INVESCO INTERNATIONAL FUNDS INC
497, 1998-08-07
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                   INVESCO INTERNATIONAL FUNDS, INC.
                     INVESCO Emerging Markets Fund
             (March 1, 1998 As Supplemented March 23, 1998)
                         INVESCO European Fund
                       INVESCO Pacific Basin Fund
                            (March 1, 1998)
                   INVESCO International Growth Fund
                            (March 1, 1998)

             Supplement to Prospectuses of the Above Funds
               Date of Which Are Indicated in Parenthesis

The section of the INVESCO Emerging Markets Fund's Prospectus entitled "The Fund
And Its  Management"  is amended to (1) delete the  seventh  paragraph,  and (2)
substitute the following paragraph in its place:

      Out of the advisory fee which it receives from the Fund, IFG pays IAML, as
   sub-adviser  to the Fund, a monthly fee based upon the average daily value of
   the Fund's net assets.  Based on approval of the Company's board of directors
   at a meeting held May 14, 1998 the  calculation  of  subadvisory  fees of the
   Fund has been  changed  from 33.33% of the advisory fee (0.3333% on the first
   $500  million  of the Fund's  average  net  assets,  0.2833% on the next $500
   million of the Fund's  average net assets and 0.25% on the Fund's average net
   assets in excess of $1  billion)  to 40% of the  advisory  fee  (0.40% on the
   first $500 million of the Fund's  average net assets,  0.34% on the next $500
   million of the Fund's  average net assets and 0.30% on the Fund's average net
   assets in excess of $1 billion). No fee is paid by the Fund to IAML.

The section of the INVESCO European and INVESCO Pacific Basin Funds'  Prospectus
entitled  "The Funds And Their  Management"  is amended to (1) delete the eighth
paragraph, and (2) substitute the following paragraph in its place:

   Out of the advisory fee which it receives  from the Funds,  IFG pays IAML, as
   sub-adviser  to these Funds, a monthly fee based upon the average daily value
   of the  Fund's  net  assets.  Based on  approval  of the  Company's  board of
   directors at a meeting held May 14, 1998,  the  calculation  has been changed
   from  33.33% of the  advisory  fee (0.25% on the first  $350  million of each
   Fund's  average net assets,  0.2167% on the next $350  million of each Fund's
   average net assets and 0.1833% on each Fund's average net assets in excess of
   $700  million) to 40% of the advisory fee (0.30% on the first $350 million of
   each Fund's average net assets, 0.26% on the next $350 million of each
   Fund's average net assets and 0.22% on each Fund's average net assets  in
   excess  of $700 million). No fee is paid by either Fund to IAML.

The section of the INVESCO  International Growth Fund's Prospectus entitled "The
Fund And Its Management" is amended to (1) delete the ninth  paragraph,  and (2)
substitute the following paragraph in its place:

   Out of the advisory fee which it receives  from the Fund,  IFG pays IAML,  as
   sub-adviser  to the Fund, a monthly fee based upon the average daily value of
   the Fund's net assets.  Based on approval of the Company's board of directors
   at a meeting held May 14, 1998 the  calculation  of  subadvisory  fees of the
   Fund has been  changed  from 33.33% of the advisory fee (0.3333% on the first


<PAGE>


   $500 million of the Fund's average net assets, 0.25% on the next $500 million
   of the Fund's average net assets and 0.2167% on the Fund's average net assets
   in excess of $1 billion) to 40% of the  advisory fee (0.40% on the first $500
   million of the Fund's  average net assets,  0.30% on the next $500 million of
   the Fund's  average net assets and 0.26% on the Fund's  average net assets in
   excess of $1 billion). No fee is paid by the Fund to IAML.

The date of this Supplement is August 1, 1998.

<PAGE>

                     INVESCO INTERNATIONAL FUNDS, INC.

              Supplement to Statement of Additional Information
              dated March 1, 1998 as Supplemented March 23, 1998

The section of the above Company's Statement of Additional  Information entitled
"The  Funds And Their  Management:  Sub-Advisory  Agreement"  is  amended to (1)
delete the third  paragraph,  and (2) substitute the following  paragraph in its
place:

      The  Sub-Agreement  provides that, as compensation for its services,  IAML
      shall  receive  from IFG, at the end of each  month,  a fee based upon the
      average daily value of each Fund's net assets.  Based upon approval of the
      Company's  board  of  directors  at a  meeting  held  May  14,  1998,  the
      calculation  of the  subadvisory  fees of the Fund has been  changed  from
      33.33% of the advisory fee (with respect to the European and Pacific Basin
      Funds,  0.25% on the first $350 million of each Fund's average net assets;
      0.2167% on the next $350  million of each Fund's  average net assets;  and
      0.1833% on each Fund's average net assets in excess of $700 million;  with
      respect to the International Growth Fund, 0.333% on the first $500 million
      of the Fund's  average net assets;  0.25% on the next $500  million of the
      Fund's average net assets; and 0.2167% on the Fund's average net assets in
      excess of $1  billion;  and with  respect to the  Emerging  Markets  Fund,
      0.3333%  on the first  $500  million of the  Fund's  average  net  assets;
      0.2833% on the next $500  million of the Fund's  average net  assets;  and
      0.25% on the Fund's  average net assets in excess of $1 billion) to 40% of
      the  advisory fee (with  respect to the European and Pacific  Basin Funds,
      0.30% on the first $350 million of each Fund's  average net assets;  0.26%
      on the next $350 million of each Fund's  average net assets;  and 0.22% on
      each Fund's average net assets in excess of $700 million;  with respect to
      the  International  Growth  Fund,  0.40% on the first $500  million of the
      Fund's  average net assets;  0.30% on the next $500  million of the Fund's
      average net assets;  and 0.26% on the Fund's  average net assets in excess
      of $1 billion; and with respect to the Emerging Markets Fund, 0.40% on the
      first $500  million of the Fund's  average net  assets;  0.34% on the next
      $500  million of the Fund's  average net  assets;  and 0.30% on the Fund's
      average net assets in excess of $1 billion). The subadvisory fees are paid
      by IFG, NOT the Funds.

The date of this Supplement is August 1, 1998.















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