U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
INVESCO Diversified Funds, Inc.
7800 East Union Avenue
Denver, Colorado 80237
2. The name of each series or class of securities for which this Form is filed
(if the form is being filed for all series and classes of securities of the
issuer, check the box but do not list series or classes):
X
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3. Investment Company Act File Number: 811-7984
Securities Act File Number: 033-68040
4(a) Last day of fiscal year for which this Form is filed: June 4, 1999
4(b) ____ Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2)
4(c) _X__ Check box if this is the last time the issuer will be filing this
Form.
5. Calculation of registration fee:
(i) Aggregate sales price of securities
sold during the fiscal year
pursuant to section 24(f) $ 80,330,994
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(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $ 128,968,085*
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(iii) Aggregate price of securities
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 1, 1995 that were
not previously used to reduce
registration fees payable to the
Commission $ 0
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(iv) Total available redemption credits
[add items 5(ii) and 5(iii)] $ 128,968,085*
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(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item
5(iv) from item 5(i)] $ 0
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(vi) Redemption credits available for
use in future years - if item 5(i)
is less than item 5(iv) [subtract
item 5(iv) from item 5(i)] $ 11,440,529**
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(vii) Multiplier for determining
registration fee (See
Instruction C.9) x0.000278
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(viii)Registration fee due [multiply
item 5(v) by item 5(vii)] (enter
"0" if no fee is due): =$0.00
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6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:
_______________. If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number here:
_______________.
7. Interest due - if this Form is being
filed more than 90 days after the end
of the Issuer's fiscal year (see
instruction D): +$0.00
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8. Total of the amount of the registration
fee due plus any interest due
[line 5(viii) plus line 7]: =$0.00
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9. Date of the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
___ Wire Transfer
___ Mail or other means
*Includes redemptions of $37,196,562 issued in the exchange-out merger of
INVESCO Small Company Value Fund into INVESCO Small Company Growth Fund.
**Net redemptions of $48,637,091 less $37,196,562 redeemed in merger.
<PAGE>
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the date indicated.
INVESCO Diversified Funds, Inc.
-- Small Company Value Fund
By: /s/ Mark H. Williamson
----------------------
Mark H. Williamson
President
Date: September 2, 1999
