INVESCO SPECIALTY FUNDS INC
497, 1995-04-21
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                        INVESCO SPECIALTY FUNDS, INC.


                         Supplement to Prospectus of
                   INVESCO Worldwide Capital Goods Fund and
                    INVESCO Worldwide Communications Fund
                           dated February 15, 1995


The section of the Funds'  Prospectus  entitled "The Funds and Their Management"
is amended to delete the fourth  paragraph of the section and add the  following
new paragraph in its place:

      Capital Goods Fund
      Albert M. Grossi

            Portfolio  manager  of the Fund  since  1995;  portfolio  manager of
      INVESCO  Trust  Company;  formerly,  portfolio  manager/senior  analyst of
      Westinghouse  Pension  Investments  Corp.  (1988 to 1995);  retail  equity
      marketing coordinator for E. F. Hutton (1981 to 1988);  securities analyst
      for  Shearson  American  Express  (1975 to 1981);  securities  analyst for
      Mutual Benefit Life Insurance (1974 to 1975); M.B.A.,  Rutgers University;
      B.A., Rutgers University.

The date of this Supplement is April 17, 1995.







<PAGE>

PROSPECTUS
February 15, 1995

                      INVESCO WORLDWIDE CAPITAL GOODS FUND
                     INVESCO WORLDWIDE COMMUNICATIONS FUND

      INVESCO  Worldwide  Capital Goods Fund (the "Capital Goods Fund") seeks to
achieve capital appreciation by investing, under normal circumstances,  at least
65% of its total assets in companies  that are primarily  engaged in the design,
development, manufacture,  distribution, sale or service of capital goods, or in
the  mining,  processing,  manufacture  or  distribution  of raw  materials  and
intermediate goods used by industry and agriculture.

      INVESCO Worldwide Communications Fund (the "Communications Fund") seeks to
achieve a high total  return on  investment  through  capital  appreciation  and
current  income by investing,  under normal  circumstances,  at least 65% of its
total assets in companies that are primarily engaged in the design, development,
manufacture,  distribution or sale of communications  services and equipment. Up
to 35% of the  Communications  Fund's  assets  will be  invested,  under  normal
circumstances,  in companies  that are engaged in  developing,  constructing  or
operating   infrastructure  projects  throughout  the  world,  or  in  supplying
equipment or services to such companies.

      Under  normal  circumstances,  each Fund  will  invest at least 65% of its
total assets in issuers domiciled in at least three countries,  one of which may
be the United States, although the Funds' investment adviser expects each Fund's
investments to be allocated  among a larger number of countries.  The percentage
of each Fund's  assets  invested in United  States  securities  normally will be
higher than that invested in securities  issued by companies in any other single
country.  However,  it is possible  that at times a Fund may have 65% or more of
its total assets invested in foreign securities.  The Funds have adopted certain
investment  policies which may expose the Funds to increased risks or costs. See
"Risk Factors" and "Investment Objectives and Polices-Portfolio Turnover."

      Each Fund is a series of INVESCO Specialty Funds, Inc. (the "Company"),  a
diversified, managed, no-load mutual fund consisting of four separate portfolios
of investments.  Separate  prospectuses  are available upon request from INVESCO
Funds Group, Inc. for the Company's other funds,  INVESCO European Small Company
Fund and INVESCO Latin American  Growth Fund.  Investors may purchase  shares of
any or all of the Funds. Additional funds may be offered in the future.

      This  Prospectus  provides you with the basic  information you should know
before  investing in the Capital Goods Fund or  Communications  Fund. You should
read it and keep it for future reference.  A Statement of Additional Information
containing  further  information  about  the  Funds  has  been  filed  with  the
Securities and Exchange Commission. You can obtain a copy without


<PAGE>



charge by writing  INVESCO Funds Group,  Inc.,  Post Office Box 173706,  Denver,
Colorado 80217-3706; or by calling 1-800-525-8085.

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.  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.

THE  STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  FEBRUARY 15, 1995, IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.





<PAGE>



                               TABLE OF CONTENTS
                                                                            Page


      ANNUAL FUND EXPENSES                                                   7

      FINANCIAL HIGHLIGHTS                                                   9

      PERFORMANCE DATA                                                      10

      INVESTMENT OBJECTIVES AND POLICIES                                    10

      RISK FACTORS                                                          16

      THE FUNDS AND THEIR MANAGEMENT                                        18

      HOW SHARES CAN BE PURCHASED                                           21

      SERVICES PROVIDED BY THE FUNDS                                        23

      HOW TO REDEEM SHARES                                                  26

      DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES                      27

      ADDITIONAL INFORMATION                                                28



<PAGE>



ANNUAL FUND EXPENSES

      The Funds are no-load;  there are no fees to purchase,  exchange or redeem
shares. The Funds, however, are authorized to pay a distribution fee pursuant to
Rule 12b-1 under the  Investment  Company  Act of 1940.  (See "How Shares Can Be
Purchased--Distribution  Expenses.") Lower expenses benefit Fund shareholders by
increasing the Funds' total return.

                                                Capital Goods     Communications
                                                          Fund              Fund
Shareholder Transaction Expenses
Sales load "charge" on purchases                      None              None
Sales load "charge" on reinvested dividends           None              None
Redemption fees                                       None              None
Exchange fees                                         None              None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee                                        0.65%             0.65%
12b-1 Fees                                            0.25%             0.25%
Other Expenses                                        1.10%             1.10%
   (after voluntary expense limitation)(1)
   Transfer Agency Fee(2)                    0.40%             0.40%
   General Services, Administrative          0.70%             0.70%
     Services, Registration, Postage(3)
   Total Fund Operating Expenses                      2.00%             2.00%
     (after voluntary expense limitation)(1)

      (1) Based on estimated expenses for the current fiscal year. If necessary,
certain Fund expenses will be absorbed voluntarily for at least the first fiscal
year of the Funds'  operations  in order to ensure that  expenses  for each Fund
will not exceed 2.00% of each Fund's average net assets pursuant to an agreement
between each Fund,  INVESCO  Funds Group,  Inc. and INVESCO  Trust Company under
which all expenses of each Fund above that amount will be split  evenly  between
these two companies.  If such voluntary  expense limit were not in effect,  each
Fund's  Other  Expenses  and Total Fund  Operating  Expenses for the fiscal year
ending July 31, 1995 are estimated to be 1.37% and 2.27%, respectively,  of each
Fund's average net assets.  Actual  expenses are not provided  because the Funds
did not commence operations until August 1, 1994.

      (2) Consists of the transfer agency fee described under
"Additional Information - Transfer and Dividend Disbursing Agent."

      (3)  Includes,  but is not  limited to,  fees and  expenses of  directors,
custodian bank, legal counsel and auditors, a securities pricing service,  costs
of administrative services furnished under an Administrative Services Agreement,
costs of  registration  of Fund  shares  under  applicable  laws,  and  costs of
printing and distributing reports to shareholders.



<PAGE>



Example

      A shareholder would pay the following  expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

                                                             1 Year      3 Years
      Capital Goods Fund                    $21         $63
      Communications Fund                   $21         $63

      The purpose of the foregoing table is to assist investors in understanding
the various  costs and expenses that an investor in the Funds will bear directly
or indirectly.  Such expenses are paid from the respective  Fund's assets.  (See
"The Funds and Their  Management.")  The above figures are estimates,  since the
Funds did not commence a public offering of securities until August 1, 1994. The
Funds charge no sales loads,  redemption  fees,  or exchange  fees.  The Example
should not be considered a representation of past or future expenses, and actual
expenses may be greater or less than those shown.  The assumed 5% annual  return
is hypothetical and should not be considered a representation  of past or future
annual returns, which may be greater or less than the assumed amount.

      As a result of the 0.25% Rule 12b-1 fee paid by each Fund,  investors  who
own  Fund  shares  for a long  period  of time 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.

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding throughout the Period)

      The following information is unaudited. This information should be read in
conjunction  with  unaudited  financial   statements  appearing  in  the  Funds'
Statement  of  Additional  Information,  which is  available  without  charge by
contacting  INVESCO Funds Group,  Inc. at the address or telephone  number shown
below.


                                                    Worldwide          Worldwide
                                                Capital Goods     Communications
                                                         Fund               Fund

PER SHARE DATA
Net Asset Value-- Beginning of Period                $10.00             $10.00
                                                  ---------          ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss)                         (0.01)               0.03
Net Gains or (Losses) on Securities
  (Both Realized and Unrealized)                     (0.46)               0.54
Total from Investment Operations                     (0.47)               0.57
                                                  ---------          ---------
Net Asset Value-- End of Period                       $9.53             $10.57
                                                  =========          =========
TOTAL RETURN                                       (4.70%)*             5.70%*

RATIOS
Net Assets-- End of Period ($000 Omitted)            $3,992            $15,104
Ratio of Expenses to Average Net Assets#             0.67%*             0.67%*
Ratio of Net Investment Income (Loss) to
  Average Net Assets#                              (0.08%)*             0.55%*
Portfolio Turnover Rate                                25%*               48%*

* These amounts are based on operations  for the period shown and,  accordingly,
are not representative of a full year.

# Various expenses of Worldwide Capital Goods and Worldwide Communications Funds
were voluntarily absorbed by IFG for the period ended November 30, 1994. If such
expenses had not been voluntarily  absorbed,  unannualized  ratio of expenses to
average  net  assets  would  have  been  1.28%  and  0.79%,  respectively,   and
unannualized  ratio of net investment  income (loss) to average net assets would
have been (0.69%) and 0.43%, respectively.

      Further  information  about the performance of the Funds will be contained
in the Company's  Annual Report to  Shareholders,  which may be obtained without
charge by writing INVESCO Funds Group, Inc., P.O. Box 173706,  Denver,  Colorado
80217-3706; or by calling 1-800- 525-8085. Copies of the 1995 annual report will
be available on or about September 30, 1995.


<PAGE>



PERFORMANCE DATA

      From time to time,  the Funds  advertise  their total return  performance.
These figures are based upon historical  investment results and are not intended
to  indicate  future  performance.  The "total  return" of a 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. Thus, any given report of total
return  performance  should  not  be  considered  as  representative  of  future
performance.  The Funds charge no sales loads, redemption fees, or exchange fees
which would affect the total return computation.

      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Funds,  comparative  data between the Funds'  performance  for a
given period and recognized  indices of investment  results for the same period,
and/or  assessments  of the quality of shareholder  service,  may be provided to
shareholders.  Such  indices  include  indices  provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services,  Inc., Lehman Brothers,  National
Association of Securities Dealers Automated  Quotations,  Frank Russell Company,
Value Line  Investment  Survey,  the American  Stock  Exchange,  Morgan  Stanley
Capital International,  Wilshire 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.  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,  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
advertising.  The Lipper  Analytical  Services,  Inc.  mutual fund  rankings and
comparisons,  which may be used by the  Funds in  performance  reports,  will be
drawn from the "Global  Funds" Lipper mutual fund  grouping,  in addition to the
broad-based Lipper general fund grouping.

INVESTMENT OBJECTIVES AND POLICIES

INVESCO WORLDWIDE CAPITAL GOODS FUND

      INVESCO Worldwide Capital Goods Fund seeks to achieve capital appreciation
by investing,  under normal  circumstances,  at least 65% of its total assets in
companies that are primarily  engaged in the design,  development,  manufacture,
distribution,  sale or service of capital goods,  or in the mining,  processing,
manufacture,  or  distribution of raw materials and  intermediate  goods used by
industry and agriculture.  The foregoing investment objective is fundamental and
may not be changed in any material  respect  without the approval of the Capital
Goods Fund's shareholders. Capital goods include finished products and equipment
used by industrial


<PAGE>



and agricultural firms, such as industrial  machinery,  construction  equipment,
computers,  software,  farm  equipment,  office  equipment,  and  electrical and
telecommunications  equipment,  as well as components and sub-assemblies of such
products. Raw materials and intermediate goods include chemicals, timber, paper,
metals, textiles, cement, gypsum and other commodities.

INVESCO WORLDWIDE COMMUNICATIONS FUND

      INVESCO Worldwide Communications Fund seeks to achieve a high total return
on investment  through  capital  appreciation  and current  income by investing,
under normal  circumstances,  at least 65% of its total assets in companies that
are primarily engaged in the design, development,  manufacture,  distribution or
sale  of  communications  services  and  equipment.   The  foregoing  investment
objective is fundamental and may not be changed in any material  respect without
the approval of the Communications Fund's shareholders.  The Communications Fund
may invest in companies involved in services and products such as long distance,
local and


<PAGE>



cellular telephone  service;  wireless  communications  systems such as personal
communications  networks,  paging and special mobile radio;  local and wide area
networks;   fiber  optic  transmission;   satellite   communication;   microwave
transmission;   television  and  movie  programming;   broadcasting;  and  cable
television.


<PAGE>




      Up to 35% of the  Communications  Fund's  assets will be  invested,  under
normal circumstances, in companies that are engaged in developing,  constructing
or  operating  infrastructure  projects  throughout  the world,  or in supplying
equipment  or  services  to  such  companies.  Infrastructure  projects  include
communications  systems  such as  those  described  above,  as well as  electric
utilities,   water  and  sewer   projects,   natural  gas  and  oil   pipelines,
environmental  projects,  housing, and transportation projects such as airports,
railroads, highways, bridges and ports.

Investment Policies Applicable to Both Funds

      Each Fund has a policy regarding concentration of its investments which is
fundamental and may not be changed without the approval of the respective Fund's
shareholders.  The Capital Goods Fund will  concentrate its  investments  (i.e.,
invest more than 25% of its total  assets) in the capital  goods,  raw materials
and intermediate goods industries  described above. The Communications Fund will
concentrate its investments (i.e.,  invest more than 25% of its total assets) in
the  communications  industries  described  above. A particular  company will be
deemed  to be  primarily  engaged  in the  group of  industries  designated  for
investment by a Fund if, in the determination of the Funds'  investment  adviser
and sub- adviser (collectively,  "Fund Management"),  more than 50% of its gross
income or net sales are derived from  activities in such industries or more than
50% of its  assets  are  dedicated  to the  production  of  revenues  from  such
industries. In circumstances where, based on available financial information,  a
question  exists  whether a company meets one of these  standards,  the Fund may
invest


<PAGE>



in equity securities of such company only if Fund Management  determines,  after
review of information  describing the company and its business activities,  that
the company's primary business is within the group of industries  designated for
investment by that Fund, as such industries are described above.

      Under  normal  circumstances,  each Fund  will  invest at least 65% of its
total assets in issuers domiciled in at least three countries,  one of which may
be the United States,  although Fund Management  expects each Fund's investments
to be allocated  among a larger  number of  countries.  The  percentage  of each
Fund's assets invested in United States securities  normally will be higher than
that  invested in  securities  issued by companies in any other single  country.
However,  it is possible  that at times a Fund may have 65% or more of its total
assets invested in foreign securities. Investments in foreign securities involve
certain risks which are discussed below under "Risk Factors."

      Under  normal  conditions,  each  Fund  will  invest  primarily  in equity
securities  (common  stocks  and,  to a  lesser  degree,  preferred  stocks  and
securities  convertible  into  common  stocks,  such  as  rights,  warrants  and
convertible debt  securities).  In selecting the equity  securities in which the
Funds  invest,   Fund  Management  attempts  to  identify  companies  that  have
demonstrated or, in Fund Management's  opinion, are likely to demonstrate in the
future, strong earnings growth relative to other companies in the same industry.
The dividend payment records of companies are also considered. Equity securities
may be issued by either established, well-capitalized companies or newly-formed,
small-cap companies, and may trade on regional or national stock exchanges or in
the  over-the-counter  market.  The risks of investing  in small  capitalization
companies are discussed below under "Risk Factors."

      Consistent with their investment objectives,  the Funds also may invest in
fixed-income  securities  (corporate  bonds,  commercial  paper, debt securities
issued by the U.S. government,  its agencies and  instrumentalities,  or foreign
governments and, to a lesser extent,  municipal bonds,  asset-backed  securities
and zero  coupon  bonds).  Each  Fund may  invest  no more than 15% of its total
assets in debt  securities that are rated below BBB by Standard & Poor's Ratings
Group ("Standard & Poor's) or Baa by Moody's Investors Service, Inc. ("Moody's")
or, if unrated,  they are judged by Fund  Management to be equivalent in quality
to debt securities having such ratings  (commonly  referred to as "junk bonds").
In no event  will a Fund  ever  invest  in a debt  security  rated  below CCC by
Standard & Poor's or Caa by Moody's.  The risks of investing in lower rated debt
securities are discussed below under "Risk Factors."

      Each  Fund may  invest  up to 35% of its total  assets  in  securities  of
companies that are engaged in businesses  outside the field of business activity
in which at least 65% of the Fund's total assets is invested.  These investments
may include equity  securities or fixed-income  securities  selected to meet the
Capital


<PAGE>



Goods Fund's investment  objective of capital appreciation or the Communications
Fund's objective of achieving a high total return on investment  through capital
appreciation and current income,  as the case may be. Such equity securities may
be issued by either  established,  well-capitalized  companies or  newly-formed,
small-cap companies, and may trade on regional or national stock exchanges or in
the over-the-counter  market. Such fixed-income securities must meet the quality
standards  described  above.  These equity and  fixed-income  securities  may be
issued  by  either  U.S.  or  foreign  companies  or  governments.  The risks of
investing in lower rated debt securities and in foreign securities are discussed
below under "Risk  Factors."  In  addition,  the Funds may hold certain cash and
cash equivalent securities as cash reserves ("cash securities").

      The amount  invested in stocks,  bonds and cash  securities  may be varied
from time to time,  depending  upon Fund  Management's  assessment  of business,
economic  and market  conditions.  In periods of  abnormal  economic  and market
conditions,  as determined by Fund  Management,  either Fund may depart from its
basic investment  objective and assume a temporary  defensive  position,  with a
larger portion of its assets invested in U.S.  government and agency securities,
investment   grade   corporate   bonds  or  cash  securities  such  as  domestic
certificates  of deposit and banker's  acceptances,  repurchase  agreements  and
commercial  paper. The Funds reserve the right to hold equity,  fixed income and
cash  securities  in whatever  proportion  is deemed  desirable  at any time for
defensive purposes.  While a Fund is in a defensive position, the opportunity to
achieve capital appreciation will be limited; however, the ability to maintain a
defensive  position  enables the Funds to seek to avoid  capital  losses  during
market  downturns.  Under normal market  conditions,  the Funds do not expect to
have a substantial portion of their assets invested in cash securities.

      In order to hedge  their  portfolios,  the  Funds may  purchase  and write
options  on  securities   (including   index  options  and  options  on  foreign
securities),  and may invest in futures  contracts  for the  purchase or sale of
foreign currencies,  fixed-income  securities and instruments based on financial
indices  (collectively,  "futures  contracts"),  options on  futures  contracts,
forward  contracts and interest rate swaps and swap-related  products.  Interest
rate swaps involve the exchange by a Fund with another party of their respective
commitments  to pay or receive  interest,  e.g.,  an exchange  of floating  rate
payments for fixed rate payments. These practices and securities,  some of which
are known as  derivatives,  and their  risks are  discussed  below  under  "Risk
Factors" and in the Statement of Additional Information.

      Additional  information on certain of the types of securities in which the
Funds may invest is set forth below:

U.S. Government and Agency Securities

      Investments in U.S. government securities may consist of
securities issued or guaranteed by the United States government and


<PAGE>



any agency or instrumentality  of the United States  government.  In some cases,
these  securities are direct  obligations of the U.S.  government,  such as U.S.
Treasury  bills,   notes  and  bonds.  In  other  cases,  these  securities  are
obligations  guaranteed  by the U.S.  government,  such as  Government  National
Mortgage Association obligations, or obligations of U.S. government authorities,
agencies  or   instrumentalities,   such  as  the  Federal   National   Mortgage
Association,  Federal Home Loan Bank,  Federal  Financing  Bank and Federal Farm
Credit Bank, which are supported only by the assets of the issuer.

When-Issued Securities

      Each Fund may make  commitments  in an amount of up to 10% of the value of
its total assets at the time any  commitment  is made to purchase or sell equity
or debt securities on a when-issued or delayed delivery basis (i.e.,  securities
may be purchased or sold by the Fund with settlement taking place in the future,
often a month or more later).  The payment  obligation  and, in the case of debt
securities,  the interest rate that will be received on the securities generally
are fixed at the time the Fund  enters  into the  commitment.  During the period
between purchase and settlement,  no payment is made by the Fund and no interest
accrues to the Fund. At the time of settlement, the market value of the security
may be more or less than the purchase price, and the Fund bears the risk of such
market value fluctuations. Each Fund maintains cash, U.S. government securities,
or other  high-grade debt  obligations  readily  convertible into cash having an
aggregate  value  equal  to  the  amount  of  such  purchase  commitments,  in a
segregated account with its custodian until payment is made.

Illiquid and Rule 144A Securities

      The  Funds are  authorized  to invest  in  securities  which 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, a Fund will not purchase
any such  security if the purchase  would cause the Fund to invest more than 15%
of its net assets,  measured at the time of  purchase,  in illiquid  securities.
Repurchase  agreements  maturing in more than seven days will be  considered  as
illiquid for purposes of this  restriction.  Investments in illiquid  securities
involve certain risks to the extent that a 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, a 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


<PAGE>



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 the adviser 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.

Repurchase Agreements

      The  Funds may enter  into  repurchase  agreements  with  respect  to debt
instruments  eligible for investment by the Funds.  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.  A
repurchase  agreement,  which may be  considered a "loan"  under the  Investment
Company Act of 1940,  is a means of investing  monies for a short  period.  In a
repurchase  agreement,  a 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).  In the event that the  original
seller  defaults on its  obligation to repurchase  the security,  the Fund could
incur costs or delays in seeking to sell such  security.  To minimize  risk, the
securities  underlying  each  repurchase  agreement will be maintained  with the
Fund'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.  A Fund  will not enter  into a  repurchase
agreement  maturing  in more than seven days if as a result more than 15% of its
net assets would be invested in such  repurchase  agreements  and other illiquid
securities.  The Funds  have not  adopted  any limit on the  amount of their net
assets that may be invested in repurchase  agreements  maturing in seven days or
less.

Securities Lending

      The Funds also may lend their  securities to qualified  brokers,  dealers,
banks, or other financial institutions.  This practice permits the Funds to earn
income,  which,  in turn,  can be invested in additional  securities of the type
described in this  Prospectus  in pursuit of the Funds'  investment  objectives.
Loans of securities by a Fund will be collateralized by cash, letters of credit,
or securities issued or guaranteed by the U.S.  government or its agencies equal
to at  least  100%  of  the  current  market  value  of the  loaned  securities,
determined  on a daily  basis.  Cash  collateral  will be invested  only in high
quality short-term  investments  offering maximum liquidity.  Lending securities
involves  certain  risks,  the most  significant  of  which  is the risk  that a
borrower  may  fail to  return a  portfolio  security.  The  Funds  monitor  the
creditworthiness  of borrowers in order to minimize such risks.  A Fund will not
lend any security if, as a result of the


<PAGE>



loan, the aggregate value of securities then on loan would exceed 33-1/3% of the
Fund's total assets (taken at market value).

Portfolio Turnover

      There are no fixed limitations regarding portfolio turnover for the Funds'
portfolios.  Although the Funds do not trade for short-term profits,  securities
may be sold  without  regard to the time they have been held in a Fund when,  in
the opinion of Fund Management,  investment  considerations warrant such action.
In addition,  portfolio turnover rates may increase as a result of large amounts
of purchases  or  redemptions  of Fund shares due to  economic,  market or other
factors that are not within the control of Fund Management.  As a result,  while
it is anticipated  that the portfolio  turnover rates for the Funds'  portfolios
generally will not exceed 200%, under certain market  conditions these portfolio
turnover rates may exceed 200%.  Increased portfolio turnover would cause a Fund
to incur  greater  brokerage  costs than would  otherwise  be the case,  and may
result in the  acceleration of capital gains which are taxable when  distributed
to  shareholders.  The  Funds'  portfolio  turnover  rates are set  forth  under
"Financial Highlights" and, along with the Funds' brokerage allocation policies,
are discussed in the Statement of Additional Information.

Investment Restrictions

      The Funds  are  subject  to a  variety  of  restrictions  regarding  their
investments  that  are set  forth in this  Prospectus  and in the  Statement  of
Additional  Information.  Certain  of the  Funds'  investment  restrictions  are
fundamental,  and may not be altered  without  the  approval  of the  respective
Fund's  shareholders.  Such  fundamental  investment  restrictions  include  the
restrictions  which prohibit a Fund from: lending more than 33-1/3% of its total
assets  to  other  parties  (excluding   purchases  of  commercial  paper,  debt
securities and repurchase agreements);  with respect to 75% of its total assets,
purchasing  the  securities  of any  one  issuer  (other  than  cash  items  and
government securities) if the purchase would cause the Fund to have more than 5%
of its  total  assets  invested  in the  issuer  or to own more  than 10% of the
outstanding  voting  securities of the issuer;  and  borrowing  money or issuing
senior securities except that a Fund may borrow money for temporary or emergency
purposes  (not  for  leveraging  or  investment)  and  may  enter  into  reverse
repurchase  agreements in an aggregate amount not exceeding 33-1/3% of its total
assets.  However, unless otherwise noted, the Funds' investment restrictions and
their  investment  policies are not  fundamental and may be changed by action of
the  Company's  board of  directors.  Unless  otherwise  noted,  all  percentage
limitations  contained in the Funds' investment  policies and restrictions apply
at the time an investment is made. Thus,  subsequent  changes in the value of an
investment  after  purchase or in the value of the Funds'  total assets will not
cause any such limitation to have been violated or to require the disposition of
any investment, except as otherwise required by law. If the credit ratings of an
issuer are lowered below those specified for


<PAGE>



investment  by  the  Funds,  the  Funds  are  not  required  to  dispose  of the
obligations  of that  issuer.  The  determination  of  whether  to sell  such an
obligation  will be made by Fund  Management  based upon an assessment of credit
risk and the prevailing market price of the investment. If a Fund borrows money,
its share price may be subject to greater  fluctuation  until the  borrowing  is
repaid.  Each Fund  attempts to minimize  such  fluctuations  by not  purchasing
additional securities when borrowings,  including reverse repurchase agreements,
are greater than 5% of the value of the Fund's total  assets.  As a  fundamental
policy in  addition  to the  above,  each Fund  may,  notwithstanding  any other
investment policy or limitation (whether or not fundamental),  invest all of its
assets in the securities of a single open-end management investment company with
substantially  the  same  fundamental   investment   objectives,   policies  and
limitations as the Fund. See "Additional Information- Master/Feeder Option."

RISK FACTORS

      There can be no  assurance  that the Funds will achieve  their  investment
objectives.  The Funds' investments in common stocks and other equity securities
may,  of  course,  decline  in value.  The Funds'  investments  in  fixed-income
securities  generally  are subject to both credit risk and market  risk.  Credit
risk  relates  to the  ability  of the  issuer  to meet  interest  or  principal
payments,  or both,  as they come due.  Market risk relates to the fact that the
market values of the debt securities in which the Fund invests generally will be
affected  by changes in the 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.  Although  the
Funds'  investment   adviser  limits  the  Funds'  investments  in  fixed-income
securities to securities it believes are not highly  speculative,  both kinds of
risk are  increased by investing  in debt  securities  rated below the top three
grades by Standard & Poor's or Moody's or, if unrated,  securities determined by
the Funds'  adviser to be of equivalent  quality.  Although  bonds in the lowest
investment  grade debt category  (those rated BBB by Standard & Poor's or Baa by
Moody's)  are  regarded  as having  adequate  capability  to pay  principal  and
interest, they have speculative characteristics.  Adverse economic conditions or
changing  circumstances  are more likely to lead to a weakened  capacity to make
principal and interest  payments than is the case for higher rated bonds.  Lower
rated bonds by Moody's  (categories  Ba, B, Caa) are of poorer  quality and also
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 likely will have some quality and  protective  characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse


<PAGE>



conditions.  For a specific  description of each corporate bond rating category,
please refer to Appendix B to the Statement of Additional Information.

Industry Concentration

      While the Funds diversify their investments by investing,  with respect to
75% of their  total  assets,  not  more  than 5% of their  total  assets  in the
securities of any one issuer,  Fund Management  normally will invest each Fund's
assets  primarily  in  companies  engaged in the  particular  fields of business
activity  designated for investment by that Fund. As a result of this investment
policy, an investment in a Fund may be subject to greater  fluctuations in value
than  generally  would be the case if an  investment  were made in an investment
company that did not concentrate  its  investments in a similar manner.  Certain
economic factors or specific events may exert a disproportionate impact upon the
prices of equity  securities of companies within a particular  industry relative
to their  impact on the  prices of  securities  of  companies  engaged  in other
industries. For example, the success of the companies in which the Capital Goods
Fund may invest is closely related to overall capital spending  levels.  Capital
spending is influenced by broad factors such as economic cycles, interest rates,
technological obsolescence,  foreign competition and governmental regulation, as
well as individual  company factors such as  profitability.  The  Communications
Fund  may  invest  in  companies  that  are  developing  new  technologies  and,
accordingly, are subject to the risks of intense competition,  failure to obtain
adequate  financing  or  necessary   regulatory   approvals  and  rapid  product
obsolescence.  In addition,  the types of companies in which the  Communications
Fund may invest  generally  are subject to  substantial  government  regulation.
Companies  engaged in  infrastructure  projects  are  subject to various  risks,
including  difficulties  in securing  financing for large projects and costs and
delays resulting from environmental considerations.  In addition, changes in the
market price of the equity  securities of a particular  company which occupies a
dominant  position in an industry  may tend to  influence  the market  prices of
other companies within the same industry.  As a result of the foregoing factors,
an  investment  in one or  both of the  Funds  may not  constitute  a  complete,
balanced investment program.

Foreign Securities

      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 risk (i.e., changes in the value
of the currencies in which the securities are denominated relative
to the U.S. dollar).  In a period when the U.S. dollar generally
rises against foreign currencies, the returns on foreign securities
for a U.S. investor are diminished.  By contrast, in a period when
the U.S. dollar generally declines, the returns on foreign
securities generally are enhanced.



<PAGE>



      Other risks and  considerations  of  international  investing  include the
following: differences in accounting, auditing and financial reporting standards
which may  result  in less  publicly  available  information  than is  generally
available with respect to U.S.  issuers;  generally  higher  commission rates on
foreign  portfolio  transactions  and longer  settlement  periods;  the  smaller
trading volumes and generally  lower  liquidity of foreign stock markets,  which
may result in greater price volatility;  foreign  withholding taxes payable on a
Fund's  foreign  securities,   which  may  reduce  dividend  income  payable  to
shareholders; the possibility of expropriation or confiscatory taxation; adverse
changes in investment or exchange  control  regulations;  political  instability
which could affect U.S. investment in foreign countries;  potential restrictions
on the flow of international capital; and the possibility of a Fund experiencing
difficulties  in pursuing legal remedies and  collecting  judgments.  The Fund's
investments  in  foreign  securities  may  include   investments  in  developing
countries. Many of these securities are speculative and their prices may be more
volatile than those of securities  issued by companies located in more developed
countries.

Small Capitalization Companies

      The Funds may invest in equity securities  issued by small-cap  companies.
The Funds' investments in small capitalization stocks may include companies that
have limited  operating  histories,  product lines, and financial and managerial
resources.  These  companies may be subject to intense  competition  from larger
companies,  and their  stock may be  subject to more  abrupt or  erratic  market
movements than the stocks of larger,  more established  companies.  Due to these
and other factors,  small cap companies may suffer significant losses as well as
realize substantial growth.

Futures, Options and Other Derivative Instruments

      The use of futures, options, forward contracts and swaps exposes the Funds
to additional  investment risks and transaction  costs. If Fund Management seeks
to protect the Funds  against  potential  adverse  movements in the  securities,
foreign  currency or interest  rate markets  using these  instruments,  and such
markets do not move in a direction adverse to the Funds, the Funds could be left
in a less favorable  position than if such  strategies had not been used.  Risks
inherent in the use of futures, options, forward contracts and swaps include (1)
the risk that interest rates,  securities  prices and currency  markets will not
move in the directions anticipated;  (2) imperfect correlation between the price
of futures,  options and forward  contracts  and  movements in the prices of the
securities  or currencies  being hedged;  (3) the fact that skills needed to use
these strategies are different from those needed to select portfolio securities;
(4) the  possible  absence  of a  liquid  secondary  market  for any  particular
instrument  at any time;  and (5) the possible need to defer closing out certain
hedged positions to avoid adverse tax consequences.  Further  information on the
use of futures, options, forward foreign currency contracts


<PAGE>



and swaps and swap-related products, and the associated risks, is
contained in the Statement of Additional Information.

THE FUNDS AND THEIR MANAGEMENT

      The Company is a no-load mutual fund,  registered  with the Securities and
Exchange Commission as an open-end, diversified,  management investment company.
It was incorporated on April 12, 1994,  under the laws of Maryland.  The overall
supervision  of each  Fund  is the  responsibility  of the  Company's  board  of
directors.

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

      The following  individuals  serve as portfolio  managers for the Funds and
are primarily responsible for the day-to-day management of the Funds' portfolios
of securities:

Capital Goods Fund

Jerry W. Mill, C.F.A.         Portfolio manager of the Fund since 1994;
                              vice president (1993 to present),
                              portfolio manager (1990 to present) and
                              research analyst (1985 to 1990) of
                              INVESCO Trust Company; began investment
                              career in 1985; B.A., University of
                              California, Berkeley; M.B.A., University
                              of Denver; Chartered Financial Analyst.

Communications Fund

Brian F. Kelly                Portfolio manager of the Fund since 1994;
                              portfolio manager of INVESCO Strategic
                              Utilities Portfolio and INVESCO VIF-
                              Utilities Portfolio, and co-portfolio
                              manager of INVESCO Balanced Fund;
                              portfolio manager (1993 to present) and
                              vice president (1994 to present) of
                              INVESCO Trust Company; formerly (1986 to
                              1993), senior equity investment analyst
                              with Sears Investment Management Company;
                              B.A., University of Notre Dame; M.B.A.
                              and J.D., University of Iowa; Certified
                              Public Accountant.

      INVESCO is an indirect wholly-owned subsidiary of INVESCO PLC. INVESCO PLC
is a financial holding company which,  through its subsidiaries,  engages in the
business  of  investment  management  on an  international  basis.  INVESCO  was
established  in 1932 and,  as of November  30,  1994,  managed 14 mutual  funds,
consisting of 36


<PAGE>



separate  portfolios,  with  combined  assets of  approximately  $9.1 billion on
behalf of over 830,000 shareholders.

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"), 7800 E. Union Avenue,  Denver,  Colorado,  serves as the sub-adviser to
each Fund.  INVESCO  Trust,  a trust company  founded in 1969, is a wholly-owned
subsidiary  of INVESCO that served as adviser or  sub-adviser  to 35  investment
portfolios  as of November 30,  1994,  including  27  portfolios  in the INVESCO
group. These 35 portfolios had aggregate assets of approximately $8.4 billion as
of November 30, 1994. 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.  INVESCO  Trust,
subject to the  supervision of INVESCO,  is primarily  responsible for selecting
and managing the Funds' investments.  Although the Company is not a party to the
sub-advisory  agreement,  the agreement has been approved by INVESCO as the then
sole shareholder of the Company.

      Each  Fund  pays  INVESCO a  monthly  advisory  fee which is based  upon a
percentage of the average net assets of each Fund, determined daily. The maximum
advisory  fee is computed at the annual rate of 0.65% of the first $500  million
of each Fund's average net assets, 0.55% of the next $500 million of each Fund's
average net assets and 0.45% of each Fund's average net assets over $1 billion.
      Out of its  advisory  fee which it receives  from the Funds,  INVESCO pays
INVESCO Trust,  as sub-adviser to the Funds, a monthly fee, which is computed at
the annual rate of 0.325% of the first $500  million of each Fund's  average net
assets,  0.275% of the next $500  million of each Fund's  average net assets and
0.225% of each Fund's average net assets in excess of $1 billion. No fee is paid
by the Funds to INVESCO Trust.

      The Company also has entered  into an  Administrative  Services  Agreement
(the  "Administrative  Agreement") with INVESCO.  Pursuant to the Administrative
Agreement,  INVESCO performs certain administrative,  recordkeeping and internal
sub-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
sub-accounting  and  recordkeeping   services  for  Fund  shareholder   accounts
maintained by certain  retirement and employee  benefit plans for the benefit of
participants  in such plans.  For such  services,  each Fund pays  INVESCO a fee
consisting of a base fee of $10,000 per year, 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 each  Fund for  providing  transfer  agent
services. See "Additional Information."

      Each Fund's expenses, which are accrued daily, are generally deducted from
the Fund's total income before dividends are paid.


<PAGE>



These expenses include the fees of the investment  adviser,  distribution  fees,
legal,  transfer  agent,  custodian  and  auditor's  fees,  commissions,  taxes,
compensation of independent  directors,  insurance premiums,  printing and other
expenses  relating to the Fund's  operations which are not expressly  assumed by
INVESCO under its agreements with the Company.  If necessary,  certain  expenses
for each Fund will be  absorbed  by INVESCO  voluntarily  for at least the first
fiscal year of each Fund's  operations in order to ensure that each Fund's total
expenses do not exceed 2.00%.

      INVESCO,  as the Company's  investment  adviser,  or INVESCO Trust, as the
Company's  sub-adviser,  places  orders for the  purchase  and sale of portfolio
securities  with brokers and dealers  based upon  INVESCO's  evaluation of their
financial  responsibility  coupled with their ability to effect  transactions at
the best  available  prices.  The Company may market shares of the Funds through
intermediary  brokers or dealers that have entered into Dealer  Agreements  with
INVESCO, as the Company's Distributor,  under which such intermediary brokers or
dealers  generally are compensated  through the payment of continuing  quarterly
fees at an annual rate of up to 0.25% of the average  aggregate  net asset value
of outstanding Fund shares sold by such entities,  measured on each business day
during a calendar quarter. The Funds may place orders for portfolio transactions
with qualified  broker/dealers  which recommend the Funds, or sell shares of the
Funds to clients, or act as agent in the purchase of Fund shares for clients, if
management  of  the  Funds  believes  that  the  quality  of  execution  of  the
transaction and level of commission are comparable to those available from other
qualified brokerage firms.

HOW SHARES CAN BE PURCHASED

      Shares  of each Fund are sold on a  continuous  basis by  INVESCO,  as the
Funds'  Distributor,  at the net asset  value per share  next  calculated  after
receipt of a purchase  order in good form.  No sales  charge is imposed upon the
sale of shares of the Funds. To purchase shares of either or both Funds,  send a
check made  payable to INVESCO  Funds  Group,  Inc.,  together  with a completed
application form, to:

                              INVESCO Funds Group, Inc.
                             Post Office Box 173706
                          Denver, Colorado 80217-3706

      Purchase  orders must  specify the Fund in which the  investment  is to be
made.

      The minimum  initial  purchase  must be at least $1,000,  with  subsequent
investments  of  not  less  than  $50,  except  that:  (1)  those   shareholders
establishing an EasiVest or direct payroll purchase account,  as described below
in the Prospectus section entitled "Services Provided by the Funds," may open an
account  without  making any initial  investment  if they agree to make regular,
minimum purchases of at least $50; (2) Fund management may permit


<PAGE>



a lesser  amount to be invested in a Fund under a federal  income  tax-sheltered
retirement  plan (other than an IRA Account),  or under a group  investment plan
qualifying as a sophisticated  investor;  (3) those shareholders investing in an
Individual   Retirement   Account  (IRA),  or  through  omnibus  accounts  where
individual  shareholder  recordkeeping and sub-accounting are not required,  may
make initial  minimum  purchases of $250; and (4) Fund  management  reserves the
right  to  reduce  or  waive  the  minimum  purchase  requirements  in its  sole
discretion where it determines such action is in the best interests of the Fund.

      The  purchase  of Fund  shares  can be  expedited  by  placing  bank wire,
overnight  courier or telephone  orders.  Overnight courier orders must meet the
above minimum requirements.  In no case can a bank wire order or telephone order
be in an amount less than $1,000.  For further  information,  the  purchaser may
call the  Funds'  office  by using  the  telephone  number  on the cover of this
Prospectus.  Orders sent by overnight courier, including Express Mail, should be
sent to the street address,  not Post Office Box, of INVESCO Funds Group,  Inc.,
at 7800 E. Union Avenue, Suite 800, Denver, CO 80237.

      Orders  to  purchase  shares of  either  Fund can be placed by  telephone.
Shares of the  Funds  will be  issued  at the net  asset  value  per share  next
determined  after  receipt of telephone  instructions.  Payments  for  telephone
orders must be received by the respective Fund within seven business days of the
transaction.  Beginning  in June  1995,  this  period  will be  reduced  to five
business days. In the event payment is not received, the shares will be redeemed
by INVESCO and the purchaser  will be held  responsible  for any loss  resulting
from a decline in the value of the shares.  INVESCO has agreed to indemnify  the
Funds for any losses resulting from such cancellations.

      If your check does not clear, or if a telephone purchase must be cancelled
due to  nonpayment,  you  will be  responsible  for any  related  loss a Fund or
INVESCO incurs. If you are already a shareholder in the INVESCO funds, the Funds
have the option to redeem shares from any identically  registered account in the
Funds or any other INVESCO fund as reimbursement for any loss incurred. You also
may be  prohibited  or  restricted  from making  future  purchases in any of the
INVESCO funds.

      Persons who invest in the Funds through a securities broker may be charged
a  commission  or  transaction  fee for the handling of the  transaction  if the
broker so elects. Any investor may deal directly with a Fund in any transaction.
In that event, there is no such charge.

      Each Fund  reserves the right in its sole  discretion  to reject any order
for  purchase of its shares  (including  purchases  by  exchange)  when,  in the
judgment of management, such rejection is in the best interest of the Fund.



<PAGE>



      Net  asset  value per  share is  computed  once each day that the New York
Stock  Exchange  is open as of the close of  regular  trading  on that  Exchange
(generally  4:00  p.m.,  New York time) and also may be  computed  on other days
under  certain  circumstances.  Net  asset  value  per  share  for each  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 that Fund. If market quotations are not readily available,
a security  or other  asset 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 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.

      Distribution Expenses.  Each Fund is authorized under a Plan and Agreement
of Distribution  pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the  "Plan") to use its assets to finance  certain  activities  relating to the
distribution of its shares to investors. Under the Plan, monthly payments may be
made by the Fund to INVESCO to reimburse it for particular expenditures incurred
by  INVESCO  during the  rolling  12-month  period in which that month  falls in
connection  with the  distribution  of the  Fund's  shares to  investors.  These
expenditures  may  include  the  payment of  compensation  (including  incentive
compensation  and/or  continuing  compensation  based on the amount of  customer
assets  maintained  in the  Fund) to  securities  dealers  and  other  financial
institutions  and  organizations to obtain various  distribution-related  and/or
administrative  services for the Fund.  Such  services may include,  among other
things,   processing  new  shareholder  account   applications,   preparing  and
transmitting  to the Fund's  Transfer  Agent computer  processable  tapes of all
transactions  by customers,  and serving as the primary source of information to
customers in answering questions concerning the Fund and their transactions with
the Fund.

      In addition,  other reimbursable  expenditures  include those incurred for
advertising,  the preparation and distribution of sales literature,  the cost of
printing and distributing  prospectuses to prospective investors, and such other
services and  promotional  activities  for the Funds as may from time to time be
agreed  upon by the  Company  and  its  board  of  directors,  including  public
relations  efforts and  marketing  programs to  communicate  with  investors and
prospective investors.

      Under the Plan, the Company's  reimbursement  to INVESCO on behalf of each
Fund is limited to an amount  computed  at an annual  rate of 0.25 of 1% of each
Fund's  average  net  assets  during  the  month.  INVESCO  is not  entitled  to
reimbursement  for overhead  expenses  under the Plan, but may be reimbursed for
all or a portion  of the  compensation  paid for  salaries  and  other  employee
benefits for the  personnel of INVESCO whose  primary  responsibilities  involve
marketing shares of the INVESCO funds, including the Funds.


<PAGE>



Payment amounts by each Fund under the Plan, for any month,  may only be made to
reimburse or pay  expenditures  incurred  during the rolling  12-month period in
which that month falls; therefore, any reimbursable expenses incurred by INVESCO
in excess of the limitation  described  above are not  reimbursable  and will be
borne by INVESCO.  No further  payments will be made by a Fund under the Plan in
the event of its termination.  Also, any payments made by a Fund may not be used
to finance the  distribution of shares of any other fund of the Company or other
mutual fund  advised by INVESCO.  Payments  made by each Fund under the Plan for
compensation of marketing personnel,  as noted above, are based on an allocation
formula designed to ensure that all such payments are appropriate.

SERVICES PROVIDED BY THE FUNDS

      Shareholder Accounts.  INVESCO maintains a share account that reflects the
current holdings of each  shareholder.  Share  certificates  will be issued only
upon specific request.  Since  certificates must be carefully  safeguarded,  and
must  be  surrendered  in  order  to  exchange  or  redeem  Fund  shares,   most
shareholders  do not request  share  certificates  in order to  facilitate  such
transactions.   Each  shareholder  is  sent  a  detailed  confirmation  of  each
transaction in shares of the Funds.  Shareholders  whose only  transactions  are
through the EasiVest,  direct payroll  purchase,  automatic  monthly exchange or
periodic withdrawal programs, or are reinvestments of dividends or capital gains
in the same or another fund, will receive confirmations of those transactions on
their quarterly statements.  These programs are discussed below. For information
regarding a shareholder's account and transactions, the shareholder may call the
Funds' office by using the telephone number on the cover of this Prospectus.

      Reinvestment  of   Distributions.   Income   dividends  and  capital  gain
distributions  are  automatically  reinvested in  additional  shares of the Fund
making the  distribution at the net asset value per share of that Fund in effect
on the ex-dividend date. A shareholder may, however, elect to reinvest dividends
and capital  gain  distributions  in certain of the other  no-load  mutual funds
advised and  distributed by INVESCO,  or to receive payment of all dividends and
distributions  in excess of $10.00 by check by giving  written notice to INVESCO
at least two weeks prior to the ex- dividend date on which the change is to take
effect.  Further  information  concerning  these  options  can  be  obtained  by
contacting INVESCO.

      Periodic  Withdrawal  Plan.  A Periodic  Withdrawal  Plan is  available to
shareholders  who own or purchase  shares of any mutual funds advised by INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is  established,  the  shareholder  owns shares  having a value of at least
$5,000 in the fund from which the withdrawals  will be made.  Under the Periodic
Withdrawal Plan,  INVESCO,  as agent,  will make specified  monthly or quarterly
payments  of any  amount  selected  (minimum  payment  of  $100)  to  the  party
designated by the shareholder. Notice of all changes


<PAGE>



concerning the Periodic Withdrawal Plan must be received by INVESCO at least two
weeks prior to the next  scheduled  check.  Further  information  regarding  the
Periodic  Withdrawal  Plan  and its  requirements  and tax  consequences  can be
obtained by contacting INVESCO.

      Exchange  Privilege.  Shares of either Fund may be exchanged for shares of
any other Fund of the  Company,  as well as for  shares of any of the  following
other no-load mutual funds,  which are also advised and  distributed by INVESCO,
on the basis of their  respective  net asset values at the time of the exchange:
INVESCO  Diversified  Funds, Inc., INVESCO Dynamics Fund, Inc., INVESCO Emerging
Opportunity  Funds, Inc., INVESCO Growth Fund, Inc., INVESCO Income Funds, Inc.,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds,  Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Strategic
Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc. and INVESCO Value Trust.

      An exchange  involves the redemption of shares in a Fund and investment of
the redemption proceeds in shares of another Fund of the Company or in shares of
one of the funds listed above. Exchanges will be made at the net asset value per
share next determined  after receipt of an exchange request in proper order. Any
gain or loss realized on such an exchange is recognizable for federal income tax
purposes by the shareholder.  Exchange  requests may be made either by telephone
or by written request to INVESCO Funds Group,  Inc.,  using the telephone number
or address on the cover of this Prospectus.  Exchanges made by telephone must be
in an amount of at least  $250,  if the  exchange is being made into an existing
account of one of the INVESCO funds.  All exchanges that establish a new account
must meet the Fund's applicable minimum initial investment requirements. Written
exchange  requests into an existing account have no minimum  requirements  other
than the Fund's applicable minimum subsequent investment requirements.

      The  privilege  of  exchanging  Fund shares by  telephone  is available to
shareholders automatically unless expressly declined. By signing the New Account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone exchange  privileges,  the investor has agreed that the Funds will not
be  liable  for  following  instructions  communicated  by  telephone  that they
reasonably  believe  to be  genuine.  The Funds  employ  procedures,  which they
believe are  reasonable,  designed to confirm  that  exchange  instructions  are
genuine.  These may  include  recording  telephone  instructions  and  providing
written confirmations of exchange transactions.  As a result of this policy, the
investor  may  bear  the risk of any  loss  due to  unauthorized  or  fraudulent
instructions;  provided,  however, that if a Fund fails to follow these or other
reasonable procedures, the Fund may be liable.

      In order to prevent abuse of this privilege to the  disadvantage  of other
shareholders, each Fund reserves the right to


<PAGE>



terminate the exchange  privilege of any shareholder who requests more than four
exchanges  in a  year.  A  Fund  will  determine  whether  to do so  based  on a
consideration  of both the number of exchanges  any  particular  shareholder  or
group of  shareholders  has  requested  and the time  period  over  which  those
exchange requests have been made, together with the level of expense to the Fund
which will result from  effecting  additional  exchange  requests.  The exchange
privilege  also may be  modified  or  terminated  at any time.  Except for those
limited  instances  where  redemptions  of the exchanged  security are suspended
under Section 22(e) of the Investment Company Act of 1940, or where sales of the
fund into which the shareholder is exchanging are temporarily stopped, notice of
all such modifications or termination of the exchange privilege will be given at
least 60 days  prior to the date of  termination  or the  effective  date of the
modification.

      Before making an exchange,  the shareholder should review the prospectuses
of the funds involved and consider their  differences,  and should be aware that
the exchange  privilege  may only be  available in those states where  exchanges
legally may be made,  which will  require  that the shares  being  acquired  are
registered  for  sale in the  shareholder's  state  of  residence.  Shareholders
interested  in  exercising  the  exchange  privilege  may  contact  INVESCO  for
information concerning their particular exchanges.

      Automatic Monthly  Exchange.  Shareholders who have accounts in any one or
more of the mutual funds  distributed  by INVESCO may arrange for a fixed dollar
amount of their  fund  shares to be  automatically  exchanged  for shares of any
other INVESCO mutual fund listed under "Exchange  Privilege" on a monthly basis.
The minimum monthly exchange in this program is $50.00.  This automatic exchange
program can be changed by the  shareholder  at any time by notifying  INVESCO at
least two weeks prior to the date the change is to be made. Further  information
regarding this service can be obtained by contacting INVESCO.

      EasiVest.  For  shareholders  who want to  maintain a schedule  of monthly
investments,  EasiVest uses various methods to draw a preauthorized  amount from
the  shareholder's  bank  account  to  purchase  Fund  shares.   This  automatic
investment  program can be changed by the  shareholder at any time by writing to
INVESCO at least two weeks  prior to the date the change is to be made.  Further
information regarding this service can be obtained by contacting INVESCO.

      Direct  Payroll  Purchase.  Shareholders  may elect to have their employer
make automatic purchases of Fund shares for them by deducting a specified amount
from their regular paychecks.  This automatic investment program can be modified
or terminated at any time by the shareholder, by notifying the employer. Further
information regarding this service can be obtained by contacting INVESCO.



<PAGE>



      Tax-Sheltered Retirement Plans. Shares of either Fund may be purchased for
self-employed   retirement  plans,   individual   retirement   accounts  (IRAs),
simplified  employee pension plans and corporate  retirement plans. In addition,
shares can be used to fund tax qualified plans  established under Section 403(b)
of the  Internal  Revenue Code by  educational  institutions,  including  public
school   systems  and  private   schools,   and  certain   kinds  of  non-profit
organizations,  which  provide  deferred  compensation  arrangements  for  their
employees.

      Prototype forms for the  establishment of these various plans,  including,
where  applicable,  disclosure  statements  required  by  the  Internal  Revenue
Service,  are available  from INVESCO.  INVESCO Trust  Company,  a subsidiary of
INVESCO,  is qualified  to serve as trustee or  custodian  under these plans and
provides the required  services at competitive  rates.  Retirement  plans (other
than IRAs) receive monthly statements  reflecting all transactions in their Fund
accounts.  IRAs receive the  confirmations  and quarterly  statements  described
under  "Shareholder  Accounts." For complete  information,  including  prototype
forms and service  charges,  call INVESCO at the telephone  number listed on the
cover of this  Prospectus  or send a written  request to:  Retirement  Services,
INVESCO Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.

HOW TO REDEEM SHARES

      Shares of either  Fund may be  redeemed  at any time at their  current net
asset value per share next determined after a request in proper form is received
at the Funds' office.  (See "How Shares Can Be Purchased.")  Net asset value per
share at the time of  redemption  may be more or less than the price you paid to
purchase  your  shares,   depending   primarily   upon  the  Fund's   investment
performance.

      If the shares to be redeemed  are  represented  by stock  certificates,  a
written request for redemption signed by the registered  shareholder(s)  and the
certificates  must be forwarded to INVESCO  Funds Group,  Inc.,  Post Office Box
173706,  Denver,  Colorado  80217-3706.  Redemption  requests  sent by overnight
courier,  including Express Mail, should be sent to the street address, not Post
Office Box, of INVESCO  Funds Group,  Inc. at 7800 E. Union Avenue,  Denver,  CO
80237. If no certificates have been issued, a written  redemption request signed
by each  registered  owner of the  account  may be  submitted  to INVESCO at the
address noted above. If shares are held in the name of a corporation, additional
documentation may be necessary.  Call or write for specifics. If payment for the
redeemed shares is to be made to someone other than the registered owner(s), the
signature(s) must be guaranteed by a financial institution which qualifies as an
eligible guarantor  institution.  Redemption procedures with respect to accounts
registered in the names of  broker/dealers  may differ from those  applicable to
other shareholders.



<PAGE>



      Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each Fund in which they invest.

      Payment of redemption  proceeds will be mailed within seven days following
receipt of the  required  documents.  However,  payment may be  postponed  under
unusual  circumstances,  such as when normal  trading is not taking place on the
New York Stock Exchange,  an emergency as defined by the Securities and Exchange
Commission exists, or the shares to be redeemed were purchased by check and that
check has not yet cleared; provided,  however, that all redemption proceeds will
be paid out promptly upon  clearance of the purchase check (which may take up to
15 days).

      Because of the high relative costs of handling small accounts,  should the
value of any  shareholder's  account fall below $250 as a result of  shareholder
action, each Fund reserves the right to effect the involuntary redemption of all
shares in such account,  in which case the account  would be liquidated  and the
proceeds  forwarded  to  the  shareholder.  Prior  to  any  such  redemption,  a
shareholder  will be  notified  and given 60 days to  increase  the value of the
account to $250 or more.

      Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited  redemption of shares having a minimum value
of $250 (or  redemption  of all shares if their value is less than $250) held in
accounts  maintained in their name by  telephoning  redemption  instructions  to
INVESCO,  using  the  telephone  number  on the  cover of this  Prospectus.  The
redemption proceeds,  at the shareholder's  option, either will be mailed to the
address listed for the shareholder's Fund account,  or wired (minimum of $1,000)
or mailed to the bank  which the  shareholder  has  designated  to  receive  the
proceeds of telephone  redemptions.  The Funds charge no fee for effecting  such
telephone  redemptions.  Unless  Fund  Management  permits  a larger  redemption
request to be placed by  telephone,  a  shareholder  may not place a  redemption
request by telephone in excess of $25,000. These telephone redemption privileges
may be  modified or  terminated  in the future at the  discretion  of the Fund's
management.

      For  INVESCO  Trust   Company-sponsored   federal   income   tax-sheltered
retirement plans, the term  "shareholders" is defined to mean plan trustees that
file  a  written  request  to be  able  to  redeem  Fund  shares  by  telephone.
Shareholders should understand that, while the Funds will attempt to process all
telephone  redemption  requests  on an  expedited  basis,  there  may be  times,
particularly in periods of severe economic or market  disruption,  when (a) they
may encounter  difficulty  in placing a telephone  redemption  request,  and (b)
processing telephone redemptions will require up to seven days following receipt
of  the  redemption   request,   or  additional  time  because  of  the  unusual
circumstances set forth above.

      The  privilege  of  redeeming  Fund shares by  telephone  is  available to
shareholders automatically unless expressly declined.


<PAGE>



By signing a New Account Application, a Telephone Transaction Authorization Form
or otherwise  utilizing  telephone  redemption  privileges,  the shareholder has
agreed that the Funds will not be liable for following instructions communicated
by  telephone  that they  reasonably  believe to be  genuine.  The Funds  employ
procedures,  which  they  believe  are  reasonable,  designed  to  confirm  that
telephone  instructions  are  genuine.  These may  include  recording  telephone
instructions  and providing  written  confirmation of transactions  initiated by
telephone.  As a result of this  policy,  the  investor may bear the risk of any
loss due to unauthorized or fraudulent instructions;  provided, however, that if
a Fund fails to follow  these or other  reasonable  procedures,  the Fund may be
liable.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES

      Dividends.  In addition to any  increase in the value of your shares which
may occur from  increases in the values of a Fund's  investments,  each Fund may
earn income in the form of dividends and interest on its investments.  Dividends
paid by a Fund will be based  solely on the  income  earned by it.  Each  Fund's
policy is to distribute  substantially  all of this income,  less  expenses,  to
shareholders  on an annual  basis at the  direction  of the  Company's  board of
directors.  Dividends are  automatically  reinvested in additional shares of the
Fund making the dividend  distribution at the net asset value on the ex-dividend
date,  unless  otherwise  requested.  See  "Services  Provided  by the  Funds  -
Reinvestment of Distributions."

      Capital Gains.  Capital gains or losses are the result of a Fund's sale of
its  securities  at prices  that are higher or lower than the prices paid by the
Fund to purchase such securities.  Total gains from such sales,  less any losses
from such sales (including  losses carried forward from prior years),  represent
net realized  capital  gains.  Each Fund  distributes  its net realized  capital
gains,  if any, to its  shareholders  at least  annually,  usually in  December.
Capital gain distributions are automatically  reinvested in additional shares of
the Fund  making  the  distribution  at the net  asset  value  per  share on the
ex-dividend  date,  unless otherwise  requested.  See "Services  Provided by the
Funds - Reinvestment of Distributions."

      Taxes.  Each of the Funds intends to distribute  substantially  all of its
net investment income and capital gains, if any, to shareholders, and to qualify
for tax treatment under Subchapter M of the Internal Revenue Code as a regulated
investment company.  Thus, it is not expected that the Funds will be required to
pay any federal income taxes.  Shareholders (other than those exempt from income
tax)  normally will have to pay federal  income  taxes,  and any state and local
income taxes,  on the dividends  and  distributions  they receive from the Fund,
whether such dividends and  distributions  are received in cash or reinvested in
additional shares of the same or another fund. Shareholders of the Funds are


<PAGE>



advised to consult their own tax advisers with respect to these
matters.

      Dividends  paid  by the  Funds  from  net  investment  income,  as well as
distributions of net realized  short-term capital gains, are, for federal income
tax purposes,  taxable as ordinary  income to  shareholders.  At the end of each
calendar year,  shareholders  are sent full information on dividends and capital
gain distributions, including information as to the portions taxable as ordinary
income and long-term capital gains, and information on foreign source income and
foreign taxes.  Information  concerning the amount of dividends eligible for the
dividends-received  deduction  available  for  corporations  is contained in the
Company's  Annual  Report to  Shareholders  or may be obtained  upon  request by
calling INVESCO.

      The Fund is  required to withhold  and remit to the U.S.  Treasury  31% of
dividend payments,  capital gain distributions,  and redemption proceeds for any
account on which the owner provides an incorrect taxpayer identification number,
no number, or no certified number.

ADDITIONAL INFORMATION

      Voting Rights. All shares of the Funds have equal voting rights,  based on
one vote for each 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. 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 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.

      Master/Feeder  Option.  The Company may in the future seek to achieve each
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
shareholders of the


<PAGE>



respective Fund. 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
respective 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
can  be  given  that  costs  will  be  materially  reduced  if  this  option  is
implemented.

      Shareholder  Inquiries.  All  inquiries  regarding  the  Funds  should  be
directed to the Funds at the  telephone  number or mailing  address set forth on
the cover page of this Prospectus.

      Transfer and Dividend Disbursing Agent. INVESCO Funds Group, Inc., 7800 E.
Union Ave.,  Denver,  Colorado 80237,  acts as registrar,  transfer  agent,  and
dividend  disbursing agent for the Funds pursuant to a Transfer Agency Agreement
which provides that each Fund will pay a fee of $14.00 per  shareholder  account
or omnibus account  participant per year. The transfer agency fee is not charged
to each shareholder's or participant's account, but is an expense of the Fund to
be paid from the Fund's assets. In addition,  registered  broker-dealers,  third
party  administrators  of tax-qualified  retirement plans and other entities may
provide sub-  transfer  agency  services to a Fund which reduce or eliminate the
need for identical services to be provided on behalf of the Fund by INVESCO.  In
such cases,  INVESCO is authorized to pay the third party an annual sub-transfer
agency fee of up to $14.00 per  participant in the third party's omnibus account
out of the transfer agency fee which is paid to INVESCO by the Fund.

                                                   INVESCO SPECIALTY FUNDS, INC.
                                                        Two no-load mutual funds
                                                           investing globally in
                                                      designated market sectors.

                                                                      PROSPECTUS
                                                               February 15, 1995

To receive  general  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, your 24-hour Personal Account Line, call:

      1-800-424-8085

Or write to:

      INVESCO Funds Group, Inc., Distributor
      Post Office Box 173706
      Denver, Colorado  80217-3706


<PAGE>



If you're in Denver, visit one of our convenient Investor Centers:

      Cherry Creek
      155-B Fillmore Street

      Denver Tech Center
      7800 East Union Avenue
      Lobby Level








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