INVESCO DIVERSIFIED FUNDS INC
497, 1999-06-09
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                         INVESCO DIVERSIFIED FUNDS, INC.
                        INVESCO Small Company Value Fund

                      Supplement to Prospectus Dated December 1, 1998

Effective May 13, 1999, the section of the Fund's Prospectus  entitled "The Fund
And Its  Management"  is amended to (1) delete the second  sentence of the sixth
paragraph and (2) substitute the following in its place:

      Effective May 13, 1999,  the  management  fee is  calculated  daily at the
      following contractual annual rates: 0.75% on the first $500 million of the
      Fund's  average net assets;  0.65% on the next $500  million of the Fund's
      average  net  assets;  0.55% on the  Fund's  average  net  assets  from $1
      billion;  0.45% on the Fund's average net assets from $2 billion; 0.40% on
      the  Fund's  average  net  assets  from $4  billion;  0.375% on the Fund's
      average net assets from $6  billion;  and 0.35% on the Fund's  average net
      assets  from $8  billion.  Prior to May 13,  1999,  the  advisory  fee was
      calculated  daily at the annual  rate of 0.75% of the Fund's  average  net
      assets.

The  section of the Fund's  Prospectus  entitled  "Fund  Services -  Shareholder
Accounts" is amended to (1) delete the second and third  sentence of the section
and (2) substitute the following in its place:

      INVESCO  no  longer  issues  certificates.   If  you  are  selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

The chart in the Fund's  Prospectus  entitled "How To Sell Shares" is amended to
(1) delete the "Please  Remember"  paragraph of the "In Writing" section and (2)
substitute the following in its place:

      INVESCO no longer issues paper  certificates for shares. If the shares you
      are selling shares  represented by stock  certificates,  the  certificates
      must be sent to INVESCO before we can process your redemption.

Effective  June 4, 1999,  the Small Company Value Fund,  pursuant to approval of
the  shareholders of the Fund of a Plan of  Reorganization  and Termination at a
special  meeting held May 20, 1999,  will be merged into INVESCO  Small  Company
Growth Fund, a series of INVESCO Emerging Opportunity Funds, Inc.

The date of this Supplement is June 1, 1999.

<PAGE>
                         INVESCO DIVERSIFIED FUNDS, INC.
                           INVESCO Small Company Fund

               Supplement to Statement of Additional Information
                            Dated December 1, 1998

Effective  May 13, 1999,  the section of the  Company's  Statement of Additional
Information  ("SAI") entitled "The Fund and Its Management - Investment Advisory
Agreement" is amended to (1) delete the second  sentence of the third  paragraph
and (2) substitute the following paragraph in its place:

      Effective May 13, 1999, the fee is contractual and is calculated  daily at
      the following annual rates:  0.75% on the first $500 million of the Fund's
      average net assets;  0.65% on the next $500 million of the Fund's  average
      net assets; 0.55% on the Fund's average net assets from $1 billion;  0.45%
      on the Fund's  average  net assets  from $2  billion;  0.40% of the Fund's
      average  net assets  from $4  billion;  0.375% of the Fund's  average  net
      assets from $6 billion; and 0.35% of the Fund's average net assets from $8
      billion.  Prior to May 13, 1999, the advisory fee was calculated  daily at
      the annual rate of 0.75% of the Fund's average net assets.

Effective May 13, 1999,  the section of the Company's SAI entitled "The Fund and
Its Management - Sub-Advisory  Agreement" is amended to add the following  after
the first sentence:

      Effective  May 13, 1999,  the  following  contractual  breakpoints  are in
      effect:  0.30% on the first $500 million of the Fund's average net assets;
      0.26% on the next $500 million of the Fund's average net assets;  0.22% on
      the Fund's average net assets from $1 billion; 0.18% on the Fund's average
      net assets from $2 billion; 0.16% on the Fund's average net assets from $4
      billion; 0.15% on the Fund's average net assets from $6 billion; and 0.14%
      on the Fund's average net assets from $8 billion.

Effective  May 13, 1999,  the section of the  Company's  Statement of Additional
Information  entitled  "The Fund and Its  Management -  Administrative  Services
Agreement"  is amended to (1) delete the first  sentence of the third  paragraph
and (2) substitute the following in its place:

      As full  compensation  for  services  provided  under  the  Administrative
      Services Agreement, the Fund pays a monthly fee to INVESCO consisting of a
      base fee of $10,000 per year, plus an additional  incremental fee computed
      daily and paid monthly at an annual rate of 0.015% per year of the average
      net  assets of the Fund  prior to May 13,  1999 and 0.045% per year of the
      average net assets of the Fund effective May 13, 1999.

Effective June 4, 1999,  INVESCO Small Company Value Fund,  pursuant to approval
of the shareholders of the Fund of a Plan of Reorganization and Termination at a
special  meeting held May 28, 1999,  will be merged into INVESCO  Small  Company
Growth Fund, a series of INVESCO Emerging Opportunity Funds, Inc.

The date of this Supplement is June 1, 1999.






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