INVESCO SPECIALTY FUNDS INC
497, 1999-03-01
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                          INVESCO SPECIALTY FUNDS, INC.
                            INVESCO Asian Growth Fund
                       INVESCO Latin American Growth Fund

                     Supplement to Prospectuses dated December 1, 1998


Investments  made  after  April  30,  1999  will  be  subject  to the  following
provisions:

The  section  of the above  named  Funds'  Prospectuses  entitled  "Annual  Fund
Expenses" is amended to (1) delete the first sentence of the first  paragraph of
the section and (2) substitute the following sentence in its place:

      The Fund is  no-load;  there are no fees to  purchase,  exchange or redeem
      shares  other than fees to redeem or  exchange  shares  held six months or
      less (see "Shareholder Transaction Expenses").

In  addition,  the  section of the Funds'  Prospectuses  entitled  "Annual  Fund
Expenses"  is  amended  to  (1)  delete  the  section  of  the  table   entitled
"Shareholder  Transaction  Expenses" and (2) substitute the following section in
its place:

      Shareholder Transaction Expenses

      Sales load "charge" on purchases                      None
      Sales load "charge" on reinvested dividends           None
      Redemption fees                                       2.00/1.00%*
      Exchange fees                                         2.00/1.00%*

In  addition,  the  section of the Funds'  Prospectuses  entitled  "Annual  Fund
Expenses" is amended to (1) delete the paragraph immediately following the table
and (2) substitute the following paragraph in its place:

      *There is a fee retained by the Fund to offset transaction costs and other
      expenses  associated with short-term  redemptions and exchanges.  A 2% fee
      shall be imposed on  redemptions  or exchanges of shares held three months
      or less and a 1% fee shall be  imposed  on  redemptions  or  exchanges  of
      shares held  between  three and six months.  This fee may be waived at the
      discretion of INVESCO.

The section of the Funds' Prospectuses entitled "Performance Data" is amended to
(1) delete the last  sentence  of the first  paragraph  and (2)  substitute  the
following in its place:

      However,  the total return  computation may be affected as a result of the
      redemption  or  exchange  fee  which is  retained  by the  Fund to  offset
      transaction   costs  and  other  expenses   associated   with   short-term
      redemptions  and  exchanges.  A 2% fee shall be imposed on  redemptions or
      exchanges  of shares  held  three  months  or less,  and a 1% fee shall be
      imposed on  redemptions  or exchanges of shares held between three and six
      months.

Effective immediately, the section of the Funds' Prospectuses entitled "Services
Provided By the Fund - Shareholder Accounts" is amended to (1) delete the second
and third sentence of the section and (2) substitute the following in its place:

      INVESCO no longer  issues share  certificates.  If you are selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

<PAGE>

The section of the Funds' Prospectuses entitled "Services Provided by the Fund -
Exchange  Policy"  is  amended  to (1)  delete  the  second  paragraph  and  (2)
substitute the following paragraph in its place:

      Upon an exchange of shares held three months or less or held between three
      and six  months  (other  than  shares  acquired  through  reinvestment  of
      dividends or other  distributions),  a fee of 2% and 1%, respectively,  of
      the current net asset value of the shares being exchanged will be assessed
      and  retained by the Fund for the benefit of the  remaining  shareholders.
      This fee is intended to encourage  long-term  investment  in the Fund,  to
      avoid transaction and other expenses caused by early  redemptions,  and to
      facilitate portfolio management.  This fee may be waived at the discretion
      of INVESCO.  This fee is not a deferred sales charge,  is not a commission
      paid to INVESCO,  and does not benefit INVESCO in any way. The fee applies
      to  redemptions  from the Fund and exchanges into any of the other no-load
      mutual funds which are also advised by INVESCO and distributed by IDI. The
      Fund will use the  "first-in,  first-out"  method to determine the holding
      period.  Under this method,  the date of  redemption  or exchange  will be
      compared with the earliest purchase date of shares held in the account. If
      this   holding   period  is  less  than  six   months,   the   appropriate
      redemption/exchange fee will be assessed on the current net asset value of
      those shares.

The  section  of the  Funds'  Prospectuses  entitled  "How To Redeem  Shares" is
amended to (1) delete  the first  paragraph  and (2)  substitute  the  following
paragraph in its place:

      Shares of the 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 Fund's 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.  Upon an  exchange or  redemption  of shares held
      three  months or less or held  between  three and six months  (other  than
      shares acquired through reinvestment of dividends or other distributions),
      a fee of 2% and 1%,  respectively,  of the  current net asset value of the
      shares being  exchanged  or redeemed  will be assessed and retained by the
      Fund for the benefit of the remaining  shareholders.  This fee is intended
      to encourage  long-term  investment in the Fund, to avoid  transaction and
      other expenses caused by early  redemptions,  and to facilitate  portfolio
      management.  This fee may be waived at the discretion of INVESCO. This fee
      is not a deferred sales charge,  is not a commission paid to INVESCO,  and
      does not benefit  INVESCO in any way. The fee applies to redemptions  from
      the Fund and exchanges  into any of the other  no-load  mutual funds which
      are also advised by INVESCO and  distributed by IDI. The Fund will use the
      "first-in,  first-out" method to determine the holding period.  Under this
      method,  the date of  redemption  or exchange  will be  compared  with the
      earliest  purchase  date of shares held in the  account.  If this  holding
      period is less than six months,  the appropriate  redemption/exchange  fee
      will be assessed on the current net asset value of those shares.

Effectively immediately, the section of the Funds' Prospectuses entitled "How To
Redeem  Shares"  is  amended  to (1)  delete  the first  sentence  of the second
paragraph and (2) substitute the following in its place:

      If the shares to be redeemed were previously  issued in stock  certificate
      form,  a  written   request  for  redemption   signed  by  the  registered
      shareholder(s)  and the certificates  must be sent to INVESCO Funds Group,
      Inc.,  Post Office Box  173706,  Denver,  CO 80237.  If you have lost your
      certificates, please call us.

The date of this Supplement is March 1, 1999.


<PAGE>

                          INVESCO SPECIALTY FUNDS, INC.
                       INVESCO European Small Company Fund

                      Supplement to Prospectus Dated December 1, 1998

Investments made after April 30, 1999 are subject to the following provisions:

The section of the above named Fund's Prospectus entitled "Annual Fund Expenses"
is  amended  to (1)  delete the first  sentence  of the first  paragraph  of the
section and (2) substitute the following sentence in its place:

      The Fund is  no-load;  there are no fees to  purchase,  exchange or redeem
      shares  other than fees to redeem or  exchange  shares  held six months or
      less.

In  addition,  the  section  of the  Fund's  Prospectus  entitled  "Annual  Fund
Expenses"  is  amended  to  (1)  delete  the  section  of  the  table   entitled
"Shareholder  Transaction  Expenses" and (2) substitute the following section in
its place:

      Shareholder Transaction Expenses

      Sales load "charge" on purchases                     None
      Sales load "charge" on reinvested dividends          None
      Redemption fees                                      2.00/1.00%*
      Exchange fees                                        2.00/1.00%*

In  addition,  the  section  of the  Fund's  Prospectus  entitled  "Annual  Fund
Expenses" is amended to (1) add a paragraph  immediately  following the table as
follows:

      *There is a fee retained by the Fund to offset transaction costs and other
      expenses  associated with short-term  redemptions and exchanges.  A 2% fee
      shall be imposed on  redemptions  or exchanges of shares held three months
      or less and a 1% fee shall be  imposed  on  redemptions  or  exchanges  of
      shares held between three and six months. This fee may be waived at the 
      discretion of INVESCO.

The section of the Fund's Prospectus  entitled  "Performance Data" is amended to
(1) delete the last sentence of the first  paragraph and (2) replace it with the
following:

      The Fund  charges  no sales  loads  that  would  affect  the total  return
      computation.  However,  the total return  computation may be affected as a
      result of the  redemption or exchange fee which is retained by the Fund to
      offset  transaction  costs and other expenses  associated  with short-term
      redemptions  and  exchanges.  A 2% fee shall be imposed on  redemptions or
      exchanges  of shares  held  three  months  or less,  and a 1% fee shall be
      imposed on  redemptions  or exchanges of shares held between three and six
      months.

Effectively immediately, the section of the Fund's Prospectus entitled "Services
Provided By the Fund - Shareholder Accounts" is amended to (1) delete the second
and third sentence of the section and (2) substitute the following in its place:

      INVESCO no longer  issues share  certificates.  If you are selling  shares
      previously   issued  in   certificate   form,  you  need  to  include  the
      certificates along with your redemption/exchange request.

<PAGE>

The section of the Fund's Prospectus  entitled  "Services Provided by the Fund -
Exchange Policy" is amended to add the following paragraph immediately following
the first paragraph:

      Upon an exchange of shares held three months or less or held between three
      and six  months  (other  than  shares  acquired  through  reinvestment  of
      dividends or other  distributions),  a fee of 2% and 1%, respectively,  of
      the current net asset value of the shares being exchanged will be assessed
      and  retained by the Fund for the benefit of the  remaining  shareholders.
      This fee is intended to encourage  long-term  investment  in the Fund,  to
      avoid transaction and other expenses caused by early  redemptions,  and to
      facilitate portfolio management.  This fee may be waived at the discretion
      of INVESCO.  This fee is not a deferred sales charge,  is not a commission
      paid to INVESCO,  and does not benefit INVESCO in any way. The fee applies
      to  redemptions  from the Fund and exchanges into any of the other no-load
      mutual funds which are also advised by INVESCO and distributed by IDI. The
      Fund will use the  "first-in,  first-out"  method to determine the holding
      period.  Under this method,  the date of  redemption  or exchange  will be
      compared with the earliest purchase date of shares held in the account. If
      this   holding   period  is  less  than  six   months,   the   appropriate
      redemption/exchange fee will be assessed on the current net asset value of
      those shares.

The section of the Fund's Prospectus  entitled "How To Redeem Shares" is amended
to (1) delete the first paragraph and (2) substitute the following  paragraph in
its place:

      Shares of the 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 Fund's 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.  Upon an  exchange or  redemption  of shares held
      three  months or less or held  between  three and six months  (other  than
      shares acquired through reinvestment of dividends or other distributions),
      a fee of 2% and 1%,  respectively,  of the  current net asset value of the
      shares being  exchanged  or redeemed  will be assessed and retained by the
      Fund for the benefit of the remaining  shareholders.  This fee is intended
      to encourage  long-term  investment in the Fund, to avoid  transaction and
      other expenses caused by early  redemptions,  and to facilitate  portfolio
      management.  This fee may be waived at the discretion of INVESCO. This fee
      is not a deferred sales charge,  is not a commission paid to INVESCO,  and
      does not benefit  INVESCO in any way. The fee applies to redemptions  from
      the Fund and exchanges  into any of the other  no-load  mutual funds which
      are also advised by INVESCO and  distributed by IDI. The Fund will use the
      "first-in,  first-out" method to determine the holding period.  Under this
      method,  the date of  redemption  or exchange  will be  compared  with the
      earliest  purchase  date of shares held in the  account.  If this  holding
      period is less than six months,  the appropriate  redemption/exchange  fee
      will be assessed on the current net asset value of those shares.

<PAGE>

Effective  immediately,  the section of the Fund's  Prospectus  entitled "How To
Redeem  Shares"  is  amended  to (1)  delete  the first  sentence  of the second
paragraph and (2) substitute the following in its place:

      If the shares to be redeemed were previously  issued in stock  certificate
      form,  a  written   request  for  redemption   signed  by  the  registered
      shareholder(s)  and the certificates  must be sent to INVESCO Funds Group,
      Inc.,  Post Office Box  173706,  Denver,  CO 80237.  If you have lost your
      certificates, please call us.

The date of this Supplement is March 1, 1999.




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