INVESCO DIVERSIFIED FUNDS INC
N-30D, 1997-09-25
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ANNUAL REPORT

July 31, 1997

INVESCO

SMALL

COMPANY

VALUE FUND

(effective 2/1/97, INVESCO Small Company Fund
changed its name to
INVESCO Small Company Value Fund)


A no-load fund seeking
long-term capital growth


INVESCO FUNDS


<PAGE>




MARKET OVERVIEW                                                      AUGUST 1997
    We are  currently in the greatest  bull market of all time,  and wealth has
been  created on a scale  that has never  been seen  before.  The  strength  and
longevity of this market have surprised even the staunchest market advocates.  A
preemptive  strike against  inflation by the Federal Reserve Board in March -- a
25 basis  point  increase  in the Fed Fund's  Rate -- produced a pullback in the
stock market. However, since that minor correction several  large-capitalization
stock indexes have produced approximately 15% to 20% returns.
    Recently,  however,  volatility  has crept  back into the stock  markets  --
dampening  investment  returns.  This increased  volatility can be attributed to
investor nervousness about inflation and an overheating  economy.  Consequently,
day-to-day  swings in equity prices remain severe,  and may continue in the near
future.
    Nonetheless, it's worth noting that:
    o The Dow  Jones  Industrial  Average  (an  index  composed  of 30  domestic
large-capitalization  stocks)  has  doubled in 30 months for only the fifth time
this century, and only the second time in 62 years.
    o The broad market has had 18 consecutive  quarters in which  companies have
reported significantly more positive than negative earnings surprises.
    o The wealth  created by the  domestic  stock market in the last 10 years is
the largest in history.
    The driving force behind the strength of the market during the last 10 years
has  been  low  inflation,   strong  economic   growth,   and  increased  worker
productivity.  These  factors have led to  above-average  increases in corporate
profits and earnings, sending stock prices higher. Meanwhile,  prices across the
economy (as measured by the Gross  Domestic  Product price  deflator)  rose only
1.8% in 1996 -- the smallest gain since 1964. Currently,  the inflation rate for
the U.S.  economy is at 2.2%,  and producer  prices  actually  declined over the
first seven months in 1997.
    Gains in worker  productivity  have helped curb inflation.  Over the last 10
years, corporate restructuring,  downsizing,  and investments in technology have
increased  the  efficiency of American  companies and workers.  These gains have
outpaced  wage  increases.  Coupled with  increased  international  competition,
improved productivity has put downward pressure on prices -- which is beneficial
for the economy as it stimulates consumer demand.
    As a result,  the U.S.  economy  has  re-established  itself  as the  global
leader.  In turn, the demand for skilled labor has risen,  and  unemployment  in
July 1997 was at 4.8% (the lowest level since 1973). Some naysayers suggest that
the tight labor market will  eventually  lead to increased  wages and inflation,
which may have negative consequences for corporate stock prices.
    Within this environment, investors continue to favor the liquidity and
predictability of earnings associated with large-capitalization stocks. However,
the  performance  gap between  large- and small-cap  stocks is narrowing,  as it
appears  investors  are starting to  concentrate  on the value  associated  with
small-cap stocks.
    This is a good time for  shareholders  to  re-evaluate  their  expectations.
Historically speaking,  markets do not return 25% every year. A long-run average
return on equities of 10% to 11% is more realistic.



<PAGE>



INVESCO SMALL COMPANY
VALUE FUND
    As the line graph illustrates, for the period from inception (12/93) through
7/31/97,  the value of a $10,000 investment in INVESCO Small Company Value Fund,
plus reinvested  dividends and capital gain  distributions,  would have risen to
$17,347.  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.  (Of course,  past  performance is not a
guarantee of future results.)(1)(2)
    For the one-year period ended 7/31/97,  INVESCO Small Company Value Fund had
a  total   return  of  36.97%,   compared  to  a  total  return  of  32.70%  for
smaller-capitalization  stocks as  measured  by the  Russell  2000.  The  fund's
one-year  return as of the same date also beat the Lipper Small  Company  Growth
Fund's average one-year return of 31.69%. (Lipper Analytical Services,  Inc., is
an  independent  mutual fund  analyst,  which tracks fund  performance  by total
return  unadjusted  for  commissions.  Of  course,  past  performance  is  not a
guarantee of future results.)(1)(2)

                            Small Company Value Fund
                           Average Annual Total Return
                                as of 7/31/97 (2)
                           ---------------------------
                           1 Year               36.97%
                           ---------------------------
                           Since Inception      16.21%
                           ---------------------------

    The last year proved to be a difficult  market for small-caps,  as investors
continued  to  focus on the  strength,  liquidity,  and  stability  of  earnings
associated  with  large-cap  stocks.  This  fascination  with blue chips  caused
small-cap  stocks to underperform the broad market.  However,  the fund's strong
relative   performance   was  produced  by  staying  true  to  our   disciplined
quantitative investment strategy.
    Our value-based  approach seeks to identify companies that are experiencing
strong and  improving  fundamentals.  These  companies  typically are selling at
prices below their intrinsic  value.  During the last year, this philosophy kept
the fund away from market  momentum  stocks that were  devastated  by the market
correction  in the  spring.  Instead,  the fund's  quantitative  model  produced
holdings  like  Minnesota  Power & Light,  and Coors  (Adolph) Co. Both of these
companies have improving  fundamentals and were selling at attractive  valuation
levels when purchased.

Graph:
    This line graph compares the value of a $10,000  investment in INVESCO Small
    Company Value 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 7/31/97.



<PAGE>



LOOKING FORWARD
    Fund  management  continues  to  believe  that the  small-cap  stock  market
represents  strong  long-term  opportunities  for  investors.   This  market  is
currently  in a period of  underperformance  compared  to the broad  market.  As
earnings growth rates slow for large-cap stocks, they may fall out-of-favor with
investors,  which  could  produce a flow of  capital  into  small-caps.  If this
happens,  we may enter into a long  period  where  small-cap  stocks  outperform
large-caps.

FUND MANAGEMENT
    INVESCO Small  Company  Value 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  Russell  2000  is  an  unmanaged  index  of  common  stocks   considered
representative of the smaller-capitalization stock market.

(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.

INVESCO FUND CODES
      These  two-digit  codes  appear after your  account  number on  Investment
Summaries and confirmations.  You may also use them to request information about
specific funds on PAL(R), your Personal Account Line.

      MONEY MARKET FUNDS
      44    U.S. Government Money Fund
      25    Cash Reserves
      40    Tax-Free Money Fund
      TAX-EXEMPT FUNDS
      36    Tax-Free Intermediate Bond
      35    Tax-Free Long-Term Bond
      INCOME FUNDS
      33    Short-Term  Bond  
      32    U.S. Government Securities
      47    Intermediate Government Bond
      30    Select Income 
      31    High Yield
      GROWTH & INCOME FUND
      71    Balanced 
      70    Multi-Asset Allocation 
      48    Total Return 
      15    Industrial Income 
      46    Value Equity 
      CAPITAL APPRECIATION FUNDS
      10    Growth 
      20    Dynamics 
      74    Small Company Value  
      60    Small Company Growth



<PAGE>



      SECTOR FUNDS  
      50    Energy  
      59    Environmental Services 
      57    Financial Services 
      51    Gold 
      52    Health Sciences 
      53    Leisure 
      42    Realty 
      55    Technology 
      58    Utilities 
      38    Worldwide Capital Goods 
      39    Worldwide Communications  
      INTERNATIONAL FUNDS 
      49    International Growth 
      41    Asian Growth 
      56    European  
      37    European Small Company 
      34    Latin American Growth 
      54    Pacific Basin

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 Diversified Funds, Inc. - Small Company Value Fund
TEN LARGEST COMMON STOCK HOLDINGS
July 31, 1997

Description                                                                Value
- --------------------------------------------------------------------------------
Centex Corp                                                             $886,425
Stratus Computer                                                         735,750
Coors (Adolph) Co Class B                                                733,223
Computer Task Group                                                      691,075
CBL & Associates Properties                                              680,850
Fuller (H B) Co                                                          650,475
Aeroquip-Vickers Inc                                                     646,787
Dexter Corp                                                              633,019
Frontier Insurance Group                                                 620,631
Technitrol Inc                                                           609,600

Composition of holdings is subject to change.


                         ----------------------------


INVESCO Diversified Funds, Inc - Small Company Value Fund
STATEMENT OF INVESTMENT SECURITIES
July 31,1997

                                                      Shares or
                                                      Principal
Description                                             Amount             Value
- --------------------------------------------------------------------------------
COMMON STOCKS 85.08%
AEROSPACE & DEFENSE 0.60%
Thiokol Corp                                             3,500      $    260,094
UNC Inc*                                                 6,800            98,600
                                                                    ------------
                                                                         358,694
                                                                    ------------
AIR FREIGHT 0.77%
Yellow Corp*                                            16,900           456,300
                                                                    ------------
AIRLINES 0.68%
Airborne Freight                                         5,100           250,219
Expeditors International of Washington                   4,100           155,287
                                                                    ------------
                                                                         405,506
                                                                    ------------
AUTO PARTS 2.54%
Borg-Warner Automotive                                   6,500           362,375
Detroit Diesel*                                         21,000           546,000
MascoTech Inc                                           28,200           602,775
                                                                    ------------
                                                                       1,511,150
                                                                    ------------


<PAGE>



BANKS 5.54%
ALBANK Financial                                         9,800           379,750
CCB Financial                                            5,200           432,900
Cullen Frost Bankers                                     6,800           317,900
Deposit Guaranty                                        12,900           422,475
First Michigan Bank                                     10,601           345,863
First Midwest Bancorp                                    4,600           161,000
Imperial Bancorp*                                       11,200           345,800
Magna Group                                             12,000           442,500
Provident Bankshares                                     6,600           314,325
US Trust                                                 2,600           136,825
                                                                    ------------
                                                                       3,299,338
                                                                    ------------
BEVERAGES 1.23%
Coors (Adolph) Co Class B                               23,300           733,223
                                                                    ------------
BIOTECHNOLOGY 0.27%
Bio-Rad Laboratories Class A*                            5,700           161,737
                                                                    ------------
BUILDING MATERIALS 1.71%
Centex Corp                                             15,900           886,425
Lone Star Industries                                     2,500           132,500
                                                                    ------------
                                                                       1,018,925
                                                                    ------------
CABLE 0.75%
Cablevision Systems Class A*                             7,500           445,312
                                                                    ------------
CHEMICALS 2.57%
Dexter Corp                                             15,900           633,019
Fuller (H B) Co                                         12,600           650,475
Lilly Industries Class A                                11,100           247,669
                                                                    ------------
                                                                       1,531,163
                                                                    ------------
COMMUNICATIONS -
   EQUIPMENT & MANUFACTURING 0.97%
Boston Technology*                                       8,000           212,500
Comverse Technology*                                     7,500           365,625
                                                                    ------------
                                                                         578,125
                                                                    ------------
COMPUTER RELATED 6.00%
Acxiom Corp*                                            10,900           216,637
Aspen Technology*                                        4,200           175,350
BancTec Inc*                                            18,550           453,316
Boole & Babbage*                                        16,800           436,800
CACI International Class A*                              7,700           110,206
Computer Task Group                                     15,400           691,075
Data General*                                            5,300           159,994


<PAGE>



Hyperion Software*                                       8,300           223,063
Keane Inc*                                               1,500            91,688
Network Appliance*                                       3,400           148,325
Stratus Computer*                                       13,500           735,750
Structural Dynamics Research*                            4,800           132,000
Transaction System Architects Class A*                     100             3,700
                                                                    ------------
                                                                       3,577,904
                                                                    ------------
CONTAINERS 0.44%
AptarGroup Inc                                           5,100           259,462
                                                                    ------------
DISTRIBUTION 0.72%
BJ's Wholesale Club*                                     4,300           127,387
Richfood Holdings                                       12,700           304,800
                                                                    ------------
                                                                         432,187
                                                                    ------------
ELECTRIC UTILITIES 2.55%
Central Maine Power                                     17,700           238,950
CILCORP Inc                                              3,000           125,812
Commonwealth Energy Systems SBI                         14,000           357,875
IES Industries                                          13,400           410,375
Minnesota Power & Light                                 11,800           387,925
                                                                    ------------
                                                                       1,520,937
                                                                    ------------
ELECTRICAL EQUIPMENT 3.77%
Baldor Electric                                         11,150           348,437
Berg Electronics*                                       10,200           410,550
Kent Electronics*                                        4,400           171,600
Methode Electronics Class A                              7,400           153,550
Moog Inc Class A*                                        7,800           249,600
Rexel Inc*                                              16,800           306,600
Technitrol Inc                                          19,200           609,600
                                                                    ------------
                                                                       2,249,937
                                                                    ------------
ELECTRONICS 0.57%
Fluke Corp                                               2,500           135,625
Southern Electronics*                                   13,400           204,350
                                                                    ------------
                                                                         339,975
                                                                    ------------
ELECTRONICS - SEMICONDUCTOR 2.01%
Burr-Brown Corp*                                         4,500           156,656
Dallas Semiconductor                                    12,500           488,281
Unitrode Corp*                                           6,700           398,231
Zilog Inc*                                               6,300           152,775
                                                                    ------------
                                                                       1,195,943
                                                                    ------------



<PAGE>



ENGINEERING & CONSTRUCTION 1.21%
Pulte Corp                                               9,100           371,394
Stone & Webster                                          7,500           352,500
                                                                    ------------
                                                                         723,894
                                                                    ------------
FINANCIAL 0.04%
Advest Group                                             1,000            23,062
                                                                    ------------
FOODS 1.26%
Earthgrains Co                                          12,000           439,500
Smithfield Foods*                                        6,300           313,425
                                                                    ------------
                                                                         752,925
                                                                    ------------
HEALTH CARE DRUGS - PHARMACEUTICALS 2.46%
Agouron Pharmaceuticals*                                 2,300           220,225
AmeriSource Health Class A*                              6,100           286,700
Amylin Pharmaceuticals*                                 13,300           174,562
Bindley Western Industries                              10,100           236,719
Faulding Inc*                                           11,400           143,212
ICN Pharmaceuticals                                      6,200           211,963
Perrigo Co*                                             14,800           192,400
                                                                    ------------
                                                                       1,465,781
                                                                    ------------
HEALTH CARE RELATED 6.40%
ADAC Laboratories                                       10,000           195,000
ATL Ultrasound*                                          5,100           205,275
Acuson Corp*                                             6,000           157,875
Ballard Medical Products                                 6,600           139,837
Datascope Corp*                                         23,100           503,869
Hooper Holmes                                           13,400           365,150
Integrated Health Services                               6,900           235,463
Invacare Corp                                            8,200           173,225
NovaCare Inc*                                           13,300           172,069
OEC Medical Systems*                                     3,100            53,088
Tecnol Medical Products*                                18,000           405,000
TheraTech Inc*                                          15,800           181,700
Trigon Healthcare*                                      13,100           311,944
Universal Health Services Class B*                       8,400           341,250
West Co                                                 12,700           373,063
                                                                    ------------
                                                                       3,813,808
                                                                    ------------
HOMEBUILDING 0.29%
Nortek Inc*                                              7,100           174,394
                                                                    ------------


<PAGE>



HOUSEHOLD FURNITURE & APPLIANCES 1.24%
Ethan Allen Interiors                                    3,200           169,600
Furniture Brands International*                         20,800           427,700
La-Z-Boy Inc                                             3,700           138,981
                                                                    ------------
                                                                         736,281
                                                                    ------------
HOUSEWARES 0.13%
Oneida Ltd                                               2,600            76,700
                                                                    ------------
INSURANCE 5.97%
American Bankers Insurance Group                         2,700           182,756
American Heritage Life Investment                        4,300           163,400
Delphi Financial Group Class A*                         11,564           442,323
Fremont General                                          9,600           410,400
Frontier Insurance Group                                19,900           620,631
Guarantee Life                                           5,500           141,625
Horace Mann Educators                                    6,000           324,375
Mutual Risk Management                                       1                49
NAC Re                                                   9,400           455,313
Orion Capital                                            8,400           351,225
Reliance Group Holdings                                 10,800           141,075
Vesta Insurance Group                                    6,100           324,825
                                                                    ------------
                                                                       3,557,997
                                                                    ------------
INVESTMENT BANK/BROKER FIRM 0.73%
Quick & Reilly Group                                     7,400           194,250
Raymond James Financial                                  8,300           239,144
                                                                    ------------
                                                                         433,394
                                                                    ------------
IRON & STEEL 0.23%
National Steel Class B*                                  8,900           136,281
                                                                    ------------
LEISURE TIME 0.67%
Carmike Cinemas Class A*                                12,700           401,637
                                                                    ------------
LODGING - HOTELS 0.64%
Bristol Hotel*                                          14,250           382,078
                                                                    ------------
MACHINERY 2.47%
Aeroquip-Vickers Inc                                    11,800           646,787
Chart Industries                                         8,700           154,425
IDEX Corp                                               11,200           393,400
Manitowoc Co                                             7,200           277,200
                                                                    ------------
                                                                       1,471,812
                                                                    ------------



<PAGE>



MANUFACTURING 2.32%
Aztec Manufacturing                                     10,500           177,844
Cognex Corp*                                             6,300           214,200
Dionex Corp*                                             2,800           127,750
Fisher Scientific International                          8,000           387,500
Global Industrial Technologies*                          6,700           126,881
Robbins & Myers                                          5,900           203,550
Scotsman Industries                                      5,400           146,475
                                                                    ------------
                                                                       1,384,200
                                                                    ------------
METALS MINING 0.63%
Cleveland-Cliffs Inc                                     8,600           374,100
                                                                    ------------

NATURAL GAS 0.92%
ONEOK Inc                                               15,600           546,000
                                                                    ------------
OIL & GAS RELATED 3.85%
Cabot Oil & Gas Class A                                 14,200           291,987
Camco International                                      4,000           258,500
HS Resources*                                           13,700           191,800
Newfield Exploration*                                   15,900           381,600
Newpark Resources*                                      10,800           373,275
Tesoro Petroleum*                                        4,000            62,250
Varco International*                                     9,100           352,056
Vintage Petroleum                                       10,600           380,938
                                                                    ------------
                                                                       2,292,406
                                                                    ------------
PERSONAL CARE 0.28%
Rexall Sundown*                                          4,600           164,450
                                                                    ------------
POLLUTION CONTROL 0.57%
Culligan Water Technologies*                             8,000           338,000
                                                                    ------------
PUBLISHING 0.74%
McClatchy Newspapers Class A                             5,100           172,763
Pulitzer Publishing                                      5,266           269,883
                                                                    ------------
                                                                         442,646
                                                                    ------------
REAL ESTATE INVESTMENT TRUST 4.84%
Beacon Properties                                        6,600           241,725
CBL & Associates Properties                             26,700           680,850
Duke Realty Investments                                  5,400           239,963
Gables Residential Trust SBI                             3,000            80,063
Koger Equity                                             7,500           145,781
Liberty Property Trust SBI                               9,900           261,113
MGI Properties                                          11,800           260,338



<PAGE>



Omega Healthcare Investors                               5,700           186,675
Patriot American Hospitality                             8,999           224,415
Public Storage                                          10,500           311,719
Shurgard Storage Centers Class A                         8,900           251,981
                                                                    ------------
                                                                       2,884,623
                                                                    ------------
RESTAURANTS 1.07%
Brinker International*                                  15,400           241,587
Consolidated Products*                                   8,200           146,062
ShowBiz Pizza Time*                                     10,900           252,063
                                                                    ------------
                                                                         639,712
                                                                    ------------
RETAIL 2.97%
Ames Department Stores*                                 12,600           184,275
Carson Pirie Scott*                                      4,700           155,981
Cash America International                              20,100           227,381
Homebase Inc*                                            4,300            37,625
Lands' End*                                             16,600           491,775
Pier 1 Imports                                          21,450           378,056
Shopko Stores                                           10,200           294,525
                                                                    ------------
                                                                       1,769,618
                                                                    ------------
SAVINGS & LOAN 2.24%
Commercial Federal                                       7,100           283,112
FirstFed Financial*                                      5,500           189,750
ONBANCorp Inc                                            6,700           339,188
Sovereign Bancorp                                       22,800           361,239
St Paul Bancorp                                          6,700           159,544
                                                                    ------------
                                                                       1,332,833
                                                                    ------------
SERVICES 4.02%
Caribiner International*                                 7,400           269,175
Catalina Marketing*                                      2,300            98,037
Computer Management Sciences*                            3,900            77,025
DeVRY Inc*                                              16,800           493,500
G&K Services Class A                                     4,700           159,212
Information Resources*                                  10,200           153,638
Norrell Corp                                            13,500           426,938
Sotheby's Holdings Class A                              15,900           286,200
True North Communications                               17,500           435,313
                                                                    ------------
                                                                       2,399,038
                                                                    ------------


<PAGE>



TELECOMMUNICATIONS -
   CELLULAR & WIRELESS 0.67%
Centennial Cellular Class A*                            15,900           238,500
CommNet Cellular*                                        4,600           160,425
                                                                    ------------
                                                                         398,925
                                                                    ------------
TEXTILE - APPAREL
   MANUFACTURING 1.04%
Burlington Industries*                                  22,000           284,625
Galey & Lord Inc*                                        7,500           126,562
Interface Inc Class A                                    7,600           209,950
                                                                    ------------
                                                                         621,137
                                                                    ------------
TOBACCO 0.69%
Standard Commercial*                                    25,466           420,189
                                                                    ------------
TRUCKERS 0.53%
Werner Enterprises                                      14,600           313,900
                                                                    ------------
UTILITIES WATER 0.27%
E'town Corp                                              5,000           160,625
                                                                    ------------
TOTAL COMMON STOCKS
   (Cost $43,859,686)                                                 50,708,264
                                                                    ------------
SHORT-TERM INVESTMENTS -
   REPURCHASE AGREEMENTS 14.92%
Repurchase Agreement with State Street
   Bank & Trust Co dated 7/31/1997
   due 8/1/1997
   at 5.670%, repurchased at
   $8,896,401 (Collateralized by
   US Treasury Bonds due 6/30/2001
   at 6.625%, value $9,126,038)
   (Cost $8,895,000)                                 8,895,000         8,895,000
                                                                    ------------
TOTAL INVESTMENT SECURITIES
   AT VALUE 100.00%
   (Cost $52,754,686) (Cost for Income
   Tax Purposes $52,766,699)                                          59,603,264
                                                                    ============

* Security is non-income producing.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Value Fund
Statement of Assets and Liabilities
July 31, 1997

ASSETS
Investment Securities at Value
   (Cost $52,754,686)~                                              $ 59,603,264
Cash                                                                     177,456
Receivables:
   Investment Securities Sold                                          1,439,104
   Fund Shares Sold                                                       95,212
   Dividends and Interest                                                 25,239
Prepaid Expenses                                                          27,102
                                                                   -------------
TOTAL ASSETS                                                          61,367,377
                                                                   -------------
LIABILITIES
Payables:
   Distributions to Shareholders                                          17,686
   Investment Securities Purchased                                     2,186,961
   Fund Shares Repurchased                                               592,722
Accrued Expenses                                                          21,055
                                                                   -------------
TOTAL LIABILITIES                                                      2,818,424
                                                                   -------------
Net Assets at Value                                                   58,548,953
                                                                   =============
NET ASSETS
Paid-in Capital*                                                      42,683,212
Accumulated Undistributed Net Investment
   Income                                                                 10,517
Accumulated Undistributed Net Realized Gain
   on Investment Securities, Foreign Currency
   Transactions and Futures Contracts                                  9,006,646
Net Appreciation of Investment Securities
   and Foreign Currency Transactions                                   6,848,578
                                                                   -------------
Net Assets at Value                                                   58,548,953
                                                                   =============
Net Asset Value, Offering and Redemption
   Price per Share                                                         14.94
                                                                   =============

~ Investment  securities at cost and value at July 31, 1997 include a repurchase
  agreement of $8,895,000.

* The Fund has 100 million authorized shares of common stock, par value of $0.01
  per share, of which 3,918,379 were outstanding at July 31, 1997.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Value Fund
STATEMENT OF OPERATIONS
Year Ended July 31, 1997

INVESTMENT INCOME
INCOME
Dividends                                                            $  731,482
Interest                                                                271,972
   Foreign Taxes Withheld                                                  (345)
                                                                   -------------
   TOTAL INCOME                                                       1,003,109
                                                                   -------------
EXPENSES
Investment Advisory Fees                                                375,830
Transfer Agent Fees                                                     131,681
Administrative Fees                                                      17,517
Custodian Fees and Expenses                                              20,416
Directors' Fees and Expenses                                              9,745
Interest Expense                                                         20,523
Professional Fees and Expenses                                           21,087
Registration Fees and Expenses                                           59,409
Reports to Shareholders                                                  17,479
Other Expenses                                                            4,724
                                                                   -------------
   TOTAL EXPENSES                                                       678,411
   Fees and Expenses Absorbed
     by Investment Adviser                                              (50,918)
                                                                   -------------
     NET EXPENSES                                                       627,493
                                                                   -------------
NET INVESTMENT INCOME                                                   375,616
                                                                   -------------
REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENT SECURITIES
Net Realized Gain on:
   Investment Securities and Foreign Currency
     Transactions                                                     8,443,235
   Futures Contracts                                                    810,135
                                                                   -------------
     Total Net Realized Gain                                          9,253,370
                                                                   -------------
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                       6,341,586
                                                                   -------------
NET GAIN ON INVESTMENT SECURITIES                                    15,594,956
                                                                   -------------
Net Increase in Net Assets from Operations                           15,970,572
                                                                   =============

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. - Small Company Value Fund
STATEMENT OF CHANGES IN NET ASSETS

                                                        Year Ended July 31
                                                --------------------------------
                                                       1997              1996
OPERATIONS
Net Investment Income                           $    375,616      $     331,234
Net Realized Gain on Investment
   Securities, Foreign Currency Transactions
   and Futures Contracts                           9,253,370          6,672,541
Change in Net Appreciation of Investment
   Securities and Foreign Currency
   Transactions                                    6,341,586         (2,961,051)
                                                 ------------      -------------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS                                15,970,572          4,042,724
                                                 ------------      -------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                               (380,682)          (328,765)
Net Realized Gain on Investment Securities        (6,451,835)        (1,179,375)
                                                 ------------      -------------
TOTAL DISTRIBUTIONS                               (6,832,517)        (1,508,140)
                                                 ------------      -------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                    259,425,974        143,331,961
Reinvestment of Distributions                      6,781,554          1,510,374
                                                 ------------      -------------
                                                 266,207,528        144,842,335
Amounts Paid for Repurchases of Shares          (263,489,815)      (140,754,802)
                                                 ------------      -------------
NET INCREASE IN NET ASSETS FROM FUND
   SHARE TRANSACTIONS                              2,717,713          4,087,533
                                                 ------------      -------------
Total Increase in Net Assets                      11,855,768          6,622,117
NET ASSETS
Beginning of Period                               46,693,185         40,071,068
                                                 ------------      -------------
End of Period (Including Accumulated
   Undistributed Net Investment Income of
   $10,517 and $4,778, respectively)              58,548,953         46,693,185
                                                 ============      =============

FUND SHARE TRANSACTIONS
Shares Sold                                       19,903,341         11,466,923
Shares Issued from Reinvestment
   of Distributions                                  551,365            122,792
                                                 ------------      -------------
                                                  20,454,706         11,589,715
Shares Repurchased                               (20,367,666)       (11,162,000)
                                                 ------------      -------------
Net Increase in Fund Shares                           87,040            427,715
                                                 ============      =============

See Notes to Financial Statements


<PAGE>



INVESCO Diversified Funds, Inc. -Small Company Value Fund
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.  INVESCO Diversified
Funds, Inc. (the "Fund") is incorporated in Maryland and presently consists of
Small Company Value Fund (Small Company Fund prior to February 1, 1997).  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.
         Foreign  securities  are valued at the closing  price on the  principal
    stock  exchange on which they are traded.  In the event that closing  prices
    are not available for foreign  securities,  prices will be obtained from the
    principal  stock  exchange  at or prior to the  close of the New York  Stock
    Exchange.  Foreign currency exchange rates are determined daily prior to the
    close of the New York Stock Exchange.
         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.
         Assets and liabilities initially expressed in terms of foreign
    currencies are translated into U.S. dollars at the prevailing market rates 
    as quoted by one or more banks or dealers on the date of valuation.  The
    cost of securities is translated into U.S. dollars at the rates of exchange
    prevailing when such securities were aquired.  Income and expenses are 
    translated into U.S. dollars at the rates of exchange prevailing when 
    accrued.
B.  REPURCHASE AGREEMENTS - Repurchase agreements held by the Fund are fully
    collateralized by U.S. Government securities and such collateral is in the
    possession of the Fund's custodian.  The collateral is evaluated daily to
    ensure its market value exceeds the current market value of the repurchase
    agreement including accrued interest.  In the event of default on the
    obligation to repurchase, the Fund has the right to liquidate the collateral
    and apply the proceeds in satisfaction  of the  obligation.  In the event of
    default  or  bankruptcy  by the other  party to the  agreement,  realization
    and/or  retention  of the  collateral  or  proceeds  may be subject to legal
    proceedings.


<PAGE>



C.  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.  Certain dividends from foreign securities will be 
    recorded as soon as the Fund is informed of the dividend if such information
    is obtained subsequent to the ex dividend date.  Interest income, which may
    be comprised of stated coupon rate, market discount, original issue discount
    and amortized premium is recorded on the accrual basis.  Cost is determined
    on the specific identification basis.
         The Fund's use of short-term  forward  foreign  currency  contracts may
    subject  it to  certain  risks as a result  of  unanticipated  movements  in
    foreign  exchange rates.  The Fund does not hold short-term  forward foreign
    currency contracts for trading purposes.  The Fund may hold foreign currency
    in  anticipation  of  settling  foreign  security  transactions  and not for
    investment purposes.
         The Fund may have elements of risk due to  concentrated  investments in
    foreign  issuers  located in a specific  country.  Such  concentrations  may
    subject the Fund to  additional  risks  resulting  from future  political or
    economic   conditions   and/or  possible   impositions  of  adverse  foreign
    governmental  laws or  currency  exchange  restrictions.  Net  realized  and
    unrealized gain or loss from investments includes fluctuations from currency
    exchange rates and fluctuations in market value.
D.  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.
         To  the  extent  future  capital  gains  are  offset  by  capital  loss
    carryovers, such gains will not be distributed to shareholders.
         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, 1997, 8.25% qualified for
    the  dividends  received   deduction   available  to  the  Fund's  corporate
    shareholders. Investment income received from foreign sources may be subject
    to foreign withholding taxes. Dividend and interest income is shown gross of
    foreign withholding taxes in the accompanying financial statements.
E.  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 corporate actions, foreign currency transactions,  nontaxable
    dividends, net operating losses and expired capital loss carryforwards.  For
    the year ended July 31, 1997, the Fund reclassified $10,495 from accumulated
    undistributed  net  realized  gain on  investment  securities  and $310 from
    paid-in  capital to accumulated  undistributed  net investment  income.  Net
    investment income, net realized gains and net assets were not affected.


<PAGE>



F.  FUTURES CONTRACTS - The Fund may enter into futures contracts for hedging or
    other non-speculative purposes.  Upon entering into a contract, the Fund
    deposits and maintains as collateral such initial margin as may be required
    by the exchanges on which the transaction is affected.  Pursuant to the
    contracts, the Fund agrees to receive from or pay to the broker an amount of
    cash equal to the daily fluctuation in value of the contract.  Such receipts
    or payments are known as "variation margin" and are recorded by the Fund as
    variation margin receivable or payable on futures contracts.  During the
    period the futures contracts are open, changes in the value of the contracts
    are recognized on a daily basis to reflect the market value of the contracts
    at the end of each day's trading and are recorded as unrealized gain or 
    loss. When the contract is closed, the Fund records a realized gain or loss
    equal to the difference between the value of the contract at the time it was
    opened and the value at the time it was closed.  The Fund's use of futures
    contracts may subject it to certain risks as a result of unanticipated
    movements in the market. A lack of correlation between the value of an
    instrument underlying a futures contract and the asset being hedged, or 
    unexpected adverse price movements, could render the Fund's hedging strategy
    unsuccessful and result in losses.  In addition, there can be no assurance 
    that a liquid secondary market will exist for any contract purchased or 
    sold.
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  receives  a  transfer  agent  fee  at an  annual  rate  of  $20.00  per
shareholder  account,  or,  where  applicable,  per  participant  in an  omnibus
account,  per year. 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 and IMR have 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 year ended July
31, 1997,  the aggregate cost of purchases and proceeds from sales of investment
securities (excluding all U.S. Government securities and short-term  securities)
were $67,096,159 and $79,010,864, respectively.
    There were no purchases or sales of U.S. Government Securities.
NOTE 4 - APPRECIATION AND DEPRECIATION. At July 31, 1997, the gross appreciation
of securities in which there was an excess of value over tax cost amounted to
$7,218,682 and the gross depreciation of securities in which there was an excess
of tax cost over value amounted to $382,117, resulting in net appreciation of
$6,836,565.
NOTE 5 - TRANSACTIONS WITH AFFILIATES.  Certain of the Fund's officers and
directors are also officers and directors of IFG or IMR.



<PAGE>



    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  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, 1997,  included in  Directors'
Fees and Expenses in the Statement of  Operations  were $662.  Unfunded  accrued
pension  costs of $911 and pension  liability  of $2,263 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 redemption's 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.  At July 31, 1997, there
were no such borrowings.



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Value Fund
FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>

                                                                                       Period
                                                                                        Ended
                                                         Year Ended July 31           July 31
                                                ---------------------------------- ----------
                                                    1997        1996        1995       1994^
<S>                                             <C>         <C>          <C>       <C>

PER SHARE DATA
Net Asset Value -
   Beginning of Period                           $  12.19    $  11.77     $  9.76   $  10.00
                                                ---------------------------------- ----------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                0.09        0.08        0.05       0.06
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                    4.10        0.68        2.05      (0.28)
                                                ---------------------------------- ----------
Total from Investment Operations                     4.19        0.76        2.10      (0.22)
                                                ---------------------------------- ----------
LESS DISTRIBUTIONS
Dividends from Net Investment Income                 0.09        0.08        0.09       0.02
Distributions from Capital Gains                     1.35        0.26        0.00       0.00
                                                ---------------------------------- ----------
Total Distributions                                  1.44        0.34        0.09       0.02
                                                ---------------------------------- ----------
Net Asset Value - End of Period                     14.94       12.19       11.77       9.76
                                                ================================== ==========
TOTAL RETURN                                       36.97%       6.47%      21.64%    (2.21%)*

RATIOS
Net Assets - End of Period
   ($000 Omitted)                                  58,549      46,693      40,071     13,474
Ratio of Expenses to Average
   Net Assets#                                     1.25%@      1.09%@       1.00%      1.00%~
Ratio of Net Investment Income
   to Average Net Assets#                           0.75%       0.61%       0.84%      1.20%~
Portfolio Turnover Rate                              147%        156%         73%        55%*
Average Commission Rate Paid ^^                    0.0582           -           -           -
</TABLE>

^  From December 1, 1993,  commencement  of investment  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 and IMR for the
   years ended July 31, 1997, 1996 and 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 1.35%,  1.09%, 1.32% and 1.64%  
   (annualized), respectively, and ratio of net investment income to average net
   assets would have been 0.65%, 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

^^ The average  commission rate paid is the total brokerage  commissions paid on
   applicable purchases and sales of securities for the period divided by the 
   total number of related shares purchased or sold which is required to be
   disclosed for the Fiscal years beginning September 1, 1995 and thereafter.



<PAGE>



REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Directors 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 INVESCO Small Company Value Fund
(formerly,  INVESCO Small Company Fund, the sole portfolio  constituting INVESCO
Diversified Funds, Inc.,  hereafter referred to as the "Fund") at July 31, 1997,
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,  1997  by
correspondence  with the custodian and the  application of alternative  auditing
procedures for unsettled security  transactions,  provide a reasonable basis for
the opinion expressed above.




Price Waterhouse LLP

Denver, Colorado
September 2, 1997


<PAGE>



                                 FAMILY OF FUNDS

                                                                      Newspaper
Fund Name                         Fund Code       Ticker Symbol     Abbreviation
- --------------------------------------------------------------------------------
International
International Growth                  49               FSIGX            IntlGr
Asian Growth                          41               IVAGX            AsianGr
European                              56               FEURX             Europ
European Small Company                37               IVECX           EuroSmCo
Latin American Growth                 34               IVSLX           LatinAmGr
Pacific Basin                         54               FPBSX             PcBas
- --------------------------------------------------------------------------------
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
Realty                                42               IVSRX            Realty
Technology                            55               FTCHX             Tech
Utilities                             58               FSTUX             Util
Worldwide Capital Goods               38               ISWGX            WldCap
Worldwide Communications              39               ISWCX            WldCom
- --------------------------------------------------------------------------------
Capital Appreciation
Growth                                10               FLRFX             Grwth
Dynamics                              20               FIDYX             Dynm
Small Company                         74               IDSCX            DivSmCo
Emerging Growth                       60               FIEGX            Emgrth
- --------------------------------------------------------------------------------
Growth & Income
Industrial Income                     15               FIIIX            IndInc
Value Equity                          46               FSEQX             ValEq
Multi-Asset Allocation                70               IMAAX           MulAstAl
Balanced                              71               IMABX              Bal
Total Return                          48               FSFLX            TotRtn
- --------------------------------------------------------------------------------
Bond
Short-Term Bond                       33               INIBX            ShTrBd
Intermediate Government Bond          47               FIGBX            IntGov
U.S. Government Securities            32               FBDGX             USGvt
Select Income                         30               FBDSX            SelInc
High Yield                            31               FHYPX             HiYld
- --------------------------------------------------------------------------------
Tax-Exempt
Tax-Free Intermediate Bond            36               IVTIX               *
Tax-Free Long-Term Bond               35               FTIFX             TxFre
- --------------------------------------------------------------------------------
Money Market
U.S. Government Money Fund            44               FUGXX           InvGvtMF
Cash Reserves                         25               FDSXX            InvCshR
Tax-Free Money Fund                   40               FFRXX          InvTaxFree



<PAGE>


* 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>



EASIVEST MAKES IT EASY TO PAY YOURSELF FIRST.

   It  seems  that for  most of us the  hardest  part of  investing  at  regular
intervals comes down to simply writing the check, finding the stamp, and putting
it in the mail.  But with  INVESCO's  EasiVest it's so easy that we'll do almost
all the work for you.

   After you fill out the  authorization  and return it with a voided check, the
exact dollar  amount you specify will be  electronically  transferred  from your
bank account to your designated fund on the same day each month.

USING EASIVEST IS ONE OF THE FEW TIMES WHEN YOU'LL FIND THE EASY WAY MAY ALSO BE
ONE OF THE BEST.

   For  years  smart  investors  have  used  an  investment  strategy  known  as
dollar-cost averaging. It only makes sense that when prices are high an investor
will want to buy fewer shares, and when prices are low he will want to buy more.
By investing a fixed amount at regular  intervals with INVESCO's  EasiVest,  you
can take advantage of these market fluctuations.

   Over a sufficient period of time,  dollar-cost averaging may make the average
price you pay per share less than the actual average price per share.  So follow
the lead of successful  investors and take  advantage of  dollar-cost  averaging
with INVESCO's EasiVest.

   Like other  investment  systems,  periodic  investment  plans to not insure a
profit, nor do they protect against loss in a falling market.  Since these plans
involve  continuous  investment in securities  regardless of  fluctuating  price
levels in the market,  you should  consider your  financial  ability to continue
purchases through low price levels. Finally, be aware that you will incur a loss
under the plan if you decide to liquidate  your account when the market value of
accumulated shares is less than their cost.

   Just  follow  these  simple  authorization  instructions  and  let  INVESCO's
EasiVest help you build for your future.

   1.        Call your bank for their ABA and account numbers.
             Then complete the EasiVest authorization and sign
             it the same way you would your personal checks.

   2.        Enclose an unsigned, personal check or savings
             deposit slip marked "Void."

   3.        Place a voided check or savings deposit slip and
             signed authorization form in an envelope; then
             mail it to us.

   It's that easy to start building your mutual fund portfolio. And you can take
advantage of INVESCO's EasiVest with as little as $50 a month.

Questions?  Call us at 1-800-525-8085.
Start building for your future today.


<PAGE>



EASIVEST AUTHORIZATION FOR AUTOMATIC INVESTMENTS

   Before returning this Authorization, please be sure to contact your bank for
   the correct ABA number and account number.

I authorize  INVESCO  Funds Group to transfer  money from my checking or savings
account  on or  about  the 7th or 21st  (check  one) day of each  month  for the
amounts and funds indicated below:

Fund___________________________________ Acct.#_______________________________

$__________________________ ($50 minimum)       ___ 7th      ___21st


- --------------------------------------------------------------------------------
Bank Name

- --------------------------------------------------------------------------------
Bank Street Address

- --------------------------------------------------------------------------------
City, State, Zip
                                        (    )
- -------------------------------------   ----------------------------------------
ABA Number (available from your bank)   Bank Phone Number

- -------------------------------------   This is a __Checking Account
Bank Account Number                               __ Savings Account

- --------------------------------------------------------------------------------
Owner's Name (First, Middle Initial, Last)

- --------------------------------------------------------------------------------
Joint Owner's Name (First, Middle Initial, Last)

- --------------------------------------------------------------------------------
Owner Street Address

- --------------------------------------------------------------------------------
City, State, Zip

- -----------------------------------------------------  -------------------------
Signature                                              Date

- -----------------------------------------------------  -------------------------
Signature                                              Date
(   )                                     (   )
- --------------------------------------------------------------------------------
Daytime Telephone Number                  Evening Telephone Number

Don't forget to attach a voided check or deposit slip.

This  authority is to remain in effect  until I revoke it in writing and,  until
INVESCO receives such  notification,  I agree INVESCO will be fully protected in
honoring any such electronic  debit. I further agree that if any such electronic
debit is not honored, whether with cause or without cause and whether


<PAGE>



intentionally or  unintentionally,  INVESCO will not be liable whatsoever.  This
authorization  will become a part of the fund application  subject to the terms,
representations and conditions thereof.

Like other investment  systems,  period investment plans do not insure a profit,
nor do they protect against loss in a falling market.  Since these plans involve
continuous  investment in securities  regardless of fluctuating  price levels in
the market,  you should  consider your financial  ability to continue  purchases
through low price levels. Finally, be aware that you will incur a loss under the
plan  if you  decide  to  liquidate  your  account  when  the  market  value  of
accumulated shares is less than their cost.


<PAGE>


INVESCO FUNDS

We're easy to stay in touch with:
Investor Services Representatives,
1-800-525-8085
PAL(R), your Personal Account Line,
1-800-424-8085

On the World Wide Web:
http://www.invesco.com

Denver Investor Centers:
Cherry Creek, 155-B Fillmore Street;
Denver Tech Center, 7800 E. Union Avenue,
Lobby Level

INVESCO Funds Group, Inc.,(SM) Distributor
(As of 9/29/97, INVESCO Distributors, Inc.,
Distributor)
Post Office Box 173706
Denver, Colorado 80217-3706

This information must be preceded or accompanied by a current prospectus.




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