INVESCO COMBINATION STOCK & BOND FUNDS INC
497, 2000-07-17
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                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

                              INVESCO BALANCED FUND

      Supplement to Institutional Class Prospectus dated December 31, 1999

The  section  of the  Prospectus  entitled  "Fees  And  Expenses  - Annual  Fund
Operating  Expenses That Are Deducted From Fund Assets" is amended to (1) delete
the table and (2) substitute the following in its place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

      BALANCED FUND - INSTITUTIONAL CLASS
      Management Fee                                  0.60%
      Distribution and Service (12b-1) Fees           None
      Other Expenses(1)                               0.47%
                                                      -----
      Total Annual Fund Operating Expenses(1)         1.07%
                                                      =====

The footnote is not affected by these changes.

The section of the Prospectus  entitled "Fees And Expenses - Example" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The Example assumes that you invested $10,000 in the  Institutional  Class
      shares of the Fund for the time periods indicated and redeemed all of your
      shares at the end of each  period.  The  Example  also  assumes  that your
      investment  had a  hypothetical  5%  return  each  year  and that a Fund's
      Institutional Class shares' operating expenses remained the same. Although
      the actual costs and performance of the Fund's  Institutional Class shares
      may be higher or lower,  based on these  assumptions your costs would have
      been:

                    1 YEAR      3 YEARS       5 YEARS      10 YEARS
                    $109        $340          $590         $1,306

The  section of the  Prospectus  entitled  "How To Buy Shares" is amended to (1)
delete the second,  third, fourth, fifth and sixth paragraphs and (2) substitute
the following in their place:

      In deciding which class of shares to purchase,  you should  consider among
      other things,  (i) the length of time you expect to hold the shares,  (ii)
      the provisions of the  distribution  plan applicable to the class, if any,
      and  (iii) the  eligibility  requirements  that  apply to  purchases  of a
      particular  class.  Institutional  Class  shares are  intended  for use by
      institutions such as employee benefit plans,  retirement plan sponsors and
      banks acting for themselves or in a fiduciary or similar capacity.  Shares
      of the  Institutional  Class of the Fund are available for the  collective
      and common trust funds of banks, banks investing for their own account and
      banks  investing for the account of a public  entity  (e.g.,  Taft-Hartley
      funds,  states,   cities,  or  government  agencies)  that  does  not  pay
      commissions or distribution fees.
<PAGE>

      The following  chart shows several  convenient ways to invest in the Fund.
      There is no charge to  invest,  exchange  or redeem  shares  when you make
      transactions directly through INVESCO.  However, if you invest in the Fund
      through  a  securities   broker,  you  may  be  charged  a  commission  or
      transaction fee for either purchases or sales of Fund shares.  For all new
      accounts,  please send a completed  application form, and specify the fund
      or funds you wish to purchase.

      INVESCO  reserves  the right to  increase  the Fund's  minimum  investment
      requirements in its sole discretion if it determines this action is in the
      best interests of the Fund's  shareholders.  INVESCO will aggregate all of
      an institutional  investor's  accounts and sub-accounts for the purpose of
      meeting the Institutional Class' minimum investment requirements.  INVESCO
      reserves the right in its sole  discretion  to reject any order to buy the
      Fund's Institutional class of shares, including purchases by exchange.

      INSTITUTIONAL INVESTORS:

            Minimum Initial Investment          $10,000,000
            Minimum Balance                     $5,000,000
            Minimum Subsequent Investment       $1,000,000

      RETIREMENT PLANS OR EMPLOYEE BENEFIT PLANS:

            Minimum Total Plan Assets           $100,000,000
            Minimum Initial Investment          $10,000,000
            Minimum Balance                     $5,000,000
            Minimum Subsequent Investment       $1,000,000


This Supplement supercedes the Supplement dated June 1, 2000.

The date of this Supplement is July 15, 2000.



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