SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             September 25, 2007
 Loren M. Starr Chief Financial Officer Invesco PLC 1360 Peach Tree Street N.E. Atlanta, Georgia 30309
 RE: Invesco PLC
Form 20-F for Fiscal Year  Ended December 31, 2006
File No. 1-13908

Dear Mr. Starr:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2006

 General

1. On July 18, 2007, you filed a Form 8-K indi cating that you no longer satisfied the
definition of “foreign private issuer” and that you will commence filing Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K as if you were a fully
domestic U.S. Company.  Since you will begin filing Quarterly Reports on Form
10-Q beginning with the period ending  September 30, 2007, please confirm that
the financial statements included in your Form 10-Q will be prepared in accordance with U.S. GAAP.  Otherwise, please tell us how you determined that
you will not be required to file financia l statements in accordance with U.S.
GAAP with your Form 10-Q for the quarter ended September 30, 2007.

Mr. Loren M. Starr
September 25, 2007 Page 2
2. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  All revisions should be included in your future filings, including your interim filings where appropriate.  If your accounting under International
Financial Reporting Standards as adopte d by the European Union differs from
your accounting under US GAAP, please also show us the additional disclosures that will be included in your U.S. GAAP reconciliation footnote  or future U.S.
GAAP financial statements.

Financial Overview, page 16

 Financial Commitments, page 28

 3. Please revise your table of financial commitments to include estimated interest
payments on your debt and estimated payments under your foreign currency contracts.  Because the table is aimed at  increasing transparency of cash flow, we
believe these payments should be included in  the table.  Please also disclose any
assumptions you made to derive these amounts.

Financial Statements

 Note 2 – Acquisitions and Dispositions, page 83

4. We note that you have currently a llocated $299.0 million and $277.1 million of
your total estimated purchase prices for 2006 acquisitions to goodwill.  Please expand your disclosures to provide a descri ption of the factor s that cause you to
record such a significant portion of the purchase price being allocated to goodwill.
Similarly explain the absence of other intangible assets such as customer
lists/relationships, brands and trademarks.
 5. You indicate that you have included earn-out provisions of $291.6 million and
$190.6 million in your purchase price for 2006 acquisitions, that are payable in
the future depending on the achievement of  various targets.  Please tell us how
you determined that these earn-out pr ovisions were probable and reliably
measurable in accordance with paragraph 32 of IFRS 3.  Your analysis should provide us with sufficiently detailed in formation to allow us to understand the
material assumptions you have made and why you believe those assumptions are reasonable.
 Note 11 – Intangible Assets, page 93

6. You indicate that management cont racts include $99.7 million of amounts
acquired in 2006 related to the PowerShares acquisition that have  indefinite lives
and therefore are not subject to amorti zation.  Please disclose the reasons
supporting your assessment of an indefi nite useful life for these management

Mr. Loren M. Starr
September 25, 2007 Page 3
contracts in accordance with paragraph 122( a) of IAS 38.  Please also describe
and disclose the factors that  play a significant role in determining that the useful
life of your management contracts are i ndefinite.  See paragraph 90 of IAS 38.

Note 15 – Property and Equipment, page 97

 7. Given that a significant am ount of your cost of pr operty, plant and equipment
appears to be fully depreciated, if material, please provi de the additional
disclosures recommended in paragr aph 79 of IAS 16, where applicable.
 Note 32 Reconciliation to U.S. Accounting Principles, page 117

8. On page 91, you indicate that basic earni ngs per share is based on the weighted
average number of ordinary and exch angeable shares outstanding during the
respective periods, excluding shares purchased by employee share ownership trust.  Please tell us what considerat ion you gave to SOP 93-6 regarding whether
any of these shares should be included  in your earnings per share calculation
under US GAAP. Please note that there are specific guidelines that apply to
employee stock ownership plans (ESOP) in SOP 93-6.  Please disclose and tell us
whether this creates a difference between IFRS as adopted by the European Union
and U.S. GAAP.

PARENT FINANCIAL STATEMENTS FO R THE YEAR ENDED DECEMBER 31,
2006

General
 9. Please address the comments above in your Parent financial statements as well.
 Exhibit 12.1 & 12.2

 10. We note that you have replaced the word  “report” with “annual report” in
paragraphs 2, 3 and 4 of your certifications.  In future filings, please revise your
certifications to include the word “re port” instead of “annual report.”  Your
certifications should be in the exact form as required in Item 601(b)(31) of Regulation S-K.
11. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  In future fi lings, the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the indivi dual’s title.

Mr. Loren M. Starr
September 25, 2007 Page 4
*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3689, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t          Chief Accountant