Invesco Industrial Income Fund Inc – ‘497’ on 11/5/98

As of:  Thursday, 11/5/98   ·   Accession #:  35732-98-10   ·   File #:  2-15382

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Definitive Material   —   Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Material                                    1      7K 


INVESCO FUNDS                           INVESCO FUNDS GROUP, INC.               
                      7800 East Union Avenue
                       Denver, Colorado  80237
                      Post Office Box 173706
                             Denver, Colorado   80217-3706
                       Telephone: 303-930-6300

November 5, 1998                                                                

Securities and Exchange Commission                                              
450 Fifth Street, N.W.                                                          
Washington, D.C. 20549                                                          

RE:   INVESCO Industrial Income Fund, Inc.                                      
1933 Act No. 02-15382                                               
1940 Act No. 811-0893                                               
CIK No. 0000035732                                                  

Ladies and Gentlemen:                                                           

Pursuant  to  Rule  497(j)  of the  Securities  Act of  1933  (the  "1933  Act")
(submission type 497), INVESCO Industrial Income Fund, Inc. (the "Fund"), hereby
submits for filing on EDGAR this  certification  that the definitive form of its
Prospectus and Statement of Additional  Information for filing under Rule 497(j)
does not differ from that contained in the Post-Effective Amendment No. 59 under
the Securities Act of 1933 and Amendment No. 23 under the Investment Company Act
of 1940 to the Fund's  Registration  Statement  which was  electronically  filed
pursuant to Rule  485(b) on October  27,  1998.  This  Post-Effective  Amendment
became effective November 1, 1998.                                              

If you have any  questions  or  comments,  please  contact  the  undersigned  at
303/930-6200.                                                                   

Sincerely,                                                                      

/s/ James F. Lummanick                                                          
---------------------------------                                               
James F. Lummanick                                                              
Vice President and Assistant                                                    
General Counsel                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘497’ Filing		Date		Other Filings
Filed on:		11/5/98
		11/1/98		485BPOS
		10/27/98		485BPOS
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