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                                AIM CHARTER FUND
                             AIM CONSTELLATION FUND
                               AIM WEINGARTEN FUND

                               INSTITUTIONAL CLASS

                        Supplement dated February 4, 2000
                     to the Prospectus dated January 6, 2000

At a meeting held on February 3, 2000, the Board of Directors of AIM Equity
Funds, Inc. (the company), on behalf of AIM Charter Fund, AIM Constellation Fund
and AIM Weingarten Fund (the funds), voted to request shareholders to approve
the following items that will affect the funds:

     -    An Agreement and Plan of Reorganization which provides for the
          reorganization of the company, which is currently a Maryland
          corporation, as a Delaware business trust;

     -    A new advisory agreement between the company and A I M Advisors, Inc.
          (AIM). The principal changes to the advisory agreement are (i) the
          deletion of references to the provision of administrative services and
          certain expense limitations that are no longer applicable, and (ii)
          the clarification of provisions relating to delegations of
          responsibilities and the non-exclusive nature of AIM's services. The
          revised advisory agreement does not change the fees paid by the funds
          (except that the agreement permits the funds to pay a fee to AIM in
          connection with any new securities lending program implemented in the
          future); and

     -    Changing the funds' fundamental investment restrictions. The proposed
          revisions to the funds' fundamental investment restrictions are
          described in a supplement to the funds' statement of additional
          information.

The Board of Directors of the company has called a meeting of each fund's
shareholders to be held on or about May 3, 2000 to vote on these and other
proposals. Only shareholders of record as of February 18, 2000 will be entitled
to vote at the meeting. Proposals that are approved are expected to become
effective on or about May 26, 2000.

At the February 3, 2000 meeting of the company's Board, the Directors approved a
change in AIM Weingarten Fund's investment objective. The change would delete
references to the types of securities that the fund will purchase to achieve its
objective. Pursuant to this change, which will become effective on or about May
26, 2000, the fund's investment objective will read: "The fund's investment
objective is to provide growth of capital."

At the February 3, 2000 meeting of the company's Board, the Directors also
approved the following investment policy change with respect to AIM Charter
Fund, which is effective immediately. The second paragraph under the heading
"INVESTMENT OBJECTIVES AND STRATEGIES - AIM CHARTER FUND (CHARTER)" on page 1 of
the prospectus is hereby deleted in its entirely, and is replaced with the
following:

     "The fund seeks to meet these objectives by investing at least 65% of its
     total assets in securities of established companies that have long-term
     above-average growth in earnings and dividends, and growth companies that
     the portfolio managers believe have the potential for above-average growth
     in earnings and dividends. The portfolio managers consider whether to sell
     a particular security when they believe the security no longer has that
     potential. The fund may also invest up to 20% of its total assets in
     foreign securities."


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                            INSTITUTIONAL CLASSES OF

                                AIM CHARTER FUND
                             AIM CONSTELLATION FUND
                               AIM WEINGARTEN FUND

                  (SERIES PORTFOLIOS OF AIM EQUITY FUNDS, INC.)

                        Supplement dated February 4, 2000
        to the Statement of Additional Information dated January 6, 2000


At a meeting held on February 3, 2000, the Board of Directors of AIM Equity
Funds, Inc. (the "Company"), on behalf of its AIM Charter Fund, AIM
Constellation Fund and AIM Weingarten Fund portfolios (the "Funds"), voted to
request shareholder approval to amend the Funds' fundamental investment
restrictions. The Board of Directors has called a meeting of the Fund's
shareholders to be held on or about May 3, 2000. Only shareholders of record as
of February 18, 2000 are entitled to vote at the meeting. Proposals that are
approved are expected to become effective on or about May 26, 2000.

If shareholders approve the proposal to amend the Funds' fundamental investment
restrictions, each of the AIM Charter Fund, AIM Constellation Fund and AIM
Weingarten Fund will operate under the following fundamental investment
restrictions:

Each Fund is subject to the following investment restrictions, which may be
changed only by a vote of a majority of such Fund's outstanding shares:

          (a) the Fund is a "diversified company" as defined in the 1940 Act.
     The Fund will not purchase the securities of any issuer if, as a result,
     the Fund would fail to be a diversified company within the meaning of the
     1940 Act, and the rules and regulations promulgated thereunder, as such
     statute, rules and regulations are amended from time to time or are
     interpreted from time to time by the SEC staff (collectively, the 1940 Act
     laws and interpretations) or except to the extent that the Fund may be
     permitted to do so by exemptive order or similar relief (collectively, with
     the 1940 Act laws and interpretations, the 1940 Act laws, interpretations
     and exemptions). In complying with this restriction, however, the Fund may
     purchase securities of other investment companies to the extent permitted
     by the 1940 Act laws, interpretations and exemptions.

          (b) the Fund may not borrow money or issue senior securities, except
     as permitted by the 1940 Act laws, interpretations and exemptions.

          (c) the Fund may not underwrite the securities of other issuers. This
     restriction does not prevent the Fund from engaging in transactions
     involving the acquisition, disposition or resale of its portfolio
     securities, regardless of whether the Fund may be considered to be an
     underwriter under the Securities Act of 1933.

          (d) the Fund will not make investments that will result in the
     concentration (as that term may be defined or interpreted by the 1940 Act
     laws, interpretations and exemptions) of its investments in the securities
     of issuers primarily engaged in the same industry. This restriction does
     not limit the Fund's investments in (i) obligations issued or guaranteed by
     the U.S. Government, its agencies or instrumentalities or (ii) tax-exempt
     obligations issued by governments or political subdivisions of governments.
     In complying with this restriction, the Fund will not consider a
     bank-issued guaranty or financial guaranty insurance as a separate
     security.

          (e) the Fund may not purchase real estate or sell real estate unless
     acquired as a result of ownership of securities or other instruments. This
     restriction does not prevent the Fund from investing in issuers that
     invest, deal, or otherwise engage in transactions in real estate or
     interests therein, or investing in securities that are secured by real
     estate or interests therein.



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          (f) the Fund may not purchase physical commodities or sell physical
     commodities unless acquired as a result of ownership of securities or other
     instruments. This restriction does not prevent the Fund from engaging in
     transactions involving futures contracts and options thereon or investing
     in securities that are secured by physical commodities.

          (g) the Fund may not make personal loans or loans of its assets to
     persons who control or are under common control with the Fund, except to
     the extent permitted by 1940 Act laws, interpretations and exemptions. This
     restriction does not prevent the Fund from, among other things, purchasing
     debt obligations, entering into repurchase agreements, loaning its assets
     to broker-dealers or institutional investors, or investing in loans,
     including assignments and participation interests.

          (h) the Fund may, notwithstanding any other fundamental investment
     policy or limitation, invest all of its assets in the securities of a
     single open-end management investment company with substantially the same
     fundamental investment objectives, policies and restrictions as the Fund.

The investment restrictions set forth above provide the Funds with the ability
to operate under new interpretations of the 1940 Act or pursuant to exemptive
relief from the SEC without receiving prior shareholder approval of the change.
Even though the Funds have this flexibility, the Board of Directors has adopted
internal guidelines for each Fund relating to certain of these restrictions
which the adviser must follow in managing the Funds. Any changes to these
guidelines, which are set forth below, require the approval of the Board of
Directors.

     1.   In complying with the fundamental restriction regarding issuer
          diversification, the Fund will not, with respect to 75% of its total
          assets, purchase securities of any issuer (other than securities
          issued or guaranteed by the U.S. Government or any of its agencies or
          instrumentalities), if, as a result, (i) more than 5% of the Fund's
          total assets would be invested in the securities of that issuer, or
          (ii) the Fund would hold more than 10% of the outstanding voting
          securities of that issuer. The Fund may (i) purchase securities of
          other investment companies as permitted by Section 12(d)(1) of the
          1940 Act and (ii) invest its assets in securities of other money
          market funds and lend money to other investment companies and their
          series portfolios that have AIM as an investment adviser, subject to
          the terms and conditions of any exemptive orders issued by the SEC.

     2.   In complying with the fundamental restriction regarding borrowing
          money and issuing senior securities, the Fund may borrow money in an
          amount not exceeding 33 1/3% of its total assets (including the amount
          borrowed) less liabilities (other than borrowings). The Fund may
          borrow from banks, broker/dealers or other investment companies or
          their series portfolios that have AIM or an affiliate of AIM as an
          investment advisor (an AIM Fund). AIM Charter Fund and AIM Weingarten
          Fund may not borrow for leveraging, but may borrow for temporary or
          emergency purposes, in anticipation of or in response to adverse
          market conditions, or for cash management purposes. AIM Charter Fund
          and AIM Weingarten Fund may not purchase additional securities when
          any borrowings from banks exceed 5% of the Fund's total assets.

     3.   In complying with the fundamental restriction regarding industry
          concentration, the Fund may invest up to 25% of its total assets in
          the securities of issuers whose principal business activities are in
          the same industry.

     4.   In complying with the fundamental restriction with regard to making
          loans, the Fund may lend up to 33 1/3% of its total assets and may
          lend money to another AIM Fund, on such terms and conditions as the
          SEC may require in an exemptive order.

     5.   Notwithstanding the fundamental restriction on investing all of the
          Fund's assets in an open-end fund, the Fund may not invest all of its
          assets in the securities of a single open-end management investment
          company with the same fundamental investment objectives, policies and
          limitations as the Fund.

If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values of assets will not be
considered a violation of the restriction.



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Effective immediately, the following new section is added after the paragraph
appearing under the heading "INVESTMENT STRATEGIES AND RISKS - INVESTMENT IN
UNSEASONED ISSUERS" on page 14 of the Statement of Additional Information:

     "EQUITY-LINKED DERIVATIVES

          Each may invest in equity-linked derivative products designed to
     replicate the composition and performance of particular indices. Examples
     of such products include S&P Depositary Receipts ("SPDRs"), World Equity
     Benchmark Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones
     Industrial Average Instruments ("DIAMONDS") and Optomised Portfolios as
     Listed Securities ("OPALS"). Investments in equity-linked derivatives
     involve the same risks associated with a direct investment in the types of
     securities included in the indices such products are designed to track.
     There can be no assurance that the trading price of the equity-linked
     derivatives will equal the underlying value of the basket of securities
     purchased to replicate a particular index or that such basket will
     replicate the index. Investments in equity-linked derivatives may
     constitute investment in other investment companies. See "Investment in
     Other Investment Companies.""

Effective immediately, the following replaces in its entirety the paragraph
appearing under the heading "INVESTMENT STRATEGIES AND RISKS - INVESTMENT IN
OTHER INVESTMENT COMPANIES" on page 14 of the Statement of Additional
Information:

          "Each of the Funds may invest in other investment companies to the
     extent permitted by the 1940 Act, and rules and regulations thereunder, and
     if applicable, exemptive orders granted by the SEC. The following
     restrictions apply to investments in other investment companies other than
     Affiliated Money Market Funds (defined below): (i) a Fund may not purchase
     more than 3% of the total outstanding voting stock of another investment
     company; (ii) a Fund may not invest more than 5% of its total assets in
     securities issued by another investment company; and (iii) a Fund may not
     invest more than 10% of its total assets in securities issued by other
     investment companies other than Affiliated Money Market Funds. With respect
     to a Fund's purchase of shares of another investment company, including
     Affiliated Money Market Funds, the Fund will indirectly bear its
     proportionate share of the advisory fees and other operating expenses of
     such investment company. The Funds have obtained an exemptive order from
     the SEC allowing them to invest in money market funds that have AIM or an
     affiliate of AIM as an investment adviser (the "Affiliated Money Market
     Funds"), provided that investments in Affiliated Money Market Funds do not
     exceed 25% of the total assets of such Fund. With respect to a fund's
     purchase of shares of the Affiliated Money Market Funds, the Fund will
     indirectly pay the advisory fees and other operating expenses of the
     Affiliated Money Market Funds."



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