EXHIBIT m(1)(a) AMENDMENT TO AMENDED PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1 Agreement made by and between INVESCO Capital Appreciation Funds, Inc. (the "Fund") and INVESCO Distributors, Inc. (the "Underwriter"). WHEREAS, the Fund...

EXHIBIT m(1)(a)

                  AMENDMENT TO AMENDED PLAN AND AGREEMENT OF
                       DISTRIBUTION PURSUANT TO RULE 12b-1


      Agreement made by and between INVESCO Capital Appreciation Funds, Inc.
(the "Fund") and INVESCO Distributors, Inc. (the "Underwriter").

      WHEREAS,  the Fund and  Underwriter  are  parties to an  Amended  Plan and
Agreement of Distribution  Pursuant to Rule 12b-1 dated September 30, 1997, (the
"Distribution  Agreement")  governing the terms and  conditions  under which the
Underwriter engages in the business of selling the shares of the Fund; and

      WHEREAS, the Fund and Underwriter desire to amend the Distribution
Agreement;

      NOW,  THEREFORE,  in consideration of the premises and covenants contained
herein, the Fund and Underwriter hereby amend the Distribution  Agreement by the
addition of the following terms and provisions:

      1. The name of the Fund is changed to INVESCO Equity Funds, Inc.

      IN WITNESS  WHEREOF,  each of the parties has caused this instrument to be
executed as a sealed  instrument  in its name and behalf by its duly  authorized
representative this August 28, 1998.


                        INVESCO  CAPITAL APPRECIATION FUNDS, INC.


                        By:   /s/ Xxxx X. Xxxxx
                              ------------------------
                              Xxxx X. Xxxxx, Secretary




                        INVESCO DISTRIBUTORS, INC.


                        By:  /s/ Xxxxxxx X. Xxxxxx
                             ---------------------
                             Xxxxxxx X. Xxxxxx
                             Senior Vice President