INVESCO COMBINATION STOCK & BOND FUNDS INC
497, 2000-06-01
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                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

        Supplement to Investor Class Prospectus dated September 30, 1999

The existing  class of shares of INVESCO  Equity Income Fund,  INVESCO  Balanced
Fund and INVESCO Total Return Fund is hereby designated as "Investor Class."

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 the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

      EQUITY INCOME FUND
      Management Fee(1)                                    0.48%
      Distribution and Service (12b-1) Fees(2)             0.25%
      Other Expenses(1)(3)(4)                              0.23%
                                                           -----
      Total Annual Fund Operating Expenses(1)(3)(4)        0.96%
                                                           =====

      BALANCED FUND
      Management Fee                                       0.60%
      Distribution and Service (12b-1) Fees(2)             0.25%
      Other Expenses(3)(4)(5)                              0.47%
                                                           -----
      Total Annual Fund Operating Expenses(3)(4)(5)        1.32%
                                                           =====

      TOTAL RETURN FUND
      Management Fee(1)                                    0.56%
      Distribution and Service (12b-1) Fees(2)             0.25%
      Other Expenses(1)(3)(4)                              0.21%
                                                           -----
      Total Annual Fund Operating Expenses(1)(3)(4)        1.02%
                                                           =====

     (1)  Certain  advisory  fees of Equity  Income and Total  Return Funds were
          voluntarily   absorbed  by  INVESCO  prior  to  May  13,  1999.  After
          absorption,  Equity Income Fund's Other Expenses and Total Annual Fund
          Operating  Expenses changed  insignificantly,  and Total Return Fund's
          Other Expenses and Total Annual Fund Operating Expenses were 0.20% and
          1.01%, respectively, of the Fund's average net assets.
     (2)  Because  the Funds pay 12b-1  distribution  fees  which are based upon
          each Fund's  assets,  if you own shares of a Fund for a long period of
          time,  you may pay more than the  economic  equivalent  of the maximum
          front-end  sales  charge  permitted  for mutual  funds by the National
          Association of Securities Dealers, Inc.
     (3)  Each Fund's  actual Total Annual Fund  Operating  Expenses  were lower
          than  the  figures  shown,  because  their  distribution  fees  and/or
          custodian fees were reduced under expense offset arrangements.
     (4)  The expense information  presented in the table has been restated from
          the financials to reflect a change in the transfer agency fees for all
          Funds and the  administrative  services  fees for  Equity  Income  and
          Balanced Funds.
     (5)  Certain expenses of Balanced Fund were voluntarily absorbed by INVESCO
          pursuant to a commitment to the Fund.  This  commitment may be changed
          at any time following consultation with the board of directors.  After
          absorption,  Balanced  Fund's  Other  Expenses  and Total  Annual Fund
          Operating Expenses were 0.41% and 1.26%,  respectively,  of the Fund's
          average net assets.
<PAGE>
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 a 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  operating  expenses  remained  the
      same. Although the actual costs and performance of a Fund may be higher or
      lower, based on these assumptions your costs would have been:


                                   1 YEAR      3 YEARS     5 YEARS    10 YEARS

      Equity Income Fund           $   98      $  306      $  531     $1,177
      Balanced Fund                $  134      $  418      $  722     $1,587
      Total Return Fund            $  104      $  324      $  562     $1,246

The section of the Prospectus entitled "How To Buy Shares" is amended to add the
following sentence at the end of the first paragraph:

      If you do not specify a fund or funds,  your  initial  investment  and any
      subsequent purchases will automatically go into INVESCO Cash Reserves Fund
      - Investor Class, a series of INVESCO Money Market Funds, Inc.

The section of the Prospectus entitled "Your Account Services" is amended to add
the  following  new  subsection   after  the  subsection   entitled   "Telephone
Transactions":

      HOUSEHOLDING. To save money for the Funds, INVESCO will send only one copy
      of a  prospectus  or  financial  report to each  household  address.  This
      process,  known as "householding,"  is used for most required  shareholder
      mailings.  It does not apply to account  statements.  You may,  of course,
      request an additional copy of a prospectus or financial report at any time
      by calling or writing INVESCO.  You may also request that  householding be
      eliminated from all of your required mailings.

This Supplement supercedes the Supplements dated January 31, 2000 and
April 1, 2000.

The date of this Supplement is June 1, 2000.
<PAGE>
                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

      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 date of this Supplement is June 1, 2000.
<PAGE>

                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

            Supplement to Class C 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 the footnotes and (2) substitute the following,  respectively,  in
their place:

      ANNUAL FUND OPERATING EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

      EQUITY INCOME FUND - CLASS C
      Management Fee                                        0.48%
      Distribution and Service (12b-1) Fees(1)              1.00%
      Other Expenses                                        0.23%
                                                            -----
      Total Annual Fund Operating Expenses                  1.71%
                                                            =====

      BALANCED FUND - CLASS C
      Management Fee                                        0.60%
      Distribution and Service (12b-1) Fees(1)              1.00%
      Other Expenses(2)                                     0.47%
                                                            -----
      Total Annual Fund Operating Expenses(2)               2.07%
                                                            =====

      TOTAL RETURN FUND - CLASS C
      Management Fee                                        0.56%
      Distribution and Service (12b-1) Fees(1)              1.00%
      Other Expenses                                        0.21%
                                                            -----
      Total Annual Fund Operating Expenses                  1.77%
                                                            =====

     (1)  Because the Funds' Class C shares pay 12b-1  distribution  and service
          fees which are based upon each Fund's  assets,  if you own shares of a
          Fund for a long  period of time,  you may pay more  than the  economic
          equivalent of the maximum  front-end sales charge permitted for mutual
          funds by the National Association of Securities Dealers, Inc.
     (2)  Based on estimated  expenses for the current fiscal year, which may be
          more or less than actual  expenses.  Actual  expenses are not provided
          because each Fund's Class C shares were not offered until February 15,
          2000. Certain expenses of Balanced Fund will be absorbed by INVESCO in
          order to ensure that  expenses for that Fund's Class C shares will not
          exceed 2.00% of the Fund's average net assets  attributable to Class C
          shares  pursuant to a commitment  between the Fund and  INVESCO.  This
          commitment may be changed at any time following  consultation with the
          board of directors. After absorption,  Balanced Fund - Class C shares'
          Other Expenses and Total Annual Fund Operating  Expenses are estimated
          to be 0.41% and 2.01%, respectively, of the Fund's average net assets.
<PAGE>
The section of the Prospectus entitled "Fees And Expenses - Examples" is amended
to (1) delete the second  paragraph  and (2)  substitute  the  following  in its
place:

      The Examples assume that you invested  $10,000 in Class C shares of a Fund
      for the time periods indicated.  The first Example assumes that you redeem
      all of your shares at the end of each period.  The second Example  assumes
      you keep your shares. Both Examples also assume that your investment had a
      hypothetical  5%  return  each  year  and that a  Fund's  Class C  shares'
      operating  expenses  remained  the same.  Although  the  actual  costs and
      performance  of a Fund's  Class C shares may be higher or lower,  based on
      these assumptions your costs would have been:
<TABLE>
<CAPTION>
<S>                                                 <C>        <C>        <C>      <C>
      IF SHARES ARE REDEEMED                        1 year     3 years    5 years  10 years
      Equity Income Fund - Class C                  $  274     $  539     $  928     $2,019
      Balanced Fund -  Class C                      $  310     $  649     $1,114     $2,400
      Total Return Fund - Class C                   $  280     $  557     $  959     $2,084

      IF SHARES ARE NOT REDEEMED                    1 year     3 years    5 years  10 years
      Equity Income Fund - Class C                  $  174     $  539     $  928     $2,019
      Balanced Fund -  Class C                      $  210     $  649     $1,114     $2,400
      Total Return Fund - Class C                   $  180     $  557     $  959     $2,084

</TABLE>
The date of this Supplement is June 1, 2000.
<PAGE>

                  INVESCO COMBINATION STOCK & BOND FUNDS, INC.

                Supplement to Statement of Additional Information
                             dated December 31, 1999

The  investment  chart at the end of the section of the  Statement of Additional
Information entitled  "Investment  Restrictions" is hereby amended to (1) delete
the chart in its entirety and (2) substitute the following in its place:


     =======================================================================
       INVESTMENT     BALANCED           EQUITY INCOME        TOTAL RETURN
     =======================================================================
       DEBT           Normally, at       Normally, up         Normally, a
       SECURITIES     least 25%          to 35%               minimum of 30%
                      (investment grade                       (investment
                      only)                                   grade only)
     -----------------------------------------------------------------------
       EQUITY         Normally, 50% to   Normally, 65% in     Normally, a
       SECURITIES     70% common stock   dividend-paying      minimum of 30%;
                                         common stock; Up     the remainder
                                         to 30% in non-       will  vary
                                         dividend             with market
                                         paying stocks        conditions
      ----------------------------------------------------------------------
       FOREIGN        Up to 25%          Up to 25% (must      Up to 25%
       SECURITIES                        be dominated
       (Percentages                      and pay interest
       exclude ADRs                      in U.S. dollars)
       and Canadian
       issuers)
     =======================================================================

The section of the Statement of Additional  Information  entitled "Management of
the Funds Administrative  Services Agreement" is amended to (1) delete the third
paragraph and (2) substitute the following in its place:

      As full  compensation  for  services  provided  under  the  Administrative
      Services Agreement,  each 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% of the  average  net
      assets of Total  Return  Fund and  0.045%  of the  average  net  assets of
      Balanced Fund and Equity Income Fund.  Prior to June 1, 2000, the rate was
      0.015% for Equity Income Fund.

The section of the Statement of Additional  Information  entitled "Management of
the Funds Transfer Agency Agreement" is amended to (1) delete the first sentence
of the second paragraph and (2) substitute the following in its place:

      The  Transfer  Agency  Agreement  provides  that each Fund pays INVESCO an
      annual fee of $22.50 per shareholder  account,  or, where applicable,  per
      participant  in an omnibus  account.  Prior to June 1, 2000,  this fee was
      $20.00.

This Supplement supercedes the Supplement dated January 26, 2000.

The date of this Supplement is June 1, 2000.



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