INVESCO VALUE TRUST
                  INVESCO Intermediate Government Bond Fund
                          INVESCO Total Return Fund
                          INVESCO Value Equity Fund

               Supplement to Prospectuses dated January 1, 1997


A.    At numerous places in above named Funds' Prospectuses, it is noted that 
      INVESCO Funds Group, Inc. ("IFG") is the investment adviser, 
      administrator, transfer agent and distributor of the Funds.  Effective 
      September 30, 1997, INVESCO Distributors, Inc. ("IDI"), a newly-created 
      wholly-owned subsidiary of IFG, will become the distributor of the Funds.
      Effective on that date, INVESCO Value Trust (the "Trust") entered into a 
      new Distribution Agreement (the "Agreement") with IDI that is 
      substantially identical to the corresponding agreement the Trust had with
      IFG for distribution services.  The Agreement was approved by the Trust's
      Board of Trustees at a meeting held on September 2, 1997.  The Agreement
      in no way changes the basis upon which distribution services are being 
      provided to the Funds by IFG-affiliated companies.  IFG remains the
      investment adviser, administrator and transfer agent for the Funds.

B.    The discussion which appears in the INVESCO  Intermediate  Government Bond
      Fund  Prospectus  under the heading  "Taxes,  Dividends  and Capital  Gain
      Distributions  -  Dividends  and  Capital  Gain  Distributions"  is hereby
      amended by deleting the first three paragraphs and replacing them with the
      following two paragraphs:

            Dividends  and Capital Gain  Distributions.  The Fund may earn
            income  from  income  and other  distributions  on its  investments.
            Dividends paid by the Fund will be based solely on the income earned
            by it. The Fund's policy is to distribute  substantially all of this
            income,   less  expenses,   to  shareholders.   Dividends  from  net
            investment  income  are  declared  daily  and paid  monthly,  at the
            discretion  of  the  Trust's   Board  of  Trustees.   Dividends  are
            automatically reinvested in additional shares of the Fund at the net
            asset value on the ex-dividend date, unless otherwise requested.
                  Capital  gains or losses are the result of the Fund's  sale of
            its  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  its net realized  capital  gains,  if any, to its
            shareholders  at least annually,  usually in December.  Capital gain
            distributions are automatically reinvested in additional shares of 
            the Fund at the net asset value per share on the ex-dividend date,
            unless otherwise requested. Capital gain distributions are paid to 
            shareholders who hold shares on the record date of distribution 
            regardless of how long the shares have been held.  The Fund's share
            price will then drop by the amount of the distribution on the day 
            the distribution is made.  If a shareholder purchases shares 
            immediately prior to the distribution, the shareholder will, in 
            effect, have "bought" the distribution by paying the full purchase
            price, a portion of which is then returned in the form of a taxable
            distribution.

This Supplement supersedes the Supplement dated September 29, 1997.

The date of this Supplement is October 10, 1997.