INVESCO BOND FUNDS, INC.
                            ------------------------

                             ARTICLES SUPPLEMENTARY


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

     FIRST:  The number of  authorized  shares of stock of the Company is hereby
increased to four billion five hundred million  (4,500,000,000) shares, $.01 par
value per share,  having an aggregate  par value of forty-five  million  dollars
($45,000,000).

     SECOND:  Under  a  power  contained  in the  charter  of the  Company  (the
"Charter"), the Board of Directors of the Company (the "Board of Directors"), by
resolution duly adopted at a meeting,  reclassified  and designated  shares (the
"Shares") of Common Stock (as defined in the Charter) as shares of the following
classes in the amounts set forth beside each class:

INVESCO High Yield Fund - Class A                                    300,000,000
INVESCO High Yield Fund - Class B                                    300,000,000

INVESCO Select Income Fund - Class A                                 300,000,000
INVESCO Select Income Fund - Class B                                 300,000,000

INVESCO Tax-Free Bond Fund - Class A                                 100,000,000
INVESCO Tax-Free Bond Fund - Class B                                 100,000,000

INVESCO U.S. Government Securities - Class A                         100,000,000
INVESCO U.S. Government Securities Fund -  Class B                   100,000,000


     Each Fund's Class A shares, as set forth above, shall have the preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends and other  distributions,  qualifications  and terms and conditions of
redemption as set forth in the provisions of the charter of the Company relating
to shares of stock of the Company generally.

     Except as set forth below,  the  preferences,  conversion and other rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions,  qualifications  and terms or  conditions  of  redemption of each
Fund's Class B shares  ("Class B Shares"),  as set forth above,  of stock of the
Company  shall be as set forth in the  provisions  of the charter of the Company
relating to the shares of stock of the Company generally. In addition, all Class
B Shares shall have the  following  preferences,  conversion  and other  rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions, qualifications, and terms and conditions of redemption:
<PAGE>
(1) Subject to the  provisions of paragraph (3) below,  all Class B Shares other
than those purchased through  reinvestment of dividends and distributions  shall
automatically  convert to Class A Shares of the same  series  ("Class A Shares")
eight (8) years  after the end of the  calendar  month in which a  stockholder's
order to purchase such shares was accepted.

(2)  Subject  to the  provisions  of the  paragraph  (3)  below,  Class B Shares
purchased  through the  reinvestment  of  dividends  and  distributions  paid in
respect of Class B Shares will be considered held in a separate sub-account, and
will  automatically  convert to Class A Shares in the same proportion and on the
same date as any Class B Shares (other than those in the sub-account) convert to
Class A Shares. Other than this conversion feature, the Class B Shares purchased
through the reinvestment of dividends and distributions paid in respect of Class
B Shares shall have all the  preferences,  conversion  and other rights,  voting
powers, restrictions,  limitations as to dividends, qualifications and terms and
conditions of redemption of Class B Shares generally.

(3) If (1) the Class A  shareholders  of a series  of the  Company  approve  any
increase  in  expenses  allocated  to the  Class  A  Shares  of that  series  in
connection with (a) a plan of distribution  adopted pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended, (b) a non-Rule 12b-1 stockholder
services  plan,  or (c) any other plan or  arrangement  whereby  classes of that
series pay a  different  share of other  expenses,  not  including  advisory  or
custodial  fees or other  expenses  related to the  management  of the Company's
assets,  then (2) the Class B Shares of that series will stop  converting to the
Class  A  Shares  unless  the  Class  B  shareholders  of  that  series,  voting
separately,  approve the increase in expenses. The board of directors shall have
sole discretion in determining whether such increase in expenses is submitted to
a vote of holders  of Class B Shares.  Should an  increase  in  expenses  not be
submitted  to a vote of the holders of Class B shares or, if  submitted,  should
the holders of Class B Shares fail to approve  such  increase in  expenses,  the
board of directors  shall take such action as is necessary  to: (a) create a new
class  (the "New Class A  Shares")  which  shall be  identical  in all  material
respects  to the Class A Shares  of that  series  as they  existed  prior to the
implementation  of the  increase in  expenses;  and (b) ensure that the existing
Class B Shares of that series will be exchanged  or  converted  into New Class A
Shares no later than the date such Class B Shares were  scheduled  to convert to
Class A Shares.  If deemed  advisable by the board of directors to implement the
foregoing, and at the sole discretion of the Board of Directors, such action may
include  the  exchange  of all Class B Shares of that  series for a new class of
that series (the "New Class B Shares"),  identical in all  material  respects to
the  Class B Shares  of that  series  except  that the New  Class B Shares  will
automatically convert into the New Class A Shares. Such exchanges or conversions
shall be effected in a manner that the board of  Directors  reasonably  believes
will not be subject to federal taxation.


     THIRD: The total number of shares of stock of the Company immediately prior
to the  increase  and  reclassification  of shares  described  herein  was three
billion  (3,000,000,000)  shares,  $.01 par value per share, having an aggregate
par value of thirty million dollars  ($30,000,000),  consisting of the following
classes, with the number of authorized shares set forth beside each class:

INVESCO High Yield Fund - Investor Class                             400,000,000
INVESCO High Yield Fund - Class C                                    300,000,000
INVESCO High Yield Fund - Class K                                    400,000,000

INVESCO Select Income Fund - Investor Class                          300,000,000
INVESCO Select Income Fund - Class C                                 300,000,000
INVESCO Select Income Fund - Class K                                 300,000,000

INVESCO Tax-Free Bond Fund - Investor Class                          100,000,000
INVESCO Tax-Free Bond Fund - Class C                                 100,000,000

INVESCO U.S. Government Securities Fund - Investor Class             100,000,000
INVESCO U.S. Government Securities Fund - Class C                    100,000,000
<PAGE>
     FOURTH: The total number of shares of stock which the Company has authority
to issue  pursuant to the  increase  and  reclassification  of shares  described
herein is forty billion five hundred million  (4,500,000,000)  shares,  $.01 par
value per share,  having an aggregate  par value of forty-five  million  dollars
($45,000,000),   consisting  of  the  following  classes,  with  the  number  of
authorized shares set forth beside each class:

INVESCO High Yield Fund - Investor Class                             400,000,000
INVESCO High Yield Fund - Class A                                    300,000,000
INVESCO High Yield Fund - Class B                                    300,000,000
INVESCO High Yield Fund - Class C                                    300,000,000
INVESCO High Yield Fund - Class K                                    400,000,000

INVESCO Select Income Fund - Investor Class                          300,000,000
INVESCO Select Income Fund - Class A                                 300,000,000
INVESCO Select Income Fund - Class B                                 300,000,000
INVESCO Select Income Fund - Class C                                 300,000,000
INVESCO Select Income Fund - Class K                                 300,000,000

INVESCO Tax-Free Bond Fund - Investor Class                          100,000,000
INVESCO Tax-Free Bond Fund - Class A                                 100,000,000
INVESCO Tax-Free Bond Fund - Class B                                 100,000,000
INVESCO Tax-Free Bond Fund - Class C                                 100,000,000

INVESCO U.S. Government Securities Fund - Investor Class             100,000,000
INVESCO U.S. Government Securities Fund - Class A                    100,000,000
INVESCO U.S. Government Securities Fund - Class B                    100,000,000
INVESCO U.S. Government Securities Fund - Class C                    100,000,000

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

     SIXTH:  The total  number of shares of capital  stock that the  Company has
authority  to issue has been  increased by the Board of Directors of the Company
in accordance with Section 2-105(c) of the Maryland General Corporation Law.

     SEVENTH:  The Shares have been  classified  and  designated by the Board of
Directors under the authority contained in the Charter.

     The undersigned Vice President acknowledges these Articles Supplementary to
be the  corporate  act of the  Company and  further,  as to all matters or facts
required to be verified under oath, the undersigned Vice President acknowledges,
that to the best of his knowledge, information and belief, the matters and facts
set forth  herein are true in all material  respects and that this  statement is
made under the penalties for perjury.

            IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be signed in its name and on its behalf by the officers
below on this 13th day of February, 2002.


ATTEST:                                INVESCO BOND FUNDS, INC.


/s/ Glen A. Payne                      By: /s/ Raymond R. Cunningham
_________________                          _________________________
Glen A. Payne                              Raymond R. Cunningham
Secretary                                  Vice President