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Invesco Industrial Income Fund Inc – ‘497’ on 6/1/95

As of: Thursday, 6/1/95 · Accession #: 35732-95-2 · File #: 2-15382

  As Of                Filer                Filing    For·On·As Docs:Size

 6/01/95  Invesco Industrial Income Fd Inc  497                    1:61K

Definitive Material — Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Material                                   24     88K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Distribution Expenses Exchange Privilege Financial Highlights Fund and Its Management, The How Shares Can Be Purchased Invesco Industrial Income Fund, Inc Reinvestment of Distributions Rule 144A Securities Services Provided by the Fund Shareholder Accounts The Fund and Its Management
1	1st Page - Filing Submission
"	Invesco Industrial Income Fund, Inc
5	Financial Highlights
9	Rule 144A Securities
10	The Fund and Its Management
13	How Shares Can Be Purchased
15	Distribution Expenses
16	Services Provided by the Fund
"	Shareholder Accounts
"	Reinvestment of Distributions
17	Exchange Privilege
22	Additional Information

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INVESCO Diversified Funds, Inc.         
INVESCO Small Company Fund        
(November 30, 1994)         

INVESCO Dynamics Fund, Inc.         
(August 31, 1994)         

INVESCO Industrial Income Fund, Inc.        
(November 1, 1994, As         
Supplemented November 1, 1994)        

INVESCO Multiple Asset Funds, Inc.        
INVESCO Multi-Asset Allocation Fund         
INVESCO Balanced Fund         
(November 30, 1994)         

Supplement to the Prospectuses of Above Funds,        
Dates of Which are Indicated in Parentheses       

The fourth paragraph in the section of INVESCO  Industrial  Income Fund,  Inc.'s
Prospectus  entitled "How Shares Can Be Purchased,"  and the fifth  paragraph in
the sections of the remaining  Funds'  Prospectuses  entitled "How Shares Can Be
Purchased," are hereby amended to read as follows:                              

      Orders to purchase Fund shares can be placed by  telephone.  Shares of the
      Fund will be issued at the net asset value next  determined  after receipt
      of telephone instructions.  Generally,  payments for telephone orders must
      be received by the Fund within three business days or the  transaction may
      be cancelled.  In the event of such  cancellation,  the purchaser  will be
      held responsible for any loss resulting from a decline in the value of the
      shares. In order to avoid such losses, purchasers should send payments for
      telephone  purchases by overnight courier or bank wire. INVESCO has agreed
      to indemnify the Fund for any losses  resulting from the  cancellation  of
telephone purchases.                                                

The date of this Supplement is June 1, 1995.                                    

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PROSPECTUS                                                                      
November 1, 1994                                                                

INVESCO INDUSTRIAL INCOME FUND, INC.

-------------------------------------------------------------------           

      INVESCO  INDUSTRIAL  INCOME FUND, INC. (the "Fund") pursues its investment
objective of seeking the best  possible  current  income while  following  sound
investment  practices by investing its assets in securities which will provide a
relatively high yield and stable return and which,  over a period of years,  may
also  provide  capital  appreciation.  Capital  growth  potential is a secondary
factor in the selection of portfolio securities of the Fund. The Fund invests in
common stocks, as well as convertible bonds and preferred stocks.               

      This  Prospectus  provides you with the basic  information you should know
before  investing  in the  Fund.  You  should  read it and  keep  it for  future
reference.  A Statement of Additional Information containing further information
about the Fund has been filed with the Securities and Exchange  Commission.  You
can obtain a copy without charge by writing INVESCO Funds Group,  Inc., P.O. Box
173706, Denver, Colorado 80217-3706; or by calling 1-800-525-8085.              

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TABLE OF CONTENTS                                                        Page   

  ANNUAL FUND EXPENSES                                                 6

  FINANCIAL HIGHLIGHTS                                                 8

  PERFORMANCE DATA                                                     9

  INVESTMENT OBJECTIVE AND POLICIES                                    9

  THE FUND AND ITS MANAGEMENT                                         12

  HOW SHARES CAN BE PURCHASED                                         15

  SERVICES PROVIDED BY THE FUND                                       17

  HOW TO REDEEM SHARES                                                20

  DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS, AND TAXES                    22

  ADDITIONAL INFORMATION                                              23

     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  FUND  ARE  NOT  DEPOSITS  OR
OBLIGATIONS  OF, OR  GUARANTEED  OR  ENDORSED  BY,  ANY BANK OR OTHER  FINANCIAL
INSTITUTION.  THE SHARES OF THE FUND ARE NOT  FEDERALLY  INSURED BY THE  FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.   
                ----------

THE  STATEMENT OF  ADDITIONAL  INFORMATION,  DATED  NOVEMBER 1, 1994,  IS HEREBY
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.                                 

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ANNUAL FUND EXPENSES                                                            

      The Fund is  no-load;  there are no fees to  purchase,  exchange or redeem
shares. The Fund,  however,  is 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 Fund's total return.                                          

Shareholder Transaction Expenses                                                
Sales load "charge" on purchases                                           None 
Sales load "charge" on reinvested dividends                                None 
Redemption fees                                                            None 
Exchange fees                                                              None 

Annual Fund Operating Expenses                                                  
(as a percentage of average net assets)                                         
Management Fee (after absorbed expenses)(1)                                0.49%
12b-1 Fees                                                                 0.25%
Other Expenses                                                             0.18%
Transfer Agency Fee                                   0.11%   
General Services, Administrative Services,                    
Registration, Postage(2)                            0.07% 
Total Fund operating expenses                                                   
         (after absorbed expenses)(1)                                      0.92%

      (1) Pursuant to a voluntary expense  limitation agreed to by INVESCO Funds
Group,  Inc.,  the  advisory  fee paid by the Fund on daily net  assets  over $2
billion has been  reduced to an annual rate of 0.45% since  October 15, 1992 and
the  advisory  fee paid by the Fund on daily net assets over $4 billion has been
reduced to an annual rate of 0.40% since  October  21,  1993.  In the absence of
such voluntary expense  limitation,  the Fund's "Management Fee" and "Total Fund
Operating  Expenses"  in the  above  table  would  have been  0.51%  and  0.95%,
respectively,  of the Fund's average net assets, based on the actual expenses of
the Fund for the fiscal year ended June 30, 1994.                               

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

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     5 Years     10 Years          
$9          $29         $51          $114         

      The purpose of the foregoing table is to assist investors in understanding
the various  costs and expenses  that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The Fund and
Its  Management.")  The Fund charges no sales load,  redemption fee, or exchange
fee. 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 the 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.,  which currently ranges 
from 6.25% to 8.5% of the amount invested.                                      

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FINANCIAL HIGHLIGHTS                                                            
(For a Fund share Outstanding throughout each Period)                           

      The  following  information  has been  audited  by Price  Waterhouse  LLP,
independent  accountants.  The U.S. firm of Price  Waterhouse,  the  independent
accountants  to the Fund,  has  registered  as a  Registered  Limited  Liability
Partnership  (LLP)  under the laws of the State of  Delaware  and from August 1,
1994,  will  continue  its  practice  under the name Price  Waterhouse  LLP. All
references to Price  Waterhouse in this prospectus and in the related  Statement
of Additional  Information are to Price Waterhouse LLP. This information  should
be read in conjunction with the audited  financial  statements and the report of
independent  accountants  thereon  appearing in the Fund's 1994 Annual Report to
Shareholders and in the Statement of Additional  Information,  both of which are
available without charge by contacting  INVESCO Funds Group, Inc. at the address
or telephone number shown below.                                                

                                                        [Enlarge/Download Table]


INVESCO Industrial Income Fund, Inc.                                                                                        
Financial Highlights                                                                                                        
(For a Fund Share Outstanding throughout Each Period)                                                                       

                                                                        Year Ended June 30                                  
                                                                                                                            
                       -----------------------------------------------------------------------------------------------------

                          1994      1993       1992      1991       1990      1989       1988      1987       1986      1985

PER SHARE DATA                                                                                                              
Net Asset Value -                                                                                                           
   Beginning of Period  $11.53    $10.67      $9.74     $9.39      $8.88     $7.98      $8.85     $9.10      $8.42     $7.30
                       -----------------------------------------------------------------------------------------------------
INCOME FROM                                                                                                                 
   INVESTMENT                                                                                                               
   OPERATIONS                                                                                                               
Net Investment Income     0.36      0.31       0.28      0.36       0.38      0.42       0.35      0.34       0.44      0.46
Net Gains or (Losses)                                                                                                       
   on Securities                                                                                                            
   (Both Realized                                                                                                           
   and Unrealized)        0.02      1.33       1.38      0.81       1.43      1.01     (0.51)      0.83       2.61      1.80
                       -----------------------------------------------------------------------------------------------------
Total From Investment                                                                                                       
   Operations             0.38      1.64       1.66      1.17       1.81      1.43     (0.16)      1.17       3.05      2.26
                       -----------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS                                                                                                          
Dividends (from Net                                                                                                         
   Investment Income)     0.47      0.32       0.29      0.34       0.40      0.39       0.36      0.36       0.48      0.48
                      ------------------------------------------------------------------------------------------------------
Distributions (from                                                                                                         
   Capital Gains)         0.12      0.46       0.44      0.48       0.90      0.14       0.35      1.06       1.89      0.66
                       -----------------------------------------------------------------------------------------------------
Total Distributions       0.59      0.78       0.73      0.82       1.30      0.53       0.71      1.42       2.37      1.14
                       -----------------------------------------------------------------------------------------------------
Net Asset Value -                                                                                                           
   End of Period        $11.32    $11.53     $10.67     $9.74      $9.39     $8.88      $7.98     $8.85      $9.10     $8.42

============================================================================================================================

TOTAL RETURN             3.24%    15.66%     17.04%    13.06%     21.08%    18.45%    (1.21%)    14.29%     37.24%    31.69%
                       -----------------------------------------------------------------------------------------------------

RATIOS                                                                                                                      
Net Assets -                                                                                                                
   End of Period                                                                                                            
   ($000 Omitted)   $3,913,322$3,412,527 $2,092,955  $881,226   $572,373  $399,538   $380,978  $451,332   $341,839  $249,329

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Ratio of Expenses                                                                                                           
   to Average                                                                                                               
   Net Assets#           0.92%     0.96%      0.98%     0.94%      0.76%     0.78%      0.78%     0.74%      0.71%     0.68%
Ratio of Net                                                                                                                
   Investment Income                                                                                                        
   to Average Net                                                                                                           
   Assets#               3.11%     2.94%      2.75%     3.92%      4.14%     5.08%      4.29%     3.96%      4.85%     5.72%
Portfolio Turnover                                                                                                          
   Rate                    56%      121%       119%      104%       132%      124%       148%      195%       160%       54%
<FN>                                                                                                                        
# Various expenses of the Fund were voluntarily  absorbed by INVESCO Funds Group                                            
for the years  ended  June 30,  1994 and  1993.  If such  expenses  had not been                                            
absorbed,  ratio of  expenses  to average  net assets  would have been 0.95% and                                            
0.98%,  respectively,  and ratio of net investment  income to average net assets                                            
would have been 3.09% and 2.93%, respectively.                                                                              
</FN>                                                                                                                       

      Further  information about the performance of the Fund is contained in the
Fund'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.                                                  

PERFORMANCE DATA                                                                

      From time to time, the Fund advertises its total return performance. These
figures  are based upon  historical  yield and  investment  results  and are not
intended to indicate future  performance.  The "yield" of the Fund refers to the
income  generated by an investment in the Fund over a 30-day or one-month period
(which  period  will be  stated  in the  advertisement).  Yield  quotations  are
computed by  dividing  the net  investment  income per share  earned  during the
period as  calculated  according to a prescribed  formula by the net asset value
per share at the end of the  period,  then  adjusting  the result to provide for
semiannual  compounding.  The "total  return " of the 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. Periods of one year, five years and ten years are used.  

      Statements  of the  Fund's  total  return  performance  are based upon the
investment  results  during a specified  period and assume  reinvestment  of all
income  dividends and capital  gains,  if any, paid during that period.  Thus, a
report of total return performance should not be considered as representative of
future performance.  The Fund  charges no sales load,  redemption  fee, or      
exchange feewhich would affect the total return computation.                    

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      In conjunction  with  performance  reports and/or  analyses of shareholder
service for the Fund,  comparative  data  between the Fund's  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,  American Stock Exchange,  Morgan Stanley Capital
International,  Wilshire  Associates,  Financial Times Stock Exchange,  New York
Stock Exchange,  and the Nikkei Stock Average and 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 Fund in  performance  reports,  will be drawn from the Equity Income
Funds mutual fund grouping,  in addition to the broad-based  Lipper general fund
groupings.                                                                      

INVESTMENT OBJECTIVE AND POLICIES                                               

      The investment  objective of the Fund, which may be changed only by a vote
of the shareholders, is to seek the best possible current income while following
sound  investment  practices.  Capital growth  potential is an  additional,  but
secondary,  consideration  in the  selection of portfolio  securities.  The Fund
seeks to achieve this  objective by investing in securities  that will provide a
relatively high yield and stable return and which,  over a period of years,  may
also provide capital  appreciation.  While the Fund normally invests between 60%
and  75%  of its  assets  in  dividend-paying  common  stocks,  in  addition  to
convertible  bonds  and  preferred  stocks,  there is no limit on the  amount of
straight debt securities in which it may invest. There is no assurance that this
objective will be attained,  or that the Fund's investments will not decrease in
value.                                                                          

      The Fund's investments in common stocks may, of course,  decline in value.
To minimize the risk this  presents,  the Fund only  invests in  dividend-paying
common stocks which are readily  marketable in the United  States;  and will not
invest more than 5% of the Fund's assets in the securities of any one company or
more than 25% of the Fund's assets in any one industry.                         

Debt Securities and Their Risks.  The Fund's investments in         
straight debt securities will generally be subject to both credit               

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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 straight 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 straight
debt securities, whereas a decline in interest rates will tend to increase their
values.  Although the Fund's investment  adviser limits the Fund's straight debt
security investments to securities it believes are not highly speculative,  both
kinds of risk are increased by investing in straight debt securities rated below
the top three  grades by  Standard  & Poor's  Ratings  Group  ("S&P") or Moody's
Investors Service, Inc. ("Moody's") and unrated straight debt securities,  other
than   Government   National   Mortgage   Association   modified    pass-through
certificates.                                                                   

      In order to decrease its risk in investing  in straight  debt  securities,
the Fund will invest no more than 15% of its assets in straight debt  securities
rated below AAA, AA, A or BBB by S&P, or Aaa, Aa, A or Baa by Moody's  (commonly
referred  to as "junk  bonds").  In no event  will the  Fund  ever  invest  in a
straight debt  security  rated below Caa by Moody's or CCC by Standard & Poor's.
Lower rated bonds by Moody's  (categories  Ba, B, Caa) are of poorer quality and
may 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 will likely have some quality and  protective  characteristics,
these are outweighed by large  uncertainties  or major risk exposures to adverse
conditions.  For more  information on straight debt securities and the foregoing
corporate bond rating categories, see the Statement of Additional Information.  

      As of the fiscal year ended June 30, 1994,  the following  percentages  of
the Fund's net assets were invested in corporate bonds rated investment grade at
the time of  purchase  (BBB and above):  AAA--0.75%;  AA--1.00%;  A--2.18%;  and
BBB--2.05%. In addition, as of the same period, the following percentages of the
Fund's net assets were invested in corporate bonds rated below  investment grade
at the time of purchase (below BBB): BB--3.21%; B--6.58%; and C--0.78%. Finally,
as of this  period,  0.47% of the  Fund's net assets  were  invested  in unrated
corporate  bonds.  All  of  these  percentage   figures  were  determined  on  a
dollar-weighted  basis,  calculated by averaging the Fund's month-end  portfolio
holdings during the fiscal year. These asset composition  percentage  figures do
not represent actual holdings of the Fund as of June 30, 1994, nor do they imply
that the overall quality of portfolio holdings is fixed.                        

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      Rule 144A Securities.  The Fund may not purchase  securities which are not
readily marketable. However, certain 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 if an institutional  trading market exists.
The  liquidity  of the  Fund's  investments  in Rule  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.  In the  event  that a Rule  144A  security
subsequently is determined to be illiquid,  the security will be sold as soon as
that can be done in an orderly fashion consistent with the best interests of the
Fund's shareholders.  For more information concerning Rule 144A Securities,  see
the Statement of Addtional Information.                                         

      Portfolio  Turnover.  There are no fixed limitations  regarding  portfolio
turnover.  The  rates of  portfolio  turnover  are set  forth  under  "Financial
Highlights"  and,  along  with the Fund's  brokerage  allocation  policies,  are
discussed in the Statement of Additional  Information.  Portfolio turnover rates
have  fluctuated  under  constantly  changing  economic  conditions  and  market
circumstances. Securities initially satisfying the basic policies and objectives
of the Fund may be disposed of when they are no longer suitable. As a result, it
is anticipated that the Fund's annual portfolio turnover rate will usually be in
excess  of 100%,  and may be  higher  than  that of other  investment  companies
seeking  current  income  with  capital  growth  as a  secondary  consideration.
Increased  portfolio  turnover  would cause the 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 Fund's
portfolio  turnover rate, along with the Fund's brokerage  allocation  policies,
are  discussed in the  Statement  of  Additional  Information.  While the Fund's
investment adviser continuously  monitors all of the straight debt securities in
the Fund's  portfolio for the issuers'  ability to make  required  principal and
interest  payments  and other  quality  factors,  the  adviser may retain in the
portfolio  a straight  debt  security  whose  rating is changed to one below the
minimum rating required for purchase of such a security. In periods of uncertain
market and economic conditions,  as determined by the Fund's investment adviser,
the Fund may depart from the basic  investment  objective and assume a defensive
position with a large portion of its assets temporarily invested in high quality
corporate bonds, or notes and government issues, or held in cash.               

      Repurchase Agreements.  The Fund may enter into repurchase agreements with
respect  to  debt  instruments  eligible  for  investment  by  the  Fund.  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                  

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investing  monies  for a short  period.  In a  repurchase  agreement,  the  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 Fund's board of directors.  The
Fund will not enter into a repurchase agreement maturing in more than seven days
if as a result more than 10% of the Fund's net assets  would be invested in such
repurchase agreements and other illiquid securities. (Currently, the Fund is not
able  to  purchase   illiquid   securities  under  its  fundamental   investment
restrictions).  The Fund has not  adopted  any limit on the  amount of its total
assets that may be invested in repurchase  agreements  maturing in seven days or
less.                                                                           

      Securities  Lending.  The Fund also may lend its  securities  to qualified
brokers, dealers, banks, or other financial institutions.  This practice permits
the  Fund  to earn  income,  which,  in  turn,  can be  invested  in  additional
securities to pursue the Fund's investment objective. Loans of securities by the
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.
Lending securities  involves certain risks, the most significant of which is the
risk that a borrower may fail to return a portfolio security.  The Fund monitors
the creditworthiness of borrowers in order to minimize such risks. The Fund will
not lend any  security  if, as a result of such  loan,  the  aggregate  value of
securities  then on loan would exceed 33-1/3% of the Fund's net assets (taken at
market value).                                                                  

      Investment  Restrictions.  The Fund is subject  to  certain  restrictions,
which are set forth in the  Statement of Additional  Information,  regarding its
investments  which  may  not be  altered  without  the  approval  of the  Fund's
shareholders. Those restrictions include, among others, limitations with respect
to the percentages of the value of the Fund's total assets which may be invested
in any one company or in one industry.                                          

THE FUND AND ITS MANAGEMENT                                                     

      The Fund 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 March 20, 1959, under the laws of Maryland as "Financial
Industrial  Income Fund,  Inc." and commenced  business on February 1, 1960. The
name "INVESCO Industrial Income Fund, Inc." was adopted as a trade name for     
the Fund in April 1993.  The overall supervision of the Fund is the             
responsibility of its board of directors.                                       

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      Pursuant  to an  agreement  with  the  Fund,  INVESCO  Funds  Group,  Inc.
("INVESCO"),  7800 E.  Union  Avenue,  Denver,  Colorado,  serves as the  Fund's
investment adviser. INVESCO is primarily responsible for providing the Fund with
various  administrative  services,  and  supervising  the Fund's daily  business
affairs. These services are subject to review by the Fund's board of directors. 
      The  following  persons  serve as  portfolio  managers of the Fund and are
primarily  responsible for the day-to-day  management of the Fund's portfolio of
securities:                                                                     

Charles P. Mayer                    Co-portfolio manager of INVESCO             
                          Industrial Income Fund since 1993;
                            co-portfolio manager of INVESCO VIF-
                           Industrial Income Portfolio; senior
                    vice president (since 1994),
                          portfolio manager (since 1993) and
                        vice president (1993 to 1994) of
                       INVESCO Trust Company; formerly
                        (1984 to 1993) portfolio manager
                        with Westinghouse Pension; began
                            investment career in 1969; B.A., St.
                           Peter's College; M.B.A., St. John's
   University.

Donovon J. (Jerry) Paul, CFA        Co-portfolio manager of INVESCO             
                          Industrial Income Fund since 1994;
                        portfolio manager of the INVESCO
                       High Yield Fund, INVESCO Select
                        Income Fund and INVESCO VIF-High
                     Yield Portfolio; co-portfolio
                            manager of INVESCO Balanced Fund and
                     INVESCO VIF-Industrial Income
                        Portfolio; portfolio manager and
                        senior vice president of INVESCO
                           Trust Company since 1994; formerly,
                          senior vice president and director
                         of fixed-income research (1989 to
                            1992) and portfolio manager (1987 to
                       1992) with Stein, Roe & Farnham
                          Inc., and president (1993 to 1994)
                         of Quixote Investment Management,
                        Inc.; began investment career in
                        1976; B.B.A. University of Iowa;
                           M.B.A. University of Northern Iowa;
                    Chartered Financial Analyst;
                    Certified Public Accountant.

      INVESCO is an indirect  wholly-owned  subsidiary  of INVESCO PLC ("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                                 

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1932 and,  as of June 30,  1994,  managed  13  mutual  funds,  consisting  of 34
separate  portfolios,  with  combined  assets of  approximately  $9.3 billion on
behalf of over 860,000 shareholders.                                            

      Pursuant to an agreement  with INVESCO,  INVESCO  Trust Company  ("INVESCO
Trust"),  7800  E.  Union  Avenue,  Denver,  Colorado,   serves  as  the  Fund's
sub-adviser.  INVESCO Trust, a trust company  founded in 1969, is a wholly-owned
subsidiary  of INVESCO that served as advisor or  sub-advisor  to 31  investment
portfolios as of June 30, 1994,  including 25  portfolios in the INVESCO  group.
These 31 portfolios  had aggregate  assets of  approximately  $8.5 billion as of
June 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 Fund's  investments.  Although the Fund is not a party to the
sub- advisory agreement,  the agreement has been approved by the shareholders of
the Fund.                                                                       

      The Fund pays  INVESCO a monthly fee which is based upon a  percentage  of
the Fund's average net assets  determined daily. The maximum rate payable by the
Fund for each  fiscal  year is 0.60% of the first  $350  million  of the  Fund's
average net  assets;  0.55% of the next $350  million of the Fund's  average net
assets;  and 0.50% of the Fund's  average net assets in excess of $700  million.
Effective October 15, 1992, INVESCO has voluntarily agreed to waive that portion
of its fee which  exceeds  0.45% of the average net assets of the Fund in excess
of $2 billion. In addition,  effective October 21, 1993, INVESCO has voluntarily
agreed to waive that portion of its fee which  exceeds  0.40% of the average net
assets of the Fund in excess of $4  billion.  For the fiscal year ended June 30,
1994,  investment advisory fees paid by the Fund amounted to 0.49% of the Fund's
average net assets.  In the absence of such voluntary  expense  limitation,  the
investment  advisory  fees paid by the Fund for the  fiscal  year ended June 30,
1994,  would  have been  0.51% of the  Fund's  average  net  assets.  Out of its
advisory fee which it receives from the Fund, INVESCO pays INVESCO Trust, as the
Fund's sub-adviser, a monthly fee, which is computed at the annual rate of 0.25%
on the first $200  million of the Fund's  average net  assets;  and 0.20% of the
Fund's average net assets in excess of $200 million. Effective October 15, 1992,
INVESCO Trust has voluntarily  agreed to waive that portion of its  sub-advisory
fee which  exceeds  0.18% of the  average net assets of the Fund in excess of $2
billion. In addition,  effective October 21, 1993, INVESCO Trust has voluntarily
agreed to waive that portion of its sub- advisory fee which exceeds 0.16% of the
average  net assets of the Fund in excess of $4  billion.  No fee is paid by the
Fund to INVESCO Trust.                                                          

      The Fund 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,                                                        

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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 shareholder accounts maintained by certain retirement
and employee  benefit plans for the benefit of participants  in such plans.  For
such  services,  the 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  the  Fund  for  providing  transfer  agent  services.  See  "Additional
Information."                                                                   

      The Fund's expenses, which are accrued daily, are deducted from the Fund's
total  income  before  dividends  are paid.  Total  expenses of the Fund for the
fiscal  year  ended  June 30,  1994,  including  investment  advisory  fees (but
excluding  brokerage  commissions,  which are a cost of  acquiring  securities),
amounted to 0.92% of the Fund's average net assets.  However,  in the absence of
such voluntary expense  limitation as discussed above, the total expenses of the
Fund for the fiscal year ended June 30, 1994 would have been 0.95% of the Fund's
average net assets.                                                             

      INVESCO, as the Fund's investment adviser, or INVESCO Trust, as the Fund'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 Fund may market its shares through intermediary brokers or
dealers that have entered into Dealer  Agreements  with  INVESCO,  as the Fund's
Distributor,  under which such  intermediary  brokers or dealers  generally  are
compensated through the payment of continuing  quarterly fees at the 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 Fund may place orders for portfolio  transactions  with  qualified
broker/dealers which recommend the Fund, or sell shares of the Fund, to clients,
or act as agent in the purchase of Fund shares for clients, if management of the
Fund  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                                                     

      The Fund's shares are sold on a continuous basis by INVESCO, as the Fund's
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 Fund.  To  purchase  shares of the Fund,  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    

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      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 Fund," 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 a lesser
amount  to be  invested  in  the  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 minimum initial purchase requirement of $1,000, as described above, does not
apply to  shareholder  account(s)  in any of the INVESCO  funds  opened prior to
January 1, 1993,  and,  thus,  is not a minimum  balance  requirement  for those
existing accounts.  However,  for shareholders already having accounts in any of
the INVESCO funds, all initial share purchases in a new fund account,  including
those made using the exchange privilege, must meet the Fund's applicable minimum
investment requirement.                                                         

      The purchase of shares can be  expedited  by placing bank wire,  overnight
courier,  or  telephone  orders.  Overnight  courier  orders must meet the above
minimum investment requirements. In no case can a bank wire order or a telephone
order be in an amount less than $1,000. For further  information,  the purchaser
may call the Fund's  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, Denver, Colorado 80237.                                   

      Orders for the Fund can be placed by telephone. Shares of the Fund 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
Fund within seven business days of the transaction.  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 Fund 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 the Fund or INVESCO incurs.  If you are already a                  
shareholder in the INVESCO funds, the Fund has the option to redeem             
shares from any identically registered account in the Fund or any               
other INVESCO fund as reimbursement for any loss incurred.  You                 

497 15th Page of 24 TOC 1st Previous Next ↓Bottom Just 15th
also may be prohibited or restricted from making future purchases               
in any of the INVESCO funds.                                                    

      Persons who invest in the Fund 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  the  Fund  in any
transaction. In that event, there is no such charge.                            

      The 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.              

      Net asset value per share of the Fund is  computed  once each day that the
New York  Stock  Exchange  is open as of the close of  regular  trading  on that
Exchange  (presently 4:00 p.m., New York time) and also may be computed on other
days under  certain  circumstances.  Net asset value per share is  calculated by
dividing the market  value of all of the Fund's  portfolio  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 the Fund. If market quotations are not readily available,
a security 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 Fund's
board of directors believes that such value represents fair value.              

      Distribution  Expenses.  The 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,  which was implemented
on  November  1, 1990,  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                          

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literature,  the cost of printing and  distributing  prospectuses to prospective
investors,  and such other services and promotional  activities as may from time
to time be agreed upon by the Fund and its board of directors,  including public
relations  efforts and  marketing  programs to  communicate  with  investors and
prospective investors.                                                          

      Under the Plan,  the  Fund's  reimbursement  to  INVESCO  is limited to an
amount  computed  at the  annual  rate of 0.25 of 1% of the 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 Fund.  Payment amounts by the 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
the Fund under the Plan in the event of its termination. Also, any payments made
by the Fund may not be used to finance the  distribution  of shares of any other
mutual  fund  advised by INVESCO.  Payments  made by the 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 FUND                                                   

      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
Fund.  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.
For  information  regarding  a  shareholder's  account  and  transactions,   the
shareholder  may call the  Fund's  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 Fund shares at the net
asset value per share 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                 

497 17th Page of 24 TOC 1st Previous Next ↓Bottom Just 17th
$10.00 by check by giving  written notice to INVESCO at least two weeks prior to
the  record  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  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  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 the Fund may be exchanged 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 Growth Fund, Inc.,  INVESCO Growth Fund, Inc.,  INVESCO
Income Funds,  Inc.,  INVESCO  International  Funds,  Inc., INVESCO Money Market
Funds,  Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds, Inc.,
INVESCO Strategic  Portfolios,  Inc.,  INVESCO Tax-Free Income Funds,  Inc., and
INVESCO Value Trust.                                                            

      An exchange  involves the  redemption of shares in the Fund and investment
of the redemption proceeds 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 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 Fund will not be
liable for following instructions communicated by telephone that it             

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reasonably  believes  to be  genuine.  The  Fund  employs  procedures,  which it
believes are  reasonable,  designed to confirm that  exchange  transactions  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 the 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, the Fund reserves the right to terminate the exchange privilege of
any  shareholder  who requests  more than four  exchanges a year.  The 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.          

497 19th Page of 24 TOC 1st Previous Next ↓Bottom Just 19th
Further  information  regarding  this  service  can be  obtained  by  contacting
INVESCO.                                                                        

      Direct Payroll  Purchase.  Shareholders  may elect to have their employers
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.       

      Tax-Sheltered  Retirement  Plans.  Shares of the 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   types  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 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 the  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,  Suite 800,
Denver, CO 80237. If no certificates have been                                  

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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.          

      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, the 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  on its 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 Fund charges no fee for  effecting
such  telephone  redemptions.  Unless  the  Fund's  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 Fund 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    

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(b)  processing  telephone  redemptions  may require up to seven days  following
receipt of the  telephone  redemption  request,  or  additional  time because of
postponements resulting from the unusual circumstances set forth above.         

      The  privilege  of  redeeming  Fund shares by  telephone  is  available to
shareholders  automatically unless expressly declined.  By signing a new account
Application,  a Telephone Transaction  Authorization Form or otherwise utilizing
telephone redemption  privileges,  the shareholder has agreed that the Fund will
not be liable for  following  instructions  communicated  by  telephone  that it
reasonably  believes  to be  genuine.  The  Fund  employs  procedures,  which it
believes 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 the 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 the Fund's  investments,  the Fund may
earn income in the form of dividends and interest on its investments. The Fund's
policy is to distribute  substantially  all of this income,  less  expenses,  to
shareholders  on a  quarterly  basis at the  discretion  of the Fund's  board of
directors.  Dividends are automatically  reinvested in additional Fund shares at
the net asset value on the ex-dividend  date,  unless otherwise  requested.  See
"Services Provided by the Fund - Reinvestment of Distributions."                

      Capital  Gains.  Capital gains or losses are the result of the Fund's sale
of its  portfolio  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. The Fund distributes net realized capital
gains, if any, to shareholders at least annually,  usually in December.  Capital
gain distributions are automatically reinvested in additional Fund shares at net
asset value on the ex- dividend date, unless otherwise requested.  See "Services
Provided by the Fund - Reinvestment of Distributions."                          

      Taxes.  The  Fund  intends  to  distribute  substantially  all of its  net
investment income and capital gains to shareholders,  and to continue 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 Fund 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                            

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receive from the Fund,  whether such dividends and distributions are received in
cash or reinvested in additional shares. Shareholders of the Fund are advised to
consult their own tax advisers with respect to these matters.                   

      Dividends  paid  by the  Fund  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.  Information  concerning  the  amount of
dividends   eligible  for  the   dividends-received   deduction   available  for
corporations  is contained in the Fund's  Annual  Report or may be obtained upon
request.  During the fiscal year ended June 30,  1994,  40.35% of the  dividends
declared by the Fund qualified for the dividends-received corporate deduction.  

      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 Fund have  equal  voting  rights.  When
shareholders are entitled to vote upon a matter, each shareholder is entitled to
one vote for each share owned. The Fund 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
others,  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  Fund  or as may be  required  by  applicable  law or the  Fund'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 Fund.                                                 

      Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Fund 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 Avenue,  Denver,  Colorado 80237,  acts as registrar,  transfer agent, and
dividend  disbursing  agent for the Fund pursuant to a Transfer Agency Agreement
which provides that the Fund will pay a fee of $14.00 per shareholder account or
omnibus account participant per year. This 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                                                               

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tax-qualified  retirement  plans and other  entities may provide  sub-  transfer
agency  services to the 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.                                

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INVESCO INDUSTRIAL INCOME FUND, INC.
A no-load mutual fund seeking 
current income with capital growth
as an additional factor 

  PROSPECTUS
        November 1, 1994

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                              
7800 E. Union Avenue                                                
Post Office Box 173706                                              
Denver, Colorado  80217-3706                                        

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

Cherry Creek                                                        
155-B Fillmore Street                                               

Denver Tech Center                                                  
7800 E. Union Avenue                                                
Lobby Level

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Dates Referenced Herein and Documents Incorporated by Reference

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This ‘497’ Filing	Date	First	Last	Other Filings

Filed on:	6/1/95	1
	11/30/94	1
	11/1/94	1	24
	8/31/94	1
	8/1/94	5
	6/30/94	4	22	NSAR-B
	10/21/93	4	12
	6/30/93	6
	1/1/93	14
	10/15/92	4	12
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Filing Submission 0000035732-95-000002 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Invesco Industrial Income Fund Inc – ‘497’ on 6/1/95

As of: Thursday, 6/1/95 · Accession #: 35732-95-2 · File #: 2-15382

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