ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            INVESCO BOND FUNDS, INC.


      INVESCO Bond Funds,  Inc., a corporation  organized and existing under the
General  Corporation  Law of the  State  of  Maryland  (the  "Company"),  hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

      FIRST:  Prior to this amendment,  in the exercise of powers granted to the
board of  directors  pursuant  to Section 3 of this  Article  III,  the board of
directors  designated four series of shares of common stock of the Company to be
designated as the INVESCO High Yield Fund,  the INVESCO  Select Income Fund, the
INVESCO Short-Term Bond Fund, and the INVESCO U.S.  Government  Securities Fund.
Three hundred  million  (300,000,000)  shares of the Company's  Common Stock are
classified  as and  allocated to each of the INVESCO High Yield Fund and INVESCO
Select Income Fund. One hundred  million  (100,000,000)  shares of the Company's
Common Stock are  classified as and allocated to each of the INVESCO  Short-Term
Bond Fund and INVESCO U.S. Government Securities Fund.

      SECOND:  Shares of each class have been duly  authorized and classified by
the board of directors pursuant to authority and power contained in the Articles
of Incorporation of the Company.

      THIRD:  A  description  of the common stock so  classified,  including the
powers,   preferences   participating,   voting  or  other  special  rights  and
qualifications,  restrictions  and  limitations  thereof,  is as outlined in the
Articles of Incorporation of the Company.

      FOURTH:  The Company is  registered as an open-end  management  investment
company under the Investment Company Act of 1940.

      FIFTH:  Article  III,  Section 1 of the Articles of  Incorporation  of the
Company is hereby amended to read as follows:

                                   ARTICLE III
                                 CAPITALIZATION

            Section 1. The aggregate number of shares the Company shall have the
      authority to issue is one billion  (1,000,000,000) shares of Common Stock,
      having a par value of one cent ($0.01) per share.  The aggregate par value
      of all  shares  which the  Company  shall have  authority  to issue is ten
      million dollars ($10,000,000).  Such stock may be issued as full shares or
      as fractional shares.

            In the exercise of powers granted to the board of directors pursuant
      to Section III of this Article III, the board of directors designates four
      series of shares of common  stock of the Company to be  designated  as the
      INVESCO  High Yield Fund,  the INVESCO  Select  Income  Fund,  the INVESCO
      Tax-Free Bond Fund, and the INVESCO U.S. Government Securities Fund. Three
      hundred  million  (300,000,000)  shares of the Company's  Common Stock are
      classified  as and  allocated  to each of the INVESCO  High Yield Fund and
      INVESCO Select Income Fund. One hundred  million  (100,000,000)  shares of
      the Company's  Common Stock are classified as and allocated to each of the
      INVESCO Tax-Free Bond Fund and INVESCO U.S. Government Securities Fund.

            Unless  otherwise  prohibited by law, so long as the  corporation is
      registered as an open-end  investment company under the Investment Company
      Act of 1940, as amended,  the total number of shares which the corporation
      is  authorized  to issue may be  increased  or  decreased  by the board of
      directors in  accordance  with the  applicable  provisions of the Maryland
      General Corporation Law.

      The  foregoing   amendment  was  duly  adopted  in  accordance   with  the
requirements  of Section  2-408 of the General  Corporation  Law of the State of
Maryland.

      The undersigned,  President of the Company,  who is executing on behalf of
the Company the foregoing Articles of Amendment, of which this paragraph is made
a part,  hereby  acknowledges,  in the name and on  behalf of the  Company,  the
foregoing  Articles  of  Amendment  to be the  corporate  act of the Company and
further verifies under oath that, to the best of his knowledge,  information and
belief,  the  matters  and  facts  set  forth  herein  are true in all  material
respects, under the penalties of perjury.


<PAGE>

      IN WITNESS WHEREOF,  INVESCO Bond Funds, Inc. has caused these Articles of
Amendment  to be  signed  in its name and on its  behalf  by its  President  and
witnessed by its President on the 10th day of August, 1999.

      These  Articles of Amendment  shall be effective  upon  acceptance  by the
Maryland State Department of Assessments and Taxation.

                              INVESCO BOND FUNDS, INC.



                              By:   /s/ Ronald L. Grooms
                                    ------------------------------------
                                    Ronald L. Grooms, Treasurer & Chief
                                    Financial & Accounting Officer

WITNESSED:

By:   /s/ Glen A. Payne
      ------------------------
      Glen A. Payne, Secretary

                                  CERTIFICATION

      I, Ruth Christensen,  a notary public in and for the City and County
of Denver,  and State of  Colorado,  do hereby  certify  that Ronald L.  Grooms,
personally  known  to me to be  the  person  whose  name  is  subscribed  to the
foregoing  Articles  of  Amendment,  appeared  before me this date in person and
acknowledged  that he signed,  sealed and delivered said  instrument as his full
and voluntary act and deed for the uses and purposes therein set forth.

      Given my hand and official seal this 10th day of August, 1999.


                                    /s/ Ruth Christensen
                                    ------------------------------------
                                    Notary Public

My Commission Expires: