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

                Supplement to Prospectuses dated January 1, 1998

The  section of the  INVESCO  Intermediate  Government  Bond  Fund's  Prospectus
entitled  "The  Trust and Its  Management"  is  amended  to (1) delete the tenth
paragraph, and (2) substitute the following paragraph in its place:

     Out of the advisory fee which it receives  from the Fund,  IFG pays ICM, as
     the Fund's sub-adviser, a monthly fee based upon the average daily value of
     the Fund's net assets. Based upon approval of the Trust's board of trustees
     at a meeting held May 14, 1998, the calculation of subadvisory  fees of the
     Fund has been  changed  from 33.33% of the advisory fee (0.20% on the first
     $500  million of the Fund's  average net  assets,  0.1667% on the next $500
     million of the Fund's  average net assets and 0.1333% on the Fund's average
     net assets in excess of $1  billion) to 40% of the  advisory  fee (0.24% on
     the first $500 million of the Fund's average net assets,  0.20% on the next
     $500  million  of the  Fund's  average  net  assets and 0.16% on the Fund's
     average net assets in excess of $1 billion).  No fee is paid by the Fund to
     ICM.

The section of the INVESCO  Total Return Fund's  Prospectus  entitled "The Trust
and Its  Management"  is amended to (1) delete the  twelfth  paragraph,  and (2)
substitute the following paragraph in its place:

     Out of the advisory fee which it receives  from the Fund,  IFG pays ICM, as
     the Fund's sub-adviser, a monthly fee based upon the average daily value of
     the Fund's net assets. Based upon approval of the Trust's board of trustees
     at a meeting held May 14, 1998, the calculation of subadvisory  fees of the
     Fund has been  changed  from 33.33% of the advisory fee (0.25% on the first
     $500  million of the Fund's  average net  assets,  0.2167% on the next $500
     million of the Fund's  average net assets and 0.1667% on the Fund's average
     net assets in excess of $1  billion) to 40% of the  advisory  fee (0.30% on
     the first $500 million of the Fund's average net assets,  0.26% on the next
     $500  million  of the  Fund's  average  net  assets and 0.20% on the Fund's
     average net assets in excess of $1 billion).  No fee is paid by the Fund to
     ICM.

The section of the INVESCO  Value Equity Fund's  Prospectus  entitled "The Trust
and Its  Management"  is  amended to (1)  delete  the tenth  paragraph,  and (2)
substitute the following paragraph in its place:

     Out of the advisory fee which it receives  from the Fund,  IFG pays ICM, as
     the Fund's sub-adviser, a monthly fee based upon the average daily value of
     the Fund's net assets. Based upon approval of the Trust's board of trustees
     at a meeting held May 14, 1998, the calculation of subadvisory  fees of the
     Fund has been  changed  from 33.33% of the advisory fee (0.25% on the first
     $500  million of the Fund's  average net  assets,  0.2167% on the next $500
     million of the Fund's  average net assets and 0.1667% on the Fund's average
     net assets in excess of $1  billion) to 40% of the  advisory  fee (0.30% on
     the first $500 million of the Fund's average net assets,  0.26% on the next
     $500  million  of the  Fund's  average  net  assets and 0.20% on the Fund's
     average net assets in excess of $1 billion).  No fee is paid by the Fund to
     ICM.

The date of this Supplement is August 1, 1998.






                               INVESCO VALUE TRUST

                Supplement to Statement of Additional Information
                              dated January 1, 1998

The section of the INVESCO  Value Trust's  Statement of  Additional  Information
entitled "The Trust and Its  Management:  Advisory  Agreement" is amended to (1)
delete the third  paragraph,  and (2) substitute the following  paragraph in its
place:

     The Sub-Agreement provides that as compensation for its services, ICM shall
     receive  from IFG, at the end of each  month,  a fee based upon the average
     daily value of each Fund's net assets.  Based upon  approval of the Trust's
     board of trustees at a meeting held May 14, 1998,  the  calculation  of the
     subadvisory fees of the Funds have been changed from 33.33% of the advisory
     fee (with respect to the Value Equity and Total Return Funds,  0.25% on the
     first $500 million of each Fund's  average net assets;  0.2167% on the next
     $500 million of each Fund's assets;  and 0.1667% on each Fund's average net
     assets  in excess  of $1  billion;  and with  respect  to the  Intermediate
     Governmental  Bond  Fund,  0.20% on the first  $500  million  of the Fund's
     average net assets;  0.1667% on the next $500 million of the Fund's average
     net assets;  and  0.1333% on the Fund's  average net assets in excess of $1
     billion) to 40% of the advisory  fee (with  respect to the Value Equity and
     Total Return Funds,  0.30% on the first $500 million of each Fund's average
     net assets; 0.26% on the next $500 million of each Fund's assets; and 0.20%
     on each Fund's average net assets in excess of $1 billion; and with respect
     to the Intermediate Governmental Bond Fund, 0.24% on the first $500 million
     of the Fund's  average  net assets;  0.20% on the next $500  million of the
     Fund's  average net assets;  and 0.16% on the Fund's  average net assets in
     excess  of $1  billion).  The  sub-advisory  fees are paid by IFG,  not the
     Funds.

The  date of this Supplement is August 1, 1998.