INVESCO Value Trust

              Supplement to Statement of Additional Information
                           Dated December 29, 1995

      The section of the Trust's  Statement of Additional  Information  entitled
"Investment  Practices - Placement of Fund  Brokerage"  is amended by adding the
following as the fifth  paragraph of that section,  without  deleting any of the
existing paragraphs:

      Certain  brokers are paid a fee (the  "Broker's  Fee") for  recordkeeping,
shareholder  communications  and  other  services  provided  by the  brokers  to
investors  purchasing  shares of the Funds through no  transaction  fee programs
("NTF  Programs")  offered  by the  brokers.  The  Broker's  Fee is based on the
average daily value of the investments in each Fund made by a broker and held in
omnibus  accounts  maintained  on behalf of investors  participating  in the NTF
Program.  The  trustees of the Trust have  authorized  each Fund to pay transfer
agency  fees to INVESCO  based on the number of  investors  who have  beneficial
interests in a broker's  omnibus accounts in that Fund.  INVESCO,  in turn, pays
these  transfer  agency  fees  to  the  broker  as  a  sub-transfer   agency  or
recordkeeping  fee in  payment  of all or a portion  of the  Broker's  Fee.  The
trustees of the Trust have further authorized INVESCO to place a portion of each
Fund's brokerage transactions with certain brokers that sponsor NTF Programs, if
INVESCO  reasonably  believes  that,  in effecting  the Fund's  transactions  in
portfolio securities, the broker is able to provide the best execution of orders
at the most favorable  prices.  A portion of the commissions  earned by a broker
from  executing  portfolio  transactions  on  behalf of a  specific  Fund may be
credited by the broker  against the  sub-transfer  agency or  recordkeeping  fee
payable  with  respect  to  that  Fund,  on a  basis  which  has  resulted  from
negotiations between INVESCO and the broker.  INVESCO, in turn, applies any such
credits to the transfer  agency fee it charges to the Fund.  Thus, the Fund pays
sub-  transfer  agency or  recordkeeping  fees to the  broker in  payment of the
Broker's  Fee only to the  extent  that such fees are not  offset by the  Fund's
credits.  INVESCO itself pays the portion of a Fund's Broker's Fee, if any, that
exceeds  the  sub-transfer  agency or  recordkeeping  fee. In the event that the
transfer agency fee paid by a Fund to INVESCO with respect to investors who have
beneficial  interests in a  particular  broker's  omnibus  accounts in that Fund
exceeds the Broker's Fee applicable to that Fund,  INVESCO may carry forward the
excess  through  the end of the  Trust's  fiscal  year and  apply  it to  future
Broker's  Fees  payable to that broker with  respect to the Fund.  The amount of
excess  transfer  agency fees  carried  forward  will be reviewed  for  possible
adjustment by INVESCO prior to each fiscal year-end of the Trust.

      The date of this Supplement is March 1, 1996.