INVESCO DIVERSIFIED FUNDS INC
N-30D, 1998-03-27
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Semiannual Report

January 31, 1998

INVESCO Small Company Value Fund

A no-load fund seeking
long-term capital growth.

INVESCO FUNDS


<PAGE>




Market Overview                                                   February 1998
    After seven years of economic expansion, will 1998 be the year in which the
U.S.  economy  slows  down?  That's the  question  currently  being  pondered by
investment  professionals.  In  1997,  near-perfect  conditions  contributed  to
above-average  economic growth as measured by the Gross Domestic  Product.  This
economic  environment was appropriately  named the "Goldilocks  Economy," as low
inflation,  declining interest rates, and increased worker productivity produced
double-digit  gains  in  operating  earnings  for the  fifth  straight  year for
companies in the S&P 500 -- an unprecedented  record.  Also, consumer confidence
in 1997 reached the highest level in 28 years,  as jobs were  plentiful and real
wages improved for many Americans.(1)
    Against  this  backdrop,   equity  markets  produced  euphoric  returns  for
investors  --  major  equity  market  indexes  (both  the S&P 500 and Dow  Jones
Industrial  Average)  returned more than 20% for the third  straight  year,  the
first time in history.  However,  most of the gains in 1997 were  accumulated in
the first eight months of the year; doubts about the sustainability of corporate
profits  increased market  volatility over the latter half of 1997. In fact, the
Dow Jones Industrial Average experienced swings of greater than 100 points on 52
occasions  in 1997 (27 up days and 25 down).  Fears of slowing  economies in the
Asian/Pacific  Rim region,  and their affect on the U.S.  economy,  produced the
first market  correction  in more than seven years -- a decline in value of more
than 10% from the indexes' highs.(1)
    Fixed-income markets also produced  above-average  results in 1997; however,
these returns exhibited a different  performance pattern. In the spring of 1997,
fears of inflation and an overheating  economy  encouraged  the Federal  Reserve
Board to increase  short-term  interest  rates by 25 basis  points.  This action
intensified  speculation  that the economy was  expanding  too fast,  and higher
interest  rates  were  needed to cool it off.  However,  as  inflation  remained
subdued, fears diminished.  Investors then focused on the potential deflationary
pressure  exerted by the Asian currency  crisis -- producing  strong returns for
fixed-income  investors  over the last six months.  In fact, the implied rate on
the 30-year U.S.  government bond started off 1997 at 6.64%,  moved to a high of
7.17% in April,  and experienced a steady decline  throughout the second half of
the year, ending at 5.97%. (Yields tend to decline as prices rise.)
    The investment  landscape in the U.S. has changed somewhat in 1998, yet, in
many  respects,  the economy is still  poised for growth with benign  inflation.
Unemployment  remains at historically  low levels and real wages are starting to
increase. Intense price competition is keeping consumer prices in check; in many
cases,  prices  are  declining  due to the  flood  of  cheap  goods  from  Asian
countries.  But for many companies, the easy gains in earnings produced over the
last few years may be  difficult  to  duplicate.  Thus,  this may be a year with
increased  volatility in the equity markets -- leading to a more selective stock
market. For the fixed-income  market, the fundamentals driving the rally in bond
prices remain intact, with additional help from the Asian crisis.



<PAGE>



INVESCO Small Company
Value Fund
    As the line  graph on page 2  illustrates,  for the  period  from  inception
through  1/31/98,  the value of a $10,000  investment  in INVESCO  Small Company
Value Fund, plus reinvested dividends and capital gain distributions, would have
risen to $17,551.  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.)(2)
    For the six-month period ended 1/31/98, INVESCO Small Company Value Fund had
a  total   return  of  1.18%,   compared   to  a  total   return  of  4.42%  for
smaller-capitalization stocks, as measured by the Russell 2000.(1)(2)
    The fund continues to use a value-oriented, quantitative investment style to
select equities. This approach skews the fund's investments into stocks with low
price-to-book  values,  strong balance sheets, and a high degree of ownership by
management.  We seek to keep the fund  industry- and sector-neutral,  focusing
instead on individual securities.

                         Small Company Value Fund
                        Average Annual Total Return
                             as of 1/31/98 (2)

                       ------------------------------
                       1 Year                  19.84%
                       ------------------------------
                       Since inception (12/93) 14.46%
                       ------------------------------

    During the last six months, small-cap stocks lagged the returns produced by
large-caps. The fund underperformed the index on a six-month basis primarily due
to the significant  outperformance  of high-growth  stocks in the late summer of
1997. However, our disciplined investment approach did help mitigate much of the
market volatility in the fall of 1997.
    Over the last six months,  some of the strongest  performing  stocks for the
fund were in the utilities and financial  services  sectors,  which have limited
exposure to Asian  economies and were  reasonably  priced.  In comparison,  many
high-growth,  aggressively  priced  technology  stocks  suffered  severe loss of
capital as much of their future growth was dependent on strong Asian  economies.
The fund continues to avoid these types of securities.

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 (12/93) 
      through 1/31/98.


<PAGE>



     


Looking Forward
    We believe that many of the best investment opportunities in the U.S. may be
available in small-cap stocks.  After three years in which large-cap stocks have
significantly  outperformed,  we may be entering a prolonged  period of relative
outperformance  for small-cap stocks.  This may be especially true over the next
year,  as many  large-cap  stocks will be  influenced  by the  slowdown in Asian
economies -- whereas  small-cap  stocks depend  primarily on the strength of the
U.S. economy. For the patient, long-term investor,  small-cap stocks could offer
dynamic  possibilities.  However,  this fund is not suitable for market  timing,
historically an inefficient investment strategy.

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.  The S&P 500 index
represents the broad equity market,  while the Dow Jones  Industrial  Average is
indicative of large-capitalization stocks.

(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 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
         Bond Funds
         33       Short-Term Bond
         47       Intermediate Government Bond
         32       U.S. Government Securities
         30       Select Income
         31       High Yield
         All-Weather Funds
         15       Industrial Income
         70       Multi-Asset Allocation
         48       Total Return
         71       Balanced
         Equity Funds
         10       Growth
         20       Dynamics
         60       Small Company Growth
         46       Value Equity
         74       Small Company Value
         23       S&P 500 Index Fund
         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
         43       Emerging Markets
         41       Asian Growth
         54       Pacific Basin
         56       European
         37       European Small Company
         34       Latin American Growth


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
January 31, 1998


Description                                                              Value
- --------------------------------------------------------------------------------
Dexter Corp                                                            $857,063
Airborne Freight                                                        832,162
Comverse Technology                                                     815,237
Orion Capital                                                           802,125
Trigon Healthcare                                                       781,075
Magna Group                                                             779,581
Arterial Vascular Engineering                                           757,050
True North Communications                                               746,856
Pulte Corp                                                              741,675
Liberty Property Trust SBI                                              735,088

Composition of holdings is subject to change.





<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Value Fund
Statement of Investment Securities
January 31, 1998
UNAUDITED
<TABLE>
<CAPTION>

                                                            Shares or
                                                            Principal
Description                                                    Amount                   Value
- ---------------------------------------------------------------------------------------------
<S>                                                          <C>                <C>   
COMMON STOCKS 89.15%
AEROSPACE & DEFENSE 0.85%
Esterline Technologies*                                         4,800            $    164,700
GenCorp Inc                                                    15,500                 383,625
                                                                                 ------------
                                                                                      548,325
                                                                                 ------------
AIR FREIGHT 2.44%
Airborne Freight                                               11,700                 832,162
Expeditors International of Washington                         13,200                 410,850
Yellow Corp*                                                   12,700                 331,788
                                                                                 ------------
                                                                                    1,574,800
                                                                                 ------------
AIRLINES 0.41%
America West Holdings Class B*                                 12,200                 266,113
                                                                                 ------------
AUTO PARTS 2.06%
Arvin Industries                                               15,100                 520,950
Borg-Warner Automotive                                          5,000                 267,813
Detroit Diesel*                                                15,000                 288,750
MascoTech Inc                                                  13,200                 249,975
                                                                                 ------------
                                                                                    1,327,488
                                                                                 ------------
AUTOMOBILES 0.38%
Smith (A O) Corp                                                5,800                 243,600
                                                                                 ------------
BANKS 5.50%
ALBANK Financial                                                9,800                 444,675
Associated Banc-Corp*                                           7,497                 387,033
Cullen Frost Bankers                                            8,700                 477,412
Imperial Bancorp*                                              15,900                 732,394
Independent Bank & Trust                                        9,600                 156,000
Magna Group                                                    17,300                 779,581
TR Financial                                                   10,600                 315,350


<PAGE>



US Trust                                                        4,300            $    255,313
                                                                                 ------------
                                                                                    3,547,758
                                                                                 ------------
BEVERAGES 1.52%
Canandaigua Brands Class A*                                    11,600                 619,150
Coors (Adolph) Co Class B                                      11,400                 361,950
                                                                                 ------------
                                                                                      981,100
                                                                                 ------------
BIOTECHNOLOGY 0.43%
INCYTE Pharmaceuticals*                                         6,400                 277,600
                                                                                 ------------
BUILDING MATERIALS 2.85%
Centex Construction Products                                   10,700                 329,025
Lone Star Industries                                           12,300                 684,187
Southdown Inc                                                   3,900                 245,944
TJ International                                               23,500                 578,688
                                                                                 ------------
                                                                                    1,837,844
                                                                                 ------------
CHEMICALS 1.78%
Dexter Corp                                                    21,000                 857,063
Terra Industries                                               24,300                 291,600
                                                                                 ------------
                                                                                    1,148,663
                                                                                 ------------
COMMUNICATIONS -- EQUIPMENT &
   MANUFACTURING 1.57%
Comverse Technology*                                           24,200                 815,237
Tekelec*                                                        6,100                 197,869
                                                                                 ------------
                                                                                    1,013,106
                                                                                 ------------
COMPUTER RELATED 4.47%
Aspen Technology*                                              12,600                 451,237
BancTec Inc*                                                   11,050                 282,466
Boole & Babbage*                                               13,300                 427,262
Computer Horizons*                                              4,800                 200,850
Harbinger Corp*                                                 6,900                 170,775
Hyperion Software*                                             10,300                 415,862
SMART Modular Technologies*                                     9,200                 263,638
Stratus Computer*                                               4,000                 168,750
Symantec Corp*                                                  8,200                 193,725
Systems & Computer Technology*                                  7,400                 308,950

                                                                                 ------------
<PAGE>



                                                                                 
                                                                                 $  2,883,515
                                                                                 ------------
CONSUMER FINANCE 0.28%
FIRSTPLUS Financial Group*                                      5,900                 179,213
                                                                                 ------------
CONTAINERS 0.69%
AptarGroup Inc*                                                 8,700                 443,700
                                                                                 ------------
DISTRIBUTION 0.24%
Russ Berrie & Co                                                5,900                 151,556
                                                                                 ------------
ELECTRIC UTILITIES 4.05%
Black Hills                                                     6,600                 216,975
Central Maine Power                                            17,700                 293,156
CILCORP Inc                                                     6,000                 268,500
Commonwealth Energy Systems SBI                                14,000                 481,250
Hawaiian Electric Industries                                      600                  23,437
IES Industries                                                 13,400                 491,612
Minnesota Power & Light*                                        8,800                 347,600
SIGCORP Inc*                                                   17,000                 485,563
                                                                                 ------------
                                                                                    2,608,093
                                                                                 ------------
ELECTRICAL EQUIPMENT 1.10%
Electro Scientific Industries*                                  4,000                 124,000
Moog Inc Class A*                                               7,800                 268,125
Technitrol Inc                                                  9,800                 315,438
                                                                                 ------------
                                                                                      707,563
                                                                                 ------------
ELECTRONICS 0.32%
Brown & Sharpe Manufacturing Class A*                          19,700                 203,156
                                                                                 ------------
ELECTRONICS -- SEMICONDUCTOR 2.62%
DSP Group*                                                     13,600                 304,300
Dallas Semiconductor*                                           7,300                 344,925
Etec Systems*                                                  11,400                 473,100
PMC-Sierra Inc*                                                 7,000                 238,000
Plexus Corp*                                                   21,300                 330,150
                                                                                 ------------
                                                                                    1,690,475
                                                                                 ------------
ENGINEERING & CONSTRUCTION 0.45%
Stone & Webster                                                 7,500                 290,625
                                                                                 ------------

<PAGE>



                                                                                
EQUIPMENT -- SEMICONDUCTOR 0.48%
Kulicke & Soffa Industries*                                    15,200            $    307,800
                                                                                 ------------
FOODS 0.44%
Smithfield Foods*                                               8,500                 283,688
                                                                                 ------------
GAMING 0.59%
Anchor Gaming*                                                  6,600                 379,500
                                                                                 ------------
HEALTH CARE DRUGS -- PHARMACEUTICALS 2.67%
Agouron Pharmaceuticals*                                       10,700                 371,825
ALPHARMA Inc Class A                                            5,500                 113,094
Bindley Western Industries                                     15,200                 424,650
ICN Pharmaceuticals                                             4,500                 231,187
Perrigo Co*                                                    49,900                 580,087
                                                                                 ------------
                                                                                    1,720,843
                                                                                 ------------
HEALTH CARE RELATED 6.64%
ATL Ultrasound*                                                 6,900                 286,350
Acuson Corp*                                                   15,800                 266,625
Arterial Vascular Engineering*                                 10,300                 757,050
Datascope Corp*                                                 9,400                 215,025
Integrated Health Services                                     12,600                 360,675
OEC Medical Systems*                                            9,400                 207,975
Osteotech Inc*                                                  7,000                 183,750
PAREXEL International*                                          9,000                 310,500
Theragenics Corp*                                               7,500                 362,813
Trigon Healthcare*                                             31,400                 781,075
Universal Health Services Class B*                              8,400                 391,650
West Co                                                         5,200                 158,925
                                                                                 ------------
                                                                                    4,282,413
                                                                                 ------------
HOMEBUILDING 2.23%
Lennar Corp*                                                   13,500                 331,594
Nortek Inc*                                                     7,100                 184,156
Pulte Corp                                                     17,400                 741,675
US Home*                                                        4,700                 178,306
                                                                                 ------------
                                                                                    1,435,731
                                                                                 ------------
HOUSEHOLD FURNITURE & APPLIANCES 0.51%
Furniture Brands International*                                12,800                 330,400
                                                                                 ------------

<PAGE>



                                                                                 
INSURANCE 5.57%
ALLIED Group                                                   18,150            $    499,125
Delphi Financial Group Class A*                                11,564                 511,707
Executive Risk                                                  3,300                 235,125
FBL Financial Group Class A*                                    6,100                 239,806
Frontier Insurance Group                                        9,700                 231,588
Horace Mann Educators                                          12,000                 385,500
NAC Re                                                          9,400                 470,000
Orion Capital                                                  18,000                 802,125
Vesta Insurance Group                                           3,800                 214,700
                                                                                 ------------
                                                                                    3,589,676
                                                                                 ------------
INVESTMENT BANK/BROKER FIRM 0.78%
Advest Group                                                    9,400                 215,025
Raymond James Financial                                         8,300                 287,387
                                                                                 ------------
                                                                                      502,412
                                                                                 ------------
IRON & STEEL 0.59%
AK Steel Holding                                               14,000                 250,250
Commercial Metals                                               4,400                 133,100
                                                                                 ------------
                                                                                      383,350
                                                                                 ------------
LEISURE TIME 0.59%
Carmike Cinemas Class A*                                       12,700                 381,794
                                                                                 ------------
LODGING -- HOTELS 0.67%
Bristol Hotel*                                                  8,550                 214,819
Prime Hospitality*                                             11,600                 218,950
                                                                                 ------------
                                                                                      433,769
                                                                                 ------------
MACHINERY 2.39%
Aeroquip-Vickers Inc*                                           4,200                 210,000
Applied Power Class A*                                          4,700                 327,825
Asyst Technologies*                                             8,700                 199,013
Cincinnati Milacron                                             7,200                 183,600
IDEX Corp                                                      11,200                 375,200
Manitowoc Co                                                    7,200                 244,800
                                                                                 ------------
                                                                                    1,540,438
                                                                                 ------------


<PAGE>



MANUFACTURING 0.61%
Robbins & Myers                                                 5,900            $    184,375
Tredegar Industries                                             3,200                 205,800
                                                                                 ------------
                                                                                      390,175
                                                                                 ------------
NATURAL GAS 0.83%
ONEOK Inc                                                      15,600                 533,325
                                                                                 ------------
OIL & GAS RELATED 4.16%
Cabot Oil & Gas Class A                                        14,200                 281,337
Cliffs Drilling*                                                7,600                 321,100
Energen Corp                                                    5,000                 195,000
HS Resources*                                                  13,700                 192,656
Marine Drilling*                                               13,400                 241,200
Newpark Resources*                                             25,800                 419,250
St Mary Land & Exploration                                      5,000                 168,750
Trico Marine Services*                                         14,300                 237,737
Veritas DGC*                                                   10,800                 398,925
Vintage Petroleum                                              12,800                 225,600
                                                                                 ------------
                                                                                    2,681,555
                                                                                 ------------
PAPER & FOREST PRODUCTS 1.14%
Kimberly-Clark Corp                                            10,962                 572,079
Pope & Talbot                                                  11,300                 163,850
                                                                                 ------------
                                                                                      735,929
                                                                                 ------------
PUBLISHING 0.85%
Consolidated Graphics*                                          5,700                 232,631
Pulitzer Publishing                                             5,266                 312,669
                                                                                 ------------
                                                                                      545,300
                                                                                 ------------
REAL ESTATE INVESTMENT TRUST 6.69%
American General Hospitality                                    8,500                 234,281
CBL & Associates Properties                                    26,700                 659,156
Essex Property Trust                                            7,000                 241,062
FelCor Suite Hotels                                             7,200                 268,650
Gables Residential Trust SBI                                   13,200                 360,525
Highwoods Properties*                                           7,000                 253,312
Liberty Property Trust SBI                                     27,100                 735,088
MGI Properties                                                 11,800                 295,000
Merry Land & Investment                                        15,200                 350,550


<PAGE>



Patriot American Hospitality                                   22,499                 576,537
Shurgard Storage Centers Class A                               11,800                 337,038
                                                                                 ------------
                                                                                    4,311,199
                                                                                 ------------
RESTAURANTS 1.91%
Brinker International*                                         15,400                 257,950
CKE Restaurants                                                12,760                 563,832
ShowBiz Pizza Time*                                            16,700                 411,238
                                                                                 ------------
                                                                                    1,233,020
                                                                                 ------------
RETAIL 3.08%
Cash America International                                     20,100                 238,687
Footstar Inc*                                                  11,000                 294,250
Pacific Sunwear of California*                                  3,900                 112,125
Pier 1 Imports                                                 21,450                 501,394
Proffitts Inc*                                                 19,800                 581,625
Shopko Stores*                                                 10,200                 260,100
                                                                                 ------------
                                                                                    1,988,181
                                                                                 ------------
SAVINGS & LOAN 3.47%
Astoria Financial*                                              9,300                 477,788
Commercial Federal                                             10,650                 346,125
FirstFed Financial*                                             5,000                 175,625
ONBANCorp Inc                                                   3,500                 244,125
Peoples Heritage Financial Group                                9,400                 404,200
Sovereign Bancorp                                              22,800                 424,650
St Paul Bancorp                                                 6,700                 162,475
                                                                                 ------------
                                                                                    2,234,988
                                                                                 ------------
SERVICES 3.47%
Billing Information Concepts*                                   6,200                 272,800
Caribiner International*                                        4,200                 132,300
DeVRY Inc*                                                     10,200                 308,550
G&K Services Class A                                           13,600                 574,600
Norrell Corp                                                   10,200                 202,725
True North Communications                                      30,100                 746,856
                                                                                 ------------
                                                                                    2,237,831
                                                                                 ------------



<PAGE>

TELECOMMUNICATIONS -- CELLULAR &
   WIRELESS 0.68%
Brightpoint Inc*                                               16,200            $    272,362
CommNet Cellular*                                               4,600                 165,313
                                                                                 ------------
                                                                                      437,675
                                                                                 ------------
TELECOMMUNICATIONS -- LONG DISTANCE 0.61%
Premiere Technologies*                                         15,800                 395,000
                                                                                 ------------
TEXTILE -- APPAREL MANUFACTURING 1.42%
Burlington Industries*                                         22,000                 313,500
Kellwood Co                                                    14,900                 452,588
Oxford Industries*                                              4,900                 147,000
                                                                                 ------------
                                                                                      913,088
                                                                                 ------------
TEXTILE -- HOME FURNISHINGS 0.91%
Springs Industries Class A                                     11,200                 589,400
                                                                                 ------------
TOBACCO 0.88%
DiMon Inc                                                      19,000                 390,687
Standard Commercial*                                           10,900                 178,488
                                                                                 ------------
                                                                                      569,175
                                                                                 ------------
UTILITIES WATER 0.28%
E'town Corp                                                     5,000                 180,625
                                                                                 ------------
TOTAL COMMON STOCKS
   (Cost $54,931,373)                                                              57,472,573
                                                                                 ------------
SHORT-TERM INVESTMENTS --
   REPURCHASE AGREEMENTS 10.85%
Repurchase  Agreement  with
 State  Street  Bank & Trust Co
 dated  1/30/1998 due 2/2/1998
 at 5.530%,  repurchased at
 $6,996,223  (Collaterized by
 US Treasury Bonds due 11/15/2015
 at 9.875%, value $7,144,566)
 (Cost $6,993,000)                                        $ 6,993,000               6,993,000
                                                                                 ------------
TOTAL INVESTMENT
 SECURITIES AT VALUE 100.00%
 (Cost $61,924,373)
 (Cost for Income
   Tax Purposes
   $61,933,195)                                                                  $ 64,465,573
                                                                                 ============

* Security is non-income producing.

See Notes to Financial Statements

</TABLE>

<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Value Fund
Statement of Assets and Liabilities
January 31, 1998
UNAUDITED

ASSETS
Investment Securities at Value
   (Cost $61,924,373)~                                          $    64,465,573
Receivables:
   Investment Securities Sold                                           386,000
   Fund Shares Sold                                                     166,420
   Dividends and Interest                                                26,361
Prepaid Expenses                                                         93,897
                                                                ---------------
TOTAL ASSETS                                                         65,138,251
                                                                ---------------
LIABILITIES
Payables:
   Custodian                                                              7,008
   Fund Shares Repurchased                                            1,392,539
Accrued Expenses and Other Payables                                      19,247
                                                                ---------------
TOTAL LIABILITIES                                                     1,418,794
                                                                ---------------
Net Assets at Value                                             $    63,719,457
                                                                ===============
NET ASSETS
Paid-in Capital*                                                $    60,862,524
Accumulated Undistributed Net
   Investment Income                                                     90,089
Accumulated Undistributed Net Realized Gain
   on Investment Securities and Foreign Currency
   Transactions                                                         225,644
Net Appreciation of Investment Securities and
   Foreign Currency Transactions                                      2,541,200
                                                                ---------------
Net Assets at Value                                             $    63,719,457
                                                                ===============
Net Asset Value, Offering and Redemption
   Price per Share                                                       $11.44
                                                                       ========

~  Investment  securities  at cost and value at January 31, 1998  include a
   repurchase agreement of $6,993,000.

* The Fund has 100 million  authorized shares of common stock, par value of
  $0.01 per share, of which 5,569,839 were outstanding at January 31, 1998.

See Notes to Financial Statements



<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Value Fund
Statement of Operations
Six Months Ended January 31, 1998
UNAUDITED

INVESTMENT INCOME
INCOME
Dividends                                                       $       363,228
Interest                                                                135,425
                                                                ---------------
   TOTAL INCOME                                                         498,653
                                                                ---------------
EXPENSES
Investment Advisory Fees                                                245,467
Transfer Agent Fees                                                      98,079
Administrative Fees                                                       9,910
Custodian Fees and Expenses                                              19,364
Directors' Fees and Expenses                                              6,704
Professional Fees and Expenses                                           12,255
Registration Fees and Expenses                                           42,441
Reports to Shareholders                                                   6,629
Other Expenses                                                            2,662
                                                                ---------------
   TOTAL EXPENSES                                                       443,511
   Fees and Expenses Absorbed
   by Investment Adviser                                               (36,345)
                                                                ---------------
   NET EXPENSES                                                         407,166
                                                                ---------------
NET INVESTMENT INCOME                                                    91,487
                                                                ---------------
REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENT SECURITIES
Net Realized Gain on Investment Securities and
   Foreign Currency Transactions                                      5,322,066
                                                                ---------------
Change in Net Appreciation of Investment
   Securities and Foreign Currency Transactions                     (4,307,378)
                                                                ---------------
NET GAIN ON INVESTMENT SECURITIES                                     1,014,688
                                                                ---------------
Net Increase in Net Assets from Operations                      $     1,106,175
                                                                ===============

See Notes to Financial Statements


<PAGE>







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

<TABLE>
<CAPTION>

                                                                 Six Months              Year
                                                                      Ended             Ended
                                                                 January 31           July 31
                                                               ------------      ------------
                                                                       1998              1997
                                                                  UNAUDITED
<S>                                                           <C>               <C>   
OPERATIONS
Net Investment Income                                          $     91,487      $    375,616
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions                                  5,322,066         9,253,370
Change in Net Appreciation of
   Investment Securities and
   Foreign Currency Transactions                                (4,307,378)         6,341,586
                                                               ------------      ------------
NET INCREASE IN NET
   ASSETS FROM OPERATIONS                                         1,106,175        15,970,572
                                                               ------------      ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income                                              (11,915)         (380,682)
Net Realized Gain on
   Investment Securities and
   Foreign Currency Transactions                               (14,103,068)       (6,451,835)
                                                               ------------      ------------
TOTAL DISTRIBUTIONS                                            (14,114,983)       (6,832,517)
                                                               ------------      ------------
FUND SHARE TRANSACTIONS
Proceeds from Sales of Shares                                   161,012,289       259,425,974
Reinvestment of Distributions                                    12,733,994         6,781,554
                                                               ------------      ------------
                                                                173,746,283       266,207,528
Amounts Paid for Repurchases
   of Shares                                                  (155,566,971)     (263,489,815)
                                                               ------------      ------------
NET INCREASE IN NET
   ASSETS FROM FUND
   SHARE TRANSACTIONS                                            18,179,312         2,717,713
                                                               ------------      ------------
Total Increase in Net Assets                                      5,170,504        11,855,768
NET ASSETS


<PAGE>



Beginning of Period                                              58,548,953        46,693,185
                                                               ------------      ------------
End of Period (Including
   Accumulated Undistributed Net
   Investment Income of $79,284
   and $10,517, respectively)                                  $ 63,719,457      $ 58,548,953
                                                               ============      ============

FUND SHARE TRANSACTIONS
Shares Sold                                                      11,119,333        19,903,341
Shares Issued from Reinvestment
   of Distributions                                               1,127,900           551,365
                                                               ------------      ------------
                                                                 12,247,233        20,454,706
Shares Repurchased                                               10,595,773      (20,367,666)
                                                               ------------      ------------
Net Increase in Fund Shares                                       1,651,460            87,040
                                                               ============      ============

See Notes to Financial Statements

</TABLE>

<PAGE>



INVESCO Diversified Funds, Inc. -- Small Company Value Fund
Notes to Financial Statements
UNAUDITED
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. 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  liabilities  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  are  acquired.  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
     agreements including accrued interest.  In the event of default on the


<PAGE>



     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.
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 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 investment  securities  includes  fluctuations
     from currency exchange rates and fluctuations in market value.
          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.
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.
          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.
          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 foreign currency
     transactions, nontaxable dividends, net operating losses and expired
     capital loss carryforwards.


<PAGE>



    
F.   FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund enters into short-term
     forward foreign currency  contracts in connection with planned purchases or
     sales of  securities as a hedge against  fluctuations  in foreign  exchange
     rates  pending the  settlement of  transactions  in foreign  securities.  A
     forward  foreign  currency  contract is an  agreement  between  contracting
     parties to  exchange an amount of currency at some future time at an agreed
     upon rate.  These  contracts  are  marked-to-market  daily and the  related
     appreciation or depreciation of the contracts is presented in the Statement
     of Assets and Liablities.
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 six months
ended January 31, 1998,  the aggregate cost of purchases and proceeds from sales
of  investment   securities   (excluding  all  U.S.  Government  securities  and
short-term securities) were $52,280,109 and $46,528,312, respectively.
    There were no purchases or sales of U.S. Government securities.
NOTE 4 --  APPRECIATION  AND  DEPRECIATION.  At January 31, 1998, the gross
appreciation  of  securities in which there was an excess of value over tax cost
amounted to $6,225,495 and the gross  depreciation  of securities in which there
was an excess of tax cost over value  amounted to  $3,693,117,  resulting in net
appreciation of $2,532,378.
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 are based on an annual rate equal to 40% of the retainer fee at the time of
retirement.


<PAGE>



    Pension  expenses  for the six months ended  January 31,  1998,  included in
Directors' Fees and Expenses in the Statement of Operations were $656.  Unfunded
accrued pension costs of $1,607 and pension  liability of $3,615 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.  At January 31,
1998, there were no such borrowings.




<PAGE>



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


                                                     Six Months                                                      Period
                                                       Ended                                                          Ended
                                                    January 31                   Year Ended July 31                 July 31
                                                 --------------        -------------------------------------       --------
                                                       1998               1997           1996           1995          1994^
                                                 UNAUDITED
<S>                                             <C>                   <C>          <C>             <C>            <C>   
PER SHARE DATA
Net Asset Value --
   Beginning of Period                           $        14.94        $ 12.19      $   11.77       $   9.76       $  10.00
                                                 --------------        -------------------------------------       --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                      0.02           0.09           0.08           0.05           0.06
Net Gains or (Losses) on Securities
   (Both Realized and Unrealized)                          0.11           4.10           0.68           2.05         (0.28)
                                                 --------------        -------------------------------------       --------
Total from Investment Operations                           0.13           4.19           0.76           2.10         (0.22)
                                                 --------------        -------------------------------------       --------
LESS DISTRIBUTIONS
Dividends from Net Investment
   Income+                                                 0.00           0.09           0.08           0.09           0.02
Distributions from Capital Gains                           3.63           1.35           0.26           0.00           0.00
                                                 --------------        -------------------------------------       --------
Total Distributions                                        3.63           1.44           0.34           0.09           0.02
                                                 --------------        -------------------------------------       --------
Net Asset Value-- End of Period                  $        11.44        $ 14.94      $   12.19      $   11.77       $   9.76
                                                 ==============        =====================================       ========

TOTAL RETURN                                             1.18%*         36.97%          6.47%         21.64%       (2.21%)*



<PAGE>



RATIOS
Net Assets -- End of Period
   ($000 Omitted)                                       $63,719        $58,549        $46,693        $40,071        $13,474
Ratio of Expenses to Average
   Net Assets#                                           0.63%*         1.25%@         1.09%@          1.00%         1.00%~
Ratio of Net Investment Income to
   Average Net Assets#                                   0.14%*          0.75%          0.61%          0.84%         1.20%~
Portfolio Turnover Rate                                    79%*           147%           156%            73%           55%*
Average Commission Rate Paid^^                         $0.0600*        $0.0582             --             --             --

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

+ Distributions  from net investment  income for 1998 aggregated less than $0.01
  on a per share basis.

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

# Various expenses of the Fund were voluntarily  absorbed by IFG and IMR for the
  six months ended January 31, 1998, the years ended July 31, 1997, 1996 and 
  1995 and the period ended July 31, 1994.  If such  expenses had not been 
  voluntarily absorbed,  ratio of expenses  to average  net assets  would have
  been 0.68% (not annualized), 1.35%, 1.09%, 1.32% and 1.64% (annualized), 
  respectively, and ratio of net  investment  income to  average  net  assets
  would  have been 0.09% (not annualized), 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.

</TABLE>

<PAGE>


INVESCO FUNDS

INVESCO Distributors, Inc.,(SM)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, 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 a current prospectus.








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