Invesco Industrial Income Fund Inc – ‘40-8F-M’ on 5/23/00

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Application for Deregistration of a Registered Investment Company — Merger   —   Form N-8F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-8F-M     Application for Deregistration of a Registered         8     23K 
                          Investment Company -- Merger                           

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As filed with the Securities and Exchange Commission on May 23, 2000  

 FORM N-8F
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
 that a Registered Investment Company has Ceased
 to be an Investment Company under the Act

INVESCO INDUSTRIAL INCOME FUND, INC.
 (Name of Applicant)

 File No.: 811-00893
(Securities and Exchange Commission File Number)

7800 E. Union Avenue
Denver, Colorado 80237
 (Address of Principal Executive Office)

 Copies of all Communications and Orders to:

Glen A. Payne, Esq.                              Clifford J. Alexander, Esq.    
7800 E. Union Avenue                             Susan M. Casey, Esq.           
Denver, Colorado  80237                          Kirkpatrick & Lockhart LLP     
                                                 1800 Massachusetts Avenue, N.W.
                                              Washington, D.C.  20036-1800

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I.         GENERAL IDENTIFYING INFORMATION                                      

1.   Reason  fund  is  applying  to   deregister   (check  ONLY  ONE;  for      
descriptions, SEE Instruction 1 above):                               

[x] Merger                                                            
[ ] Liquidation                                                       
     [ ] Abandonment of Registration (Note:  Abandonments of Registration answer
         ONLY  questions  1  through  15,  24 and 25 of this  form and  complete
verification at the end of the form.)                         
     [ ] Election of status as a Business  Development  Company (Note:  Business
         Development  Companies  answer only questions 1 through 10 of this form
and complete verification at the end of the form.)            

2.   Name of fund:  INVESCO Industrial Income Fund, Inc.                        

3.   Securities and Exchange Commission File No.:  811-00893                    

4.   Is this an initial Form N-8F or an  amendment  to a  previously  filed Form
N-8F?                                                                 

[x]       Initial Application  [  ]      Amendment                    

5.   Address of Principal Executive Office (include No. and Street, City, State,
Zip Code):                                                            

7800 E. Union Avenue                                                  
Denver, CO  80237                                                     

6.   Name,  address and telephone  number of  individual  the  Commission  staff
should contact with any questions regarding this form:                

Susan M. Casey, Esq.                                                  
Kirkpatrick & Lockhart LLP                                            
1800 Massachusetts Avenue, N.W.                                       
Washington, D.C.  20036-1800                                          
(202) 778-9000                                                        

7.   Name,  address and telephone number of individual or entity responsible for
     maintenance  and  preservation  of fund's records in accordance  with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:             

INVESCO Funds Group, Inc.                                             
7800 E. Union Avenue                                                  
Denver, CO  80237                                                     

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     NOTE: ONCE DEREGISTERED,  A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
     THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS SPECIFIED IN
THOSE RULES.                                                          

8.   Classification of fund (check only one):                                   

[x]       Management company;                                 
[ ]       Unit investment trust; or                           
[ ]       Face-amount certificate company.                    

9.   Subclassification if the fund is a management company (check only one):    

 [x]       Open-end             [  ]      Closed-end

10.  State law under which the fund was organized or formed  (E.G.,  Delaware or
Massachusetts):                                                       

The fund is organized as a Maryland corporation.                      

11.  Provide  the  name  and  address  of each  investment  adviser  of the fund
     (including  sub-advisers)  during the last five  years,  even if the fund's
contracts with those advisers have been terminated:                   

     INVESCO Funds Group,  Inc., the fund's  investment  adviser,  is located at
7800 E. Union Avenue, Denver, CO 80237.                               

12.  Provide  the name and  address of each  principal  underwriter  of the fund
     during  the last  five  years,  even if the  fund's  contracts  with  those
principal underwriters have been terminated:                          

     INVESCO Distributors, Inc., the fund's principal underwriter, is located at
7800 E. Union Avenue, Denver, CO 80237.                               

13.  If  the  fund  is  a  unit  investment  trust  ("UIT")  provide:           

Not Applicable.                                                       

(a) Depositor's name(s) and address(es):                              

(b) Trustee's name(s) and address(es):                                

Not Applicable.                                                       

14.  Is there a UIT  registered  under  the Act that  served  as a  vehicle  for
investment in the fund (E.G., an insurance company separate account)? 

[  ]  Yes [ x]  No                                                    

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If Yes, for each UIT state:                                         
Name(s):                                                            
File No.:  811-______                                               
Business Address:                                                   

Not Applicable.                                                     

15.  (a) Did the fund obtain approval from the board of directors concerning the
         decision  to  engage  in  a  Merger,   Liquidation  or  Abandonment  of
Registration?                                                 

[x]  Yes  [  ]  No                                            

         If Yes,  state the date on which the board vote took  place:  August 5,
1998                                                          

If No, explain:                                               

     (b) Did the fund  obtain  approval  from the  shareholders  concerning  the
         decision  to  engage  in  a  Merger,   Liquidation  or  Abandonment  of
Registration?                                                 

[x]  Yes  [  ]  No                                            

If Yes, state the date on which the  shareholder  vote took   
place: May 20, 1999                                           

If No, explain:                                               

II.  DISTRIBUTIONS TO SHAREHOLDERS                                              

16.  Has the fund distributed any assets to its shareholders in connection      
with the Merger or Liquidation?                                       

[x]  Yes  [  ]  No                                            

(a) If Yes,  list the  date(s)  on which  the fund  made  those       
distributions: May 28, 1999                                   

(b) Were the distributions made on the basis of net assets?           

[x]  Yes  [  ]  No                                            

(c) Were  the  distributions  made  PRO  RATA  based  on  share       
ownership?                                                    

[x]  Yes  [  ]  No                                            

     (d) If No to (b) or (c)  above,  describe  the method of  distributions  to
         shareholders.  For  mergers,  provide the  exchange  ratio(s)  used and
explain how it was calculated.                                

(e) LIQUIDATIONS ONLY:                                                

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Were any distributions to shareholders made in kind?          

[  ]  Yes [  ]  No                                            

         If yes, indicate the percentage of fund shares owned by affiliates,  or
any other affiliation of shareholders:                        

17.  CLOSED-END FUNDS ONLY:  Not Applicable.                                    
Has the fund issued senior securities?                                

[  ]  Yes [  ]  No                                            

     If  Yes,   describe   the  method  of   calculating   payments   to  senior
securityholders and distributions to other shareholders:              

Not Applicable.                                                       

18.  Has the fund distributed ALL of its assets to the fund's shareholders?     

[x]  Yes  [  ]  No                                                    

If No,                                                                
(a) How many  shareholders  does  the fund  have as of the date       
this form is filed?                                           
(b) Describe the relationship of each remaining  shareholder to       
the fund:                                                     

19.  Are there  any  shareholders  who have not yet  received  distributions  in
complete liquidation of their interests?                              

[  ]  Yes [x]  No                                             

     If Yes,  describe  briefly  the  plans  (if any) for  distributing  to,  or
preserving the interests of, those shareholders:                      

III. ASSETS AND LIABILITIES                                                     

20.  Does the fund have any  assets  as of the date  this  form is  filed?  (SEE
QUESTION 18 ABOVE)                                                    

[  ] Yes  [x] No                                              

If Yes,                                                               

     (a) Describe  the type and amount of each asset  retained by the fund as of
the date this form is filed:                                  

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(b) Why has the fund retained the remaining assets?                   
(c) Will the remaining assets be invested in securities?              

[  ] Yes             [  ] No                                  

21.  Does  the  fund  have  any  outstanding   debts  (other  than   face-amount
     certificates if the fund is a face-amount certificate company) or any other
liabilities?                                                          

[  ] Yes             [x] No                                   

If Yes,                                                               

(a) Describe the type and amount of each debt or other liability:     

     (b) How  does the  fund  intend  to pay  these  outstanding  debts or other
liabilities?                                                  

IV.  INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION           

22.  (a) List the expenses incurred in connection with the Merger or            
Liquidation:                                                  

         (i)       Legal expenses:                                   $159,533.22
         (ii)      Accounting expenses:                                 2,658.30
(iii)     Other expenses:                                     
                      Postage and Printing:                           373,988.32
                      Proxy Solicitation:                             432,208.52
         (iv)      Total expenses (sum of lines (i)-(iii) above):    $968,388.36

(b) How were those expenses allocated?                                

         INVESCO Funds Group, Inc.                                           50%
         INVESCO Industrial Income Fund, Inc.                                50%

(c) Who paid those expenses?                                          

         INVESCO Funds Group, Inc.                                   $484,194.21
         INVESCO Industrial Income Fund, Inc.                         484,194.15

(d) How did the fund pay for unamortized expenses (if any)?           

Not Applicable.                                               

23.  Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?                                  

[  ] Yes             [x] No                                   

     If Yes, cite the release numbers of the  Commission's  notice and order or,
     if no  notice  or order  has been  issued,  the  file  number  and date the
application was filed:                                                

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V.   CONCLUSION OF FUND BUSINESS                                                

24.  Is the fund a party to any litigation or administrative proceeding?        

[  ] Yes             [x] No                       

If Yes,  describe the nature of any  litigation or proceeding and the 
position taken by the fund in that litigation:                        

25.  Is the fund now  engaged,  or  intending  to engage,  in any business      
activities other than those necessary for winding up its affairs?     

[  ] Yes             [x] No                       

If Yes, describe the nature and extent of those activities:           

VI.  MERGERS ONLY                                                               

26.  (a) State the name of the fund surviving the Merger:                       

INVESCO  Equity Fund,  formerly  named  INVESCO  Industrial   
Income Fund, a series of INVESCO  Combination  Stock & Bond   
Funds, Inc.                                                   

(b) State the  Investment  Company  Act file number of the fund       
surviving the Merger:                                         

811-08066                                                     

(c) If the merger or  reorganization  agreement  has been filed       
with the Commission,  state the file  number(s),  form type   
used and date the agreement was filed:                        

File number:                   811-00893                      
Form type used:                DEFS 14A                       
Date filed:                    March 26, 1999                 

(d) If the  merger  or  reorganization  agreement  has not been       
filed with the Commission,  provide a copy of the agreement   
as an exhibit to this form.                                   

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VERIFICATION

           The  undersigned  states  that (i) he has  executed  this  Form  N-8F
application  for an order under  section 8(f) of the  Investment  Company Act of
1940 on behalf of INVESCO Industrial Income Fund, Inc., (ii) he is the Secretary
of INVESCO  Industrial Income Fund, Inc., and (iii) all actions by shareholders,
directors,  and any other body necessary to authorize the undersigned to execute
and file this Form N-8F application have been taken. The undersigned also states
that the facts set forth in this Form N-8F  application  are true to the best of
his knowledge, information and belief.                                          

Date:                                                    /s/ Glen A. Payne      
 May 22, 2000                                      -----------------
                                                      Name:  Glen A. Payne
                                                  Title: Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘40-8F-M’ Filing		Date		First		Last			Other Filings
Filed on:		5/23/00		1
		5/22/00		8
		5/28/99		4
		5/20/99		4					DEFS14A,  PRES14A
		3/26/99		7					DEFS14A
		8/5/98		4
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