.55%,  compared  to a total  return  of 3.50% for the  Morgan
Stanley Capital Index-Pacific. (The MSCI-Pacific is an unmanaged, weighted index
of Far Eastern stock markets.  Of course, past performance is not a guarantee of
future results.)(1),(2)
      For the first half of 1996, the Japanese stock market reflected investors'
belief  that the  economy  there was in  recovery.  Over the  summer,  sentiment
changed. In particular, the recent, inconclusive elections cast doubt on the new
government's ability to maintain -- much less expand -- the climate for economic
growth, and in fact, the economy contracted during the third quarter.
      Over the latter half of the year, the Japanese market has backtracked. The
fund's focus on the Nikkei Dow has hurt  performance  over the latest  six-month
period,  although  we are  underweighted  relative  to the  index.  Nonetheless,
valuations  are more  attractive  than they have been for some time, and certain
areas have the  potential to  outperform.  In recent  months,  we have added two
computer  software  firms,  Meitec  Corp  and NTT  Data,  and will  continue  to
selectively  seek similar  opportunities in the  communications  and electronics
industries.
      At the same time,  we have  maintained  a  moderately  defensive  strategy
regarding emerging economies, while favoring markets such as Hong Kong. Over the
past six months, we have taken positions in Cheung Kong Infrastructure  Holdings
Ltd (building &  construction),  as well as two  additional  real estate related
firms, Hopewell Holdings Ltd and DC Fiance Holdings Ltd.



<PAGE>



      The Malaysian market has advanced strongly this year. In recent months, we
have  expanded  our  weighting   here.   New  holdings   include  Intria  Berhad
(chemicals), Arab Malaysian Berhad (diversified), Landmarks Berhad (hotels), and
Malaysian Resources Berhad (real estate related).

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  Pacific  Basin Fund to the value of a $10,000
      investment in the MSCI Pacific Index,  assuming in each case  reinvestment
      of all dividends and capital gain  distributions,  for the ten year period
      ended 10/31/96.

      Given the  political  and  economic  outlook in Asia-ex  Japan,  we remain
cautious  about certain  emerging  markets.  We will look for  opportunities  to
increase  holdings on a selective  basis in Malaysia,  as well as Singapore  and
Australia,  while concurrently reducing exposure to Thailand,  Taiwan, and South
Korea.

International Growth Fund


                              International Fund
                         Average Annual Total Return
                              as of 10/31/96(2)

                    1 year                             12.01%
                    -----------------------------------------
                    5 years                             5.07%
                    -----------------------------------------
                    10 years                            5.65%
                    -----------------------------------------

      Lipper Analytical Services ranked INVESCO  International  Growth Fund #128
of 324  international  funds for the one-year  period ended  10/31/96,  based on
total return unadjusted for commissions.  For the five-year period, the fund was
ranked #66 of 69 funds.(3)
      For the one-year period ended 10/31/96,  INVESCO International Growth Fund
had   a   total    return   of    12.01%.    The    Morgan    Stanley    Capital
Index-Europe/Australia/Far  East  had a total  return  of  10.77%  for the  same
period.  The fund also  outperformed  the  index  over the most  recent  6-month
period;  the fund  rose  1.39%  compared  to  (2.29%)  for the  MSCI-EAFE.  (The
MSCI-EAFE is a weighted index of international  stock markets.  Of course,  past
performance is not a guarantee of future results.)(1),(2)
      Over the first half of the fiscal year, we decreased  Japanese and British
holdings  in favor of  increased  weightings  in France  and  selected  emerging
economies of Southeast Asia, such as Malaysia,  Singapore, the Philippines,  and
South Korea. We also took modest positions in Brazil.
     The core  position  in Hong Kong aided fund  results.  That market ties its
currency to the U.S. dollar and is highly  sensitive to U.S.  interest rates; as
the latter stabilized in 1996, results from the Hang Seng market index continued
to improve.


<PAGE>



      European results have also been encouraging in 1996.  Although the outlook
does not favor a more vigorous economic  recovery,  selected  companies have the
potential  to perform  well  despite the  economic  situation.  As a result,  we
anticipate  favoring  continental  Europe and  certain  Asian  countries  in the
near-term.

Graph:
      This  line  graph  represents  a  comparison  of the  value  of a  $10,000
      investment  in the  INVESCO  International  Growth  Fund to the value of a
      $10,000  investment  in the MSCI  Pacific  Index,  assuming  in each  case
      reinvestment of all dividends and capital gain distributions, for the nine
      year period ended 10/31/96.

      In recent months,  we have  selectively  added to holdings in a variety of
industries,  maintaining  the fund's broad level of market sector and geographic
diversification.  For example,  new financial  services  positions include Banco
Frances del Rio de la Plata SA Sponsored ADR (Argentina), Malayan Banking Berhad
(Malaysia),  and Oversea-Chinese  Banking Ltd (Singapore),  New Japan Securities
Ltd (Japan), and Schweiz Rueckversicherungs  Gesellschaft (Switzerland).  On the
consumer  side,  we added Blue  Square-Israel  Ltd  Sponsored  ADR  (Israel) and
Controladora Commercial Mexican SA de CV ADR (Mexico). We also took positions in
two  telecommunications  firms, PT Indonesian  Satellite Spnsrd  (Indonesia) and
Telecom Brasileiras SA Spnsrd ADR (Brazil).

(1)The  MSCI-EAFE,  MSCI-Euro 18, and MSCI-Pacific are unmanaged indexes of
common stocks  considered  to be  representative  of the overall  international,
European,  and Pacific Basin  regional  securities  markets,  respectively.  The
Nikkei  Dow and Hang  Seng are  unmanaged  indexes  indicative  of broad  market
performance  in Japan and Hong Kong,  respectively.  The S&P 500 is an unmanaged
index indicative of the broad U.S. stock market.

(2)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.

(3)Rankings  provided by Lipper  Analytical  Services,  an independent fund
analyst,  are based upon total return  performance  unadjusted for  commissions.
When available, rankings are cited for one-, five- and 10-year periods.


<PAGE>



INVESCO International Funds, Inc.
Ten Largest Common Stock Holdings
October 31, 1996

Description                                                              Value
- --------------------------------------------------------------------------------
EUROPEAN Fund
Tomra Systems A/S A                                                   $8,395,278
Sandoz AG Ltd Registered Shrs                                          8,125,045
Gucci Group NV New York Registered Shrs                                6,900,000
TT Tieto OY Series B Shrs                                              6,817,111
Adidas AG                                                              6,604,941
Falck A/S                                                              6,213,448
Cimentos de Portugal SA                                                5,467,678
Sage Group PLC                                                         5,107,069
Bulgari SpA                                                            5,026,193
Compass Group PLC                                                      4,966,620

INTERNATIONAL GROWTH Fund
Christian Dior SA                                                     $1,890,297
Banco Bilbao Vizcaya SA Registered Shrs                                1,614,815
BIC SA                                                                 1,561,570
Sandoz AG Ltd Registered Shrs                                          1,363,847
HSBC Holdings PLC                                                      1,287,698
AXA SA                                                                 1,279,803
Autoliv AB                                                             1,202,791
Schweiz Rueckversicherungs
   Gesellschaft Registered Shrs                                        1,185,031
Hutchison Whampoa Ltd                                                  1,159,296
Canal Plus                                                             1,151,533

PACIFIC BASIN Fund
HSBC Holdings PLC                                                     $4,785,042
New World Development Ltd                                              4,073,832
Hutchison Whampoa Ltd                                                  4,050,553
CITIC Pacific Ltd                                                      3,890,186
Cheung Kong Holdings Ltd                                               3,664,380
Sun Hung Kai Properties Ltd                                            3,584,972
Swire Pacific Ltd Class A Shrs                                         3,442,388
Malayan Banking Berhad                                                 3,413,542
United Engineers Berhad                                                3,166,184
Hang Seng Bank Ltd                                                     3,085,119

Composition of holdings is subject to change.



<PAGE>



INVESCO International Funds, Inc.
Statement of Investment Securities
October 31, 1996
                                                       Shares or
                                      Industry         Principal
Description                             Code            Amount             Value
- --------------------------------------------------------------------------------
EUROPEAN Fund
COMMON STOCKS &
   WARRANTS 90.40%
AUSTRALIA 0.58%
Cortecs International Ltd
   London Shrs*                           MD           500,000        $1,669,110
                                                                   -------------
AUSTRIA 1.38%
Wolford AG Bearer Shrs                    TA            30,000         3,958,644
                                                                   -------------
BELGIUM 1.00%
Barco NV*                                 EL            17,500         2,878,366
                                                                   -------------
DENMARK 3.85%
Falck A/S                                 SA            23,000         6,213,448
Oticon Holding A/S Series A Shrs          HC            30,000         4,826,564
                                                                   -------------
                                                                      11,040,012
                                                                   -------------
FINLAND 5.27%
KCI Konecranes International*             MY            90,000         2,482,571
Orion-yhtyma OY Series A Shrs             MD            90,000         3,137,970
Raision Tehtaat OY                        FD            45,000         2,691,107
TT Tieto OY Series B Shrs                 CO           101,720         6,817,111
                                                                   -------------
                                                                      15,128,759
                                                                   -------------
FRANCE 9.83%
Altran Technologies SA                    BS            16,500         4,942,062
Axime*                                    BS             1,283           134,876
CIPE-France SA                            SA            12,000         1,491,722
Canal Plus                                BR            15,000         3,714,622
Castorama-Dubois
   Investissements                        RT            14,000         2,398,109
Cegedim SA                                HC             5,640           444,073
Christian Dior SA                         DV            22,000         2,928,629
Christian Dior SA
   Warrants (Exp 1998)*                   DV            30,000           625,466
Dassault Systemes SA*                     CO            71,050         3,059,987
Infogrames Entertainment SA*              RR             3,600           403,117
Manutan                                   WH            20,000         1,675,740
Penauille Polyservices                    BS            14,000         2,521,440
Sodexho SA                                BS             8,000         3,860,466
                                                                   -------------
                                                                      28,200,309
                                                                   -------------


<PAGE>


GERMANY 8.80%
Adidas AG                                 TA            77,000         6,604,941
Bayer AG Warrants
   (Exp 1997)*                            CH            10,000         1,595,955
Bayerische Motoren Werke AG               AM             8,000         4,684,112
Eurobike AG*                              RT            85,000         1,881,773
Fresenius Medical Care AG
   Sponsored ADR*                         MQ           156,406         4,653,078
Hoechst AG                                CH           110,000         4,139,901
Puma AG Rudolf Dassler Sport*             TA            56,400         1,667,922
                                                                   -------------
                                                                      25,227,682
                                                                   -------------
ITALY 8.11%
Bulgari SpA                               RT           290,000         5,026,193
De Rigo SpA Sponsored ADR*                MP           150,220         1,633,642
Ente Nazionale Idrocarburi SpA
   Registered Shrs                        OG           600,000         2,872,581
Gucci Group NV New York
   Registered Shrs                        TA           100,000         6,900,000
Mediolanum SpA*                           IN           260,000         2,576,097
SAES Getters SpA Non-Conv
   Savings Shrs                           CH           150,000         1,848,495
Safilo SpA                                MQ           135,000         2,402,055
                                                                   -------------
                                                                      23,259,063
                                                                   -------------
NETHERLANDS 7.87%
BE Semiconductor Industries NV
   New York Registered Shrs*              SE           130,600         1,567,200
Baan Co NV*                               CO            75,000         2,775,000
Getronics NV                              CO           168,000         4,130,901
ING Groep NV                              FR           122,500         3,821,125
Oce-Van Der Grinten NV                    OE            44,500         4,749,392
Randstad Holding NV*                      BS            54,000         4,368,651
Toolex-Alpha NV*                          AV           120,000         1,153,369
                                                                   -------------
                                                                      22,565,638
                                                                   -------------
NORWAY 5.17%
Alvern A/S*                               AD            80,531           972,659
Ark A/S A                                 CO            60,000         1,449,368
Nera A/S A                                TC            65,000         2,339,929
Sensonor A/S*                             AM           230,000         1,659,558
Tomra Systems A/S A                       MY           591,398         8,395,278
                                                                   -------------
                                                                      14,816,792
                                                                   -------------
PORTUGAL 1.91%
Cimentos de Portugal SA                   BC           260,000         5,467,678
                                                                   -------------


<PAGE>


SPAIN 1.32%
Banco Bilbao Vizcaya SA
   Registered Shrs                        BK            50,000         2,431,950
Sol Melia SA*                             HL            50,530         1,345,805
                                                                   -------------
                                                                       3,777,755
                                                                   -------------
SWEDEN 5.83%
Assa Abloy AB Series B Shrs               MA           237,446         3,653,305
Autoliv AB                                AM            80,000         3,400,117
Caran AB Series B Shrs                    CO            50,000           563,639
Frontec AB Series B Shrs*                 CO           241,000         3,450,997
Nobel Biocare AB                          MQ           195,000         3,297,291
Pricer AB Series B Shrs*                  BS            57,142         1,175,138
Scala International AB*                   CO            16,000         1,182,120
                                                                   -------------
                                                                      16,722,607
                                                                   -------------
SWITZERLAND 7.39%
Oerlikon-Buhrle Holding AG Ltd
   Registered Shrs*                       DV            20,000         1,982,203
Roche Holding AG Ltd
   Genusscheine Non-Voting Shrs           MD               300         2,278,540
Sandoz AG Ltd Registered Shrs             MD             7,000         8,125,045
Schweiz Rueckversicherungs
   Gesellschaft Registered Shrs*          IN             3,600         3,878,285
Sulzer AG Registered Shrs                 MA             4,500         2,570,508
Swiss Bank Sandoz Warrants
   (Exp 1997)*                            BK            25,000           552,157
Swissair AG Registered Shrs*              TR             2,300         1,799,872
                                                                   -------------
                                                                      21,186,610
                                                                   -------------
UNITED KINGDOM 21.25%
Arsenal Football Club PLC*                RR               306           984,124
Ashbourne PLC                             HC           300,000           691,256
Bass PLC                                  FD           200,000         2,566,358
Business Post PLC                         BS           200,000         1,506,270
Carlton Communications PLC                EL           400,000         3,204,691
Chiroscience Group PLC*                   MD           322,856         1,871,630
Compass Group PLC                         BS           500,000         4,966,620
FirstBus Group PLC                        TR         1,037,771         3,084,079
Glaxo Wellcome PLC                        MD           175,000         2,747,111
Granada Group PLC                         AV           240,000         3,456,768
Hays PLC                                  BS           170,000         1,421,512
Kingfisher PLC                            RT           400,000         4,256,638
Lloyds TSB Group PLC                      BK           430,800         2,735,907
Manchester United PLC                     RR           257,000         2,151,084
Marks & Spencer PLC                       RT           160,000         1,343,104
Memory Corp PLC*                          CO            75,000            81,216
Misys PLC                                 CO           240,000         3,546,655
National Express Group PLC                TR           150,000         1,154,128
National Power PLC                        UT           160,000         1,060,414
National Westminster Bank PLC             BK           220,000         2,513,110
Rentokil Group PLC                        BS           550,000         3,694,432
Sage Group PLC                            CO           650,000         5,107,069
Siebe PLC                                 CI           160,000         2,518,158
TC Group PLC                              HC           600,000         1,416,708


<PAGE>



Tottenham Hotspur PLC                     RR           165,000         1,426,723
VideoLogic Group PLC*                     CO           400,000           335,450
Visual Action Holdings PLC                BS           300,000         1,121,153
                                                                   -------------
                                                                      60,962,368
                                                                   -------------
UNITED STATES 0.84%
OXiGENE Inc*                              MD           100,000         2,425,000
TOTAL COMMON STOCKS & WARRANTS
   (Cost $211,015,723)                                               259,286,393
                                                                   -------------
PREFERRED STOCKS 6.24%
GERMANY 6.24%
Fielmann AG Non-Voting Pfd                RT            45,000         1,873,513
Fresenius AG Non-Voting Pfd               MP            38,500         8,332,505
SAP AG Non-Voting Pfd                     CO            47,000         6,330,027
Sander (Jil) AG Non-Voting Pfd            TA             2,053         1,356,727
                                                                   -------------
TOTAL PREFERRED STOCKS
   (Cost $14,456,876)                                                 17,892,772
                                                                   -------------
SHORT-TERM INVESTMENTS -
   COMMERCIAL PAPER 3.36%
UNITED STATES 3.36%
Associates Corp of North America
   5.650%, 11/1/1996
   (Cost $9,640,000)                      FR         9,640,000         9,640,000
                                                                   -------------
TOTAL INVESTMENT 
   SECURITIES AT VALUE 100.00%
   (Cost  $235,112,599)
   (Cost for Income Tax Purposes
   $236,320,805)                                                     286,819,165
                                                                   =============

INTERNATIONAL GROWTH Fund
COMMON STOCKS & WARRANTS 91.24%
ARGENTINA 0.96%
Banco Frances del Rio de la
   Plata SA Sponsored ADR                 BK             8,400           220,500
Perez Companc SA Sponsored
   ADR Representing 2 Class
   B Shrs                                 DV            50,850           640,786
                                                                   -------------
                                                                         861,286
                                                                   -------------
AUSTRALIA 3.10%
Aberfoyle Ltd                             MM           125,000           261,723
Broken Hill Proprietary Ltd               MM            21,900           290,929
CRA Ltd                                   MM            23,025           361,205
CSR Ltd                                   DV            85,000           285,833


<PAGE>


National Australia Bank Ltd               BK            56,300           618,424
News Corp Ltd                             PR            95,000           540,974
WMC Holdings Ltd                          MM            66,000           415,093
                                                                   -------------
                                                                       2,774,181
                                                                   -------------
BRAZIL 0.13%
Rhodia-Ster SA GDR^                       CH            33,000           112,418
                                                                   -------------
CHILE 0.60%
Madeco SA ADR                             BC             8,500           204,000
Sociedad Quimica y Minera de
   Chile SA Sponsored ADR                 CH             5,800           333,500
                                                                   -------------
                                                                         537,500
                                                                   -------------
CHINA 0.56%
Guangshen Railway Ltd
   Sponsored ADR*                         TR            27,000           502,875
                                                                   -------------
FRANCE 8.36%
AXA SA                                    IN            20,584         1,279,803
BIC SA                                    DV            10,400         1,561,570
Canal Plus                                BR             4,650         1,151,533
Carrefour SA                              RT             1,850         1,027,458
Christian Dior SA                         DV            14,200         1,890,297
Sodexho SA                                BS             1,200           579,070
                                                                   -------------
                                                                       7,489,731
                                                                   -------------
GERMANY 4.99%
Adidas AG                                 TA            12,000         1,029,342
Bayer AG                                  CH            28,800         1,089,040
Bayerische Motoren Werke AG               AM             1,800         1,053,925
Hoechst AG                                CH            26,100           982,286
Siemens AG                                EL             6,100           315,441
                                                                   -------------
                                                                       4,470,034
                                                                   -------------
GREECE 0.43%
Hellenic Telecommunication
   Organization SA                        TC            22,000           389,282
                                                                   -------------
HONG KONG 5.65%
Bank of East Asia Ltd                     BK            65,000           253,871
CITIC Pacific Ltd                         DV           142,000           690,508
Henderson Land Development Ltd            RE           109,000           969,152
Hutchison Whampoa Ltd                     DV           166,000         1,159,296
New World Infrastructure Ltd*             EG           393,000           978,399
Sun Hung Kai Properties Ltd               RE            88,700         1,009,483
                                                                   -------------
                                                                       5,060,709
                                                                   -------------
INDIA 0.31%
Larsen & Toubro Ltd GDR                   MY            19,000           273,220
                                                                   -------------


<PAGE>


INDONESIA 0.60%
PT Indocement Tunggal Prakarsa
   Foreign Shrs                           DV           150,000           226,834
PT Indosat Sponsored ADR                  TC            10,300           310,288
                                                                   -------------
                                                                         537,122
                                                                   -------------
ISRAEL 1.23%
Blue Square-Israel Ltd
   Sponsored ADR*                         RT            22,000           346,500
Koor Industries Ltd
   Sponsored ADR                          TC            22,000           382,250
Teva Pharmaceutical Industries
   Ltd ADR                                MD             9,000           376,875
                                                                   -------------
                                                                       1,105,625
                                                                   -------------
ITALY 3.22%
Bulgari SpA                               RT            47,000           814,590
Ente Nazionale Idrocarburi SpA
   Registered Shrs                        OG           208,460           998,030
Telecom Italia Mobile SpA                 UT           520,000         1,074,302
                                                                   -------------
                                                                       2,886,922
                                                                   -------------
JAPAN 16.04%
Acom Co Ltd                               FR             8,000           307,368
Bank of Tokyo-Mitsubishi Ltd              BK            17,850           364,094
Chugai Pharmaceutical Ltd                 MD            40,000           365,747
DDI Corp                                  TC                64           481,098
Dai-Tokyo Fire & Marine
   Insurance Ltd                          IN            60,000           375,067
Fanuc Ltd                                 EL            11,000           352,999
Fujitsu Ltd                               CO            37,000           325,304
Itochu Corp                               DV            60,000           362,406
Kaneka Corp                               CH            60,000           337,613
Kawasaki Steel                            MM           120,000           370,319
Komatsu Ltd                               MY            38,000           311,377
Kyocera Corp                              EL             6,000           396,167
Maeda Corp Series 2 Warrants
   (Exp 1997)*                            BC               100            41,250
Mitsubishi Estate Ltd                     RE            27,000           337,085
Mitsubishi Heavy Industries Ltd           MY            40,000           307,720
Mitsubishi Materials                      MM            58,000           258,028
NTT Data                                  CO                14           414,807
New Japan Securities Ltd*                 IB            43,000           203,016
Nippon COMSYS                             TC            31,000           397,926
Nippon Yusen Kabushiki Kaisha             TR            58,000           290,664
Nishimatsu Construction Ltd               EG            38,000           350,801
Nissan Motor Ltd                          AM            43,000           325,506
Nomura Securities Ltd                     IB            26,000           429,753
Onward Kashiyama Ltd                      TA            22,000           307,544
ORIX Corp                                 FR            12,000           447,337
Rohm Co Ltd                               EL             7,000           415,422
Sanwa Bank Ltd                            BK            22,000           375,243


<PAGE>



Secom Co Ltd                              EL             5,000           298,049
Sega Enterprises Ltd                      TH             9,500           384,210
Sharp Corp                                EL            34,000           517,145
Shizuoka Bank Ltd                         BK            35,000           400,036
Sony Music Entertainment                  RR            12,200           470,882
Sumitomo Bank Ltd                         BK            25,000           439,600
Sumitomo Chemical Ltd                     CH            90,000           384,562
Sumitomo Warehouse Ltd                    SF            60,000           378,232
Taiyo Yuden Ltd                           EE            25,000           323,106
Teijin Ltd                                TA            45,000           208,502
Tokyo Electric Power                      UT            14,200           325,849
Tokyu Department Store Ltd                RT            81,000           462,899
Yamato Transport                          TR            28,000           290,488
Yamazaki Baking Ltd                       FD            15,000           238,703
                                                                   -------------
                                                                      14,373,924
                                                                   -------------
MALAYSIA 2.73%
Arab Malaysian Berhad                     DV           114,000           505,323
Malayan Banking Berhad                    BK            45,500           450,192
Perusahaan Otomobil Nasional
   Berhad-Proton                          AM            70,000           443,266
Petronas Gas Berhad                       OG           125,000           509,558
Resorts World Berhad                      GA            94,000           539,439
                                                                   -------------
                                                                       2,447,778
                                                                   -------------
MEXICO 1.55%
Cemex SA de CV Series B Shrs              BC            65,000           234,677
Cifra SA de CV Series B ADR*              RT           200,000           238,000
Controladora Comercial
   Mexicana SA de CV ADR                  RT            12,000           211,500
Empresas la Moderna SA de CV
   Sponsored ADR                          TO            11,000           198,000
Panamerican Beverages Class A             FD            11,700           510,412
                                                                   -------------
                                                                       1,392,589
                                                                   -------------
NETHERLANDS 4.40%
ABN AMRO Holdings NV                      BK             8,600           486,314
Elsevier NV                               PR            40,000           665,133
Getronics NV                              CO            27,667           680,295
ING Groep NV                              FR            27,500           857,803
IS Himalayan Fund NV*                     IC            36,696           440,352
IS Himalayan Fund NV
   Warrants (Exp 1996)*                   IC             5,839               526
Randstad Holding NV                       BS            10,000           809,009
                                                                   -------------
                                                                       3,939,432
                                                                   -------------
NEW ZEALAND 0.35%
Telecom Corp of New
   Zealand Ltd                            TC            60,000           311,963
                                                                   -------------


<PAGE>



PERU 0.50%
Compania de Minas
   Buenaventura SA Sponsored
   ADR Representing
   Series B Shrs*                         MM            26,750           448,062
                                                                   -------------
PHILIPPINES 0.53%
C&P Homes                                 BC           815,800           372,514
Universal Robina                          FD           224,400           102,466
                                                                   -------------
                                                                         474,980
                                                                   -------------
PORTUGAL 0.35%
Cimentos de Portugal SA                   BC            15,000           315,443
                                                                   -------------
SINGAPORE 1.91%
City Developments Ltd                     RE            38,400           302,512
DBS Land Ltd                              RE            89,000           280,454
Keppel Corp Ltd                           DV            40,000           298,084
Oversea-Chinese Banking Ltd
   Foreign Shrs                           BK            45,000           514,194
Singapore Press Holdings Ltd
   Foreign Shrs                           PR            19,200           318,864
                                                                   -------------
                                                                       1,714,108
                                                                   -------------
SOUTH KOREA 0.56%
Korea Electric Power
   Sponsored ADR                          UT            15,000           270,000
Samsung Electronics Ltd GDR^              EL            10,638           228,717
                                                                   -------------
                                                                         498,717
                                                                   -------------
SPAIN 2.90%
Banco Bilbao Vizcaya SA
   Registered Shrs                        BK            33,200         1,614,815
Empresa Nacional de
   Electricidad SA                        UT            16,025           981,843
                                                                   -------------
                                                                       2,596,658
                                                                   -------------
SWEDEN 3.82%
Astra AB Series A Shrs                    MD            23,350         1,074,221
Autoliv AB                                AM            28,300         1,202,791
Telefonaktiebolaget Ericsson
   (L M) Series B Shrs                    TC            42,200         1,144,280
                                                                   -------------
                                                                       3,421,292
                                                                   -------------
SWITZERLAND 5.88%
Adecco SA Bearer Shrs                     BS             2,480           699,451
Nestle SA Registered Shrs                 FD               300           327,242
Roche Holding AG Ltd
   Genusscheine Non-Voting Shrs           MD               125           949,392


<PAGE>



Sandoz AG Ltd Registered Shrs             MD             1,175         1,363,847
Schweiz Rueckversicherungs
   Gesellschaft Registered Shrs           IN             1,100         1,185,031
Swissair AG Registered Shrs*              TR               955           747,338
                                                                   -------------
                                                                       5,272,301
                                                                   -------------
TAIWAN 0.46%
Taipei Fund IDR Representing
   100 Registered Units*                  IC             5,000           407,500
                                                                   -------------
THAILAND 1.05%
Banpu Public Ltd                          MM             5,600           102,317
Banpu Public Ltd Foreign Shrs             MM             5,400            99,933
Land & House PLC Foreign Shrs             RE             8,000            66,497
Siam Cement PLC
   Registered Foreign Shrs                BC             5,700           194,879
Thai Farmers Bank PLC
   Foreign Shrs                           BK            15,000           114,683
Tipco Asphalt PLC                         BC            67,000           362,517
                                                                   -------------
                                                                         940,826
                                                                   -------------
UNITED KINGDOM 18.07%
BAA PLC                                   TR            46,117           373,607
BOC Group PLC                             CH            18,400           259,626
BTR PLC                                   DV            63,000           264,167
Bass PLC                                  FD            46,200           592,829
British Airways PLC                       TR            35,560           320,799
British Telecommunications PLC            TC            90,000           521,007
Cadbury Schweppes PLC                     FD            46,428           386,333
Carlton Communications PLC                EL            44,830           359,166
Croda International PLC                   CH            35,000           204,039
FirstBus Group PLC                        TR           101,571           301,852
Formosa Fund IDR Representing
   Registered Shrs*                       IC                80           684,000
General Accident PLC                      IN            44,400           529,605
Glaxo Wellcome PLC                        MD            22,820           358,223
Glynwed International PLC                 MM            28,400           162,788
Granada Group PLC                         AV            34,900           502,672
Grand Metropolitan PLC                    FD            31,200           235,486
HSBC Holdings PLC                         BK            63,218         1,287,698
Hays PLC                                  BS            50,400           421,436
Korea Europe Fund IDR*                    IC               200           620,000
LASMO PLC                                 OG            90,000           313,630
Lloyds TSB Group PLC                      BK           145,272           922,588
LucasVarity PLC*                          AM           123,200           498,538
MFI Furniture Group PLC                   MA            80,900           264,792
Marks & Spencer PLC                       RT            90,000           755,496
National Power PLC                        UT            40,000           265,104
National Westminster Bank PLC             BK            48,580           554,940
Prudential Corp PLC                       IN            73,650           556,483
Sainsbury (J) PLC                         RT            56,100           332,526
Scottish Power PLC                        UT            54,754           280,413


<PAGE>



Severn Trent PLC                          UT            41,100           413,610
Shell Transport & Trading PLC             OG            30,000           492,184
Siebe PLC                                 CI            37,800           594,915
TI Group PLC                              EG            34,600           320,308
Tomkins PLC                               DV           102,500           430,630
Unigate PLC                               FD            50,000           351,734
Wolseley PLC                              BC            58,800           456,727
                                                                   -------------
                                                                      16,189,951
                                                                   -------------
TOTAL COMMON STOCKS & WARRANTS
   (Cost $73,178,175)                                                 81,746,429
                                                                   -------------
PREFERRED STOCKS 4.52%
BRAZIL 1.95%
Companhia Energetica de Minas
   Gerais Sponsored ADR
   Representing Pfd Shrs^                 UT            15,000           475,818
Telecomunicacoes Brasileiras
   SA-Telebras Sponsored ADR
   Representing Pfd Shrs                  TC            10,845           807,952
Telecomunicacoes Brasileiras
   SA-Telebras Sponsored ADR
   Representing Pfd Shrs^                 TC               455            33,658
Usinas Siderurgicas de Minas
   Gerais SA Sponsored ADR
   Representing Pfd Shrs^                 MM            41,000           427,003
                                                                   -------------
                                                                       1,744,431
                                                                   -------------
GERMANY 2.57%
Fresenius AG Non-Voting Pfd               MP             6,600         1,428,429
SAP AG Non-Voting Pfd                     CO             6,500           875,429
                                                                   -------------
                                                                       2,303,858
                                                                   -------------
TOTAL PREFERRED STOCKS
   (Cost $2,925,692)                                                   4,048,289
                                                                   -------------
FIXED INCOME SECURITIES 0.82%
HONG KONG 0.17%
Bangkok Bank PLC
   Unsecured Conv Deb
   3.250%, 3/3/2004                       BK           154,000           156,695
                                                                   -------------
MALAYSIA 0.65%
United Engineers Berhad
   Conv Deb, 2.000%, 3/1/2004             EG           430,000           580,500
                                                                   -------------
TOTAL FIXED INCOME SECURITIES
   (Cost $638,463)                                                       737,195
                                                                   -------------


<PAGE>


SHORT-TERM INVESTMENTS -
    REPURCHASE AGREEMENTS 3.42%
UNITED STATES 3.42%
Repurchase Agreement with 
   State Street Bank & Trust Co
   dated 10/31/1996 due 11/1/1996
   at 5.430%, repurchased at
   $3,061,462 (Collateralized 
   by US Treasury Notes due
   8/15/2017 at 8.875% 
   value $3,395,196)
   (Cost $3,061,000)                      RA         3,061,000         3,061,000
                                                                   -------------
TOTAL INVESTMENT 
   SECURITIES AT VALUE 100.00%
   (Cost $79,803,330)
   (Cost for Income Tax Purposes
   $80,189,294)                                                       89,592,913
                                                                   =============

PACIFIC BASIN Fund
COMMON STOCKS & WARRANTS 100.00%
AUSTRALIA 2.08%
Comalco Ltd                               MM           300,000         1,560,821
WMC Holdings Ltd                          MM           240,000         1,509,428
                                                                   -------------
                                                                       3,070,249
                                                                   -------------
HONG KONG 25.35%
CNPC Hong Kong Ltd*                       OG        16,800,000         1,194,984
Cheung Kong Holdings Ltd                  RE           457,000         3,664,380
Cheung Kong Infrastructure
   Holdings Ltd*                          BC           600,000         1,117,394
CITIC Pacific Ltd                         DV           800,000         3,890,186
Cosco Pacific Ltd                         BS         1,600,000         1,531,243
DC Finance Holdings Ltd                   RE         1,600,000           988,066
Guangzhou Investment Ltd                  RE         2,000,000           646,640
Hang Seng Bank Ltd                        BK           260,000         3,085,119
Henderson Land Development Ltd            RE           275,000         2,445,107
Hopewell Holdings Ltd                     RE         1,000,000           672,506
Hutchison Whampoa Ltd                     DV            80,000         4,050,553
New World Development Ltd                 RE           700,000         4,073,832
New World Infrastructure Ltd*             EG           500,403         1,245,785
Shanghai Industrial Holdings
   Ltd*                                   DV           786,000         1,783,989
Sun Hung Kai Properties Ltd               RE           315,000         3,584,972
Swire Pacific Ltd Class A Shrs            DV           390,000         3,442,388
                                                                   -------------
                                                                      37,417,144
                                                                   -------------
JAPAN 38.59%
77 Bank Ltd                               BK           152,000         1,429,931
Acom Co Ltd                               FR            22,800           876,000
Asahi Bank Ltd                            BK           200,000         2,057,328
Bank of Tokyo-Mitsubishi Ltd              BK            62,500         1,274,840
Chugai Pharmaceutical Ltd                 MD           200,000         1,828,736


<PAGE>



DDI Corp                                  TC               210         1,578,604
Dai-Tokyo Fire & Marine
   Insurance Ltd                          IN           238,000         1,487,765
Fanuc Ltd                                 EL            45,000         1,444,086
Fujitsu Ltd                               CO           170,000         1,494,640
Hankyu Department Stores                  RT           130,000         1,554,426
Hitachi Metals Ltd                        MM           160,000         1,318,097
Itochu Corp                               DV           290,000         1,751,630
Kaneka Corp                               CH           230,000         1,294,182
Kitagawa Industries Ltd                   MA            14,300           578,338
Komatsu Ltd                               MY           200,000         1,638,829
Kyocera Corp                              EL            30,000         1,980,838
Maeda Corp Series 2 Warrants
   (Exp 1997)*                            BC               400           165,000
Meitec Corp                               CO             2,000            41,147
Mitsubishi Estate Ltd                     RE           130,000         1,623,003
Mitsubishi Heavy Industries Ltd           MY           192,000         1,477,056
Mitsubishi Materials                      MM           230,000         1,023,213
NTT Data                                  CO                60         1,777,742
Nippon COMSYS                             TC           103,000         1,322,141
Nippon Yusen Kabushiki Kaisha             TR           210,000         1,052,402
Nippon Yusen Kabushiki
   Kaisha Warrants (Exp 1997)*            TR               100            48,125
Nishimatsu Construction Ltd               EG           140,000         1,292,424
Nissan Motor Ltd                          AM           165,000         1,249,035
Nomura Securities Ltd                     IB           100,000         1,652,896
Onward Kashiyama Ltd                      TA            68,000           950,591
ORIX Corp                                 FR            40,000         1,491,123
Rohm Co Ltd                               EL            34,000         2,017,764
Secom Co Ltd                              EL            24,000         1,430,634
Sega Enterprises Ltd                      TH            39,000         1,577,285
Sharp Corp                                EL           122,000         1,855,640
Sony Music Entertainment                  RR            40,000         1,543,875
Sumitomo Chemical Ltd                     CH           370,000         1,580,977
Sumitomo Warehouse Ltd                    SF           240,000         1,512,927
Taiyo Yuden Ltd                           EE           125,000         1,615,530
Teijin Ltd                                TA           200,000           926,677
Tobu Railway Ltd                          TR           140,000           788,994
Tokyo Electric Power                      UT            40,600           931,653
Yamato Transport Ltd                      TR           130,000         1,348,693
Yamazaki Baking Ltd                       FD            68,000         1,082,119
                                                                   -------------
                                                                      56,966,936
                                                                   -------------
MALAYSIA 15.75%
Arab Malaysian Berhad                     DV           400,000         1,773,063
Gamuda Berhad                             EG            60,000           491,550
HICOM Holdings Berhad                     TR           680,000         1,816,598
HICOM Holdings Berhad
   Warrants (Exp 2000)*                   TR           256,750           290,618
Intria Berhad                             CH           700,000         1,870,028
Landmarks Berhad                          HL         1,000,000         1,337,713
Malayan Banking Berhad                    BK           345,000         3,413,542
Malaysian Resources Berhad                RE           400,000         1,535,599


<PAGE>



Petronas Gas Berhad                       OG           400,000         1,630,585
Rashid Hussain Berhad                     IB           348,000         2,176,118
Technology Resources
   Industries Berhad                      TC           730,000         1,747,932
Telekom Berhad                            TC           150,000         1,323,861
Time Engineering Berhad                   DV           250,000           488,780
Time Engineering Berhad
   Warrants (Exp 2001)*                   DV           375,000           179,582
United Engineers Berhad                   EG           400,000         3,166,184
                                                                   -------------
                                                                      23,241,753
                                                                   -------------
PHILIPPINES 0.62%
Philippine National Bank*                 BK            80,000           920,858
                                                                   -------------
SINGAPORE 7.87%
DBS Land Ltd                              RE           480,000         1,512,562
Development Bank Ltd
   Foreign Shrs                           BK           165,000         1,979,063
Keppel Corp Ltd                           DV           155,500         1,158,800
Oversea-Chinese Banking Ltd
   Foreign Shrs                           BK           180,600         2,063,633
Straits Steamship Land Ltd                DV           700,000         2,146,202
United Overseas Bank Ltd                  BK           283,325         2,754,827
                                                                   -------------
                                                                      11,615,087
                                                                   -------------
SOUTH KOREA 1.71%
Cho Hung Bank                             BK            76,831           752,398
Korea Electric Power                      UT            60,300         1,771,536
                                                                   -------------
                                                                       2,523,934
                                                                   -------------
TAIWAN 0.26%
Want Want Holdings*                       AM           153,000           376,380
                                                                   -------------
THAILAND 4.53%
Bangkok Bank PLC Foreign Shrs             BK           240,000         2,559,498
Electricity Generating PLC
   Foreign Shrs                           UT           700,000         2,030,974
Thai Farmers Bank PLC
   Foreign Shrs                           BK           270,000         2,064,301
   Warrants (Exp 2002)*^                  BK            38,688            37,922
                                                                   -------------
                                                                       6,692,695
                                                                   -------------
UNITED KINGDOM 3.24%
HSBC Holdings PLC                         BK           234,916         4,785,042
                                                                   -------------
TOTAL INVESTMENT 
   SECURITIES AT VALUE  100.00%
   (Cost  $139,039,425)
   (Cost for Income Tax Purposes
   $139,145,463)                                                     147,610,078
                                                                   =============

<PAGE>



* Security is non-income producing.

^ The following are restricted securities at October 31, 1996:

                                                                        Value as
                                 Acquisition       Acquisition              % of
Description                          Date(s)              Cost        Net Assets
- --------------------------------------------------------------------------------
International Growth Fund
Companhia Energetica
   de Minas Gerais
   Sponsored ADR
   Representing Pfd Shrs             1/24/96          $301,500             0.50%
Rhodia-Ster SA GDR                   9/15/95-
                                     1/19/96           431,750              0.12
Samsung Electronics
   GDS Ltd                           8/16/95           246,000              0.24
Telecomunicacoes
   Brasileiras SA-
   Telebras Sponsored
   ADR Representing
   Pfd Shrs                          9/14/94            25,971              0.04
Usinas Siderurgicas
   de Minas Gerais SA
   Sponsored ADR
   Representing Pfd Shrs             4/11/95-
                                     8/22/96           440,625             0.45%
                                                                         -------
                                                                           1.35%
                                                                         =======

Pacific Basin Fund
Thai Farmers Bank PLC
   Warrants                          9/12/96            38,184             0.03%
                                                                         =======

SUMMARY OF INVESTMENTS BY INDUSTRY

                                                          % of
                                    Industry        Investment
Industry                                Code        Securities             Value
- --------------------------------------------------------------------------------
EUROPEAN FUND
Advertising                               AD             0.34%          $972,659
Audio/Video                               AV              1.61         4,610,137
Automobile Related                        AM              3.40         9,743,787
Banking                                   BK              2.87         8,233,124
Broadcasting                              BR              1.29         3,714,622
Building & Construction
   Related                                BC              1.91         5,467,678
Business & Commercial
   Services                               BS             10.36        29,712,620

<PAGE>



Chemicals                                 CH              2.64         7,584,351
Computer Related                          CO             13.54        38,829,540
Control Instruments                       CI              0.88         2,518,158
Diversified Companies                     DV              1.93         5,536,298
Electronics                               EL              2.12         6,083,057
Finance Related                           FR              4.69        13,461,125
Food Products & Beverages                 FD              1.83         5,257,465
Health Care Related                       HC              2.57         7,378,601
Hotels                                    HL              0.47         1,345,805
Insurance                                 IN              2.25         6,454,382
Machinery                                 MY              3.79        10,877,849
Manufacturing                             MA              2.17         6,223,813
Medical Equipment & Supplies              MQ              3.61        10,352,424
Medical Products                          MP              3.47         9,966,147
Medical Related - Drugs                   MD              7.76        22,254,406
Office Equipment                          OE              1.66         4,749,392
Oil & Gas Related                         OG              1.00         2,872,581
Recreation Related                        RR              1.73         4,965,048
Retail                                    RT              5.85        16,779,330
Safety Equipment & Services               SA              2.69         7,705,170
Semiconductor Equipment                   SE              0.55         1,567,200
Telecommunications                        TC              0.82         2,339,929
Textiles & Apparel
   Manufacturers                          TA              7.14        20,488,234
Transportation                            TR              2.11         6,038,079
Utilities                                 UT              0.37         1,060,414
Wholesale                                 WH              0.58         1,675,740
                                                        ------------------------
                                                        100.00%     $286,819,165
                                                        ========================

INTERNATIONAL GROWTH FUND
Audio/Video                               AV             0.56%          $502,672
Automobile Related                        AM              3.93         3,524,026
Banking                                   BK              9.79         8,773,887
Broadcasting                              BR              1.29         1,151,533
Building & Construction
   Related                                BC              2.44         2,182,007
Business & Commercial Services            BS              2.80         2,508,966
Chemicals                                 CH              4.13         3,703,084
Computer Related                          CO              2.56         2,295,835
Control Instruments                       CI              0.66           594,915
Diversified Companies                     DV              9.28         8,315,734
Electrical Equipment                      EE              0.36           323,106
Electronics                               EL              3.22         2,883,106
Engineering                               EG              2.49         2,230,008
Finance Related                           FR              1.80         1,612,508
Food Products & Beverages                 FD              3.06         2,745,205
Gaming                                    GA              0.60           539,439
Insurance                                 IN              4.38         3,925,989
Investment Brokers                        IB              0.71           632,769
Investment Companies                      IC              2.40         2,152,378


<PAGE>



Machinery                                 MY              1.00           892,317
Manufacturing                             MA              0.30           264,792
Medical Products                          MP              1.59         1,428,429
Medical Related - Drugs                   MD              5.01         4,488,305
Metals & Mining                           MM              3.57         3,197,400
Oil & Gas Related                         OG              2.58         2,313,402
Printing & Publishing                     PR              1.70         1,524,971
Real Estate Related                       RE              3.31         2,965,183
Recreation Related                        RR              0.53           470,882
Repurchase Agreement                      RA              3.42         3,061,000
Retail                                    RT              4.68         4,188,969
Storage Facilities                        SF              0.42           378,232
Telecommunications                        TC              5.34         4,779,704
Textiles & Apparel
   Manufacturers                          TA              1.72         1,545,388
Tobacco                                   TO              0.22           198,000
Toys & Hobbies                            TH              0.43           384,210
Transportation                            TR              3.16         2,827,623
Utilities                                 UT              4.56         4,086,939
                                                        ------------------------
                                                        100.00%      $89,592,913
                                                        ========================

PACIFIC BASIN FUND
Automobile Related                        AM             1.10%        $1,625,415
Banking                                   BK             19.77        29,178,302
Building & Construction Related           BC              0.87         1,282,394
Business & Commercial Services            BS              1.04         1,531,243
Chemicals                                 CH              3.21         4,745,187
Computer Related                          CO              2.24         3,313,529
Diversified Companies                     DV             14.00        20,665,173
Electrical Equipment                      EE              1.09         1,615,530
Electronics                               EL              5.91         8,728,962
Engineering                               EG              4.20         6,195,943
Finance Related                           FR              1.60         2,367,123
Food Products & Beverages                 FD              0.73         1,082,119
Hotels                                    HL              0.91         1,337,713
Insurance                                 IN              1.01         1,487,765
Investment Brokers                        IB              2.59         3,829,014
Machinery                                 MY              2.11         3,115,885
Manufacturing                             MA              0.39           578,338
Medical Related - Drugs                   MD              1.24         1,828,736
Metals & Mining                           MM              3.67         5,411,559
Oil & Gas Related                         OG              1.91         2,825,569
Real Estate Related                       RE             14.06        20,746,667
Recreation Related                        RR              1.05         1,543,875
Retail                                    RT              1.05         1,554,426
Storage Facilities                        SF              1.03         1,512,927
Telecommunications                        TC              4.05         5,972,538
Textiles & Apparel
   Manufacturers                          TA              1.27         1,877,268


<PAGE>


Toys & Hobbies                            TH              1.07         1,577,285
Transportation                            TR              3.62         5,345,430
Utilities                                 UT              3.21         4,734,163
                                                        ------------------------
                                                        100.00%     $147,610,078
                                                        ========================

See Notes to Financial Statements




<PAGE>



INVESCO International Funds, Inc.
Statement of Assets and Liabilities
October 31, 1996

<TABLE>
<CAPTION>
                                                              International           Pacific
                                                 European            Growth             Basin
                                                     Fund              Fund              Fund
- ---------------------------------------------------------------------------------------------
<S>                                          <C>                <C>              <C>    
ASSETS
Investment Securities:
   At Cost~                                  $235,112,599       $79,803,330      $139,039,425
                                             ================================================
   At Value~                                  286,819,165        89,592,913       147,610,078

Cash                                                    0            19,648                 0
Foreign Currency
   (Cost $0, $567,156 and
   $0, respectively)                                    0           570,687                 0
Receivables:
   Investment Securities Sold                   9,519,173         2,247,822         1,840,470
   Fund Shares Sold                             9,106,424         4,016,974         4,439,502
   Dividends and Interest                         407,672           267,510           725,740
Prepaid Expenses and
   Other Assets                                    56,850            28,255            61,796
                                             ------------------------------------------------
TOTAL ASSETS                                  305,909,284        96,743,809       154,677,586
                                             ------------------------------------------------
LIABILITIES
Payables:
   Custodian                                    1,402,251                 0         4,407,734
   Foreign Sub-Custodian
   (Cost $0, $1,159,165 and
   $0, respectively)                                    0         1,154,671                 0
   Distributions to
   Shareholders                                    28,059             3,271                 0
   Investment Securities
   Purchased                                    2,916,964           838,800           129,416
   Fund Shares Repurchased                        922,875           135,626           223,998
Depreciation on Forward
   Foreign Currency Contracts                       1,468             3,595             2,985
Accrued Expenses and Other
   Payables                                        49,439            21,450            43,534
                                             ------------------------------------------------
TOTAL LIABILITIES                               5,321,056         2,157,413         4,807,667
                                             ------------------------------------------------
Net Assets at Value                           300,588,228        94,586,396       149,869,919
                                             ================================================
NET ASSETS
Paid-in Capital*                              229,565,888        80,877,433       132,415,633
Accumulated Undistributed
   Net Investment Income                          113,293           131,783            39,834
Accumulated Undistributed
   Net Realized Gain on
   Investment Securities and


<PAGE>



   Foreign Currency Transactions               19,194,448         3,783,899         8,840,121
Net Appreciation of Investment
   Securities and Foreign
   Currency Transactions                       51,714,599         9,793,281         8,574,331
                                             ------------------------------------------------
Net Assets at Value                           300,588,228        94,586,396       149,869,919
                                             ================================================
Shares Outstanding                             18,969,832         5,594,587        10,619,681
Net Asset Value, Offering
   and Redemption Price
   per Share                                        15.85             16.91             14.11
                                             ================================================
</TABLE>

~  Investment  securities  at cost and  value at  October  31,  1996  include  a
repurchase agreement of $3,061,000 for the International Growth Fund.

* The Fund has 500 million authorized shares of common stock, par value of $0.01
per share.  Of such shares,  100 million have been allocated to each  individual
Fund.

See Notes to Financial Statements



<PAGE>



INVESCO International Funds, Inc.
Statement of Operations
Year Ended October 31, 1996

<TABLE>
<CAPTION>
                                                              International           Pacific
                                                 European            Growth             Basin
                                                     Fund              Fund              Fund
- ---------------------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>  
INVESTMENT INCOME
INCOME
Dividends                                      $4,142,698        $1,847,954        $2,564,897
Interest                                          407,526           310,411           472,651
   Foreign Taxes Withheld                       (563,385)         (215,531)         (248,194)
                                              -----------------------------------------------
   TOTAL INCOME                                 3,986,839         1,942,834         2,789,354
                                              -----------------------------------------------
EXPENSES
Investment Advisory Fees                        1,793,380           893,966         1,396,490
Transfer Agent Fees                               839,761           383,054           870,770
Administrative Fees                                45,868            23,409            37,930
Custodian Fees and Expenses                       318,368           142,128           412,646
Directors' Fees and Expenses                       19,592            11,999            16,992
Professional Fees and Expenses                     32,345            26,395            29,910
Registration Fees and Expenses                     57,999            51,149            79,211
Reports to Shareholders                            96,092            57,731            96,479
Other Expenses                                     54,920            18,480            38,643
                                              -----------------------------------------------
   TOTAL EXPENSES                               3,258,325         1,608,311         2,979,071
   Fees and Expenses
   Paid Indirectly                              (147,516)          (52,556)         (117,351)
                                              -----------------------------------------------
   NET EXPENSES                                 3,110,809         1,555,755         2,861,720
                                              -----------------------------------------------
NET INVESTMENT INCOME
   (LOSS)                                         876,030           387,079          (72,366)
                                              -----------------------------------------------
REALIZED AND UNREALIZED
   GAIN (LOSS) ON
   INVESTMENT SECURITIES
Net Realized Gain
   (Loss) on:
   Investment Securities and
   Foreign Currency
   Transactions                                19,780,096         4,539,279         6,973,332
  Forward Foreign Currency
   Contracts                                            0          (40,982)         3,115,934
                                              -----------------------------------------------
   Total Net Realized Gain                     19,780,096         4,498,297        10,089,266
                                              -----------------------------------------------
Change in Net Appreciation
   (Depreciation) of Investment
   Securities and Foreign
   Currency Transactions                       29,753,509         5,988,409       (1,230,912)
                                              -----------------------------------------------


<PAGE>



NET GAIN ON INVESTMENT
   SECURITIES                                  49,533,605        10,486,706         8,858,354
                                              -----------------------------------------------
Net Increase in Net
   Assets from Operations                     $50,409,635       $10,873,785        $8,785,988
                                              ===============================================
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO International Funds, Inc.
Statement of Changes in Net Assets
Year Ended October 31

<TABLE>
<CAPTION>
                                                                      International Growth              Pacific Basin
                                            European Fund                     Fund                          Fund
                                    ---------------------------    --------------------------   ---------------------------
                                         1996           1995           1996           1995           1996           1995
<S>                                <C>           <C>              <C>           <C>             <C>           <C>
OPERATIONS
Net Investment Income (Loss)            $876,030     $3,053,200       $387,079       $391,520      $(72,366)       $766,938
Net Realized Gain on
   Investment Securities and
   Foreign Currency
   Transactions                       19,780,096     20,628,193      4,498,297      2,758,199     10,089,266      1,741,520
Change in Net Appreciation
   (Depreciation) of
   Investment Securities
   and Foreign Currency
   Transactions                       29,753,509    (4,510,681)      5,988,409    (9,940,632)    (1,230,912)   (30,092,655)
                                   ----------------------------   ---------------------------  ----------------------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM
   OPERATIONS                         50,409,635     19,170,712     10,873,785    (6,790,913)      8,785,988   (27,584,197)
                                   ----------------------------   ---------------------------  ----------------------------
DISTRIBUTIONS TO
   SHAREHOLDERS
Net Investment Income                  (876,030)    (3,301,697)      (387,079)      (439,663)              0      (673,006)
In Excess of Net
   Investment Income                   (516,756)              0      (394,151)      (146,866)      (432,102)              0
Net Realized Gain on
   Investment
   Securities                       (18,669,435)              0    (2,897,940)    (5,845,914)    (2,389,197)   (28,585,579)
                                   ----------------------------  ----------------------------  ----------------------------
TOTAL DISTRIBUTIONS                 (20,062,221)    (3,301,697)    (3,679,170)    (6,432,443)    (2,821,299)   (29,258,585)
                                   ----------------------------  ----------------------------  ----------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales
   of Shares                         466,074,093    290,034,808    349,892,500    178,375,413    667,157,615    439,843,358


<PAGE>



Reinvestment of
   Distributions                      19,468,999      3,205,612      3,657,292      6,364,834      2,720,245     28,336,832
                                   ----------------------------  ----------------------------  ----------------------------
                                     485,543,092    293,240,420    353,549,792    184,740,247    669,877,860    468,180,190
Amounts Paid for Repurchases
   of Shares                       (439,501,864)  (434,751,959)  (341,548,549)  (258,010,566)  (680,346,294)  (609,852,076)
                                   ----------------------------  ----------------------------  ----------------------------
NET INCREASE (DECREASE)
   IN NET ASSETS FROM FUND
   SHARE TRANSACTIONS                 46,041,228  (141,511,539)     12,001,243   (73,270,319)   (10,468,434)  (141,671,886)
                                   ----------------------------  ----------------------------  ----------------------------
Total Increase (Decrease)
   in Net Assets                      76,388,642  (125,642,524)     19,195,858   (86,493,675)    (4,503,745)  (198,514,668)
NET ASSETS
Beginning of Period                  224,199,586    349,842,110     75,390,538    161,884,213    154,373,664    352,888,332
                                   ----------------------------  ----------------------------  ----------------------------
End of Period                       $300,588,228   $224,199,586    $94,586,396    $75,390,538   $149,869,919   $154,373,664
                                   ============================  ============================  ============================
Accumulated Undistributed
   Net Investment Income
   Included in Net Assets
   at End of Period                     $113,293       $507,201       $131,783       $396,296        $39,834       $426,568

FUND SHARE TRANSACTIONS
Shares Sold                           31,746,297     21,836,397     21,434,516     11,482,388     45,840,305     31,754,627
Shares Issued from
   Reinvestment of
   Distributions                       1,465,160        227,514        231,481        418,271        188,387      2,003,639
                                   ----------------------------  ----------------------------  ----------------------------
                                      33,211,457     22,063,911     21,665,997     11,900,659     46,028,692     33,758,266
Shares Repurchased                  (30,152,989)   (33,171,784)   (20,850,135)   (16,486,989)   (46,568,736)   (43,270,385)
                                   ----------------------------  ----------------------------  ----------------------------
Net Increase (Decrease)
   in Fund Shares                      3,058,468   (11,107,873)        815,862    (4,586,330)      (540,044)    (9,512,119)
</TABLE>

See Notes to Financial Statements



<PAGE>



INVESCO International Funds, Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. INVESCO International
Funds, Inc. (the "Fund"), was incorporated in Maryland and presently consists of
three separate Funds: European Fund, International Growth Fund and Pacific Basin
Fund. The investment objectives of the Funds are to seek capital appreciation
through investments in designated geographical sectors for European and  Pacific
Basin Funds and to seek a high total return through investments in designated 
geographical sectors for International Growth Fund. 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.
          Debt  securities are valued at evaluated bid prices as determined by a
      pricing  service  approved by the Fund's board of directors.  If evaluated
      bid prices are not available,  debt securities are valued by averaging the
      bid  prices  obtained  from one or more  dealers  making a market for such
      securities.
          If market  quotations or pricing  service  valuations  are not readily
      available, securities are valued at fair value as determined in good faith
      by the Fund's  board of  directors.  Restricted  securities  are valued in
      accordance with procedures established by the Fund's board of directors.
          Short-term securities are stated at amortized cost (which approximates
      market  value) if maturity is 60 days or less at the time of purchase,  or
      market value if maturity is greater than 60 days.
          Assets  and  liabilities  initially  expressed  in  terms  of  foreign
      currencies are translated into U.S. dollars at the prevailing market rates
      as quoted by one or more banks or dealers  on the date of  valuation.  The
      cost of  securities  is  translated  into  U.S.  dollars  at the  rates of
      exchange prevailing when such securities are acquired. Income and expenses
      are  translated  into U.S.  dollars at rates of exchange  prevailing  when
      accrued.
B.    REPURCHASE AGREEMENTS - Repurchase agreements held by the Fund are fully
      collateralized by U.S. Government securities and such collateral is in the
      possession of the Fund's custodian.  The collateral is evaluated daily to


<PAGE>



      ensure its market value exceeds the current market value of the repurchase
      agreements including accrued interest.
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 and original issue discount, is recorded on the accrual
      basis.  Discounts on debt securities purchased are amortized over the life
      of the respective security as adjustments to interest income.  Cost is
      determined on the specific identification basis.
          The Fund may have elements of risk due to concentrated  investments in
      foreign issuers located in a specific  country.  Such  concentrations  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  investments  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.
          Restricted  securities  held by the  Fund  may not be sold  except  in
      exempt   transactions  or  in  a  public  offering  registered  under  the
      Securities  Act of  1933.  The risk of  investing  in such  securities  is
      generally  greater than the risk of investing in the  securities of widely
      held,  publicly traded  companies.  Lack of a secondary  market and resale
      restrictions  may result in the  inability of each Fund to sell a security
      at a fair price and may substantially delay the sale of the security which
      each Fund seeks to sell. In addition, these securities may exhibit greater
      price volatility than securities for which secondary markets exist.
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. Each Fund
      has  elected  to treat a portion of  distributions  of both  realized  and
      unrealized  gains on forward  foreign  currency  contracts as capital gain
      distributions.
          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


<PAGE>



      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 October 31, 1996,  the effects of such  differences
      were as follows:

                                                                     Accumulated
                                             Accumulated           Undistributed
                                           Undistributed            Net Realized
                                                     Net                 Gain on
                                              Investment              Investment
Fund                                              Income              Securities
- --------------------------------------------------------------------------------
European Fund                                   $122,848              $(122,848)
International Growth Fund                        129,638               (129,638)
Pacific Basin Fund                               117,734               (117,734)

Net investment income, net realized gains and net assets were not affected.
F.    FORWARD FOREIGN CURRENCY CONTRACTS - The Fund enters into short-term
      forward foreign currency contracts in connection with planned purchases or
      sales of securities as a hedge against fluctuations in foreign exchange
      rates pending the settlement of transactions in foreign securities.  A
      forward foreign currency contract is an agreement between contracting
      parties to exchange an amount of currency at some future time at an agreed
      upon rate. These contracts are marked-to-market daily and the related
      appreciation or depeciation of the contracts is presented in the Statement
      of Assets and Liabilities.
G.    EXPENSES - Each of the Funds bears expenses  incurred  specifically on its
      behalf and, in  addition,  each Fund bears a portion of general  expenses,
      based on the relative net assets of each Fund.
          Under an agreement between each Fund and the Fund's Custodian,  agreed
      upon  Custodian  Fees and Expenses  are reduced by credits  granted by the
      Custodian from any temporarily uninvested cash. Similarly,  Transfer Agent
      Fees are reduced by credits  earned by each Fund from  security  brokerage
      transactions under certain broker/service arrangements with third parties.
      Such  credits are  included in Fees and Expenses  Paid  Indirectly  in the
      Statement of Operations.
          For the year ended October 31, 1996, Fees and Expenses Paid Indirectly
      consisted of the following:

                                          Custodian Fees                Transfer
Fund                                      and Expenses                Agent Fees
- --------------------------------------------------------------------------------
European Fund                                   $147,230                    $286
International Growth Fund                         52,534                      22
Pacific Basin Fund                               116,841                     510

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


<PAGE>



daily at the  applicable  rate and paid  monthly.  The fee for European and
Pacific  Basin  Funds 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.
International  Growth  Fund's  fees are based on the annual rate of 1.00% on the
first  $500  million of average  net  assets;  reduced to 0.75% on the next $500
million of average net  assets;  and 0.65% on average net assets in excess of $1
billion.
      In accordance with a Sub-Advisory  Agreement between IFG and INVESCO Asset
Management  Limited ("IAM"),  an affiliate of IFG,  investment  decisions of the
Fund are  made by IAM.  Prior to  February  2,  1996,  a  separate  Sub-Advisory
Agreement between IFG and INVESCO International Limited ("IIL"), an affiliate of
IFG, provided that investment  decisions for International Growth Fund were made
by IIL.  Terms of the new  Sub-Advisory  Agreement  are similar to the  previous
Sub-Advisory Agreement between IFG and IIL. Fees for such sub- advisory services
are paid by IFG.
      In  accordance  with an  Administrative  Agreement,  each 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  received  a  transfer  agent  fee at an  annual  rate  of  $14.00  per
shareholder  account, or per participant in an omnibus account through April 30,
1996. 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.  As of
May 1, 1996,  the transfer agent fee became $20.00 per  shareholder  account or,
where applicable, per participant in an omnibus account, per year, computed in a
manner similar to the previous fee.
NOTE 3 --  PURCHASES  AND SALES OF  INVESTMENT  SECURITIES.  For the year  ended
October 31, 1996,  the  aggregate  cost of purchases  and proceeds from sales of
investment  securities  (excluding all U.S. Government securities and short-term
securities) were as follows:

Fund                                         Purchases                     Sales
- --------------------------------------------------------------------------------
European Fund                               $219,224,041            $209,280,607
International Growth Fund                     57,337,198              53,094,266
Pacific Basin Fund                           123,585,688             139,208,636

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

NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At  October  31,  1996,  the  gross
appreciation  of securities in which there was an excess of value over tax cost,
the gross  depreciation  of  securities in which there was an excess of tax cost
over value and the resulting net appreciation by Fund were as follows:

                                Gross             Gross                  Net
Fund                         Appreciation      Depreciation         Appreciation
- --------------------------------------------------------------------------------
European Fund                $59,956,973        $9,458,613          $50,498,360
International Growth Fund     14,021,619         4,618,000            9,403,619
Pacific Basin Fund            18,683,020        10,218,405            8,464,615



<PAGE>



NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG, IAM or IIL.
   The Fund has adopted an unfunded  deferred  compensation  plan  covering  all
independent  directors  of the Fund  who  will  have  served  as an  independent
director for at least five years at the time of retirement.  Benefits under this
plan were based on an annual rate equal to 25% of the  retainer  fee at the time
of retirement.  As of July 1, 1996,  benefits are based on an annual rate of 40%
of the retainer fee at the time of retirement.
   Pension expenses for the year ended October 31, 1996,  included in Directors'
Fees and Expenses in the Statement of Operations,  and unfunded  accrued pension
costs and pension  liability  included in Prepaid Expenses and Accrued Expenses,
respectively, in the Statement of Assets and Liabilities were as follows:


                                                    Unfunded
                               Pension              Accrued              Pension
Fund                           Expenses        Pension Costs           Liability
- --------------------------------------------------------------------------------
European Fund                   $2,579              $10,073              $20,759
International Growth Fund          866                4,856                9,444
Pacific Basin Fund               1,812               10,998               21,166

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 each  respective
Fund.  Each Fund agrees to pay annual fees and interest on the unpaid  principal
balance based on prevailing  market rates as defined in the  agreement.  For the
year ended October 31, 1996, there were no such borrowings.





<PAGE>



INVESCO International Funds, Inc.
Financial Highlights
 (For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>

                                                                              Year Ended October 31
                                                      ---------------------------------------------------------------------
                                                           1996           1995           1994           1993           1992
                                                      European Fund
<S>                                                   <C>            <C>            <C>            <C>           <C>  

PER SHARE DATA
Net Asset Value - Beginning of Period                    $14.09         $12.95         $12.20         $10.14         $11.14
                                                      ---------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.05           0.23           0.16           0.14           0.20
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                          3.00           1.12           0.75           2.06         (1.00)
                                                      ---------------------------------------------------------------------
Total from Investment Operations                           3.05           1.35           0.91           2.20         (0.80)
                                                      ---------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                       0.08           0.21           0.16           0.14           0.20
Distributions from Capital Gains                           1.21           0.00           0.00           0.00           0.00
                                                      ---------------------------------------------------------------------
Total Distributions                                        1.29           0.21           0.16           0.14           0.20
                                                      ---------------------------------------------------------------------
Net Asset Value - End of Period                          $15.85         $14.09         $12.95         $12.20         $10.14
                                                      =====================================================================

TOTAL RETURN                                             23.47%         10.42%          7.43%         21.78%        (7.22%)

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                      $300,588       $224,200       $349,842       $270,544       $117,276
Ratio of Expenses to Average
   Net Assets                                            1.36%@         1.40%@          1.20%          1.28%          1.29%
Ratio of Net Investment Income
   to Average Net Assets                                  0.37%          1.26%          1.28%          1.76%          2.23%
Portfolio Turnover Rate                                     91%            96%            70%            44%            87%
Average Commission Rate Paid^^                          $0.0367              -              -              -              -


<PAGE>



                                                       Pacific Basin Fund

PER SHARE DATA
Net Asset Value - Beginning of Period                    $13.83         $17.07         $15.11         $11.02         $13.19
                                                      ---------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                             (0.02)           0.06           0.04           0.04           0.07
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                          0.51         (1.45)           2.28           4.09         (2.18)
                                                      ---------------------------------------------------------------------
Total from Investment Operations                           0.49         (1.39)           2.32           4.13         (2.11)
                                                      ---------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                       0.03           0.06           0.04           0.04           0.06
Distributions from Capital Gains                           0.18           1.79           0.32           0.00           0.00
                                                      ---------------------------------------------------------------------
Total Distributions                                        0.21           1.85           0.36           0.04           0.06
                                                      ---------------------------------------------------------------------
Net Asset Value - End of Period                          $14.11         $13.83         $17.07         $15.11         $11.02
                                                      =====================================================================

TOTAL RETURN                                              3.55%        (8.31%)         15.63%         37.51%       (16.03%)

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                      $149,870       $154,374       $352,888       $299,192        $26,488
Ratio of Expenses to Average
   Net Assets                                            1.60%@         1.52%@          1.24%          1.22%          1.78%
Ratio of Net Investment Income (Loss)
   to Average Net Assets                                (0.04%)          0.37%          0.28%          0.63%          0.66%
Portfolio Turnover Rate                                     70%            56%            70%            30%           123%
Average Commission Rate Paid^^                          $0.0148              -              -              -              -

</TABLE>
< The per share  information  for 1993 was  computed  based on weighted  average
shares.

@ Ratio is based on Total  Expenses  of the Fund,  which is before  any  expense
offset arrangements.

^^ The average  commission rate paid is the total brokerage  commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.



<PAGE>



INVESCO International Funds, Inc.
Financial Highlights (Continued)
 (For a Fund Share Outstanding Throughout Each Period)

<TABLE>
<CAPTION>
                                                                                   Period Ended            Year Ended
                                                  Year Ended October 31             October 31              December 31
                                        --------------------------------------     ------------     -------------------------
                                            1996           1995          1994<         1993^<           1992           1991
<S>                                     <C>           <C>            <C>           <C>              <C>           <C>
                                        International Growth Fund
PER SHARE DATA
Net Asset Value -
   Beginning of Period                    $15.78         $17.29         $15.75         $12.57         $14.51         $13.69
                                        --------------------------------------     ------------     -------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                       0.07           0.08           0.04           0.08           0.12           0.17
Net Gains or (Losses) on
   Securities (Both Realized
   and Unrealized)                          1.77         (0.61)           1.57           3.16         (1.94)           0.82
                                        --------------------------------------     ------------     -------------------------
Total from Investment
   Operations                               1.84         (0.53)           1.61           3.24         (1.82)           0.99
                                        --------------------------------------     ------------     -------------------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                        0.15           0.09           0.07           0.06           0.11           0.17
In Excess of Net
   Investment Income                        0.00           0.03           0.00           0.00           0.00           0.00
Distributions from Capital
   Gains                                    0.56           0.86           0.00           0.00           0.01           0.00
                                        --------------------------------------     ------------     -------------------------
Total Distributions                         0.71           0.98           0.07           0.06           0.12           0.17
                                        --------------------------------------     ------------     -------------------------
Net Asset Value -
   End of Period                          $16.91         $15.78         $17.29         $15.75         $12.57         $14.51
                                        ======================================     ============     =========================

TOTAL RETURN                              12.01%        (2.84%)         10.21%        29.08%*       (12.52%)          7.19%


<PAGE>




RATIOS
Net Assets - End of Period
   ($000 Omitted)                        $94,586        $75,391       $161,884       $108,677        $35,192        $42,039
Ratio of Expenses to
   Average Net Assets                     1.80%@         1.81%@          1.50%         1.43%~          1.36%          1.48%
Ratio of Net Investment Income
   to Average Net Assets                   0.43%          0.41%          0.46%         0.94%~          0.83%          1.17%
Portfolio Turnover Rate                      64%            62%            87%           46%*            50%            71%
Average Commission Rate Paid^^           $0.0329              -              -              -              -              -

</TABLE>
^ From January 1, 1993 to October 31, 1993, the Fund's current fiscal year-end.

< The per share information was computed based on weighted average shares.

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

@ Ratio is based on Total  Expenses  of the Fund,  which is before  any  expense
offset arrangements.

~ Annualized

^^ The average  commission rate paid is the total brokerage  commissions paid on
applicable purchases and sales of securities for the period divided by the total
number of related shares purchased or sold which is required to be disclosed for
fiscal years beginning September 1, 1995 and thereafter.

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

OTHER INFORMATION
UNAUDITED

On February 2, 1996, a special meeting of the International Growth Fund was held
at which approval of a new sub-advisory  agreement between the Fund's investment
advisor and INVESCO Asset Management Limited (Proposal 1) and an increase in the
Fund's limit on investing in companies located in developing countries (Proposal
2) were ratified. The following is a report of the votes cast:

Proposal                        For        Against        Abstain          Total
- --------------------------------------------------------------------------------
Proposal 1                2,902,663         38,425         79,275      3,020,363
Proposal 2                2,404,996         69,304         57,341      3,020,363




<PAGE>


Report of Independent Accountants

To the Board of Directors and Shareholders of
INVESCO International 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 the European Fund,  International
Growth Fund, and Pacific Basin Fund (constituting  INVESCO  International Funds,
Inc.,  hereafter  referred to as the "Fund") at October 31, 1996, the results of
each of their  operations for the year then ended,  the changes in each of their
net assets for each of the two years in the period then ended and the  financial
highlights  for each of the periods  indicated,  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 October  31,  1996 by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.


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

Denver, Colorado
December 6, 1996



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