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

                Supplement to Prospectuses dated January 1, 1997

     The Section of each Fund's  Prospectus  entitled  "Annual Fund Expenses" is
amended to delete the first paragraph and substitute the following  paragraph in
its place:

     The Fund is 100% no-load; there are no fees to purchase, exchange or redeem
     shares.  Effective  November 1, 1997,  the Fund is authorized to pay a Rule
     12b-1  distribution  fee of up to one  quarter of one percent of the Fund's
     average net assets each year. (See "How Shares Can Be Purchased.)

     The  Section  of  each  Fund's  Prospectus  entitled  "How  Shares  Can  Be
Purchased"  is  amended  to add  the  following  information  at the  end of the
Section:

          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.  The
     Plan  applies to New  Assets  (new  sales of  shares,  exchanges  into each
     Portfolio and  reinvestments of dividends and capital gains  distributions)
     of the Fund after November 1, 1997. Under the Plan, monthly payments may be
     made by the Fund to IDI to  permit  IDI,  at its  discretion,  to engage in
     certain  activities,  and provide certain services approved by the board of
     directors  in  connection  with the  distribution  of the Fund's  shares to
     investors.  These  activities  and  services  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,
     which may  include  IFG and IDI  affiliated  companies,  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  permissible   activities  and  services  include
     advertising, the preparation and distribution of sales literature, printing
     and  distributing  prospectuses  to prospective  investors,  and such other
     services and  promotional  activities for the Fund as may from time to time
     be agreed upon by IDI and the Board, including public relations efforts and
     marketing programs to communicate with investors and prospective investors.
     These  services and activities may be conducted by the staff of IFG, IDI or
     their affiliates or by third parties.

         Under the Plan, the Trust's  payments to IDI on behalf of each Fund are
     limited  to an amount  computed  at an annual  rate of 0.25% of the  Fund's
     average net New Assets during the month. IDI is not entitled to payment for
     overhead  expenses  under the Plan, but may be paid for all or a portion of
     the  compensation  paid for  salaries and other  employee  benefits for the
     personnel of IDI whose primary responsibilities involve marketing shares of
     the INVESCO funds,







     including the Fund.  Payment  amounts by each Fund under the Plan,  for any
     month, may be made to compensate IDI for permissible  activities engaged in
     and services  provided by IDI during the rolling  12-month  period in which
     that  month  falls,  although  this  period is  extended  to 24 months  for
     obligations  incurred during the first 24 months of the Fund's  operations.
     Therefore,  any  obligations  incurred by IDI in excess of the  limitations
     described  above will not be paid by the Fund  under the Plan,  and will be
     borne by IDI.  In  addition,  IDI may  from  time to time  make  additional
     payments  from its  revenues  to  securities  dealers  and other  financial
     institutions  that  provide   distribution-related   and/or  administrative
     services for the Fund.  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  directly the distribution of shares of any
     other Fund of the Trust or other mutual fund advised by IFG or  distributed
     by IDI.  Payments  made by each  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.

     The  Section  of  the  INVESCO  Value  Equity  Fund's  Prospectus  entitled
"Investment Objectives and Policies" is amended to add the following information
at the end of the Section:

          Options and Futures. The Fund may write, purchase or sell put and call
     options on  individual  securities,  security  indexes and  currencies,  or
     financial  futures or options on financial  futures,  or undertake  forward
     currency  contracts.  These  practices and their risks are discussed  under
     "Investment  Policies and  Restrictions"  in the  Statement  of  Additional
     Information.

The date of this Supplement is November 3, 1997.











                               INVESCO VALUE TRUST
                            INVESCO Total Return Fund

                 Supplement to Prospectus dated January 1, 1997

     The Section of the above Fund's Prospectus entitled "Investment  Objectives
and  Policies"  is amended to add the  following  information  at the end of the
Section:

          Options and Futures. The Fund may write, purchase or sell put and call
     options on  individual  securities,  security  indexes and  currencies,  or
     financial  futures or options on financial  futures,  or undertake  forward
     currency  contracts.  These  practices and their risks are discussed  under
     "Investment  Policies and  Restrictions"  in the  Statement  of  Additional
     Information.

The date of this Supplement is November 3, 1997.












                               INVESCO VALUE TRUST

     Supplement to Statement of Additional Information dated January 1, 1997

The Section of the Trust's  Statement of  Additional  Information  entitled "How
Shares Can Be  Purchased"  is amended to add the  following  language  after the
existing language in the Section:

          The Intermediate Government Bond and Value Equity Funds have adopted a
     Plan and  Agreement of  Distribution  (the  "Plan")  pursuant to Rule 12b-1
     under the 1940 Act, which was implemented on November 1, 1997. The Plan was
     approved  on May 16,  1997,  at a  meeting  called  for such  purpose  by a
     majority of the trustees of the Trust, including a majority of the trustees
     who neither are  "interested  persons" of the Trust nor have any  financial
     interest in the  operation  of the Plan  ("12b-1  trustees").  The Plan was
     approved  by the  shareholders  of these  Funds on October  28,  1997.  The
     following disclosures relate only to the Intermediate Bond and Value Equity
     Funds and do not concern the Total Return Fund.

          The Plan provides that the Funds may make monthly  payments to INVESCO
     Distributors, Inc. ("IDI") of amounts computed at an annual rate no greater
     than 0.25% of each Fund's new sales of shares,  exchanges into the Fund and
     reinvestments  of  dividends  and capital  gain  distributions  added after
     November 1, 1997, to reimburse  the Funds for expenses  incurred by them in
     connection  with the  distribution  of their shares to  investors.  Payment
     amounts  by a Fund  under  the  Plan,  for any  month,  may only be made to
     compensate or pay expenditures  incurred during the rolling 12-month period
     in which that month falls.  For the fiscal year ended August 31, 1997,  the
     Funds had not made any payments to INVESCO Funds Group,  Inc.  ("IFG") (the
     predecessor  of IDI as  distributor of shares of the Funds) under the Plan.
     As noted in the Prospectuses, one type of expenditure permitted by the Plan
     is the payment of compensation to securities companies, and other financial
     institutions and organizations, which may include IDI-affiliated companies,
     in order  to  obtain  various  distribution-related  and/or  administrative
     services  for the  Funds.  Each Fund is  authorized  by the Plan to use its
     assets to finance the payments made to obtain those services. Payments will
     be made by IDI to broker-dealers  who sell shares of a Fund and may be made
     to banks, savings and loan associations and other depository  institutions.
     Although the  Glass-Steagall Act limits the ability of certain banks to act
     as underwriters of mutual fund shares,  the Funds do not believe that these
     limitations   would  affect  the  ability  of  such  banks  to  enter  into
     arrangements  with IDI, but can give no assurance in this regard.  However,
     to the extent it is determined  otherwise in the future,  arrangements with
     banks might have to be modified or terminated,  and, in that case, the size
     of one or more of the Funds  possibly could decrease to the extent that the
     banks would no longer invest customer assets in a particular Fund.  Neither
     the Trust nor its  investment  adviser will give any preference to banks or
     other  depository  institutions  which  enter into such  arrangements  when
     selecting investments to be made by each Fund.

          The Plan was not implemented  until November 1, 1997.  Therefore,  for
     the fiscal year ended  August 31, 1997,  no 12b-1  amounts were paid by the
     Intermediate Government Bond Fund or Value Equity Fund.







         

          The nature and scope of  services  which are  provided  by  securities
     dealers and other organizations may vary by dealer but include, among other
     things,  processing new  stockholder  account  applications,  preparing and
     transmitting to the Trust's  Transfer Agent  computer-processable  tapes of
     each Fund's  transactions  by customers,  serving as the primary  source of
     information to customers in answering  questions  concerning each Fund, and
     assisting in other customer transactions with each Fund.

          The Plan  provides  that it shall  continue in effect with  respect to
     each Fund for so long as such  continuance is approved at least annually by
     the vote of the board of  trustees  cast in person at a meeting  called for
     the purpose of voting on such continuance.  The Plan can also be terminated
     at any time with respect to any Fund, without penalty, if a majority of the
     12b-1  trustees,  or shareholders of such Fund, vote to terminate the Plan.
     The Trust may, in its absolute  discretion,  suspend,  discontinue or limit
     the offering of its shares of any Fund at any time. In determining  whether
     any such action should be taken,  the board of trustees intends to consider
     all  relevant  factors  including,   without  limitation,  the  size  of  a
     particular Fund, the investment  climate for any particular  Fund,  general
     market  conditions,  and the  volume of sales and  redemptions  of a Fund's
     shares.  The Plan may continue in effect and payments may be made under the
     Plan following any such temporary  suspension or limitation of the offering
     of a Fund's shares;  however,  neither Fund is  contractually  obligated to
     continue  the Plan for any  particular  period of time.  Suspension  of the
     offering of a Fund's  shares would not, of course,  affect a  shareholder's
     ability  to  redeem  his  shares.  So long as the  Plan is in  effect,  the
     selection and nomination of persons to serve as independent trustees of the
     Trust shall be committed to the independent  trustees then in office at the
     time of such  selection  or  nomination.  The  Plan may not be  amended  to
     increase  materially the amount of any Fund's payments  thereunder  without
     approval of the  shareholders of that Fund, and all material  amendments to
     the Plan must be approved by the board of trustees, including a majority of
     the 12b-1 trustees.  Under the agreement  implementing the Plan, IDI or the
     Funds,  the latter by vote of a majority of the 12b-1  trustees,  or of the
     holders  of a  majority  of a Fund's  outstanding  voting  securities,  may
     terminate  such  agreement  as to that Fund  without  penalty upon 30 days'
     written  notice to the other party.  No further  payments will be made by a
     Fund under the Plan in the event of its termination as to that Fund.

          To the extent that the Plan constitutes a plan of distribution adopted
     pursuant  to Rule 12b-1  under the 1940 Act,  it shall  remain in effect as
     such,  so as to authorize  the use of each Fund's assets in the amounts and
     for the purposes set forth  therein,  notwithstanding  the occurrence of an
     assignment, as defined by the 1940 Act, and rules thereunder. To the extent
     it constitutes an agreement  pursuant to a plan, each Fund's  obligation to
     make payments to IDI shall  terminate  automatically,  in the event of such
     "assignment,"  in which  case  the  Funds  may  continue  to make  payments
     pursuant to the Plan to IDI or another  organization only upon the approval
     of new arrangements, which may or may not be with IDI, regarding the use of
     the amounts  authorized  to be paid by it under the Plan,  by the trustees,
     including a majority of the 12b-1  trustees,  by a vote cast in person at a
     meeting called for such purpose.








          Information  regarding  the services  rendered  under the Plan and the
     amounts  paid  therefor by the Funds are  provided to, and reviewed by, the
     trustees on a quarterly  basis. On an annual basis,  the trustees  consider
     the  continued  appropriateness  of the Plan and the level of  compensation
     provided therein.

          The only  trustees or interested  persons,  as that term is defined in
     Section  2(a)(19)  of the 1940  Act,  of the  Trust  who  have a direct  or
     indirect  financial  interest in the operation of the Plan are the officers
     and trustees of the Trust listed  herein  under the section  entitled  "The
     Trust And Its  Management--Officers and Trustees of the Trust" who are also
     officers either of IDI or companies affiliated with IDI. The benefits which
     the  Trust  believes  will  be  reasonably  likely  to  flow  to it and its
     shareholders under the Plan include the following:

               (1)  Enhanced marketing efforts, if successful,  should result in
                    an  increase in net assets  through  the sale of  additional
                    shares and afford greater resources with which to pursue the
                    investment objectives of the Funds;

               (2)  The sale of additional  shares reduces the  likelihood  that
                    redemption  of  shares  will  require  the   liquidation  of
                    securities  of the Funds in  amounts  and at times  that are
                    disadvantageous for investment purposes;

               (3)  The positive effect which increased Fund assets will have on
                    its revenues could allow IFG and its affiliated companies:

                    (a)  To  have  greater   resources  to  make  the  financial
                         commitments  necessary to improve the quality and level
                         of each Fund's  shareholder  services  (in both systems
                         and personnel),

                    (b)  To  increase  the  number  and  type  of  mutual  funds
                         available  to  investors  from  IFG and its  affiliated
                         companies  (and  support  them in their  infancy),  and
                         thereby expand the investment  choices available to all
                         shareholders, and

                    (c)  To acquire and retain talented  employees who desire to
                         be associated with a growing organization; and

               (4)  Increased Fund assets may result in reducing each investor's
                    share of certain expenses  through  economies of scale (e.g.
                    exceeding  established   breakpoints  in  the  advisory  fee
                    schedule and  allocating  fixed expenses over a larger asset
                    base), thereby partially offsetting the costs of the Plan.


The  Section  of  the  Trust's  Statement  of  Additional  Information  entitled
"Investment  Policies and  Restrictions"  is hereby amended to add the following
language after  "Investment  Policies and Restrictions - Real Estate  Investment
Trusts":

                   




          The Total  Return and Value  Equity  Funds have adopted a policy which
     permits  each  Fund to write,  purchase,  or sell put and call  options  on
     individual  securities,  securities  indexes and  currencies,  or financial
     futures or options on  financial  futures,  or undertake  forward  currency
     contracts.  The  following  subSections  entitled  "Put and Call  Options,"
     "Futures and Options on Futures," and "Options on Futures Contracts," apply
     only to the Total Return and Value Equity Funds.

          Put and Call Options.  An option on a security provides the purchaser,
     or "holder," with the right,  but not the obligation,  to purchase,  in the
     case of a "call"  option,  or  sell,  in the  case of a "put"  option,  the
     security or securities underlying the option, for a fixed exercise price up
     to a stated  expiration  date.  The holder pays a  non-refundable  purchase
     price for the option,  known as the  "premium."  The maximum amount of risk
     the  purchaser  of the option  assumes is equal to the premium plus related
     transaction costs,  although the entire amount may be lost. The risk of the
     seller, or "writer," however, is potentially  unlimited,  unless the option
     is  "covered,"  which  is  generally   accomplished  through  the  writer's
     ownership of the underlying security,  in the case of a call option, or the
     writer's  segregation  of an  amount  of cash or  securities  equal  to the
     exercise price, in the case of a put option. If the writer's  obligation is
     not so  covered,  it is subject to the risk of the full  change in value of
     the underlying security from the time the option is written until exercise.

          Upon  exercise  of the  option,  the  holder  is  required  to pay the
     purchase price of the underlying security, in the case of a call option, or
     to deliver the security in return for the purchase  price, in the case of a
     put option.  Conversely, the writer is required to deliver the security, in
     the case of a call option,  or to purchase the  security,  in the case of a
     put option.  Options on securities which have been purchased or written may
     be  closed  out  prior  to  exercise  or  expiration  by  entering  into an
     offsetting  transaction  on the exchange on which the initial  position was
     established, subject to the availability of a liquid secondary market.

          Options on  securities  are traded on national  securities  exchanges,
     such as the  Chicago  Board of  Options  Exchange  and the New  York  Stock
     Exchange,  which are regulated by the Securities  and Exchange  Commission.
     The Options Clearing  Corporation  guarantees the performance of each party
     to an exchange-traded option, by in effect taking the opposite side of each
     such   option.   A  holder  or  writer  may  engage  in   transactions   in
     exchange-traded  options on securities and options on indices of securities
     only through a registered  broker/dealer  which is a member of the exchange
     on which the option is traded.

          An option position in an exchange-traded option may be closed out only
     on an exchange which provides a secondary  market for an option of the same
     series.  Although  a Fund will  generally  purchase  or write    only those
     options for which there appears to be an active secondary market,  there is
     no assurance that a liquid  secondary  market on an exchange will exist for
     any particular option at any particular time. In such event it might not be
     possible to effect  closing  transactions  in a particular  option with the
     result that a Fund would have to exercise  the option in order to   realize
     any profit. This would result in a Fund's incurring brokerage   commissions
     upon the disposition of underlying securities acquired through the exercise
     of a call option or upon the  purchase of  underlying  securities  upon the
     exercise of a put  option.  If a Fund as covered  call  option  writer   is
     unable to effect a closing  purchase  transaction  in a  secondary  market,
     unless      a      Fund     is       required       to    deliver       the
     securities         pursuant        to        the        assignment       of




     an exercise  notice,  it will not be able to sell the  underlying  security
     until the option expires.

          Reasons for the potential  absence of a liquid  secondary market on an
     exchange  include  the  following:  (i) there may be  insufficient  trading
     interest  in  certain  options;  (ii)  restrictions  may be  imposed  by an
     exchange on opening  transactions or closing  transactions  or both;  (iii)
     trading  halts,  suspensions  or other  restrictions  may be  imposed  with
     respect  to   particular   classes  or  series  of  options  or  underlying
     securities;  (iv) unusual or unforeseen  circumstances may interrupt normal
     operations on an exchange;  (v) the facilities of an exchange or a clearing
     corporation  may not at all times be  adequate  to handle  current  trading
     volume; or (vi) one or more exchanges could, for economic or other reasons,
     decide or be  compelled at some future date to  discontinue  the trading of
     options  (or  particular  class or series of  options)  in which  event the
     secondary  market on that  exchange  (or in the class or series of options)
     would cease to exist,  although  outstanding options on that exchange which
     had been  issued by a  clearing  corporation  as a result of trades on that
     exchange would  continue to be exercisable in accordance  with their terms.
     There is no  assurance  that higher than  anticipated  trading  activity or
     other unforeseen  events might not, at a particular time, render certain of
     the facilities of any of the clearing  corporations  inadequate and thereby
     result in the  institution by an exchange of special  procedures  which may
     interfere  with the timely  execution of customers'  orders.  However,  the
     Options  Clearing  Corporation,  based on  forecasts  provided  by the U.S.
     exchanges,  believes that its  facilities are adequate to handle the volume
     of reasonably  anticipated  options  transactions,  and such exchanges have
     advised such clearing  corporation  that they believe their facilities will
     also be  adequate  to  handle  reasonably  anticipated  volume.  For a more
     complete discussion of the risks involved in futures and options on futures
     and other securities, refer to Appendix B ("Description of Futures, Options
     and Forward Contracts").

          Futures  and  Options  on  Futures.   As   described   in  the  Funds'
     Prospectuses,  each Fund may enter into futures contracts, and purchase and
     sell  ("write")  options to buy or sell futures  contracts.  The Funds will
     comply with and adhere to all limitations in the manner and extent to which
     it effects  transactions  in futures and options on such futures  currently
     imposed by the rules and policy guidelines of the Commodity Futures Trading
     Commission  ("CFTC") as  conditions  for  exemption  of a mutual  fund,  or
     investment  advisers  thereto,   from  registration  as  a  commodity  pool
     operator.  No Fund will,  as to any  positions,  whether  long,  short or a
     combination  thereof,  enter into futures and options thereon for which the
     aggregate  initial  margins and premiums exceed 5% of the fair market value
     of its assets after taking into  account  unrealized  profits and losses on
     options  it  has  entered   into.   In  the  case  of  an  option  that  is
     "in-the-money,"  as defined in the Commodity  Exchange Act (the "CEA"), the
     in-the-money  amount may be  excluded in  computing  such 5%. (In general a
     call  option  on a future  is  "in-the-money"  if the  value of the  future
     exceeds the exercise ("strike") price of the call; a put option on a future
     is  "in-the-money"  if the value of the future  which is the subject of the
     put is exceeded by the strike  price of the put.) Each Fund may use futures
     and   options   thereon   solely  for  bona  fide   hedging  or  for  other
     non-speculative  purposes  within the meaning and intent of the  applicable
     provisions of the CEA.

                 





          Unlike when a Fund purchases or sells a security,  no price is paid or
     received  by a Fund  upon  the  purchase  or  sale of a  futures  contract.
     Instead,  a   Fund will be  required  to  deposit in its  segregated  asset
     account an amount of cash or qualifying securities (currently U.S. Treasury
     bills),  currently in a minimum amount of $15,000.  This is called "initial
     margin." Such initial margin is in the nature of a performance bond or good
     faith deposit on the contract.  However, since losses on open contracts are
     required to be reflected in cash in the form of variation  margin payments,
     a Fund may be required to make  additional  payments during the term of the
     contracts to its broker.  Such  payments  would be  required,  for example,
     where,  during the term of an interest rate futures contract purchased by a
     Fund, there was a general  increase in interest rates,  thereby making such
     Fund's portfolio  securities less valuable.  In all instances involving the
     purchase of futures  contracts by a Fund,  an amount of cash  together with
     such other securities as permitted by applicable regulatory  authorities to
     be utilized  for such  purpose,  at least equal to the market  value of the
     futures  contracts,  will be deposited  in a  segregated  account with such
     Fund's  custodian to collateralize  the position.  At any time prior to the
     expiration of a futures contract, a Fund may elect to close its position by
     taking an opposite position which will operate to terminate its position in
     the futures contract.  For a more complete discussion of the risks involved
     in futures and options on futures and other securities, refer to Appendix B
     ("Description of Futures, Options and Forward Contracts").

          Where futures are  purchased to hedge  against a possible  increase in
     the price of a  security  before a Fund is able in an  orderly  fashion  to
     invest in the security, it is possible that the market may decline instead.
     If the Fund, as a result,  concluded not to make the planned  investment at
     that time because of concern as to possible  further  market decline or for
     other reasons,  the Fund would realize a loss on the futures  contract that
     is not offset by a reduction in the price of securities purchased.

          In  addition  to  the  possibility  that  there  may  be an  imperfect
     correlation  or no  correlation  at all  between  movements  in the futures
     contracts  and the  portion of the  portfolio  being  hedged,  the price of
     futures may not  correlate  perfectly  with  movements in the prices due to
     certain  market  distortions.  All  participants  in the futures market are
     subject to margin deposit and maintenance requirements. Rather than meeting
     additional  margin  deposit  requirements,   investors  may  close  futures
     contracts through  offsetting  transactions  which could distort the normal
     relationship  between  underlying  instruments and the value of the futures
     contract. Moreover, the deposit requirements in the futures market are less
     onerous than margin requirements in the securities market and may therefore
     cause increased  participation  by speculators in the futures market.  Such
     increased participation may also cause temporary price distortions.  Due to
     the  possibility  of price  distortion in the futures market and because of
     the imperfect  correlation  between movements in the underlying  instrument
     and  movements  in the  prices of futures  contracts,  the value of futures
     contracts as a hedging device may be reduced.

          In addition,  if a Fund has  insufficient  available  cash,  it may at
     times have to sell securities to meet variation margin  requirements.  Such
     sales may have to be effected at a time when it may be  disadvantageous  to
     do so.

          Options  on  Futures  Contracts.  A Fund may buy and write  options on
     futures contracts for hedging purposes.  The purchase of a call option on a
     futures  contract  is similar in some  respects  to the  purchase of a call
     







     option on an  individual  security.  Depending on the pricing of the option
     compared to either the price of the futures contract upon which it is based
     or the price of the underlying  instrument,  ownership of the option may or
     may not be  less  risky  than  ownership  of the  futures  contract  or the
     underlying  instrument.  As with the purchase of futures contracts,  when a
     Fund is not fully  invested it may buy a call option on a futures  contract
     to hedge against a market advance.

          The  writing  of a call  option on a futures  contract  constitutes  a
     partial hedge against  declining prices of the security or foreign currency
     which  is  deliverable  under,  or of the  index  comprising,  the  futures
     contract. If the futures price at the expiration of the option is below the
     exercise  price,  a Fund will retain the full amount of the option  premium
     which  provides a partial  hedge against any decline that may have occurred
     in such Fund's portfolio holdings. The writing of a put option on a futures
     contract  constitutes  a partial  hedge  against  increasing  prices of the
     security or foreign  currency which is deliverable  under,  or of the index
     comprising, the futures contract. If the futures price at expiration of the
     option is higher  than the  exercise  price,  a Fund will  retain  the full
     amount of the option  premium  which  provides a partial  hedge against any
     increase in the price of securities  which the Fund is considering  buying.
     If a call or put option  which a Fund has written is  exercised,  such Fund
     will incur a loss  which  will be  reduced by the amount of the  premium it
     received.  Depending on the degree of  correlation  between  changes in the
     value of its portfolio  securities  and changes in the value of the futures
     positions,  a Fund's  losses from  existing  options on futures may to some
     extent be  reduced  or  increased  by  changes  in the  value of  portfolio
     securities.

          The purchase of a put option on a futures  contract is similar in some
     respects to the purchase of protective put options on portfolio securities.
     For example, a Fund may buy a put option on a futures contract to hedge its
     portfolio against the risk of falling prices.

          The amount of risk a Fund  assumes when it buys an option on a futures
     contract is the premium paid for the option plus related transaction costs.
     In addition to the correlation  risks discussed  above,  the purchase of an
     option also  entails the risk that  changes in the value of the  underlying
     futures  contract  will not be reflected  fully in the value of the options
     bought.


The  Section  of  the  Trust's  Statement  of  Additional  Information  entitled
"Investment Policies and Restrictions - Investment Restrictions" contains a list
of investment  restrictions.  That list has been amended and restated to read as
follows:

               (1)  Other than  investments by the Funds,  including the INVESCO
                    Intermediate  Government Bond Fund, in obligations issued or
                    guaranteed   by  the  U.S.   Government,   its  agencies  or
                    instrumentalities,  invest  in  the  securities  of  issuers
                    conducting their principal  business  activities in the same
                    industry  (investments  in  obligations  issued by a foreign
                    government, including the agencies or instrumentalities of a
                    foreign  government,  are  considered to be investments in a
                    single  industry),  if immediately after such investment the
                    value of a Fund's  investments in such industry would exceed
                    25% of the value of such Fund's total assets;








               (2)  Invest in the  securities of any one issuer,  other than the
                    United  States   Government,   if  immediately   after  such
                    investment  more  than 5% of the  value  of a  Fund's  total
                    assets,  taken at market  value,  would be  invested in such
                    issuer or more than 10% of such issuer's  outstanding voting
                    securities would be owned by such Fund.

               (3)  Underwrite securities of other issuers, except insofar as it
                    may  technically  be  deemed  an  "underwriter"   under  the
                    Securities Act of 1933, as amended,  in connection  with the
                    disposition of a Fund's portfolio securities.

               (4)  Invest in companies for the purpose of exercising control or
                    management.

               (5)  Issue any class of senior securities or borrow money, except
                    borrowings  from banks for  temporary or emergency  purposes
                    (not  for   leveraging  or  investment)  in  an  amount  not
                    exceeding  33 1/3% of the value of a Fund's  total assets at
                    the time the borrowing is made.

               (6)  Mortgage,  pledge,  hypothecate or in any manner transfer as
                    security  for  indebtedness  any  securities  owned  or held
                    except to an extent  not  greater  than 5% of the value of a
                    Fund's total assets.

               (7)  Sell short,  except the Total  Return and Value Equity Funds
                    may purchase or sell options or futures, or write,  purchase
                    or sell puts and calls.

               (8)  Buy on  margin,  except the Total  Return  and Value  Equity
                    Funds may  purchase or sell  options or  futures,  or write,
                    purchase or sell puts and calls.

               (9)  Purchase  or sell real  estate or  interests  in real estate
                    (except for the Total Return and Value Equity  Funds).  Each
                    of the Funds may invest in securities secured by real estate
                    or interests therein or issued by companies,  including real
                    estate  investment  trusts,  which  invest in real estate or
                    interests therein.

               (10) Buy or sell commodities  contracts (however the Value Equity
                    and Total Return Funds may purchase  securities of companies
                    which invest in the foregoing).  This restriction  shall not
                    prevent  the Funds from  purchasing  or  selling  options on
                    individual  securities,  security indexes, and currencies or
                    financial  futures  or  options  on  financial  futures,  or
                    undertaking  forward  currency  contracts.  The Intermediate
                    Government  Bond Fund may enter into  interest  rate futures
                    contracts if immediately  after such a commitment the sum of
                    the  then  aggregate  futures  market  prices  of  financial
                    instruments  required  to be  delivered  under open  futures
                    contract  sales  and the  aggregate  purchase  prices  under
                    futures  contract  purchases  would  not  exceed  30% of the
                    Intermediate Government Bond Fund's total assets.








               (11) Make  loans  to  other  persons,  provided  that a Fund  may
                    purchase debt  obligations  consistent  with its  investment
                    objectives  and  policies  and  the  INVESCO  Value  Equity,
                    Intermediate  Government  Bond,  and Total  Return Funds may
                    lend  limited  amounts  (not to  exceed  10% of their  total
                    assets) of their portfolio  securities to  broker-dealers or
                    other institutional investors.

               (12) Purchase securities of other investment companies except (i)
                    in connection with a merger,  consolidation,  acquisition or
                    reorganization,  or (ii) by  purchase  in the open market of
                    securities  of other  investment  companies  involving  only
                    customary  brokers'  commissions  and  only  if  immediately
                    thereafter  (i) no more than 3% of the voting  securities of
                    any one investment company are owned by such a Fund, (ii) no
                    more than 5% of the value of the total assets of such a Fund
                    would be invested in any one investment  company,  and (iii)
                    no more than 10% of the value of the total  assets of such a
                    Fund would be invested in the securities of such  investment
                    companies.  The Trust may invest from time to time a portion
                    of the INVESCO Value Equity,  Intermediate  Government Bond,
                    and Total  Return  Funds' cash in  investment  companies  to
                    which the Adviser  serves as  investment  adviser;  provided
                    that no  management or  distribution  fee will be charged by
                    the Adviser  with respect to any such assets so invested and
                    provided further that at no time will more than 3% of such a
                    Fund's  assets be so invested.  Should such a Fund  purchase
                    securities of other investment  companies,  shareholders may
                    incur additional management and distribution fees.

               (13) Invest  in   securities   for  which   there  are  legal  or
                    contractual  restrictions on resale, except that each of the
                    Funds  may  invest no more than 2% of the value of its total
                    assets in such securities; or invest in securities for which
                    there is no readily  available  market,  except that each of
                    the Funds may  invest no more than 5% of the value its total
                    assets in such securities.

          In applying the industry  concentration  investment restriction (no. 1
     above),  the Funds use a modified S&P industry code  classification  schema
     which uses various sources to classify.

          In applying  restriction (13) above,  each Fund also includes illiquid
     securities  (those which cannot be sold in the ordinary  course of business
     within seven days at approximately the valuation given to them by the Fund)
     among the securities subject to the 5% of total assets limit.

          Additional  investment  restrictions adopted by the Trust on behalf of
     the Funds and which may be  changed  by the  Trustees  at their  discretion
     provide that the Trust, on behalf of each of the Funds, may not:

               (1)  (a) enter into any  futures  contracts,  options on futures,
                    puts  and  calls if  immediately  thereafter  the  aggregate
                    margin deposits on all  outstanding   derivative   positions
                    held       by         each       Fund      and      premiums







                    paid on  outstanding  positions,  after  taking into account
                    unrealized profits and losses, would exceed 5% of the market
                    value of the total assets of a   Fund, or (b) enter into any
                    derivative  positions  if the  aggregate  net  amount of   a
                    Fund's commitments under outstanding derivative positions of
                    a   Fund would  exceed the market  value of the total assets
                    of a Fund.

               (2)  Purchase  or sell  interests  in oil,  gas or other  mineral
                    leases or exploration or  development  programs.  All of the
                    Funds,  however,  may purchase or sell securities  issued by
                    entities which invest in such interests.

               (3)  Invest more than 5% of a Fund's total  assets in  securities
                    of companies having a record, together with predecessors, of
                    less than three years of continuous operation.

               (4)  Purchase  or  retain  the  securities  of any  issuer if any
                    individual officers and trustees/directors of the Trust, the
                    Adviser,  or any subsidiary  thereof owns  individually more
                    than  0.5% of the  securities  of that  issuer  and all such
                    officers and trustees/directors together own more than 5% of
                    the securities of that issuer.

               (5)  Engage in arbitrage transactions.

               (6)  To the  extent a Fund  invests  in  warrants,  such a Fund's
                    investment  in  warrants,  valued  at the  lower  of cost or
                    market,  may not  exceed 5% of the value of such  Fund's net
                    assets. Included within that amount, but not to exceed 2% of
                    the value of a  Fund's net  assets  may  be  warrants  which
                    are not listed on the New York or American Stock  Exchanges.
                    Warrants  acquired  by  such   Fund  as  part  of a unit  or
                    attached to securities may be deemed to be without value.

               (7)  Invest   more   than  25%  of the  value of  a Fund's  total
                    assets  in  securities  of  foreign  issuers.  Investing  in
                    securities  issued by  companies  whose  principal  business
                    activities   are  outside  the  United  States  may  involve
                    significant risks not present in domestic investments.










APPENDIX B

DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS

Options on Securities

     An option on a security  provides  the  purchaser,  or  "holder,"  with the
right, but not the obligation,  to purchase,  in the case of a "call" option, or
sell, in the case of a "put" option,  the security or securities  underlying the
option,  for a fixed exercise price up to a stated  expiration  date. The holder
pays a non-refundable purchase price for the option, known as the "premium." The
maximum  amount of risk the  purchaser  of the  option  assumes  is equal to the
premium plus related transaction costs,  although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially  unlimited,  unless
the option is "covered,"  which is generally  accomplished  through the writer's
ownership  of the  underlying  security,  in the case of a call  option,  or the
writer's  segregation  of an amount of cash or securities  equal to the exercise
price,  in the  case  of a put  option.  If the  writer's  obligation  is not so
covered, it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.

     Upon  exercise  of the option,  the holder is required to pay the  purchase
price of the underlying  security,  in the case of a call option,  or to deliver
the  security  in return for the  purchase  price,  in the case of a put option.
Conversely,  the writer is required to deliver  the  security,  in the case of a
call option, or to purchase the security,  in the case of a put option.  Options
on  securities  which have been  purchased or written may be closed out prior to
exercise  or  expiration  by  entering  into an  offsetting  transaction  on the
exchange  on  which  the  initial  position  was  established,  subject  to  the
availability of a liquid secondary market.

     Options on securities are traded on national securities exchanges,  such as
the Chicago Board of Options Exchange and the New York Stock Exchange, which are
regulated  by the  Securities  and  Exchange  Commission.  The Options  Clearing
Corporation  guarantees  the  performance  of each  party to an  exchange-traded
option,  by in effect taking the opposite side of each such option.  A holder or
writer may engage in transactions in  exchange-traded  options on securities and
options on indices of securities only through a registered  broker/dealer  which
is a member of the exchange on which the option is traded.

     An option position in an  exchange-traded  option may be closed out only on
an exchange which provides a secondary  market for an option of the same series.
Although the Fund will generally  purchase or write only those options for which
there appears to be an active  secondary  market,  there is no assurance  that a
liquid secondary  market on an exchange will exist for any particular  option at
any  particular  time. In such event it might not be possible to effect  closing
transactions in a particular  option with the result that the Fund would have to
exercise  the option in order to realize  any profit.  This would  result in the
Fund's  incurring  brokerage  commissions  upon the  disposition  of  underlying
securities  acquired  through the exercise of a call option or upon the purchase
of  underlying  securities  upon the  exercise of a put  option.  If the Fund as
covered call option writer is unable to effect a closing purchase transaction in
a  secondary  market,  unless the Fund is  required  to deliver  the  securities
pursuant to the  assignment of an exercise  notice,  it will not be able to sell
the underlying security until the option expires.








     Reasons  for the  potential  absence  of a liquid  secondary  market  on an
exchange include the following:  (i) there may be insufficient  trading interest
in certain options;  (ii)  restrictions may be imposed by an exchange on opening
transactions or closing  transactions or both; (iii) trading halts,  suspensions
or other  restrictions  may be imposed  with  respect to  particular  classes or
series  of  options  or  underlying  securities;   (iv)  unusual  or  unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an  exchange  or a clearing  corporation  may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons,  decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary  market on that exchange (or in the class or series of options)  would
cease to exist,  although  outstanding  options on that exchange  which had been
issued by a clearing  corporation  as a result of trades on that exchange  would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated  trading activity or other unforeseen  events might
not,  at a  particular  time,  render  certain of the  facilities  of any of the
clearing  corporations  inadequate and thereby  result in the  institution by an
exchange of special  procedures which may interfere with the timely execution of
customers' orders. However, the Options Clearing Corporation, based on forecasts
provided by the U.S.  exchanges,  believes that its  facilities  are adequate to
handle the  volume of  reasonably  anticipated  options  transactions,  and such
exchanges  have  advised  such  clearing  corporation  that they  believe  their
facilities will also be adequate to handle reasonably anticipated volume.

     In addition,  options on securities may be traded over-the-counter  through
financial  institutions  dealing  in such  options  as  well  as the  underlying
instruments.  OTC options are  purchased  from or sold  (written)  to dealers or
financial  institutions  which have entered into direct  agreements with a Fund.
With OTC options,  such variables as expiration date, exercise price and premium
will be agreed  upon  between a Fund and the  transacting  dealer,  without  the
intermediation of a third party such as the OCC. If the transacting dealer fails
to make or take delivery of the securities  underlying an option it has written,
in accordance with the terms of that option as written,  the Fund would lose the
premium  paid  for  the  option  as  well  as  any  anticipated  benefit  of the
transaction.  A Fund will engage in OTC option  transactions  only with  primary
U.S. Government securities dealers recognized by the Federal Reserve Bank of New
York.

Futures Contracts

     A Futures Contract is a bilateral  agreement providing for the purchase and
sale of a  specified  type and  amount  of a  financial  instrument  or  foreign
currency,  or for the making and  acceptance of a cash  settlement,  at a stated
time in the future, for a fixed price. By its terms, a Futures Contract provides
for a  specified  settlement  date on  which,  in the  case of the  majority  of
interest  rate  and  foreign  currency  futures  contracts,   the  fixed  income
securities or currency  underlying  the contract are delivered by the seller and
paid for by the  purchaser,  or on  which,  in the case of stock  index  futures
contracts and certain interest rate and foreign currency futures contracts,  the
difference  between the price at which the  contract  was  entered  into and the
contract's  closing  value is settled  between the purchaser and seller in cash.
Futures  Contracts  differ from options in that they are  bilateral  agreements,
with both the  purchaser  and the  seller  equally  obligated  to  complete  the
transaction.  In addition,  Futures  Contracts call for  settlement  only on the
expiration date, and cannot be "exercised" at any other time during their term.

         





     The purchase or sale of a Futures  Contract  also differs from the purchase
or sale of a security or the purchase of an option in that no purchase  price is
paid or received.  Instead,  an amount of cash or cash equivalent,  which varies
but may be as low as 5% or less of the value of the contract,  must be deposited
with the broker as "initial margin." Subsequent payments to and from the broker,
referred to as "variation margin," are made on a daily basis as the value of the
index or instrument underlying the Futures Contract fluctuates, making positions
in the Futures  Contract more or less  valuable,  a process known as "marking to
the market."

     A Futures Contract may be purchased or sold only on an exchange, known as a
"contract  market,"  designated by the Commodity Futures Trading  Commission for
the trading of such contract,  and only through a registered  futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearing house
guarantees  the  performance of each party to a Futures  Contract,  by in effect
taking the opposite side of such  Contract.  At any time prior to the expiration
of a Futures Contract, a trader may elect to close out its position by taking an
opposite position on the contract market on which the position was entered into,
subject  to the  availability  of a  secondary  market,  which  will  operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss  experienced by the trader is required to be paid to
the contract  market  clearing  house while any profit due to the trader must be
delivered to it.

     Interest rate futures contracts  currently are traded on a variety of fixed
income  securities,  including  long-term U.S.  Treasury Bonds,  Treasury Notes,
Government National Mortgage Association modified  pass-through  mortgage-backed
securities,  U.S.  Treasury Bills,  bank  certificates of deposit and commercial
paper. In addition, interest rate futures contracts include contracts on indices
of municipal securities. Foreign currency futures contracts currently are traded
on the British pound,  Canadian dollar,  Japanese yen, Swiss franc,  German mark
and on Eurodollar deposits.

Options on Futures Contracts

     An Option on a Futures Contract provides the holder with the right to enter
into a "long" position in the underlying Futures Contract, in the case of a call
option, or a "short" position in the underlying Futures Contract, in the case of
a put  option,  at a fixed  exercise  price to a stated  expiration  date.  Upon
exercise  of the  option by the  holder,  the  contract  market  clearing  house
establishes a corresponding  short position for the writer of the option, in the
case of a call option,  or a corresponding  long position,  in the case of a put
option. In the event that an option is exercised, the parties will be subject to
all the risks associated with the trading of Futures Contracts,  such as payment
of variation margin deposits. In addition,  the writer of an Option on a Futures
Contract,  unlike  the  holder,  is  subject to  initial  and  variation  margin
requirements on the option position.

     A position  in an Option on a Futures  Contract  may be  terminated  by the
purchaser or seller prior to expiration by effecting a closing  purchase or sale
transaction,  subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series  (i.e.,  the same  exercise
price and  expiration  date) as the option  previously  purchased  or sold.  The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

         




     An  option,  whether  based  on a  Futures  Contract,  a stock  index  or a
security,  becomes worthless to the holder when it expires.  Upon exercise of an
option,  the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same  expiration  date.  A  brokerage  firm  receiving  such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration  date. A writer  therefore has
no control  over  whether an option will be  exercised  against it, nor over the
time of such exercise.


The date of this Supplement is November 3, 1997.