INVESCO VALUE TRUST
                            INVESCO Total Return Fund

                 Supplement to Prospectus dated January 1, 1998

     The Section of the INVESCO Total Return Fund's Prospectus  entitled "Annual
Fund Expenses" is amended to (1) delete the first  paragraph and, (2) substitute
the following paragraph in its place:

          The Fund is 100% no-load;  there are no fees to purchase,  exchange or
          redeem shares. Effective June 1, 1998, 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 the INVESCO  Total Return  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
          the  Fund  and   reinvestments   of   dividends   and  capital   gains
          distributions)  of the Fund on or after June 1, 1998.  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 trustees of the Trust 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 the  Trust  and its  board  of
          trustees, 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 the 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 the Fund's  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 IFG or IDI 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 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. 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
          and its affiliates may from time to time make additional payments from
          its revenues to securities  dealers,  financial advisers and 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 the Plan's  termination.  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 funds advised by
          IFG or distributed by IDI. However, payments received by IDI which are
          not used to finance the distribution of shares of the Fund become part
          of IDI's revenues and may be used by IDI for  activities  that promote
          distribution  of any of the mutual  funds  advised by IFG.  Subject to
          review by the  Fund's  trustees,  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.   IDI  will  bear  any  distribution-  and
          service-related   expenses  in  excess  of  the   amounts   which  are
          compensated  pursuant  to the  Plan.  The  Plan  also  authorizes  any
          financing of  distribution  which may result from IDI's use of its own
          resources,  including  profits from investment  advisory fees received
          from a Fund, provided that such fees are legitimate and not excessive.
          For more information,  see "How Shares Can Be Purchased - Distribution
          Plan" in the Statement of Additional Information.

The date of this Supplement is May 8, 1998.




                               INVESCO VALUE TRUST

                Supplement to Statement of Additional Information
                              dated January 1, 1998

     The Section of the Trust's  Statement of  Additional  Information  entitled
"Investment  Policies  and  Restrictions"  is amended  to (1) delete  investment
restriction number 2, and (2) substitute the following in its place:

          (2)  With respect to  seventy-five  percent  (75%) of the Total Return
               Fund's total  assets,  purchase the  securities of any one issuer
               (except cash items and  "government  securities" as defined under
               the 1940 Act),  if the  purchase  would cause a Fund to have more
               than  5% of  the  value  of  its  total  assets  invested  in the
               securities  of  such  issuer  or to  own  more  than  10%  of the
               outstanding voting securities of such issuer.

     The Section of the Trust's  Statement of  Additional  Information  entitled
"How Shares Can Be Purchased" is amended to (1) delete the second paragraph, and
(2) substitute the following paragraph in its place:

               Distribution  Plan. As discussed in the  Prospectuses,  the Trust
          has adopted a Plan and Agreement of Distribution (the "Plan") pursuant
          to Rule 12b-1  under the 1940 Act.  The Plan was  approved  on May 16,
          1997 with respect to the Value Equity and Intermediate Government Bond
          Funds and February 3, 1998 with  respect to the Total Return Fund,  at
          meetings  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
          shareholders  of the Value  Equity and  Intermediate  Government  Bond
          Funds on October 28, 1997 and by shareholders of the Total Return Fund
          on May 6, 1998.

     The Section of the Trust'st  Statement of Additional  Information  entitled
"How Shares Can Be Purchased" is amended to (1) delete the first sentence of the
third paragraph, and (2) substitute the following sentence in its place:

               The Plan provides  that these Funds may make monthly  payments to
          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 on or
          after   November  1,  1997  with  respect  to  the  Value  Equity  and
          Intermediate  Government  Bond Funds and June 1, 1998 with  respect to
          the Total Return Fund to compensate IDI for expenses incurred by it in
          connection with the distribution of a Fund's shares to investors.





     The Section of the Trust's  Statement of  Additional  Information  entitled
"How Shares Can Be Purchased" is amended to (1) delete the fourth paragraph, and
(2) substitute the following paragraph in its place:

               The Plan was not implemented  until November 1, 1997 with respect
          to the Value Equity and  Intermediate  Government  Bond Funds and will
          not be implemented until June 1, 1998 with respect to the Total Return
          Fund. Therefore,  for the fiscal year ended August 31, 1997, the Funds
          made no  payments to IFG (the  predecessor  of IFG as  distributor  of
          shares of the Funds) under the Plan.

The date of this Supplement is May 8, 1998.