ARTICLES SUPPLEMENTARY
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                           INVESCO INCOME FUNDS, INC.


      INVESCO Income Funds, Inc., a corporation organized and existing under the
General  Corporation  Law of the State of  Maryland,  registered  as an open-end
investment  company  under the  Investment  Company Act of 1940,  and having its
registered office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

      FIRST: By a unanimous written consent resolution effective March 31, 1998,
the board of directors of the  Corporation  voted to allocate an additional  two
hundred million  (200,000,000)  shares of common stock of the Corporation to one
of the currently  existing funds known as INVESCO High Yield Fund.  INVESCO High
Yield Fund is currently  allocated one hundred million  (100,000,000)  shares of
common stock of the Corporation. After this reallocation, the INVESCO High Yield
Fund shall have three  hundred  million  (300,000,000)  authorized  shares.  The
aggregate  number of shares of stock of all series which the  Corporation  shall
have the  authority to issue before and after this  reallocation  is six hundred
million  (600,000,000)  shares  of  Common  Stock  with a par value of $0.01 per
share.

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

     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 Corporation.

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

     FIFTH: The undersigned,  the president of the Corporation, who is executing
on behalf of the Corporation the foregoing Articles Supplementary, of which this
paragraph is a part,  hereby  acknowledges,  in the name of and on behalf of the
Corporation,  that the foregoing Articles Supplementary are the corporate act of
the  Corporation  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.

     IN WITNESS  WHEREOF,  INVESCO Income Funds,  Inc. has caused these Articles
Supplementary  to be signed in its name and on its behalf by its  president  and

<PAGE>

witnessed by its secretary on the 11th day of May, 1998.

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

                              INVESCO INCOME FUNDS, INC.



                              By: /s/ Dan J. Hesser
                                  ------------------------------------
                                  Dan J. Hesser, President

ATTEST:

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

      I, Ruth  Christensen,  a notary  public in and for the City and  County of
Denver, and State of Colorado, do hereby certify that Dan J. Hesser,  personally
known to me to be the person whose name is subscribed to the foregoing  Articles
Supplementary,  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 11th day of May, 1998.



                                   /s/ Ruth A. Christensen
                                   ------------------------------------
                                   Ruth A. Christensen
                                   Notary Public

My Commission Expires: 3/16/2000