INVESCO DIVERSIFIED FUNDS INC
N-30D, 1996-10-03
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ANNUAL REPORT

July 31, 1996


INVESCO
SMALL
COMPANY
FUND

A no-load fund seeking
long-term capital growth

INVESCO FUNDS




<PAGE>



Market Overview                                                   August 1996
      Over  the  first  seven   months  of  1996,   the   securities   markets
have  been   exceptionally   attentive  to  figures:   Gross  Domestic  Product,
unemployment,  and earnings growth. Each announcement of fresh data has sent the
stock market and other securities market indexes moving in a new direction.
      Based on a moderate  economic  expansion,  the stock market advanced 9.60%
for the year-to-date as of 5/31/96. But, as expectations of economic vigor grew,
investors  began to see the likelihood of accelerating  inflation.  This in turn
made  action by the  Federal  Reserve  Board  appear  more  probable -- hikes in
short-term  interest  rates. In June, the stock market advanced a mere 0.40%; in
July, the index declined sharply.(1),(2)
      Since 1994 the Federal Reserve Board has actively  manipulated  short-term
rates,  seeking to  maintain  economic  expansion  without  sparking  inflation.
Recently,  there has been  some  indication  that the Fed may  allow a  slightly
higher level of inflation before tightening credit availability;  however, their
overall  strategy  is  unlikely to alter in the  near-term,  given an  impending
presidential  election  and the recent  reappointment  of Alan  Greenspan as Fed
chairman.
      According  to the Bureau of Labor  Statistics,  less than 200,000 new jobs
were created in July 1996.  While inflation is still considered a threat by some
analysts,  the most recent  unemployment  figure was low enough to convince  the
markets that the Fed would not launch a preemptive  strike against  inflation in
the summer.  In addition,  earnings  reports from a variety of  industries  were
convincingly strong. Stocks and bonds subsequently rallied.

INVESCO Small Company Fund
      As the line graph  illustrates,  for the  period  from  inception  through
7/31/96,  the value of a $10,000  investment in INVESCO Small Company Fund, plus
reinvested  dividends  and  capital  gain  distributions,  would  have  risen to
$12,665.  The chart and other  total  return  figures  cited  reflect the fund's
operating  expenses,  but the index  does not have  expenses,  which  would,  of
course, have lowered its performance.(2)
      For the one-year  period ended  7/31/96,  INVESCO Small Company Fund had a
total   return   of   6.47%,   compared   to  a  total   return   of  7.02%  for
smaller-capitalization  stocks,  as measured by the Russell  2000 and 16.45% for
the broader market as represented by the S&P 500. (Of course,  past  performance
is not a guarantee of future results.)(1),(2)

                              Small Company Fund
                       Average Annualized Total Return
                               as of 7/31/96(2)

                    1 year                              6.47%
                    -----------------------------------------
                    Since Inception (12/93)             9.26%
                    -----------------------------------------




<PAGE>




      Throughout 1995,  smaller-cap stocks lagged the broader market. While past
performance  is not a  guarantee  of future  results,  over the 12 months  ended
12/31/95, the Russell 2000 Index of smaller-cap stocks advanced 28.45%, compared
to 37.46% for the S&P 500.  Small-caps overtook the broad market over the first
five months of this year,  when the Russell  2000 had a total  return of 15.09%,
versus  9.60% for the S&P 500.  Summer  signalled a downturn for both large- and
smaller-cap equities, quickly followed by an August rally.(1),(2)

Graph:      Small   Company   Fund   Total   Return   from    Inception(12/93)
            through 07/31/96

      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 Russell
      2000  Index,  assuming  in each case  reinvestment  of all  dividends  and
      capital  gain  distributions,  for the  period  from  inception  (12/1/93)
      through 7/31/96.

      1996's  turbulent  market  has been  challenging  for  investors.  Various
sectors have outperformed during different periods;  while Small Company Fund is
managed with an eye towards the  long-term  potential  of any  holding,  we have
adjusted  our mix  over  the past 12  months  in  response  to  changing  market
conditions.
      For example,  consumer  cyclical stocks generally  performed well over the
first half of 1996. At the  beginning of this year, we had already  overweighted
fund holdings in this area.  Retail in particular  has proven a profitable  area
for the fund over the past months.

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

      This graph reflects the  allocation of the Small Company Fund's  portfolio
      as a percentage of total net assets in basic materials,  capital goods and
      construction,   consumer  cylical,   consumer  staples,  energy,  finance,
      technology,  transportation  and  services,  utilities,  and cash and cash
      equivalents as of 1/31/95, 7/31/95 and 7/31/96.

      More recently,  we have trimmed positions in these stocks, in anticipation
of a cyclical market shift towards  companies with  predictable  steady earnings
growth  within  the  consumer   staples  area.   Newer   holdings  here  include
medical-related  companies  such as ADAC  Laboratories  and Advanced  Technology
Laboratories,   as  well  as  OEC  Medical   Systems,   which  provides  medical
instruments.  Interest-rate sensitive stocks have underperformed the market this
year. Prices were driven down by the apparent  likelihood of short-term interest
rate  increases.  Mid-summer,  it became clear the Federal Reserve Board was not
poised to act near-term. Recently, we have increased our allocation in carefully
selected  financial  stocks.  Over the past year,  we have opened  positions  in
banking stocks, including Cal Fed Bancorp, Cullen Frost Bankers, USBANCORP



<PAGE>



Inc,  and  Zions  Bancorp.   Fremont  General  and  NAC  Re  are  new  to  our
insurance holdings.
      Despite the summer  correction,  technology remains a key component of our
overall strategy. In preference to more speculative  industries such as computer
hardware -- where earnings growth is likely to slow -- we have focused  holdings
on areas like electronics, as well as computer services,  software, and systems.
Cellular telecommunications and biotechnology are additional fields of interest.

Fund Management
      INVESCO  Small  Company  Fund is  managed  by Bob  Slotpole,  senior  vice
president  and director of equities for INVESCO  Management & Research,  Inc. He
earned  an MBA  from  Stanford  University,  as  well  as a BS  from  the  State
University  of New  York-Buffalo.  Bob  began  his  investment  career  in 1975.
Previously, he was associated with First Boston and Lehman Brothers.

(1)   The S&P 500 and  Russell  2000 are  unmanaged  indices  of  common  stocks
      considered   to  be   representative   of  the  broad  stock   market  and
      smaller-capitalization stock market, respectively.

(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.



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Ten Largest Common Stock Holdings
July 31, 1996

Description                                                  Value
- ------------------------------------------------------------------
Universal Corp                                          $1,012,875
Health Management Systems                                  883,300
ICOS Corp                                                  849,325
Washington National                                        820,463
Universal Health Services Class B                          814,875
Protective Life                                            807,812
Cullen Frost Bankers                                       779,350
Measurex Corp                                              776,262
PHH Corp                                                   702,900
CCB Financial                                              672,750

Composition of holdings is subject to change.






<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Investment Securities
July 31, 1996
                                                   Shares or
                                                   Principal
Description                                           Amount             Value
- ------------------------------------------------------------------------------
COMMON STOCKS 100.00%
ADVERTISING 0.43%
True North Communications                             11,600      $    207,350
                                                                  ------------
AUTOMOBILE RELATED 2.23%
Borg-Warner Automotive                                10,400           364,000
Intermet Corp*                                        27,400           351,062
SPX Corp                                               5,400           134,325
Smith (A O)                                            9,700           215,825
                                                                  ------------
                                                                     1,065,212
                                                                  ------------
BANKING 7.18%
CCB Financial                                         13,000           672,750
Cal Fed Bancorp*                                      10,300           233,037
Cullen Frost Bankers                                  28,600           779,350
Deposit Guaranty                                      10,600           484,950
First Michigan Bank                                    8,025           182,576
Mark Twain Bancshares                                 13,700           506,900
USBANCORP Inc                                          8,900           294,256
Zions Bancorp                                          3,600           280,350
                                                                  ------------
                                                                     3,434,169
                                                                  ------------
BIOTECHNOLOGY 2.50%
CellPro Inc*                                          26,000           347,750
ICOS Corp*                                           128,200           849,325
                                                                  ------------
                                                                     1,197,075
                                                                  ------------
BROADCASTING 0.65%
Renaissance Communications*                            9,000           310,500
                                                                  ------------
BUILDING & CONSTRUCTION RELATED 4.20%
Granite Construction                                  20,300           428,837
Oakwood Homes                                         11,800           278,775
Pulte Corp                                            26,500           669,125
Texas Industries                                       9,400           629,800
                                                                  ------------
                                                                     2,006,537
                                                                  ------------
CHEMICALS 0.41%
Cytec Industries*                                      6,600           198,000
                                                                  ------------
COMPUTER RELATED 5.97%
Auspex Systems*                                       18,700           241,931
Boole & Babbage                                       10,200           247,350


<PAGE>



Comshare Inc                                          12,700           220,662
Continuum Co*                                          3,100           166,625
Gerber Scientific                                     12,600           185,850
Health Management Systems                             29,200           883,300
Stratus Computer*                                     12,500           229,687
Structural Dynamics Research*                         16,700           285,987
SunGard Data Systems*                                  9,000           367,875
Technology Solutions*                                  1,200            27,000
                                                                  ------------
                                                                     2,856,267
                                                                  ------------
CONTAINERS 1.05%
AptarGroup Inc                                         7,800           259,350
West Co                                               10,400           244,400
                                                                  ------------
                                                                       503,750
                                                                  ------------
CONTROL INSTRUMENTS 2.57%
International Rectifier*                              27,000           452,250
Measurex Corp                                         28,100           776,262
                                                                  ------------
                                                                     1,228,512
                                                                  ------------
DIVERSIFIED COMPANIES 0.83%
ACX Technologies*                                     22,600           398,325
                                                                  ------------
ELECTRICAL EQUIPMENT 0.81%
Baldor Electric                                       19,450           386,569
                                                                  ------------
ELECTRONICS 4.12%
BMC Industries                                        19,300           528,337
Bell Industries                                       27,590           462,133
DII Group*                                            11,000           261,250
Moog Inc Class A Ltd Voting Shrs*                     13,300           279,300
Network Equipment Technologies*                       13,700           181,525
Sterling Electronics                                  20,535           259,254
                                                                  ------------
                                                                     1,971,799
                                                                  ------------
FINANCE RELATED 4.35%
CMAC Investment                                        8,500           487,687
Fair Issac & Co                                        7,600           301,150
Imperial Credit Industries                            10,400           304,200
Mutual Risk Management                                     1                28
PHH Corp                                              13,200           702,900
Robert Half International*                            10,000           282,500
                                                                  ------------
                                                                     2,078,465
                                                                  ------------
FOOD PRODUCTS & BEVERAGES 1.17%
International Multifoods                              33,700           560,262
                                                                  ------------
HEALTH CARE RELATED 1.70%
Universal Health Services Class B*                    31,800           814,875
                                                                  ------------

<PAGE>



HOME FURNISHINGS 0.97%
Furniture Brands International*                       18,400           209,300
La-Z Boy Chair                                         8,900           255,875
                                                                  ------------
                                                                       465,175
                                                                  ------------
INSURANCE 5.43%
Fremont General                                       17,800           445,000
NAC Re                                                 8,600           296,700
Protective Life                                       23,500           807,812
Selective Insurance Group                              7,000           226,625
Washington National                                   29,700           820,463
                                                                  ------------
                                                                     2,596,600
                                                                  ------------
INVESTMENT BROKERS 1.20%
Alex Brown                                             3,900           182,325
Raymond James Financial                               18,800           392,450
                                                                  ------------
                                                                       574,775
                                                                  ------------
JEWELRY 0.72%
Zale Corp*                                            19,900           345,762
                                                                  ------------
MACHINERY 2.14%
Harnischfeger Industries                               8,094           250,914
IDEX Corp                                              7,200           216,000
NACCO Industries Class A                               5,100           262,012
Regal Beloit                                          18,300           292,800
                                                                  ------------
                                                                     1,021,726
                                                                  ------------
MANUFACTURING 2.04%
Fisher Scientific International                       12,700           493,712
Foamex International*                                 16,800           201,600
Varlen Corp                                           13,310           277,846
                                                                  ------------
                                                                       973,158
                                                                  ------------
MEDICAL RELATED 4.76%
ADAC Laboratories                                     13,200           255,750
Advanced Technology Laboratories*                      9,100           293,475
Invacare Corp                                         17,600           523,600
Kinetic Concepts                                      34,800           487,200
OEC Medical Systems*                                  24,600           289,050
PhyCor Inc*                                           13,925           428,194
                                                                  ------------
                                                                     2,277,269
                                                                  ------------
MEDICAL RELATED - DRUGS 0.81%
Bergen Brunswig Class A                               14,900           387,400
                                                                  ------------



<PAGE>


METALS & MINING 2.62%
Cleveland-Cliffs Inc                                  13,400           492,450
Global Industrial Technologies*                       14,300           243,100
Lukens Inc                                            11,300           235,888
Oregon Metallurgical*                                  7,400           177,600
Zeigler Coal Holding                                   7,200           105,300
                                                                  ------------
                                                                     1,254,338
                                                                  ------------
MOTION PICTURES & TELEVISION 0.48%
Carmike Cinemas Class A*                               8,900           228,062
                                                                  ------------
OIL & GAS RELATED 4.21%
Cabot Oil & Gas Class A                               30,300           473,437
Camco International                                   12,100           391,738
Diamond Shamrock                                      17,300           480,075
Smith International*                                   8,600           288,100
Sonat Offshore Drilling                                6,600           323,400
Vintage Petroleum                                      2,500            57,813
                                                                  ------------
                                                                     2,014,563
                                                                  ------------
PAPER & PAPER PRODUCTS 1.62%
Domtar Inc                                            44,700           335,250
Rock-Tenn Co Class A                                  23,100           438,900
                                                                  ------------
                                                                       774,150
                                                                  ------------
POLLUTION CONTROL RELATED 1.55%
Sanifill Inc*                                          5,700           241,538
US Filter*                                            23,100           499,538
                                                                  ------------
                                                                       741,076
                                                                  ------------
PRINTING & PUBLISHING 2.19%
Graphic Industries                                    20,100           185,925
Media General Class A                                  7,900           226,138
Meredith Corp                                          8,400           341,250
Pulitzer Publishing                                    5,600           291,900
                                                                  ------------
                                                                     1,045,213
                                                                  ------------
REAL ESTATE RELATED 4.32%
Beacon Properties                                     11,800           309,750
Duke Realty Investments                               10,300           306,425
Gables Residential Trust SBI                           6,900           162,150
Highwoods Properties                                   5,700           157,463
Liberty Property Trust SBI                             9,900           196,763
Merry Land & Investment                                7,300           153,300
Public Storage                                        20,800           444,600
Shurgard Storage Centers Class A                       7,500           177,188
Wellsford Residential Property Trust SBI               7,400           160,950
                                                                  ------------
                                                                     2,068,589
                                                                  ------------


<PAGE>



RECREATION RELATED 1.69%
Coachmen Industries                                   10,800           391,500
Grand Casinos*                                         7,800           146,250
Outboard Marine                                       17,300           270,313
                                                                  ------------
                                                                       808,063
                                                                  ------------
RETAIL 6.68%
Apple South                                           13,800           281,175
Applebee's International                               9,600           241,200
Carson Pirie Scott*                                   13,400           298,150
Claire's Stores                                       20,100           575,363
CompUSA Inc*                                           6,800           268,600
Gymboree Corp*                                        15,400           358,050
Pier 1 Imports                                        16,000           270,000
Ross Stores                                           13,300           392,350
ShowBiz Pizza Time*                                    9,500           138,938
Waban Inc*                                            19,600           372,400
                                                                  ------------
                                                                     3,196,226
                                                                  ------------
SAVINGS & LOAN 1.65%
ALBANK Financial                                       7,660           192,458
Astoria Financial                                     16,000           428,000
Sovereign Bancorp                                     17,330           166,801
                                                                  ------------
                                                                       787,259
                                                                  ------------
SCHOOLS 1.33%
DeVRY Inc*                                            14,600           636,925
                                                                  ------------
SEMICONDUCTOR EQUIPMENT 0.31%
Siliconix Inc*                                         8,300           149,400
                                                                  ------------
TELECOMMUNICATIONS 2.28%
Aspect Telecommunications*                             5,300           255,725
Associated Group Class A*                              6,100           149,450
Interdigital Communications*                          51,400           353,375
Octel Communications*                                 14,200           333,700
                                                                  ------------
                                                                     1,092,250
                                                                  ------------
TEXTILES & APPAREL MANUFACTURERS 2.10%
Burlington Industries*                                41,700           562,950
G & K Services Class A                                16,500           443,438
                                                                  ------------
                                                                     1,006,388
                                                                  ------------
TOBACCO 2.12%
Universal Corp                                        36,500         1,012,875
                                                                  ------------
TRANSPORTATION 1.85%
APL Ltd                                                7,300           170,638
Alaska Air Group*                                     10,800           259,200


<PAGE>



Werner Enterprises                                    18,000           456,750
                                                                  ------------
                                                                       886,588
                                                                  ------------
UTILITIES 4.43%
Atlantic Tele-Network*                                18,000           378,000
Central Maine Power                                   17,700           212,400
CILCORP Inc                                            3,000           125,250
Commonwealth Energy Systems SBI                       10,600           243,800
IES Industries                                        13,400           395,300
Minnesota Power & Light                               12,700           350,838
ONEOK Inc                                             15,600           411,450
                                                                  ------------
                                                                     2,117,038
                                                                  ------------
WHOLESALE 0.33%
United Stationers*                                     7,600           159,600
                                                                  ------------
TOTAL INVESTMENT 
   SECURITIES AT VALUE 100.00%
   (Cost $47,331,143)
   (Cost for Income
   Tax Purposes
   $47,352,849)                                                    $47,838,135
                                                                  ============

* Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Assets and Liabilities
July 31, 1996


ASSETS
Investment Securities at Value
   (Cost $47,331,143)                                              $47,838,135
Receivables:
   Fund Shares Sold                                                    468,786
   Dividends and Interest                                               40,848
Prepaid Expenses and Other Assets                                       25,071
                                                                  ------------
TOTAL ASSETS                                                        48,372,840
                                                                  ------------
LIABILITIES
Payables:
   Custodian                                                         1,647,562
   Distributions to Shareholders                                         6,013
   Fund Shares Repurchased                                               6,633
Accrued Expenses and Other Payables                                     19,447
                                                                  ------------
TOTAL LIABILITIES                                                    1,679,655
                                                                  ------------
Net Assets at Value                                                 46,693,185
                                                                  ============
NET ASSETS
Paid-in Capital*                                                    39,965,809
Accumulated Undistributed Net Investment
   Income                                                                4,778
Accumulated Undistributed Net Realized Gain
   on Investment Securities                                          6,215,606
Net Appreciation of Investment Securities                              506,992
                                                                  ------------
Net Assets at Value                                                 46,693,185
                                                                  ============
Net Asset Value, Offering and Redemption
   Price per Share                                                       12.19
                                                                  ============

* The Fund has 100 million authorized shares of common stock, par value of $0.01
per share, of which 3,831,339 were outstanding at July 31, 1996.

See Notes to Financial Statements




<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Fund
Statement of Operations
Year Ended July 31, 1996


INVESTMENT INCOME
INCOME
Dividends                                                             $775,309
Interest                                                               139,811
                                                                  ------------
   TOTAL INCOME                                                        915,120
                                                                  ------------
EXPENSES
Investment Advisory Fees                                               409,030
Transfer Agent Fees                                                     47,778
Administrative Fees                                                     18,180
Custodian Fees and Expenses                                             21,496
Directors' Fees and Expenses                                            10,147
Professional Fees and Expenses                                          23,370
Registration Fees and Expenses                                          47,266
Reports to Shareholders                                                  6,622
Other Expenses                                                          10,887
                                                                  ------------
   TOTAL EXPENSES                                                      594,776
   Fees and Expenses Absorbed
   by Investment Adviser                                               (2,604)
   Fees and Expenses Paid Indirectly                                   (8,286)
                                                                  ------------
   NET EXPENSES                                                        583,886
                                                                  ------------
NET INVESTMENT INCOME                                                  331,234
                                                                  ------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities                           6,672,541
Change in Net Depreciation of Investment
   Securities                                                      (2,961,051)
                                                                  ------------
NET GAIN ON INVESTMENT SECURITIES                                    3,711,490
                                                                  ------------
Net Increase in Net Assets from Operations                           4,042,724
                                                                  ============

See Notes to Financial Statements



<PAGE>



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

                                                         Year Ended July 31
                                               ---------------------------------
                                                       1996               1995

OPERATIONS
Net Investment Income                               $331,234          $151,017
Net Realized Gain on
   Investment Securities                           6,672,541           800,723
Change in Net Appreciation
   (Depreciation) of Investment
   Securities                                    (2,961,051)         3,762,809
                                               ---------------------------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                          4,042,724         4,714,549
                                               ---------------------------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                              (328,765)         (206,316)
Net Realized Gain on
   Investment Securities                         (1,179,375)                 0
                                               ---------------------------------
TOTAL DISTRIBUTIONS                              (1,508,140)         (206,316)
                                               ---------------------------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                    143,331,961        42,475,361
Reinvestment of Distributions                      1,510,374           182,674
                                               ---------------------------------
                                                 144,842,335        42,658,035
                                               ---------------------------------
Amounts Paid for Repurchases
   of Shares                                   (140,754,802)      (20,569,337)
                                               ---------------------------------
NET INCREASE IN NET ASSETS FROM
   FUND SHARE TRANSACTIONS                         4,087,533        22,088,698
                                               ---------------------------------
Total Increase in Net Assets                       6,622,117        26,596,931
NET ASSETS
Beginning of Period                               40,071,068        13,474,137
                                               ---------------------------------
End of Period (Including
   Accumulated Undistributed
   Net Investment Income
   of $4,778 and $2,309,
   respectively)                                  46,693,185        40,071,068
                                               =================================

FUND SHARE TRANSACTIONS
Shares Sold                                       11,466,923         3,982,583
Shares Issued from Reinvestment
   of Distributions                                  122,792            16,914
                                               ---------------------------------
                                                  11,589,715         3,999,497


<PAGE>



Shares Repurchased                              (11,162,000)       (1,977,122)
                                               ---------------------------------
Net Increase in Fund Shares                          427,715         2,022,375
                                               =================================

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Fund
Notes to Financial Statements
NOTE 1 -- ORGANIZATION AND SIGNIFICANT  ACCOUNTING POLICIES.  INVESCO
Diversified  Funds, Inc. (the "Fund"),  was incorporated in Maryland on April 2,
1993, and presently consists of the Small Company Fund. The investment objective
of the Fund is to seek long-term  capital growth.  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  liabilites  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.
         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 at the time of
    purchase, or 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 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.
         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.  Of the
    ordinary income distributions declared for the year ended July 31, 1996,


<PAGE>



    24.74% qualified for the dividends received deduction available to the
    Fund's corporate shareholders.
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 captital 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 and
    expired capital loss carryforwards. As of July 31, 1996, there were no such
    differences.
E.  EXPENSES -- Under an agreement  between  the 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, Other
    Expenses, which include Pricing Expenses, are reduced by credits earned by
    the 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 July 31, 1996,  Fees and Expenses Paid Indirectly
    consisted of $2,080  included in Custodian  Fees and Expenses and $6,206
    included in Other Expenses.

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% of average net assets.
     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  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.
     IFG and IMR have voluntarily  agreed, in some instances,  to absorb certain
fees and expenses incurred by the Fund.



<PAGE>



NOTE 3 -- PURCHASES AND SALES OF INVESTMENT SECURITIES.  For the year ended July
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 $88,678,808 and $80,714,261, respectively.
     There were no purchases or sales of U.S. Government Securities.
NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At July 31,  1996,  the  gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $4,206,129 and the gross  depreciation  of securities in which there
was an excess of tax cost over value  amounted to  $3,720,843,  resulting in net
appreciation of $485,286.
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  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 July 31, 1996,  included in Directors'
Fees and Expenses in the Statement of  Operations  were $380.  Unfunded  accrued
pension  costs of $196 and  pension  liability  of $886 are  included in Prepaid
Expenses  and Accrued  Expenses,  respectively,  in the  Statement of Assets and
Liabilities.
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 the Fund.
The 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
July 31, 1996, there were no such borrowings.




<PAGE>



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

                                                                        Period
                                                                         Ended
                                        Year Ended July 31             July 31
                                    --------------------------   -------------
                                      1996              1995             1994^

PER SHARE DATA
Net Asset Value -
   Beginning of Period              $11.77             $9.76            $10.00
                                    --------------------------   -------------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                 0.08              0.05              0.06
Net Gains or (Losses)
   on Securities (Both
   Realized and Unrealized)           0.68              2.05            (0.28)
                                    --------------------------   -------------
Total from Investment
   Operations                         0.76              2.10            (0.22)
                                    --------------------------   -------------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                  0.08              0.09              0.02
Distributions from
   Capital Gains                      0.26              0.00              0.00
                                    --------------------------   -------------
Total Distributions                   0.34              0.09              0.02
                                    --------------------------   -------------
Net Asset Value -
   End of Period                     12.19             11.77              9.76
                                    ==========================   =============
TOTAL RETURN                         6.47%            21.64%          (2.21%)*

RATIOS
Net Assets - End of
   Period ($000 Omitted)            46,693            40,071            13,474
Ratio of Expenses to
   Average Net Assets#              1.09%@             1.00%            1.00%~
Ratio of Net Investment
   Income to Average
   Net Assets#                       0.61%             0.84%            1.20%~
Portfolio Turnover Rate               156%               73%              55%*


^ From December 1, 1993, commencement of operations, to July 31, 1994.

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



<PAGE>



# Various  expenses of the Fund were  voluntarily  absorbed by IFG for the years
ended July 31,  1996,  1995 and for the  period  ended  July 31,  1994.  If such
expenses  had not been  voluntarily  absorbed,  ratio of expenses to average net
assets would have been 1.09%, 1.32% and 1.64%  (annualized),  respectively,  and
ratio of net  investment  income to average  net assets  would have been  0.61%,
0.52% and 0.56% (annualized), respectively.

@ Ratio is based on Total  Expenses  of the  Fund,  less  Expenses  Absorbed  by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized



<PAGE>



Report of Independent Accountants


To the Board of Directors and Shareholders of
INVESCO Diversified 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 Small Company Fund (constituting
INVESCO  Diversified Funds,  Inc.,  hereafter referred to as the "Fund") at July
31, 1996, the results of its operations for the year then ended,  the changes in
its 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  July  31,  1996  by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.




Price Waterhouse LLP

/s/ Price Waterhouse LLP
- ------------------------
Denver, Colorado
August 30, 1996




<PAGE>


                                 FAMILY OF FUNDS

                                                                       Newspaper
Fund Name                         Fund Code       Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
Latin American Growth                 34               IVSLX           LatinAmGr
European Small Company                37               IVECX           EuroSmCo
European                              56               FEURX             Europ
Pacific Basin                         54               FPBSX             PcBas
International Growth                  49               FSIGX            IntlGr
Asian Growth                          41               IVAGX            AsianGr
- --------------------------------------------------------------------------------
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, Value
Emerging Growth                       60               FIEGX            Emgrth
Value Equity                          46               FSEQX             ValEq
Small Company                         74               IDSCX            DivSmCo
Dynamics                              20               FIDYX             Dynm
Growth                                10               FLRFX             Grwth
- --------------------------------------------------------------------------------
Equity-Income
Industrial Income                     15               FIIIX            IndInc
Utilities                             58               FSTUX             Util
- --------------------------------------------------------------------------------
Balanced/Multiple-Asset
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
- --------------------------------------------------------------------------------
Bond
High Yield                            31               FHYPX             HiYld
Select Income                         30               FBDSX            SelInc
U.S. Government Securities            32               FBDGX             USGvt
Intermediate Government Bond          47               FIGBX            IntGov
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 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.


<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:  1-800-424-8085

To reach PAL(R), your 24-hour Personal Account
Line, call:  1-800-424-8085

Or write to:
INVESCO Funds Group, Inc.,(SM) Distributor
Post Office Box 173706
Denver, Colorado  80217-3706

Find us on the World Wide Web:
http://www.invesco.com

If you're in Denver, please visit one of our
convenient Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center,
7800 East Union Avenue, Lobby Level

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




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