INVESCO DIVERSIFIED FUNDS INC
N-30D, 1995-03-24
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SEMIANNUAL REPORT


January 31, 1995


INVESCO SMALL COMPANY FUND


A no-load fund seeking long-term capital growth


INVESCO FUNDS

<PAGE>



INVESCO FUNDS


To receive  general  information  and  prospectuses on any of INVESCO's funds or
retirement plans, or to obtain current account or price information,


Call toll-free 1-800-525-8085


To reach PAL, your 24-hour Personal Account Line, call

1-800-424-8085


Or write to:

INVESCO Funds Group, Inc., Distributor

Post Office Box 173706

Denver, Colorado 80217-3706


This information must be preceded or accompanied by an effective prospectus.

<PAGE>



Market Overview                  March 1995
  Perversely, to the securities markets, strong economic growth can be viewed as
a negative,  a harbinger  of  inflation.  Some  analysts  are worried  about the
figures for late 1994:  Gross  domestic  product  (GDP) rose 4.5% for the fourth
quarter.  That was the sixth  straight  quarter in which the GDP growth rate was
2.7% or better,  and current  indications are that growth will be at least 3% in
the current quarter.  Corporate  earnings growth continued strong throughout the
fourth  quarter  for  industries  as diverse  as  airlines,  entertainment,  and
packaging.  And 1994 showed the biggest leap in  corporate  profits for at least
two decades.
  We are finally  seeing  signs that  economic  growth is slowing,  though.  For
instance,  the  unemployment  rate rose in January after months of  improvement.
Higher unemployment,  while bad for the affected individuals and their families,
does ease the upward pressure for wages and expanded employee benefits. In fact,
a major employer cost -- health care -- actually decreased about 1% last year.
  Another encouraging sign, relative to inflation, is industrial production. The
output at U.S.  factories and mines grew at just 0.4% in January,  half the rate
of each of the two preceding months.
  There are still legitimate concerns regarding inflation.  The most widely used
index, the CPI, rose 0.3% in January.  As a result,  the next few months may see
additional modest increases in the Fed Funds rate.
  By  increasing  short-term  rates,  the Federal  Reserve is attempting a "soft
landing" -- that is, to moderate the current economic expansion before inflation
heats up. Over the past twelve months,  the Fed has raised short-term rates by a
total of 3.00%.
  While inflation is not likely to approach the eight  percent-plus  levels seen
in the early  1980s,  it will  probably be higher than the 2.5% to 3% range seen
during recent years. The INVESCO economic forecast calls for steadily increasing
inflation.  We  anticipate  that  consumer  prices  will  rise  as  much as 4.0%
year-over-year  by the fourth  quarter of 1995;  that compares to an increase of
just 2.7% in 1993 and 2.8% for 1994.
  In 1994,  the stock market  performance  reflected  concern that the Fed would
overshoot  its goal,  bringing  growth  lower than the 2.5%  target -- or worse,
induce a recession. Now, however, investors appear to be gaining confidence that
interest  rates are  stabilizing.  In light of that positive  factor,  the stock
market may well  continue its present  advance.  However,  any interest  rate or
inflation  surprises,  or a spate of disappointing  corporate  earnings reports,
could easily set off another correction.
      Graph:  Small Company Fund Total Return from Inception(12/93) through 
1/31/95
     This line graph compares the value of a $10,000 investment in INVESCO Small
Company Fund to the value of a $10,000  investment  in the S&P 500 Index and the
Russell 2000 Index,  assuming in each case  reinvestment  of all  dividends  and
capital  gain  distributions,  for the period  from  inception  (12/93)  through
1/31/95.
                                        Small Company Fund
                        Average Annualized Total Return
                             as of January 31, 1995

  1 Year                            -4.20%
  Since Inception (12/93)           -1.05%

  The line graph illustrates the value of a $10,000  investment in INVESCO Small
Company Fund, plus reinvested dividends and capital gain distributions,  for the
period since inception (12/93) through 1/31/95.*
  The chart and other total return  figures cited  reflect the fund's  operating
expenses,  but the  indices do not have  expenses,  which  would of course  have
lowered their performance.
  Small Company Fund focuses on companies  with equity  capitalization  under $1
billion. But recently,  small company stocks as a group underperformed the broad
market stocks. For the six-month period ended 1/31/95, the fund achieved a total
return of  1.00%.  This was below  the  total  return of 2.00%  provided  by the
Russell 2000. During the same six-month  period,  the S&P 500 had a total return
of 4.12%. (Of course, past performance is not a guarantee of future results.)*
  As the  relative  performance  of the two indices  show,  large-capitalization
stocks advanced  considerably more than smaller-cap equities during this period.
Fund performance was accordingly weak.
  As we noted above,  there are signs that the economy is slowing just enough to
temper  the  inflation  threat.  Small  stocks  might well  benefit  from such a
scenario, which increases the value of future earnings potential.
  At 7/31/94,  repurchase agreements  represented 15.41% of fund holdings.  Over
the past six months, the fund has become fully invested. We have been careful to
maintain  extensive  diversification;  there  are  over  200  individual  equity
holdings.
  Continued  economic  strength  contributes  to  the  long-term  potential  for
consumer-related stocks.  Therefore, the fund's weightings in consumer cyclicals
and  technology  were  expanded.  New positions  include  three new  advertising
companies,  Heritage Media, Grey Advertising and True North  Communications.  We
presently hold three recreation-related stocks, Hollywood Casino,  International
Gaming Manage-ment, and Video Lottery Technologies. Two publishers were added --
McClatchy  Newspapers and Meredith Corp -- as well as  broadcaster  United Video
Satellite Group A.
  Technology stocks were extremely volatile in 1994. Prospects look stronger for
these issues now, however. Accordingly,  you'll find several new names among the
fund's  holdings,  including  Microchip  Technology,   America  Online,  Mercury
Interactive, and two electronics firms: BMC Industries and DSP Group. We've also
built up our focus on  semiconductors,  taking positions in Credence Systems and
Cypress Semiconductor.
  With the  likelihood  of  increasing  stability  in  interest  rates,  we have
cautiously added to financial  stocks.  New positions here include three banking
companies, City National, Summit Bancorporation (NJ), and West One Bancorp, plus
three  savings  &  loans.  We've  also  added  Southwest  Securities  Group,  an
investment broker.
  INVESCO  Small  Company  Fund is managed by Bob  Slotpole.  He is an  industry
veteran with nearly two decades of investment experience.  He earned an MBA from
Stanford  University,  as well as a BS from the State  University of New York at
Buffalo.  Before joining INVESCO in 1993, Mr. Slotpole was associated with First
Boston and Lehman Brothers.

  Graph:  Small Company Fund Diversification by Value of Total Net Assets

      This graph reflects the diversification of the Small Company Fund by value
of total net assets in basic materials, capital goods and construction, consumer
cyclical,   consumer  staples,   diversified,   energy,   finance,   technology,
transportation and services, utilities and short-term debt securities, including
cash as of February 28, 1994, July 31, 1994 and January 31,1 995.

*Total return assumes  reinvestment of dividends and capital gain distributions.
Investment return and principal value will fluctuate so that, when redeemed,  an
investor's shares may be worth more or less than when purchased.  The S&P 500 is
an  unmanaged  index of common  stocks  considered  representative  of the broad
market;  the Russell 2000 is an  unmanaged  index  representative  of small- and
medium-cap stocks.

<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Ten Largest Common Stock Holdings
January 31, 1995

Description                                                 Value
------------------------------------------------------------
Springs Industries Class A                            $     363,750
West Co                                                     272,700
Kaman Corp Class A                                          271,700
Piedmont Natural Gas                                        249,150
Vencor Inc                                                  205,875
Medusa Corp                                                 203,512
Stanhome Inc                                                187,200
Sterling Chemicals                                          186,550
Cabot Corp                                                  180,687
Clear Channel Communications                                177,625



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Investment Securities
January 31, 1995
UNAUDITED
Description                               Shares            Value
COMMON STOCKS   100.00%
ADVERTISING   1.75%
Grey Advertising                          600         $     94,800
Heritage Media Class A*                   2,400             61,800
True North Communication                  2,000             76,500
                                                      ------------------
                                                            233,100
                                                      ------------------
AEROSPACE & DEFENSE    3.39%
Kaman Corp Class A                        24,700            271,700
Precision Castparts                       5,250             117,469
Rohr Inc*                                 4,100             44,075
UNC Inc*                                  3,500             18,812
                                                      ------------------
                                                            452,056
                                                      ------------------
AUTOMOBILE RELATED    1.95%
Borg-Warner Automotive                    5,300             119,912
Gentex Corp*                              2,400             53,400
Modine Manufacturing                      2,200             65,175
Wabash National                           600               20,850
                                                      ------------------
                                                            259,337
                                                      ------------------
BANKING    7.71%
ALBANK Financial                          600               14,175
Associated Banc-Corp                      3,900             138,450
Banco Latinoamericano de
  Exportaciones SA                        800               24,900
Bank South                                2,700             45,562
City National*                            9,400             102,225
Deposit Guaranty                          1,600             51,000
First Michigan Bank                       5,460             125,580
First Midwest Bancorp                     1,200             29,400
FirsTier Financial                        5,300       $     162,975
Glendale Federal Bank*                    3,300             28,875
National Commerce Bancorp                 6,000             139,500
Southern National                         500               10,125
Summit Bancorporation                     6,000             117,750
Union Planters                            1,500             33,562
West One Bancorp                          100               2,712
                                                      ------------------
                                                            1,026,791
                                                      ------------------







<PAGE>



BIOTECHNOLOGY   0.19%
Cor Therapeutics*                         800               10,400
Gilead Sciences*                          1,100             14,300
                                                      ------------------
                                                            24,700
                                                      ------------------

BROADCASTING   2.32%
Chris-Craft Industries*                   2,709             89,736
Clear Channel Communications*             3,500             177,625
Jacor Communications*                     1,000             13,000
United Video Satellite Group A*           1,300             28,600
                                                      -------------------
                                                            308,961
                                                      -------------------
BUILDING & CONSTRUCTION RELATED   3.90%
Drew Industries*                          400               3,400
Granite Construction                      800               15,800
Juno Lighting                             5,800             102,950
Leslie Building Products*                 400               660
Medusa Corp                               8,100             203,512
Oakwood Homes                             5,900             132,750
Schuler Homes*                            1,900             22,800
Standard Pacific                          6,800             37,400
                                                      -------------------
                                                            519,272
                                                      -------------------
CHEMICALS   3.03%
Cabot Corp                                5,900             180,687
First Mississippi                         1,100             25,300
Rexene Corp*                              1,000             10,875
Sterling Chemicals*                       16,400            186,550
                                                      -------------------
                                                            403,412
                                                      -------------------
COMPUTER RELATED   4.97%
Amdahl Corp                               700               7,175
America Online*                           1,800             98,100
Auspex Systems*                           1,700             13,919
Broderbund Software*                      1,400             64,750
Casino Data Systems*                      300               4,125
Computer Data Systems                     1,200             11,925
Continuum Inc*                            3,000             91,125
Control Data Systems*                     1,500             9,375
Cornerstone Imaging*                      300               4,575
Intergraph Corp*                          500               5,062
Intuit Inc*                               800               52,800
Landmark Graphics*                        1,700             32,725
MTS Systems                               1,700             39,312
Mercury Interactive*                      2,700             34,425
Microchip Technology*                     2,700             60,412
Pinnacle Micro*                           800               10,000
PLATINUM technology*                      2,100             43,575
Ramtron International*                    3,600             18,000


<PAGE>



Read-Rite Corp*                           3,200             48,400
Xircom Inc*                               800               12,600
                                                      -------------------
                                                            662,380
                                                      -------------------
CONTAINERS    2.05%
West Co                                   10,100      $     272,700
                                                      -------------------
CONTROL INSTRUMENTS    0.20%
Roper Industries                          1,200             26,100
                                                      -------------------
DIVERSIFIED COMPANIES   0.66%
American Biltrite                         900               29,587
Noel Group*                               5,000             29,375
Vista Resources*                          1,400             29,050
                                                      -------------------
                                                            88,012
                                                      -------------------
ELECTRICAL EQUIPMENT    1.67%
Augat Inc                                 2,700             43,200
Baldor Electric                           2,100             56,437
Plantronics Inc*                          2,100             58,537
Union Switch & Signal*                    4,400             63,800
                                                      -------------------
                                                            221,974
                                                      -------------------
ELECTRONICS   4.69%
Altron Inc*                               1,500             33,375
Amphenol Corp Class A*                    1,100             25,025
BMC Industries*                           4,800             85,200
DSP Group*                                400               7,700
Lattice Semiconductor*                    2,700             58,387
Littelfuse Inc*                           4,200             119,700
Maxim Integrated Products*                1,400             40,600
Methode Electronics Class A               6,200             91,450
Nam Tai Electronics                       500               5,562
Symbol Technologies*                      3,500             91,000
Zilog Inc*                                2,300             66,700
                                                      -------------------
                                                            624,699
                                                      -------------------
ENGINES    0.69%
Briggs & Stratton                         2,600             92,300
                                                      -------------------
FINANCE RELATED    2.53%
AutoFinance Group*                        1,100             11,412
Data Broadcasting*                        700               2,887
Foothill Group Class A                    8,800             149,600
Insurance Auto Auctions*                  900               27,000
Robert Half International*                5,000             116,250






<PAGE>



Roosevelt Financial                       1,700             27,837
Search Capital Group*                     900               1,800
                                                      -------------------
                                                            336,786
                                                      -------------------
FOOD PRODUCTS & BEVERAGES   2.99%
Cagle's Inc Class A                       4,200             92,925
International Multifoods                  7,500             135,938
Ralcorp Holdings*                         2,400             56,700
Sanderson Farms                           5,800             113,100
                                                      -------------------
                                                            398,663
                                                      -------------------
FURNITURE   0.17%
Haverty Furniture                         1,200             12,600
Rowe Furniture                            1,950             9,750
                                                      -------------------
                                                            22,350
                                                      -------------------
HEALTH CARE RELATED   4.22%
Coastal Healthcare Group*                 600               15,000
Continental Medical Systems*              3,500             17,500
CorVel Corp*                              500               13,125
Health Management Associates
  Class A*                                3,800             104,500
Health Systems International
  Class A*                                1,600             43,200
NovaCare*                                 2,400             21,300
Surgical Care Affiliates                  2,300             47,725
Universal Health Services Class B*        4,000             94,000
Vencor Inc*                               6,750             205,875
                                                      -------------------
                                                            562,225
                                                      -------------------
HOTELS & MOTELS    1.11%
Marcus Corp                               800               21,900
Prime Hospitality*                        14,000            126,000
                                                      -------------------
                                                            147,900
                                                      -------------------
HOUSEHOLD APPLIANCES    0.42%
Ekco Group*                               8,100             52,650
Royal Appliance Manufacturing*            1,200             3,900
                                                      -------------------
                                                            56,550
                                                      -------------------
INSURANCE   4.73%
Fidelity National Financial               1,650             18,563
NWNL Cos                                  3,200             101,200
Orion Capital                             3,750             134,063
Protective Life                           2,800             121,800
Reliance Group Holdings                   3,200             17,200




<PAGE>



Selective Insurance Group                 5,500             154,688
Washington National                       4,200             82,950
                                                      -------------------
                                                            630,464
                                                      -------------------
INVESTMENT BROKERS    0.07%
Southwest Securities Group                1,400             9,800
                                                      -------------------
JEWELRY    0.83%
Tiffany & Co                              3,800             110,675
                                                      -------------------
LEASING COMPANIES    0.27%
Rollins Truck Leasing                     2,850             35,625
                                                      -------------------
LINEN SUPPLY & RELATED    0.46%
G & K Services Class A                    3,900             61,425
                                                      -------------------
MACHINERY   1.15%
AGCO Corp                                 600               17,625
Regal-Beloit Corp                         11,100            135,975
                                                      -------------------
                                                            153,600
                                                      -------------------
MEDICAL RELATED    3.65%
Acuson Corp*                              8,500             136,000
Biomira Inc*                              500               1,688
Heart Technology*                         4,400             87,450
IDEXX Laboratories*                       3,500             124,250
MAXXIM Medical*                           2,600             36,400
Thermo Cardiosystems*                     600               12,375
Vivra Inc*                                2,600             78,650
Zoll Medical*                             900               9,900
                                                      -------------------
                                                            486,713
                                                      -------------------
MEDICAL RELATED - DRUGS   0.85%
Cardinal Health                           900               41,513
Copley Pharmaceutical*                    2,800             42,700
Interneuron Pharmaceuticals*              3,300             19,800
MacroChem Corp*                           1,100             1,856
TheraTech Inc*                            800               7,050
                                                      -------------------
                                                            112,919
                                                      -------------------
METALS & MINING    0.87%
Glamis Gold                               1,000             7,875
Magma Copper*                             1,700             25,925
Pittston Minerals Group                   1,800             40,500
Royal Gold*                               100               575
SGI International*                        18,500            15,609
TriMas Corp                               1,300             25,513
                                                      -------------------
                                                            115,997
                                                      -------------------


<PAGE>



MOTION PICTURES    0.02%
Orion Pictures*                           500               2,813
                                                      -------------------
NURSING HOMES   0.49%
Hillhaven Corp*                           1,700             44,200
Living Centers of America*                600               21,600
                                                      -------------------
                                                            65,800
                                                      -------------------
OFFICE SUPPLIES    0.09%
Reynolds & Reynolds Class A               500               11,875
                                                      -------------------
OIL & GAS RELATED    3.36%
Apco Argentina                            1,000             15,250
Camco International                       7,100             125,138
Global Marine*                            3,600             13,500
Pogo Producing                            3,300             54,450
Smith International*                      10,000            116,250
Tejas Gas*                                1,100             45,925
Total Petroleum North America Ltd         4,900             55,125
Transco Energy                            1,296             21,870
                                                      -------------------
                                                            447,508
                                                      -------------------
PAPER & PAPER PRODUCTS   0.51%
Chesapeake Corp                           2,300             67,850
                                                      -------------------
POLLUTION CONTROL
  EQUIPMENT & SERVICES   1.31%
Alanco Environmental Resources*           1,100             1,994
Envirotest Systems Class A*               3,600             21,600
Lydall Inc*                               1,800             57,375
Sanifill Inc*                             1,900             48,688
TETRA Tech*                               2,500             44,375
                                                      -------------------
                                                            174,032
                                                      -------------------
PRINTING & PUBLISHING   2.94%
McClatchy Newspapers Class A              5,000             111,250
Meredith Corp                             3,200             148,000
Merrill Corp                              600               9,075
Pulitzer Publishing                       3,625             122,797
                                                      -------------------
                                                            391,122
                                                      -------------------
REAL ESTATE RELATED    0.16%
Atlantic Gulf Communities*                2,400             20,700
                                                      -------------------
RECREATION PRODUCTS
  & SERVICES   0.62%
Arctco Inc                                2,850             41,325
Hollywood Casino Class A*                 7,100             36,388




<PAGE>



International Gaming Management*          500               1
Video Lottery Technologies*               500               4,500
                                                      -------------------
                                                            82,214
                                                      -------------------
RETAIL    9.78%
Apple South                               3,600             42,750
Caseys General Stores                     3,300             48,675
Chefs International*                      7,300             5,019
Department 56 Inc*                        2,600             95,225
Fastenal Co                               800               34,350
Gymboree Corp*                            1,600             38,400
Luby's Cafeterias                         2,800             63,000
Meyer (Fred) Inc*                         4,600             149,500
Micro Warehouse*                          1,000             27,250
Smith's Food & Drug Centers
  Class B                                 5,800             149,350
Stanhome Inc                              6,400             187,200
Strawbridge/ Clothier Class A             2,700             56,700
Sun Television & Appliances               600               5,775
Talbots Inc                               3,700             112,388
Tech Data*                                12,200            161,650
US Shoe                                   2,000             40,250
Waban Inc*                                4,900             85,138
                                                      -------------------
                                                            1,302,620
                                                      -------------------
SAVINGS & LOAN   2.22%
Charter One Financial                     1,200             23,700
Dime Bancorp*                             4,425             37,059
Leader Financial*                         3,400             81,600
TCF Financial                             4,100             152,725
                                                      -------------------
                                                            295,084
                                                      -------------------
SCHOOLS    0.07%
Kinder-Care Learning Centers*             800               9,500
                                                      -------------------
SEMICONDUCTOR EQUIPMENT   1.92%
Credence Systems*                         600               13,650
Cypress Semiconductor*                    4,700             110,450
Ultratech Stepper*                        2,100             77,175
VLSI Technology*                          4,400             55,000
                                                      -------------------
                                                            256,275
                                                      -------------------
STEEL   0.63%
Armco Inc*                                8,000             51,000
J&L Specialty Steel                       1,000             19,500
National Steel Class B*                   900               13,500
                                                      -------------------
                                                            84,000
                                                      -------------------



<PAGE>



TELECOMMUNICATIONS    0.87%
American Paging*                          1,700             13,388
Glenayre Technologies*                    900               32,625
LCI International*                        3,100             70,138
                                                      -------------------
                                                            116,151
                                                      -------------------
TEXTILES & APPAREL
  MANUFACTURERS   3.01%
Belding Heminway Series A*                877               6,797
Kellwood Co                               1,400             26,600
Springs Industries Class A                10,000            363,750
WestPoint Stevens*                        300               4,088
                                                      -------------------
                                                            401,235
                                                      -------------------
TRANSPORTATION   2.35%
Alaska Air Group*                         3,800             56,525
American Freightways*                     2,800             60,200
USA Truck                                 600               9,600
Werner Enterprises                        1,700             42,500
Wisconsin Central Transportation*         3,600             144,000
                                                      -------------------
                                                            312,825
                                                      -------------------
UTILITIES   5.27%
Atmos Energy                              2,700             44,213
Commonwealth Energy Systems               700               28,000
Iowa-Illinois Gas & Electric              4,800             96,000
New Jersey Resources                      1,400             31,325
Northwest Natural Gas                     1,700             51,638
ONEOK Inc                                 4,500             78,750
Piedmont Natural Gas                      13,200            249,150
Public Service of New Mexico*             8,800             122,100
                                                      -------------------
                                                            701,176
                                                      -------------------
WHOLESALE   0.89%
Bindley Western Industries                5,300             79,500
Owens & Minor                             2,850             38,831
                                                      -------------------
                                                            118,331
                                                      -------------------
TOTAL INVESTMENT
  SECURITIES AT VALUE   100.00%
  (Cost $13,474,285#)                                 $     13,318,597
                                                      ===================



*Security is non-income producing.
#Also represents cost for income tax purposes.

See Notes to Financial Statements


<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Assets and Liabilities
January 31, 1995
UNAUDITED


ASSETS
Investment Securities at Value
  (Cost $13,474,285)                                  $     13,318,597
Receivables:
  Investment Securities Sold                                428,217
  Fund Shares Sold                                          9,938
  Dividends and Interest                                    12,024
Prepaid Expenses and Other Assets                           61,675
                                                      --------------------
TOTAL ASSETS                                                13,830,451
                                                      --------------------
LIABILITIES
Payables:
  Custodian                                                 177,629
  Fund Shares Repurchased                                   1,185
Accrued Expenses and Other Payables                         11,951
                                                      --------------------
TOTAL LIABILITIES                                           190,765
                                                      --------------------
Net Assets at Value                                   $     13,639,686
                                                      ====================
NET ASSETS
Paid-in Capital*                                      $     13,843,435
Accumulated Undistributed
  Net Investment Income                                     4,182
Accumulated Undistributed Net Realized Loss
  on Investment Securities                                  (52,243)
Net Depreciation of Investment Securities                   (155,688)
                                                      --------------------
Net Assets at Value                                   $     13,639,686
                                                      ====================
Net Asset Value, Offering and Redemption
  Price per Share                                     $     9.80
                                                      ====================


*The Fund has 100 million  authorized shares of common stock, par value of $0.01
per share, of which 1,391,616 shares were outstanding at January 31, 1995.


See Notes to Financial Statements








<PAGE>





INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Operations
Six-Months Ended January 31, 1995
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                             $     96,810
Interest                                                    19,311
                                                      -------------------
TOTAL INCOME                                                116,121
                                                      -------------------
EXPENSES
Investment Advisory Fees                                    54,115
Transfer Agent Fees                                         6,237
Administrative Fees                                         6,082
Directors' Fees and Expenses                                3,524
Professional Fees and Expenses                              9,993
Registration Fees and Expenses                              22,875
Reports to Shareholders                                     999
Other Expenses                                              1,559
                                                      -------------------
TOTAL EXPENSES                                              105,384
                                                      -------------------
Fees and Expenses Absorbed
  by Investment Adviser                                     (33,231)
                                                      -------------------
  NET EXPENSES                                              72,153
                                                      -------------------
NET INVESTMENT INCOME                                       43,968
                                                      -------------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                  26,040
Change in Net Appreciation  of
  Investment Securities                                     139,078
                                                      -------------------
NET GAIN ON INVESTMENT SECURITIES                           165,118
                                                      -------------------
Net Increase in Net Assets from Operations            $     209,086
                                                      ===================

See Notes to Financial Statements


<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Changes in Net Assets


                                             Six-Months        Period
                                              Ended             Ended
                                             January 31        July 31
                                               1995              1994
                                          ------------------------------
                                             UNAUDITED         (Note 1)

OPERATIONS
Net Investment Income                     $     43,968      $     83,687
Net Realized Gain (Loss) on
  Investment Securities                         26,040            (78,283)
Change in Net Appreciation
  (Depreciaton) of Investment
  Securities                                    139,078           (294,766)
                                          --------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
  FROM OPERATIONS                               209,086           (289,362)
                                          --------------------------------
DIVIDENDS  TO SHAREHOLDERS FROM
  NET INVESTMENT INCOME                         (97,394)          (26,079)
                                          --------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                   9,288,668         18,609,570
Reinvestment of Dividends                       90,249            23,472
                                          --------------------------------
                                                9,378,917         18,633,042
Amounts Paid for Repurchases
  of Shares                                     (9,325,060)       (4,943,464)
                                          -------------------------------
NET INCREASE IN NET ASSETS
  FROM FUND SHARE TRANSACTIONS                  53,857            13,689,578
                                          --------------------------------
Total Increase in Net Assets                    165,549           13,374,137
NET ASSETS
Initial Subscription (Note 1)                  --                 100,000
Beginning of Period                             13,474,137        0
                                          -------------------------------
End of Period (Including
  Accumulated Undistributed Net
  Investment Income of $4,182 and
  $57,608, respectively)                  $     13,639,686  $     13,474,137
                                          ================================
FUND SHARE TRANSACTIONS
Initial Subscription (Note 1)                  --                 10,000
Shares Sold                                     941,309           1,863,062
Shares Issued from Reinvestment
of Dividends                                    9,061             2,405
                                          --------------------------------
                                                950,370           1,875,467



<PAGE>



Shares Repurchased                              (940,003)         (494,218)
                                          --------------------------------
Net Increase in Fund Shares                     10,367            1,381,249
                                          ================================

See Notes to Financial Statements


<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Notes to Financial Statements
UNAUDITED
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Diversified Funds, Inc. (the
"Fund"), a Maryland Corporation, was incorporated on April 2, 1993, and consists
of the Small Company Fund,  which commenced  operations on December 1, 1993. 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. A. SECURITY
VALUATION -- Equity securities traded on national securities exchanges or in the
over-the-counter  market are  valued at the last sale price in the market  where
such  securities  are primarily  traded.  If last sale 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.
      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.
      Short-term  securities  are stated at amortized  cost (which  approximates
market  value) if maturity is 60 days or less, or at market value if maturity is
greater than 60 days. B. 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.  Interest  income,  which may be comprised of
stated coupon rate,  market  discount and original issue discount is recorded on
the accrual basis. Cost is determined on the specific  identification  basis. C.
FEDERAL  AND STATE TAXES -- The Fund has  complied  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.  D.  DIVIDENDS  AND
DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions to shareholders are
recorded by the Fund on the ex dividend/distribution  date. The Fund distributes
net realized  capital gains, if any, to its  shareholders at least annually,  if
not offset by capital loss  carryovers.  Income  distributions  and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally  accepted  accounting  principles.  These  differences are
primarily due to differing  treatments for nontaxable  dividends,  net operating
losses,  expiring capital loss  carryforwards and deferral of wash sales. NOTE 2
-- INVESTMENT  ADVISORY AND OTHER AGREEMENTS.  INVESCO Funds Group, Inc. ("IFG")
serves as the Fund's investment adviser. As compensation for its services to the
Fund,  IFG receives an  investment  advisory  fee which is accrued  daily at the
applicable  rate and paid monthly.  The fee is based on the annual rate of 0.75%
on average net assets.



<PAGE>



      In  accordance  with a  Sub-Advisory  Agreement  between  IFG and  INVESCO
Management & Research,  Inc. ("IMR"), an affiliate of IFG, investment  decisions
of the Fund are made by IMR.  Fees for such  sub-advisory  services  are paid by
IFG.
      In  accordance  with an  Administrative  Agreement,  the Fund  pays IFG an
annual fee of $10,000,  plus an additional  amount computed at an annual rate of
0.015% of average net assets to provide administrative,  accounting and clerical
services. The fee is accrued daily and paid monthly.
      IFG  receives  a  transfer  agent  fee at an  annual  rate of  $14.00  per
shareholder  account, or per participant in an omnibus account. 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.
      IFG has voluntarily agreed, in some instances,  to absorb certain fees and
expenses  incurred  by the Fund.  NOTE 3 --  PURCHASES  AND SALES OF  INVESTMENT
SECURITIES.  For the  six-months  ended January 31, 1995,  the aggregate cost of
purchases and proceeds from sales of investment  securities  (excluding all U.S.
Government securities and short-term securities) were $5,003,232 and $4,579,328,
respectively.
      There were no purchases or sales of U.S. Government securities.  NOTE 4 --
APPRECIATION AND  DEPRECIATION.  At January 31, 1995, the gross  appreciation of
securities  in which  there  was an excess of value  over tax cost  amounted  to
$1,036,670 and the gross depreciation of securities in which there was an excess
of tax cost over value amounted to $1,192,358  resulting in net  depreciation of
$155,688. NOTE 5 -- TRANSACTIONS WITH AFFILIATES. Certain of the Fund's officers
and directors are also officers and directors of IFG or IMR.
      The Fund has adopted an unfunded  noncontributory  defined benefit pension
plan covering all  independent  directors of the Fund who will have served as an
independent director for at least five years at the time of retirement. Benefits
under this plan are based on an annual rate equal to 25% of the  retainer fee at
the time of retirement.  Pension  expenses for the six-months  ended January 31,
1995,  included in  Directors'  Fees and Expenses in the Statement of Operations
were $726.  Prepaid pension costs of $15 and accrued  pension  liability of $741
are included in prepaid  expenses  and accrued  expenses,  respectively,  in the
Statement of Assets and Liabilities.


<PAGE>


INVESCO Diversified Funds, Inc. - Small Company Fund
Financial Highlights
(For a Fund Share Outstanding throughout Each Period)

                                           Six Months        Period
                                            Ended             Ended
                                           January 31        July 31
                                          ------------------------------
                                             1995              1994
                                           UNAUDITED         (Note  1)

PER SHARE DATA
Net Asset Value -- Beginning
  of Period                               $     9.76        $     10.00
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                           0.02              0.06
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                0.08              (0.28)
Total from Investment Operations                0.10              (0.22)
LESS DISTRIBUTIONS
Dividends from Net Investment Income            0.06              0.02
Net Asset Value-- End of Period           $     9.80        $     9.76
                                          ==============    ===============

TOTAL RETURN                                    1.00%*            (2.21%)*

RATIOS
Net Assets -- End of Period
  ($000 Omitted)                          $     13,640      $     13,474
Ratio of Expenses to Average
  Net Assets#                                   0.50%*            1.00%~
Ratio of Net Investment
  Income to Average Net Assets#                 0.31%*            1.20%~
Portfolio Turnover Rate                         34%*              55%*


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

#Various  expenses  of  the  Fund  were  voluntarily  absorbed  by IFG  for  the
six-months  ended  January 31, 1995 and the period ended July 31, 1994.  If such
expenses  had not been  voluntarily  absorbed,  ratio of expenses to average net
assets would have been 0.74%,  (not  annualized)  and 1.64%,  respectively,  and
ratio of net investment income to average net assets would have been 0.08%, (not
annualized) and 0.56%, respectively.

~Annualized




<PAGE>


                                FAMILY OF FUNDS
                                                                   Newspaper
Fund Name                       Fund Code      Ticker Symbol     Abbreviation
International
Latin American Growth              34                *                 *
European Small Company             37                *                 *
European                           56              FEURX             Europ
Pacific Basin                      54              FPBSX             PcBas
International Growth               49              FSIGX            IntlGr
Sector
Energy                             50              FSTEX             Enrgy
Environmental Services             59              FSEVX            Envirn
Financial Services                 57              FSFSX            FinSvc
Gold                               51              FGLDX             Gold
Health Sciences                    52              FHLSX            HlthSc
Leisure                            53              FLISX            Leisur
Technology                         55              FTCHX             Tech
Worldwide Capital
  Goods                            38              ISWGX            WldCap
Worldwide Communications           39              ISWCX            WldCom
Growth
Emerging Growth                    60              FIEGX            Emgrth
Small Company                      74                *                 *
Dynamics                           20              FIDYX             Dynm
Growth                             10              FLRFX             Grwth
Equity-Income
Industrial Income                  15              FIIIX            IndInc
Utilities                          58              FSTUX             Util
Multiple-Asset
Multi-Asset Allocation             70              IMAAX           MulAstAl
Balanced                           71              IMABX              Bal
Bond
High Yield                         31              FHYPX             HiYld
Select Income                      30              FBDSX            SelInc
U.S. Government Securities         32              FBDGX             USGvt
Short-Term Bond                    33              INIBX            ShTrBd
Tax-Exempt
Tax-Free Long-Term Bond            35              FTIFX             TxFre
Tax-Free Intermediate Bond         36                *                 *
Money Market
Tax-Free Money Fund                40              FFRXX              N/A
Cash Reserves                      25              FDSXX              N/A
U.S. Government Money Fund         44              FUGXX              N/A

*This fund does not meet size  requirements  to be  assigned a ticker  symbol or
appear in newspaper listings.

For more information about any of the INVESCO Funds,  including  management fees
and  expenses,  please  call  us at  1-800-525-8085  for a  prospectus.  Read it
carefully before you invest or send money.






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