INVESCO DIVERSIFIED FUNDS INC
497, 1995-07-26
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                          INVESCO Small Company Fund

                           Supplement to Prospectus
                           dated November 30, 1994


The section of the Fund's  Prospectus  entitled "How Shares Can Be Purchased" is
amended  to delete  the  third  paragraph  of this  section  concerning  minimum
investment  requirements  of the Fund and substitute the following new paragraph
for the deleted paragraph:

      The minimum  initial  purchase  must be at least $1,000,  with  subsequent
      investments  of not less than $50,  except  that:  (1) those  shareholders
      establishing an EasiVest or direct payroll purchase account,  as described
      below in the Prospectus  section entitled "Services Provided by the Fund,"
      may open an account without making any initial investment if they agree to
      make regular,  minimum  purchases of at least $50; (2) Fund management may
      permit a lesser  amount to be invested in the Fund under a federal  income
      tax-deferred  retirement plan (other than an Individual Retirement Account
      ("IRA")),  or under a group  investment plan qualifying as a sophisticated
      investor;  (3) those shareholders  investing in an IRA, or through omnibus
      accounts where individual shareholder recordkeeping and sub-accounting are
      not required,  may make initial  minimum  purchases of $250;  and (4) Fund
      management  reserves  the right to reduce  or waive the  minimum  purchase
      requirements in its sole discretion  where it determines such action is in
      the best interests of the Fund.

The date of this supplement is July 24, 1995.








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