SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      Pursuant to Rule 13a-16 or 15d-16 Under
                       the Securities Exchange Act of 1934

                         For the month of June, 2007
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                        Commission File Number 001-13908
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                                  INVESCO, Inc.
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                 (Translation of registrant's name into English)

                 30 Finsbury Square, London EC2A 1AG, ENGLAND
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                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                        Form 20-F  X             Form 40-F
                                 -----                    -----

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
                                           ------

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
                                           ------

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                        Yes        No   X
                           -------   -------

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-     N/A
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Description of document filed:  INVESCO PLC - Voting Rights and Capital as at
                                31 May 2007
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INVESCO PLC
IMMEDIATE RELEASE 1 JUNE 2007


INVESCO PLC - Voting Rights and Capital
as at 31 May 2007

In conformity with the Transparency  Directive's  transitional  provision 6
INVESCO  notifies the following  information in relation to
its issued share capital.


INVESCO PLC's issued share capital consists of:-

840,887,583 ordinary shares of US$0.10 each with 1 vote for every 4 shares held

and

1 Special Voting share representing the voting rights of 18,918,892 Exchangeable
shares on a 1 for 4 basis.

The total number of voting rights in INVESCO PLC is 214,951,618 votes.

The above figure  214,951,618 may be used by shareholders as the denominator for
the  calculations by which they will determine if they are required to notify
their  interest in, or a change to their interest in,  INVESCO PLC under the
FSA's  Disclosure and  Transparency Rules.








-END-

CONTACT: MICHAEL PERMAN TEL: 020 7065 3942




                                   SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                                AMVESCAP PLC
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                                                (Registrant)



Date  02 June, 2007                   By   /s/  Michael Perman
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                                                (Signature)

                                            Michael Perman
                                            Company Secretary