INVESCO VARIABLE INVESTMENT FUNDS INC
497, 1997-05-09
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Prospectus
May 1, 1997
As Supplemented May 1, 1997

                    INVESCO VARIABLE INVESTMENT FUNDS, INC.

      INVESCO  Variable  Investment  Funds,  Inc.  (the  "Company"),  a Maryland
corporation,  is an open-end management investment company that offers shares of
common stock of nine diversified investment portfolios.  This Prospectus relates
to  shares  of  one of the  Portfolios:  the  INVESCO  VIF -  Industrial  Income
Portfolio (the "Industrial Income Fund") (the "Fund").  The Company's shares are
not offered  directly to the public,  but are sold exclusively to life insurance
companies  ("Participating Insurance Companies") as a pooled funding vehicle for
variable  annuity  and  variable  life  insurance  contracts  issued by separate
accounts of Participating Insurance Companies.

      The investment objective of the Industrial Income Fund is to seek the best
possible  current income while following  sound  investment  practices.  Capital
growth  potential is an additional  consideration  in the selection of portfolio
securities.  The Fund  normally  invests  at least  65% of its  total  assets in
dividend-paying  common  stocks.  Up to 10% of the  Fund's  total  assets may be
invested in equity securities that do not pay regular  dividends.  The remaining
assets are  invested in other  income-producing  securities,  such as  corporate
bonds. The Fund also has the flexibility to invest in other types of securities.

      This Prospectus sets forth concisely the information about the Fund that a
prospective  purchaser should know before  purchasing a variable contract from a
Participating  Insurance Company or allocating contract values to one or more of
the Funds.  Please  read this  Prospectus  and  retain it for future  reference.
Additional  information  about the Funds has been filed with the  Securities and
Exchange  Commission  and is  available  upon request by writing  INVESCO  Funds
Group, Inc., Post Office Box 173706,  Denver,  Colorado  80217-3706,  by calling
1-800-525-8085,   or  by  contacting  a  Participating   Insurance  Company  and
requesting  the  "Statement  of  Additional  Information  for  INVESCO  Variable
Investment  Funds,  Inc."  (the  "Statement  of  Additional  Information").  The
Statement  of  Additional  Information  dated May 1, 1997,  is  incorporated  by
reference into this Prospectus.





<PAGE>



THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL  INSTITUTION.  THE SHARES
OF THE  FUNDS  ARE  NOT  FEDERALLY  INSURED  BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.



                                TABLE OF CONTENTS
                                                                            Page

      SUMMARY..............................................................  2

      FINANCIAL HIGHLIGHTS.................................................  3

      INVESTMENT OBJECTIVES AND POLICIES...................................  4

      RISK FACTORS.........................................................  4

      INVESTMENT RESTRICTIONS..............................................  9

      MANAGEMENT...........................................................  9

      PURCHASES AND REDEMPTIONS............................................ 10

      TAX STATUS, DIVIDENDS AND DISTRIBUTIONS.............................. 11

      PERFORMANCE INFORMATION.............................................. 12

      ADDITIONAL INFORMATION............................................... 12

      APPENDIX............................................................. 14



<PAGE>



SUMMARY

      The Company is a registered,  open-end management  investment company that
was  organized as a Maryland  corporation  on August 19, 1993,  and is currently
comprised of nine diversified investment portfolios.  This prospectus relates to
shares of one of the Portfolios:  the INVESCO VIF - Industrial  Income Portfolio
(the  "Fund").  Additional  portfolios  may be  created  from time to time.  The
overall supervision of each Fund is the responsibility of the Company's board of
directors.

      The  Company is  intended to be a funding  vehicle  for  variable  annuity
contracts  and  variable  life  insurance  contracts  to be offered by  separate
accounts  of  certain  life  insurance   companies   ("Participating   Insurance
Companies").  Fund shares are not available for purchase  other than through the
purchase of such  contracts.  The variable  annuity and variable life  insurance
contracts are described in separate prospectuses of the Participating  Insurance
Companies  (the  "Separate  Account  Prospectuses").   The  Company  assumes  no
responsibility  for the Separate Account  Prospectuses.  A contract owner should
refer to the Separate Account Prospectuses for information on how to purchase or
surrender a contract,  make partial  withdrawals of contract  values,  or change
existing allocations among investment alternatives, including the Fund.

        The Fund seeks to attain its investment  objective by investing at least
65% of its total assets in dividend-paying  common stocks, with up to 10% of its
total assets invested in equity securities that do not pay regular dividends and
the remainder invested in other income-producing  securities,  such as corporate
bonds. A discussion of the Fund's investment  objective and policies is provided
below under the  caption  "Investment  Objectives  and  Policies."  There is, of
course, no guarantee that the Fund will achieve its investment objective.

      Various  types of risks  are  involved  with the  Fund.  The Fund may lend
portfolio  securities and may enter into  repurchase  agreements with respect to
debt instruments  eligible for investment by the Fund. The Fund may invest up to
15% of its net assets in illiquid securities. The Fund also may invest up to 25%
of its total  assets  directly  in foreign  securities,  which  present  certain
additional  risks not  associated  with  investments  in domestic  companies and
markets.  Securities of Canadian  issuers and  securities  purchased by means of
American  Depository  Receipts  ("ADRs") are not subject to this 25% limitation.
The Fund may invest up to 15% of its total assets in lower-rated debt securities
that present a greater risk of default and have prices that  fluctuate more than
those of  higher-rated  securities.  The Fund may invest in options  and futures
contracts,  each of which  presents  special  risks.  These and other  risks are
discussed below under the caption "Risk Factors."



<PAGE>




      INVESCO Funds Group, Inc.  ("INVESCO"),  the Fund's investment adviser, is
primarily  responsible  for  providing  the Company with various  administrative
services  and  supervising  the  Company's  daily  business  affairs.  Portfolio
management is provided to the Fund by its sub-adviser  (referred to collectively
with INVESCO as "Fund  Management").  INVESCO  Trust Company  ("INVESCO  Trust")
serves as sub-adviser to the Fund. The Fund pays INVESCO an advisory fee for the
management of its investments and business  affairs.  A discussion of these fees
and  additional  information  about INVESCO and INVESCO Trust are provided below
under the caption "Management."



<PAGE>



FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

      The  following  information  has been  audited  by Price  Waterhouse  LLP,
independent accountants. This information should be read in conjunction with the
audited financial  statements and the Report of Independent  Accountants thereon
appearing  in  the  Company's  1996  Annual  Report  to  Shareholders  which  is
incorporated by reference into the Statement of Additional Information. Both are
available without charge by contacting  INVESCO Funds Group, Inc. at the address
or telephone number shown on the cover page of this Prospectus, or by contacting
a Participating Insurance Company.

                                                 Industrial Income Fund
                                          -----------------------------------
                                                                         Period
                                                                          Ended
                                  Year Ended December 31            December 31
                                  ----------------------            -----------
                                      1996          1995                  1994^
PER SHARE DATA
Net Asset Value -
   Beginning of Period              $12.58        $10.09                 $10.00
                                  ----------------------            -----------
INCOME FROM INVESTMENT
   OPERATIONS
Net Investment Income                 0.28          0.19                   0.03
Net Gains on Securities
   (Both Realized and
   Unrealized)                        2.52          2.76                   0.09
                                  ----------------------            -----------
Total from Investment
   Operations                         2.80          2.95                   0.12
                                  ----------------------            -----------
LESS DISTRIBUTIONS
Dividends from Net
   Investment Income                  0.28          0.20                   0.03
In Excess of Net
   Investment Income                  0.00          0.00                   0.00
Distributions from
   Capital Gains                      0.77          0.26                   0.00
                                  ----------------------            -----------
Total Distributions                   1.05          0.46                   0.03
                                  ----------------------            -----------
Net Asset Value -
   End of Period                    $14.33        $12.58                 $10.09
                                  ======================            ===========
TOTAL RETURN>>                      22.28%        29.25%                 1.23%*




<PAGE>



RATIOS
Net Assets - End of
   Period ($000 Omitted)           $22,342        $8,362                  $525
Ratio of Expenses to Average
   Net Assets#                      0.95%@        1.03%@                0.79%~
Ratio of Net Investment Income
   to Average Net Assets#            2.87%         3.50%                1.69%~
Portfolio Turnover Rate                93%           97%                   0%*
Average Commission
   Rate Paid^^                     $0.0867             -                     -


^ From August 10, 1994, commencement of operations, to December 31, 1994.

>> Total return does not reflect  expenses  that apply to the related  insurance
policies,  and  inclusion of these charges would reduce the total return for the
periods shown.

*  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 INVESCO for the
years ended  December 31, 1996 and 1995 and the period ended  December 31, 1994.
If such expenses had not been voluntarily absorbed, ratio of expenses to average
net assets would have been 1.19%, 2.31% and 32.55%,  respectively,  and ratio of
net  investment  income to average net assets  would have been 2.63%,  2.22% and
(30.07%) for the Fund, 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
fiscal years beginning September 1, 1995 and thereafter.


<PAGE>



INVESTMENT OBJECTIVES AND POLICIES

      The investment  objective of the Fund, as described  below, is fundamental
and may be changed only by vote of a majority of the  outstanding  shares of the
Fund. There is no assurance that the Fund will achieve its investment objective.
Any  investment  policy of the Fund may be  changed  by the  Company's  board of
directors without shareholder  approval unless the policy is one required by the
Fund's  fundamental  investment  restrictions  set  forth  in the  Statement  of
Additional  Information.  When  Fund  Management  believes  market  or  economic
conditions  are  unfavorable,  the  Fund  may  assume a  defensive  position  by
temporarily  investing  up to 100% of its  total  assets in high  quality  money
market instruments,  such as short-term U.S. government obligations,  commercial
paper or repurchase  agreements,  high quality  corporate  bonds or notes, or by
holding cash.

      Because  prices  of  stocks  fluctuate  from day to day,  the  value of an
investment in the Fund will vary based upon the Fund's  investment  performance.
The Fund invests in different  companies in a variety of  industries in order to
attempt to reduce its overall exposure to investment and market risks.  There is
no assurance that the Fund will attain its objectives.

      The investment objective of the Industrial Income Fund is to seek the best
possible  current income while following  sound  investment  practices.  Capital
growth  potential is an additional  consideration  in the selection of portfolio
securities.

      The  Fund   normally   invests  at  least  65%  of  its  total  assets  in
dividend-paying  common  stocks.  Up to 10% of the  Fund's  total  assets may be
invested in equity securities that do not pay regular  dividends.  The remaining
assets are  invested in other  income-producing  securities,  such as  corporate
bonds and other straight debt securities ("debt securities").  The Fund also has
the flexibility to invest in preferred stock and convertible  bonds. There is no
maximum  limit on the amount of equity or debt  securities in which the Fund may
invest.

      The  Fund  may  invest  no  more  than  15% of its  total  assets  in debt
securities  that are rated below BBB by Standard & Poor's  Ratings  Services,  a
division of The McGraw-Hill  Companies,  Inc.  ("Standard & Poor's"),  or Baa by
Moody's Investors Service, Inc. ("Moody's"),  and in no event will the Fund ever
invest  in a debt  security  rated  below  CCC by  Standard  & Poor's  or Caa by
Moody's.  Generally,  bonds rated in one of the top four rating  categories  are
considered  "investment  grade."  However,  those in the fourth highest category
(Standard & Poor's BBB or Moody's Baa) may have speculative  characteristics and
a weaker  ability to pay  interest or repay  principal  under  adverse  economic
conditions or changing circumstances.  The risks of investing in debt securities
rated lower than BBB by Standard & Poor's or Baa by Moody's are discussed  below


<PAGE>



under  the  caption "Risk Factors."   See the Appendix to this Prospectus for a
specific description of each corporate bond rating category.

RISK FACTORS

      See the Statement of Additional Information for a discussion of additional
risk factors.

Potential  Conflicts.  The  Company  has  received  an  exemptive  order  of the
Securities  and  Exchange  Commission  that  permits  the sale of Fund shares to
variable annuity separate accounts and variable life insurance separate accounts
of affiliated and unaffiliated  Participating  Insurance Companies.  The Company
currently does not foresee any  disadvantages  to the owners of variable annuity
or variable life insurance contracts arising from the fact that the interests of
those owners may differ.  Nevertheless,  the Company's  board of directors  will
monitor events in order to identify any material irreconcilable  conflicts which
may possibly arise due to  differences of tax treatment or other  considerations
and to determine what action, if any, should be taken in response thereto.

Credit and Market Risks. All securities,  including those purchased by the Fund,
are subject to some degree of credit risk and market risk. Credit risk refers to
the ability of an issuer of a debt  security to pay its  principal and interest,
and to the earnings stability and overall financial soundness of an issuer of an
equity  security.  Market risk refers to the volatility of a security's price in
response  to changes  in  conditions  in  securities  markets  in  general  and,
particularly  in the case of debt  securities,  changes in the overall  level of
interest  rates.  An increase  in interest  rates will tend to reduce the market
values of debt  securities,  whereas a decline  in  interest  rates will tend to
increase their values.

      To limit  exposure to credit risks,  the Fund, as a matter of  fundamental
policy, will be diversified.  With respect to 75% of the Fund's total assets, no
more than 5% of the Fund's  total assets will be invested in the  securities  of
any one issuer. In addition, no more than 25% of the Fund's total assets will be
invested in any one industry.  These percentage  limitations  apply  immediately
after a purchase or initial  investment.  Any subsequent  change in a percentage
resulting  from  fluctuations  in value  will  not  require  elimination  of any
security from the Fund.

Portfolio  Lending.  The Fund may make  loans  of its  portfolio  securities  to
broker-dealers or other  institutional  investors under contracts requiring such
loans to be callable at any time and to be secured continuously by collateral in
cash,  cash  equivalents,  high  quality  short-term  government  securities  or
irrevocable  letters  of credit  maintained  on a current  basis at an amount at
least equal to the market value of the securities loaned.  This practice permits
the  Fund  to earn  income,  which,  in  turn,  can be  invested  in  additional
securities to pursue the Fund's investment objective.  The Fund will continue to



<PAGE>



collect  the  equivalent  of  the  interest or dividends  paid by the issuer on
the securities loaned and will also receive either interest (through  investment
of cash collateral) or a fee (if the collateral is government  securities).  The
Fund may pay finder's and other fees in connection with its securities loans.

      Lending  securities  involves certain risks, the most significant of which
is the risk  that a  borrower  may fail to  return a  portfolio  security.  Fund
Management monitors the  creditworthiness of borrowers in order to minimize such
risks.  The Fund will not lend any  security  if, as a result of that loan,  the
aggregate  value of  securities  then on loan would exceed  331/3% of the Fund's
total assets (taken at market value).

Repurchase  Agreements.  The Fund may  enter  into  repurchase  agreements  with
respect  to  debt  instruments  eligible  for  investment  by  the  Fund.  These
agreements  are entered  into with member banks of the Federal  Reserve  System,
registered  broker-dealers,  and registered  government securities dealers which
are deemed  creditworthy by Fund Management  (subject to review by the Company's
board of directors). A repurchase agreement is a means of investing monies for a
short period.  In a repurchase  agreement,  the Fund acquires a debt  instrument
(generally a security  issued by the U.S.  government  or an agency  thereof,  a
banker's acceptance or a certificate of deposit) subject to resale to the seller
at an agreed upon price and date  (normally the next business day). If the other
party  defaults on its  obligation  to repurchase  the security,  the Fund could
incur costs or delays in seeking to sell the security.

      To minimize risks  associated with repurchase  agreements,  the securities
underlying  each  repurchase  agreement  will be  maintained  with the Company's
custodian  in an  amount  at  least  equal to the  repurchase  price  under  the
agreement  (including  accrued  interest),  and such agreements will be effected
only with parties that meet certain  creditworthiness  standards  established by
the  Company's  board of  directors.  The Fund will not enter into a  repurchase
agreement  maturing  in more than seven days if as a result more than 15% of the
Fund's net assets  would be invested  in such  repurchase  agreements  and other
illiquid securities.

Portfolio Turnover.  There are no fixed limitations regarding portfolio turnover
for the  Fund.  Although  the  Fund  does  not  trade  for  short-term  profits,
securities  may be sold  without  regard  to the time they have been held in the
Fund when, in the opinion of Fund Management, market considerations warrant such
action.  Therefore,  the portfolio  turnover rate of the Fund may be higher than
those of other  investment  companies  with  comparable  investment  objectives.
Increased  portfolio  turnover  would cause the Fund to incur greater  brokerage
costs than would otherwise be the case. The actual  portfolio  turnover rate for
the Fund is set forth under  "Financial  Highlights."  The  Company's  brokerage
allocation policies,  including the consideration of sales of Participating Life



<PAGE>



Insurance  Companies'  variable  annuity  and variable life insurance contracts
when  selecting  among  qualified  brokers  offering  comparable  best price and
execution on Fund  transactions,  are  discussed in the  Statement of Additional
Information.

Illiquid  and  Rule  144A  Securities.  The  Fund is  authorized  to  invest  in
securities  that are illiquid  because they are subject to restrictions on their
resale  ("restricted  securities")  or because,  based upon their  nature or the
market for such securities,  they are not readily marketable.  However, the Fund
will not  purchase  any such  security if the  purchase  would cause the Fund to
invest  more  than 15% of its net  assets  in  illiquid  securities.  Repurchase
agreements  maturing  in more than seven days will be  considered  illiquid  for
purposes of this restriction. Investments in illiquid securities involve certain
risks to the extent that the Fund may be unable to dispose of such a security at
the time desired or at a  reasonable  price.  In addition,  in order to resell a
restricted  security,  the Fund  might  have to bear the  expense  and incur the
delays associated with effecting registration.

      Certain  restricted  securities  that are not  registered  for sale to the
general public,  but that can be resold to  institutional  investors ("Rule 144A
Securities"), may be purchased without regard to the foregoing 15% limitation if
a liquid  institutional  trading  market  exists.  The  liquidity  of the Fund's
investments   in  Rule  144A   Securities   could  be  impaired  if  dealers  or
institutional investors become uninterested in purchasing these securities.  The
Company's  board of directors has delegated to Fund  Management the authority to
determine the liquidity of Rule 144A Securities  pursuant to guidelines approved
by the board.  For more  information  concerning Rule 144A  Securities,  see the
Statement of Additional Information.

Foreign  Securities.  The Fund may  invest up to 25% of its  total  assets,
measured at the time of purchase, directly in foreign securities. Investments in
securities of foreign companies  (including Canadian  securities,  which are not
subject to the 25% limitation) and in foreign markets involve certain additional
risks not associated  with  investments in domestic  companies and markets.  For
U.S. investors, the returns on foreign securities are influenced not only by the
returns  on  the   foreign   investments   themselves,   but  also  by  currency
fluctuations.  That is, when the U.S.  dollar  generally  rises against  foreign
currencies,  returns on foreign securities for a U.S. investor may decrease.  By
contrast, in a period when the U.S. dollar generally declines, those returns may
increase.

      Other risks of international investing to consider include:

     -less publicly available information than is generally available about U.S.
issuers;

     -differences in accounting, auditing and financial reporting standards;



<PAGE>




     -generally higher  commission rates on foreign  portfolio  transactions and
longer settlement periods;

     -smaller  trading  volumes and generally  lower  liquidity of foreign stock
markets, which may cause greater price volatility;

     -less  government  regulation  of  stock  exchanges,   brokers  and  listed
companies abroad than in the United States; and

     -investments  in certain  countries  may be subject to foreign  withholding
taxes,   which  may  reduce   dividend   income  or  capital  gains  payable  to
shareholders.

     There is also the possibility of  expropriation  or confiscatory  taxation;
adverse  changes  in  investment  or  exchange  control  regulations;  political
instability;  potential  restrictions on the flow of international  capital; and
the possibility of the Fund experiencing difficulties in pursuing legal remedies
and collecting judgments.

     Securities  purchased  by means of ADRs  also  are not  subject  to the 25%
limitation. ADRs are receipts, typically issued by a U.S. bank or trust company,
evidencing ownership of the underlying foreign securities.  ADRs are denominated
in U.S. dollars and trade in the U.S. securities markets.  ADRs may be issued in
sponsored  or  unsponsored  programs.  In sponsored  programs,  the issuer makes
arrangements  to have its securities  traded in the form of ADRs; in unsponsored
programs,  the  issuer  may not be  directly  involved  in the  creation  of the
program.  Although the  regulatory  requirements  with respect to sponsored  and
unsponsored  programs are generally similar, the issuers of unsponsored ADRs are
not  obligated  to  disclose  material  information  in the United  States  and,
therefore,  such  information  may not be  reflected  in the market value of the
ADRs.  ADRs are  subject to certain of the same risks as direct  investments  in
foreign securities, including the risk that changes in the value of the currency
in which the  security  underlying  an ADR is  denominated  relative to the U.S.
dollar may adversely affect the value of the ADR.

Forward  Foreign  Currency  Contracts.  The Fund may  enter  into  contracts  to
purchase or sell foreign currencies at a future date ("forward  contracts") as a
hedge against  fluctuations in foreign  exchange rates pending the settlement of
transactions  in foreign  securities  or during the time the Fund holds  foreign
securities.  A forward contract is an agreement between  contracting  parties to
exchange  an amount of  currency  at some  future  time at an agreed  upon rate.
Although the Fund has not adopted any  limitations on its ability to use forward
contracts as a hedge against  fluctuations in foreign  exchange rates,  the Fund
does not attempt to hedge all of its foreign investment positions and will enter
into forward  contracts only to the extent,  if any, deemed  appropriate by Fund
Management.  The Fund will not enter into forward  contracts  for a term of more



<PAGE>



than one year or for purposes of speculation.  Hedging against a decline in
the value of a currency in the foregoing manner does not eliminate  fluctuations
in the prices of portfolio  securities  or prevent  losses if the prices of such
securities  decline.   Furthermore,   such  hedging  transactions  preclude  the
opportunity  for gain if the  value  of the  hedged  currency  should  rise.  No
predictions  can be made with respect to whether the total of such  transactions
will result in a better or worse position than had the Fund not entered into any
forward  contracts.  Forward  contracts  may,  from time to time,  be considered
illiquid,  in which  case they would be  subject  to the  Fund's  limitation  on
investing in illiquid  securities,  discussed above. For additional  information
regarding  forward  contracts,  see  "Investment  Policies" in the  Statement of
Additional Information.

High-Risk,  High-Yield  Securities.  Although Fund Management  limits the Fund's
debt security  investments to securities it believes are not highly speculative,
both credit and market  risks are  increased by the Fund's  investments  in debt
securities  rated  below the top four  grades by  Standard  & Poor's or  Moody's
(high-risk, high-yield securities commonly known as "junk bonds") and comparable
unrated debt  securities.  Lower rated bonds by Moody's  (categories Ba, B, Caa)
are of poorer quality and may have speculative characteristics.  Bonds rated Caa
may be in default or there may be present  elements  of danger  with  respect to
principal or interest. Lower rated bonds by Standard & Poor's (categories BB, B,
CCC) include those which are regarded, on balance, as predominantly  speculative
with  respect to the issuer's  capacity to pay  interest and repay  principal in
accordance  with their terms;  BB indicates the lowest degree of speculation and
CCC a high degree of speculation. While such bonds will likely have some quality
and protective  characteristics,  these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

      Because  investment  in medium and lower rated  securities  involves  both
greater  credit  risk and market  risk,  achievement  of the  Fund's  investment
objectives may be more dependent on Fund  Management's  credit  analysis than is
the  case  for  funds  investing  in  higher  quality  securities.  Moreover,  a
significant  economic downturn or major increase in interest rates may result in
issuers of lower rated securities experiencing increased financial stress, which
would adversely  affect their ability to service their  principal,  dividend and
interest  obligations,  meet projected  business  goals,  and obtain  additional
financing.  In this  regard,  it should be noted  that while the market for high
yield corporate bonds has been in existence for many years and from time to time
has experienced  economic  downturns in recent years, this market has involved a
significant  increase in the use of high yield corporate debt securities to fund
highly leveraged corporate acquisitions and restructurings.  Past experience may
not, therefore, provide an accurate indication of future performance of the high
yield  bond  market,   particularly   during  periods  of  economic   recession.
Furthermore,  expenses  incurred  to  recover  an  investment  by the  Fund in a
defaulted  security may  adversely  affect the Fund's net asset value.  Finally,



<PAGE>



while Fund Management attempts to limit purchases of medium and lower rated
securities to securities having an established  secondary market,  the secondary
market for such securities may be less liquid than the market for higher quality
securities.  The reduced  liquidity of the secondary  market for such securities
may  adversely  affect the market  price of, and  ability of, the Fund to value,
particular  securities  at certain  times,  thereby  making it difficult to make
specific valuation determinations.

     While Fund Management continuously monitors all of the debt securities held
by the Fund for the issuers'  ability to make  required  principal  and interest
payments and other quality factors,  the Fund may retain in the portfolio a debt
security  whose rating is changed to one below the minimum  rating  required for
purchase.  More  information on debt securities is contained in the Statement of
Additional Information.

      The following table shows the composition of the Industrial  Income Fund's
investments in corporate (and municipal) bonds by rating category for the fiscal
year ended  December 31, 1996.  All of these  percentages  were  determined on a
dollar-weighted  basis,  calculated by averaging the Fund's month-end  portfolio
holdings during the fiscal year.  These figures do not represent actual holdings
of the Fund as of December 31, 1996, nor do they imply that the overall  quality
of portfolio holdings is fixed.

                                          Percentage of Total Assets
Rating Category                             Industrial Income Fund
- ---------------                           --------------------------
AAA                                                 11.69%
AA                                                   0.00%
A                                                    0.69%
BBB                                                  2.59%
BB                                                   3.92%
B                                                    2.18%
CCC                                                  0.21%
Unrated                                              0.00%

Options and Futures  Contracts.  The Fund may enter into futures  contracts  for
hedging  or other  non-speculative  purposes  within the  meaning  and intent of
applicable  rules of the Commodity  Futures  Trading  Commission  ("CFTC").  For
example,  futures contracts may be purchased or sold to attempt to hedge against
the  effects of  interest  or  exchange  rate  changes on the Fund's  current or
intended  investments.  If an  anticipated  decrease  in the value of  portfolio
securities  occurs as a result  of a general  increase  in  interest  rates or a
change in exchange rates, the adverse effects of such changes may be offset,  in
whole  or  part,  by gains on the  sale of  futures  contracts.  Conversely,  an
increase in the cost of portfolio  securities to be acquired caused by a general
decline in interest rates or a change in exchange rates may be offset,  in whole
or part,  by gains on futures  contracts  purchased  by the Fund.  The Fund will
incur brokerage fees when it purchases and sells futures contracts,  and it will
be required to maintain margin deposits.


<PAGE>





      The Fund also may use  options to buy or sell  futures  contracts  or debt
securities.  Such  investment  strategies  will be  used as a hedge  and not for
speculation.

      Put and call options on futures  contracts or securities  may be traded by
the Fund in  order to  protect  against  declines  in the  values  of  portfolio
securities  or  against  increases  in the cost of  securities  to be  acquired.
Purchases  of options on futures  contracts  may  present  less  dollar  risk in
hedging  the  Fund's  portfolio  than the  purchase  and sale of the  underlying
futures  contracts,  since the  potential  loss is  limited to the amount of the
premium plus related  transaction costs. The premium paid for such a put or call
option plus any transaction  costs will reduce the benefit,  if any, realized by
the Fund upon exercise or  liquidation of the option,  and,  unless the price of
the underlying  futures  contract  changes  sufficiently,  the option may expire
without value to the Fund.  The writing of covered  options,  however,  does not
present  less risk than the trading of futures  contracts,  and will  constitute
only a partial  hedge,  up to the amount of the  premium  received,  and,  if an
option is exercised, the Fund may suffer a loss on the transaction.

      The Fund may purchase put or call  options in  anticipation  of changes in
interest  rates or other  factors  which may  adversely  affect the value of its
portfolio or the prices of securities which the Fund anticipates purchasing at a
later  date.  The  Fund  may be able  to  offset  such  adverse  effects  on its
portfolio, in whole or in part, through the options purchased.  The premium paid
for a put or call option plus any transaction costs will reduce the benefit,  if
any,  realized by the Fund upon  exercise  or  liquidation  of the option,  and,
unless the price of the underlying security changes sufficiently, the option may
expire without value to the Fund.

      For hedging or other non-speculative  purposes, the Fund may, from time to
time, also sell ("write")  covered call options or cash secured puts in order to
attempt to increase the yield on its portfolio or to protect against declines in
the value of its  portfolio  securities.  By writing a covered call option,  the
Fund,  in return for the premium  income  realized  from the sale of the option,
gives up the  opportunity  to profit  from a price  increase  in the  underlying
security above the option exercise price,  where the price increase occurs while
the option is in effect. In addition,  the Fund's ability to sell the underlying
security  will be  limited  while the  option is in  effect.  By  writing a cash
secured put, the Fund, which receives the premium, has the obligation during the
option  period,  upon  assignment of an exercise  notice,  to buy the underlying
security at a specified price. A put is secured by cash if the Fund maintains at
all times cash, Treasury bills or other high grade short-term obligations with a
value  equal to the  option  exercise  price in a  segregated  account  with its
custodian.



<PAGE>




     Although the Fund will enter into options and futures  contracts solely for
hedging or other  non-speculative  purposes,  within the  meaning  and intent of
applicable rules of the CFTC, their use does involve certain risks. For example,
a lack of correlation between the value of an instrument underlying an option or
futures  contract and the assets  being  hedged,  or  unexpected  adverse  price
movements,  could  render the Fund's  hedging  strategy  unsuccessful  and could
result in losses. In addition, there can be no assurance that a liquid secondary
market  will  exist  for any  contract  purchased  or sold,  and the Fund may be
required to maintain a position until exercise or expiration, which could result
in losses.  Transactions  in futures  contracts and options are subject to other
risks as well.

     The risks related to transactions in options and futures to be entered into
by the Fund are set forth in  greater  detail  in the  Statement  of  Additional
Information,  which  should  be  reviewed  in  conjunction  with  the  foregoing
discussion.

INVESTMENT RESTRICTIONS

     The Fund is subject  to  certain  fundamental  restrictions  regarding  its
investments  which  may  not be  altered  without  the  approval  of the  Fund's
shareholders. Those restrictions include, among others, limitations with respect
to the percentages of the value of the Fund's total assets which may be invested
in any one  company  or,  with  the  exception  of the  Utilities  Fund,  in one
industry. A list of the Fund's fundamental investment restrictions and a list of
additional,  non-fundamental  investment  restrictions of the Fund (which can be
changed by the Company's board of directors  without  shareholder  approval) are
contained in the Statement of Additional Information.

MANAGEMENT

     Pursuant to an agreement with the Company,  INVESCO,  7800 E. Union Avenue,
Denver, Colorado,  serves as the Funds' investment adviser. INVESCO is primarily
responsible  for  providing  the Fund with various  administrative  services and
supervising  the Fund's daily  business  affairs.  These services are subject to
review by the Company's board of directors.

     INVESCO  is  an  indirect   wholly-owned   subsidiary  of  AMVESCO  PLC,  a
publicly-traded  holding company that, through its subsidiaries,  engages in the
business of investment management on an international basis. INVESCO PLC changed
its name to AMVESCO PLC on March 3, 1997 as a part of a merger  between  INVESCO
PLC  and  A I M  Management  Group  Inc.,  thus  creating  one  of  the  largest
independent  investment management businesses in the world. Subject to obtaining
shareholder  approval at its regular Annual  Shareholder  Meeting,  the board of
directors of AMVESCO PLC has concluded that the corporate name should be changed
to AMVESCAP PLC effective May 8, 1997. INVESCO and INVESCO Trust will continue



<PAGE>



to  operate  under  their  existing names.  AMVESCO PLC has approximately  $165
billion in assets under  management.  INVESCO was established in 1932 and, as of
December  31,  1996,  managed  14  mutual  funds,   consisting  of  44  separate
portfolios,  with combined  assets of  approximately  $13.8 billion on behalf of
over 826,000 shareholders.

      Pursuant  to  agreements  with  INVESCO,   INVESCO  Trust  serves  as  the
sub-adviser of the Fund. Although the Company is not a party to the sub-advisory
agreement,  the agreement has been approved for the Fund by the Company's  board
of directors.  In addition,  the agreement has been approved by the shareholders
of the Fund.  The  address of INVESCO  Trust is 7800 E.  Union  Avenue,  Denver,
Colorado.  Subject to the  supervision  of INVESCO  and review by the  Company's
board of  directors,  INVESCO Trust is primarily  responsible  for selecting and
managing the investments of the Funds.

      INVESCO  Trust,  a  trust  company  founded  in  1969,  is a  wholly-owned
subsidiary  of INVESCO that served as adviser or  sub-adviser  to 55  investment
portfolios  as of December 31,  1996,  including  31  portfolios  in the INVESCO
group.  These 55 portfolios had aggregate assets of approximately  $12.7 billion
as of  December  31,  1996.  In  addition,  INVESCO  Trust  provides  investment
management  services to private clients,  including  employee benefit plans that
may be invested in a collective trust sponsored by INVESCO Trust.

      The following persons serve as portfolio managers of the respective Funds:

Industrial Income Fund

      Charles P. Mayer  -   Co-portfolio   manager  of  the  Fund  since  1994;
co-portfolio   manager  of  the  INVESCO  Industrial  Income  Fund  since  1993;
co-portfolio  manager of the INVESCO  Balanced Fund since 1996;  director (since
1997),  portfolio  manager (since 1993),  senior vice president (since 1994) and
vice president (1993 to 1994) of INVESCO Trust;  director of INVESCO since 1997;
formerly (1984 to 1993),  portfolio  manager with  Westinghouse  Pension;  began
investment  career in 1969;  B.A.,  St.  Peter's  College;  M.B.A.,  St.  John's
University.

      Donovan J.  (Jerry)  Paul -  Co-portfolio  manager of the Fund since 1994;
co-portfolio  manager of the INVESCO  Industrial Income Fund since 1994, INVESCO
Balanced Fund since 1996 and INVESCO Short-Term Bond Fund since 1996;  portfolio
manager of the INVESCO VIF - High Yield Portfolio since 1994, INVESCO High Yield
Fund since 1994 and INVESCO Select Income Fund since 1994; portfolio manager and
senior  vice  president  of INVESCO  Trust  since  1994;  formerly,  senior vice
president  and director of fixed income  research  (1989 to 1992) and  portfolio
manager (1987 to 1992) with Stein,  Roe & Farnham Inc.;  and president  (1993 to
1994) of Quixote Investment  Management,  Inc.; began investment career in 1976;
B.B.A.  University  of Iowa;  M.B.A.  University  of  Northern  Iowa;  Chartered
Financial Analyst; Certified Public Accountant.



<PAGE>




      The Fund  pays  INVESCO  a  monthly  advisory  fee  which is based  upon a
percentage of the Fund's average net assets,  determined daily. The advisory fee
is computed at the annual rate of 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; and 0.55% on the Fund's average net assets in excess of $1 billion.  For
the fiscal period ended December 31, 1996,  the investment  advisory fee paid by
the Industrial Income Fund was 0.75% of the Fund's average net assets.

      Out of the advisory fee received  from the Fund,  INVESCO pays the Fund's
sub-adviser  a  monthly  subadvisory  fee.  No fee is  paid  by the  Fund to its
sub-adviser. The sub-advisory fee for the Fund is computed at the annual rate of
0.375% on the first $500 million of the Fund's average net assets; 0.325% on the
next $500  million of the Fund's  average net  assets;  and 0.275% on the Fund's
average net assets in excess of $1 billion.

      The Company also has entered  into an  Administrative  Services  Agreement
with INVESCO dated February 28, 1997 (the "Administrative Agreement").  Pursuant
to  the  Administrative  Agreement,  INVESCO  performs  certain  administrative,
recordkeeping and internal  accounting  services,  including without limitation,
maintaining  general ledger and capital stock accounts,  preparing a daily trial
balance,  calculating net asset value daily,  providing  selected general ledger
reports and providing  certain  sub-accounting  and  recordkeeping  services for
shareholder  accounts.  For  such  services,  the  Company  pays  INVESCO  a fee
consisting  of a base fee of $10,000 per year for the Fund,  plus an  additional
incremental  fee  computed  at the annual rate of 0.015% per year of the average
net assets of the Fund.  INVESCO also is paid a fee by the Company for providing
transfer agent services. See "Additional Information."

      The Fund's expenses,  which are accrued daily, are generally deducted from
its total income before dividends are paid. Total expenses of the Fund (prior to
expense  offsets)  for the  fiscal  year  ended  December  31,  1996,  including
investment advisory fees (but excluding brokerage commissions,  which are a cost
of acquiring  securities),  amounted to 0.95% of the Fund's  average net assets.
Certain  Fund  expenses  are  absorbed  voluntarily  by  INVESCO  pursuant  to a
commitment to the Company. This commitment may be changed following consultation
with the Company's board of directors. If such voluntary expense limits were not
in effect, the total operating  expenses,  as a percentage of the Fund's average
net assets for the fiscal year ended December 31, 1996, would have been 1.19%.

      Fund  Management  permits  investment and other  personnel to purchase and
sell securities for their own accounts, subject to a compliance policy governing
personal investing.  This policy requires Fund Management's personnel to conduct
their personal  investment  activities in a manner that Fund Management believes



<PAGE>



is  not  detrimental  to  the  Fund or Fund Management's other advisory clients.
See  "Management"  in the Statement of Additional  Information for more detailed
information.

PURCHASES AND REDEMPTIONS

     Investors may not purchase or redeem shares of the Fund directly,  but only
through variable annuity and variable life insurance  contracts  offered through
the separate  accounts of Participating  Insurance  Companies.  A contract owner
should refer to the applicable  Separate  Account  Prospectus for information on
how to purchase or surrender a contract,  make partial  withdrawals  of contract
values, or change existing allocations among investment alternatives,  including
the Fund. Shares of the Fund are sold on a continuous basis to separate accounts
of Participating  Insurance Companies by INVESCO, as the Fund's Distributor.  No
sales charge is imposed upon the sale of shares of the Fund.  Sales  charges for
the variable  annuity or variable life insurance  contracts are described in the
Separate Account Prospectuses.  INVESCO may from time to time make payments from
its revenues to  Participating  Insurance  Companies,  broker  dealers and other
financial institutions that provide administrative services for the Fund.

     The  Participating  Insurance  Companies  place  orders for their  separate
accounts to purchase and redeem shares of the Fund based on, among other things,
the amount of  premium  payments  to be  invested  and  transfer  and  surrender
requests to be effected on that day  pursuant to variable  annuity and  variable
life insurance contracts. Fund shares are purchased or redeemed at the net asset
value per share next computed after receipt of a purchase or redemption order in
good form.  Payment  for  redemptions  ordinarily  will be made on behalf of the
Company and the Fund by the Company's transfer agent (INVESCO) within seven days
after the  redemption  request is  received.  However,  payment may be postponed
under unusual circumstances,  such as when normal trading is not taking place on
the New York Stock  Exchange or an  emergency as defined by the  Securities  and
Exchange Commission exists.

     Net asset value per share is  computed  for the Fund once each day that the
New York Stock  Exchange  is open,  as of the close of  regular  trading on that
Exchange  (usually 4:00 p.m., New York time),  and also may be computed on other
days  under  certain  circumstances.  Net asset  value per share for the Fund is
calculated by dividing the market value of the Fund's  securities plus the value
of  its  other  assets  (including   dividends  and  interest  accrued  but  not
collected),  less all liabilities (including accrued expenses), by the number of
outstanding  shares of the Fund. If market quotations are not readily available,
a security will be valued at fair value as determined in good faith by the board
of directors.  Debt securities  with remaining  maturities of 60 days or less at
the  time  of  purchase  will  be  valued  at  amortized  cost,  absent  unusual
circumstances,  so long as the Company's  board of directors  believes that such
value represents fair value.


<PAGE>





TAX STATUS, DIVIDENDS AND DISTRIBUTIONS

Taxes. The Internal Revenue Code of 1986, as amended (the "Code"), provides that
each  investment  portfolio  of a series  fund is to be  treated  as a  separate
taxpayer.  Accordingly,  the Fund  intends to  continue to qualify as a separate
regulated investment company under Subchapter M of the Code.

     The Fund intends to comply with the  diversification  requirements  of Code
Section  817(h).  By  meeting  this and other  requirements,  the  Participating
Insurance Companies, rather than the owners of variable annuity or variable life
insurance  contracts,  should be subject to tax on  distributions  received with
respect to Fund shares.  For further  information  concerning federal income tax
consequences  for the owners of  variable  annuity or  variable  life  insurance
contracts,  a  contract  owner  should  consult  his  or  her  Separate  Account
Prospectus.

     As a regulated  investment company,  the Fund generally will not be subject
to tax on its ordinary income and net realized  capital gains to the extent such
income and gains are  distributed  in conformity  with  applicable  distribution
requirements  under  the  Code to the  separate  accounts  of the  Participating
Insurance  Companies  which  hold its  shares.  Distributions  of income and the
excess of net  short-term  capital gain over net long-term  capital loss will be
treated as ordinary  income,  and  distributions  of the excess of net long-term
capital  gain over net  short-term  capital  loss will be treated  as  long-term
capital gain by the Participating  Insurance Companies.  Participating Insurance
Companies  should  consult  their  own  tax  advisers  concerning  whether  such
distributions  are subject to federal income tax if they are retained as part of
contract reserves.

Dividends.  In  addition  to  any  increase  in the value of the Fund's  shares
which may occur from increases in the value of the Fund's investments,  the Fund
may earn  income  in the form of  dividends  and  interest  on its  investments.
Dividends  paid by the Fund  will be based  solely on the  income  earned by the
Fund.  The  Company's   policy  with  respect  to  the  Fund  is  to  distribute
substantially all of this income, less expenses, to shareholders of the Fund. At
the discretion of the board of directors,  distributions  are  customarily  made
annually to shareholders of the Fund. Dividends are automatically  reinvested in
additional shares of the Fund making the dividend  distribution at its net asset
value on the  ex-dividend  date,  unless  an  election  is made on  behalf  of a
separate account to receive distributions in cash.

Capital  Gains.  Capital  gains or losses are the result of the Fund selling its
portfolio  securities at prices that are higher or lower than the prices paid by
it to purchase  such  securities.  Total gains from such sales,  less any losses
from such sales (including  losses carried forward from prior years)  represent



<PAGE>



net realized  capital gains.  The Fund distributes its net realized capital
gains,  if any, to its  shareholders  at least  annually,  usually in  December.
Capital gains distributions are automatically reinvested in additional shares of
the Fund  making  the  distribution  at its net  asset  value  per  share on the
ex-dividend  date, unless an election is made on behalf of a separate account to
receive distributions in cash.

PERFORMANCE INFORMATION

      From time to time, the Fund's total return and/or yield may be included in
advertisements,  sales  literature,  shareholder  reports  or  Separate  Account
Prospectuses.  The Fund's total return and yield include the effect of deducting
the Fund's expenses,  but do not include charges and expenses  attributable to a
particular variable annuity or variable life insurance contract.  Because shares
of the Fund can be purchased  only through a variable  annuity or variable  life
insurance  contract,  the Fund's  total return and yield data should be reviewed
along with the  description  of contract  charges and expenses  contained in the
applicable Separate Account Prospectus.  Total return or yield for the Fund must
always be accompanied  by, and reviewed with,  comparable  total return or yield
data for an associated  variable  annuity separate  account,  or data that would
permit  evaluation  of the  magnitude  of variable  life  insurance  charges and
expenses not  reflected  in the Fund's total return or yield.  Fund total return
and yield  figures are based upon  historical  results  and are not  intended to
indicate future performance.

      The "total return" of the Fund refers to the average annual rate of return
of an  investment  in the Fund.  This  figure is  computed  by  calculating  the
percentage change in value of an investment of $1,000,  assuming reinvestment of
all income dividends and capital gain  distributions,  to the end of a specified
period.  "Total  return"  quotations  reflect  the  performance  of the Fund and
include the effect of capital changes.

      The total  return  performance  for the Fund for the fiscal  period  ended
December 31, 1996, was 22.28%.

      The yield of the Fund is  calculated  by utilizing  the Fund's  calculated
income,  expenses and average  outstanding  shares for the most recent 30-day or
one-month  period,  dividing it by the month end net asset value and annualizing
the resulting number.

      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Fund,  comparisons of the Fund's  performance for a given period
to the  performance  of recognized  indices and for the same period may be made.
Such indices  include ones  provided by Dow Jones & Company,  Standard & Poor's,
Lipper  Analytical  Services,  Inc.,  Lehman Brothers,  National  Association of
Securities Dealers,  Inc., Frank Russell Company,  Value Line Investment Survey,
the American Stock  Exchange,  Morgan Stanley  Capital  International,  Wilshire



<PAGE>



Associates,   the  Financial  Times-Stock  Exchange,  the  New  York  Stock
Exchange,  the Nikkei Stock Average and the Deutcher  Aktienindex,  all of which
are unmanaged market indicators. Such comparisons can be a useful measure of the
quality of the Fund's investment performance.  However, because Fund performance
data does not reflect  separate account and contract  charges,  Fund performance
data is not an  appropriate  measure of the  performance  of a contract  owner's
investment in the variable annuity and variable life insurance contracts.

      In addition,  rankings, ratings, and comparisons of investment performance
and/or   assessments  of  the  quality  of  shareholder   service  appearing  in
publications such as Money,  Forbes,  Kiplinger's Personal Finance,  Financial
World,  Morningstar,  and similar sources which utilize information compiled (i)
internally;  (ii) by  Lipper  Analytical  Services,  Inc.;  or  (iii)  by  other
recognized  analytical  services,  may be used in sales  literature.  The Lipper
Analytical  Services,  Inc.  rankings and comparisons,  which may be used by the
Fund in  performance  reports,  will be drawn  from the  "Equity  Income  Funds"
variable  insurance product grouping for the Fund. In addition,  the broad-based
Lipper variable insurance product groupings may be used for comparison to any of
the Funds.  A more  complete  list of  publications  that may be quoted in sales
literature  is contained  under the caption  "Performance"  in the  Statement of
Additional Information.

ADDITIONAL INFORMATION

Voting  Rights.  The  Participating   Insurance  Companies  and  their  separate
accounts,  rather than individual  contract owners,  are the shareholders of the
Funds.  However,  each Participating  Insurance Company will vote shares held by
its separate accounts as required by law and interpretations thereof, as amended
or changed from time to time. In accordance with current law and interpretations
thereof,  a  Participating  Insurance  Company is  required  to  request  voting
instructions  from its contract owners and must vote Fund shares held by each of
its  separate  accounts  in  proportion  to the  voting  instructions  received.
Additional  information about voting procedures  (including a discussion,  where
applicable,  of circumstances under which some Participating Insurance Companies
may vote Fund shares held by variable life  insurance  separate  accounts  other
than in  accordance  with  contract  owner  instructions)  is  contained  in the
applicable Separate Account Prospectuses.

      All shares of the Funds have equal voting rights.  When  shareholders  are
entitled  to vote upon a matter,  each  shareholder  is entitled to one vote for
each share owned and a corresponding  fractional vote for each fractional  share
owned.  Voting  with  respect  to  certain  matters,  such  as  ratification  of
independent  accountants and the election of directors,  will be by all Funds of
the Company voting together.  In other cases,  such as voting upon an investment
advisory contract, voting is on a Fund-by-Fund basis. To the extent permitted by
law,  when not all  Funds  are  affected  by a matter  to be  voted  upon,  only
shareholders  of the Fund or Funds  affected  by the matter  will be entitled to


<PAGE>



vote thereon.  The  Company  is not  generally required and does not expect to
hold regular annual meetings of  shareholders.  However,  the board of directors
will call special meetings of shareholders for the purpose, among other reasons,
of voting upon the question of removal of a director or directors when requested
to do so in writing by the holders of 10% or more of the  outstanding  shares of
the Company or as may be required by applicable law or the Company's Articles of
Incorporation.  The Company will assist shareholders in communicating with other
shareholders as required by the Investment Company Act of 1940. Directors may be
removed by action of the holders of a majority or more of the outstanding shares
of the Company.

Shareholder  Inquiries.  Inquiries  regarding  the Fund  may be  directed to the
Company at the telephone  number or mailing  address set forth on the cover page
of this Prospectus or to a Participating Insurance Company.

Transfer and Disbursing  Agent.  INVESCO acts as registrar,  transfer agent, and
dividend  disbursing  agent  for  the  Company  pursuant  to a  Transfer  Agency
Agreement that provides for an annual fee of $5,000 per Fund.

Master/Feeder  Option.  The  Company  may in the future seek to achieve the
Fund's  investment  objective by investing  all of the Fund's  assets in another
investment  company having the same investment  objective and  substantially the
same investment policies and restrictions as those applicable to the Fund. It is
expected  that any such  investment  company  would be  managed  by  INVESCO  in
substantially  the same manner as the existing  Fund. If permitted by applicable
laws and policies then in effect,  any such  investment  may be made in the sole
discretion of the Company's board of directors  without further  approval of the
Fund's shareholders.  However,  Fund shareholders will be given at least 30 days
prior notice of any such  investment.  Such investment would be made only if the
Company's  board of directors  determines it to be in the best  interests of the
Fund  and its  shareholders.  In  making  that  determination,  the  board  will
consider,   among  other  things,  the  benefits  to  shareholders   and/or  the
opportunity to reduce costs and achieve operational  efficiencies.  No assurance
is given that costs will be materially reduced if this option is implemented.

NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS  NOT  CONTAINED  IN  THIS  PROSPECTUS,  OR IN THE  STATEMENT  OF
ADDITIONAL INFORMATION  INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS  PROSPECTUS  AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR
PRESENTATIONS  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  BY  THE  COMPANY  IN  ANY
JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.


<PAGE>



                                                                       APPENDIX
BOND RATINGS

      The  following  is a  description  of Standard & Poor's and  Moody's  bond
rating categories:

Standard & Poor's Corporate Bond Ratings

      AAA - This is the highest  rating  assigned by Standard & Poor's to a debt
obligation  and  indicates an extremely  strong  capacity to pay  principal  and
interest.

      AA - Bonds  rated  AA  also  qualify  as  high-quality  debt  obligations.
Capacity to pay  principal  and interest is very strong,  and in the majority of
instances they differ from AAA issues only in small degree.

      A - Bonds rated A have a strong  capacity to pay  principal  and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

      BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

      BB - Bonds  rated BB have less  near-term  vulnerability  to default  than
other  speculative  issues.  However,  they face major ongoing  uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.

      B - Bonds rated B have a greater  vulnerability  to default but  currently
have the capacity to meet interest  payments and principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal.

      CCC - Bonds  rated  CCC have a  currently  identifiable  vulnerability  to
default and are  dependent  upon  favorable  business,  financial,  and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse  business,  financial,  or  economic  conditions,  they are not
likely to have the capacity to pay interest and repay principal.




<PAGE>



Moody's Corporate Bond Ratings

      Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest   degree  of  investment   risk  and  are  generally   referred  to  as
"gilt-edged."  Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure.  While the various  protective  elements
are likely to change,  such changes as can be  visualized  are most  unlikely to
impair the fundamentally strong position of such issues.

      Aa - Bonds  rated Aa are judged to be of high  quality  by all  standards.
Together with the Aaa group,  they  comprise  what are  generally  known as high
grade  bonds.  They are rated  lower  than the best  bonds  because  margins  of
protection may not be as large as in Aaa securities or fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long term risk appear somewhat larger than in Aaa securities.

      A - Bonds rated A possess many favorable investment attributes, and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

      Baa - Bonds rated Baa are  considered as medium grade  obligations,  i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

      Ba - Bonds rated Ba are judged to have speculative elements.  Their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

      B -  Bonds  rated  B  generally  lack  characteristics  of  the  desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any longer period of time may be small.

      Caa - Bonds rated Caa are of poor standing.  Such issues may be in default
or there may be  present  elements  of  danger  with  respect  to  principal  or
interest.


<PAGE>


                                   Prospectus
                                   May 1, 1997
                           As Supplemented May 1, 1997


                    INVESCO VARIABLE INVESTMENT FUNDS, INC.

                      INVESCO VIF - Industrial Income Fund


         To receive additional information and prospectuses on any of
       INVESCO's funds or retirement plans, or to obtain current account
            or price information, call toll-free: 1-800-525-8085.

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

                    You can find us on the World Wide Web:
                             http://www.invesco.com

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

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

In addition, all documents filed by the Company with the Securities and Exchange
Commission  can  be  located  on a web  site  maintained  by the  Commission  at
http://www.sec.gov.









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