INVESCO FUNDS GROUP, INC.
7800 East Union Avenue
Denver, Colorado 80237
Post Office Box 173706
Denver, Colorado 80217-3706
Telephone: 303-930-6300
December 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: INVESCO Diversified Funds, Inc.
1933 Act No. 033-68040
1940 Act No. 811-7984
CIK No. 0000911411
Ladies and Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933 (the "1933 Act")
(submission type 497J), INVESCO Diversified Funds, Inc. (the "Fund"), hereby
submits for filing on EDGAR this certification that the definitive form of its
Prospectus for its only series, INVESCO Small Company Fund and Statement of
Additional Information for filing under Rule 497(j) does not differ from that
contained in the Post-Effective Amendment No. 4 under the Securities Act of 1933
and Amendment No. 5 under the Investment Company Act of 1940 to the Fund's
Registration Statement which was electronically filed pursuant to Rule 485(b) on
November 22, 1996. This Post-Effective Amendment is to become effective today.
If you have any questions or comments, please contact the undersigned at
303/930-6200.
Sincerely,
/s/ Glen A. Payne
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Glen A. Payne
Senior Vice President, Secretary
and General Counsel
