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                                                                                       February
            12, 2008

            VIA FEDERAL EXPRESS, EDGAR AND FACSIMILE

            Mr. Jeffrey Gordon

            Staff Accountant

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street N.W.

            Washington, D.C. 20549

            INVESCO LTD.

            FORM 8-K, ITEM 4.01, FILED JANUARY 18, 2008

            FILE NUMBER: 1-13908

            Dear Mr. Gordon:

            This letter sets forth the responses of Invesco Ltd. (the “Company”)
            to your comment letter, dated January 23, 2008, relating to the Current Report on Form
            8-K (the “Form 8-K”) of the Company filed with the Securities
            and Exchange Commission (the “Commission” or the
            “SEC”) on January 18, 2008.

            The Company is filing, via EDGAR, this letter setting forth the Company’s
            responses to the Commission’s comments regarding the Form 8-K. Enclosed as well
            are two hard copies of the Company’s response letter. We have included your
            original questions in italics in addition to providing our responses.

            The Company acknowledges that:

                        •   the Company is responsible for the adequacy and accuracy of the disclosure in

                             its 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 comments as a defense in any proceeding

                             initiated by the Commission or any person under the federal securities laws of

                             the United States.

            Form 8-K

            Item 4.01

            1.     We note your disclosure that the engagement of
            Ernst & Young LLP (US) represents only a technical change and not an actual change
            in your accounting firm. However, this is viewed as two different accounting firms, as
            Ernst & Young LLP (UK) is listed separately from Ernst & Young LLP (US) within

            February 12, 2008

            Mr. Jeffrey Gordon

            Page 2

                     the PCAOB’s
            list of registered accounting firms. As such, please amend your Item 4.01 Form 8-K to
            state whether the former accountant resigned, declined to stand for re-election or was
            dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation
            S-K.

            Response to Comment 1

                    Set forth below are our
            responses to the Staff’s Comment, which the Company respectfully
            acknowledges.

                    We agree that the
            change from Ernst & Young (UK) to Ernst & Young (US) is viewed as a change in
            auditor. For this reason, although none of the events triggering a filing obligation
            described in Item 304(a)(1)(i) of Regulation S-K had occurred (resignation, refusal to
            stand for re-election, dismissal), the Company voluntarily and timely filed the Form
            8-K announcing such change. As further background on the events leading to the change
            in PCAOB-registered auditor, please note that, on September 28, 2007, the Company filed
            with the Commission a preliminary proxy statement describing its proposal to redomicile
            from the U.K. to Bermuda pursuant to a U.K. court-approved Scheme of Arrangement under
            which shareholders would receive Common Shares in Invesco Ltd., the new Bermuda parent
            company, in exchange for their Ordinary Shares in INVESCO PLC (the
            “Redomicile”). In connection with the Redomicile, the Company proposed to
            delist its Ordinary Shares from the London Stock Exchange and list its Common Shares on
            the New York Stock Exchange (the “Relisting”).The Company’s
            definitive proxy statement, filed with the Commission on October 22, 2007 (the
            “Proxy Statement”), described in detail the Redomicile, the Relisting and
            related proposals. The Redomicile and Relisting were subsequently approved by the
            Company’s shareholders and were then effected on December 4, 2007. As a
            consequence of the Relisting, the Audit Committee of the Company appropriately agreed
            to engage the member of the global Ernst & Young organization operating in the
            United States (Ernst & Young LLP (US)) as its independent registered public
            accounting firm.

                    The Form 8-K clearly
            disclosed that no disagreement, adverse opinion, disclaimer of opinion, modification,
            or qualification described in Item 304 of Regulation S-K had occurred. The date of the
            change was set forth in the Form 8-K as January 17, 2008 and was also reiterated in the
            attached letter from Ernst & Young LLP (UK) acknowledging the change.

                    It is clear that Item
            304 of Regulation S-K was not drafted in contemplation of the technicalities of the
            PCAOB’s registration scheme for public company accounting firms, nor was it
            formulated with the purpose of addressing corporate events such as the Redomicile and
            Relisting. Thus, although none of the events triggering a filing obligation described
            in Item 304(a)(1)(i) of Regulation S-K occurred (resignation, refusal to stand for
            re-election, dismissal), the Company voluntarily and timely filed the Form 8-K in order
            to provide the fullest possible disclosure to investors. The phrase in the Form 8-K
            identifying the transition as a "technical change" was added to clarify for investors
            and news organizations that the Company was continuing to be served by Ernst &
            Young, merely by a different Ernst & Young registered entity.

            February 12, 2008

            Mr. Jeffrey Gordon

            Page 3

                    In light of the above,
            the Company believes that it would be misleading to state that the Company’s
            independent registered public accounting firm either:

                        •  resigned,

•  declined to stand for re-election, or

 •  was dismissed,

            since none of the above phrases
            accurately describes the actual events. The Company believes that the change in
            PCAOB-registered entity from one member of the global Ernst & Young organization to
            another cannot be accurately disclosed by forcing it to fit one of the verbs set forth
            in Item 304, which was drafted with very different purposes in mind.

            2.     To the extent that you make changes to the Form
            8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter
            from the former accountants stating whether the accountant agrees with the statements
            made in your revised Form 8-K.

            Response to Comment 2

                    For the reasons set forth above, the
            Company believes that the Form 8-K, as filed, is factually correct, and would
            respectfully assert that no amendment should be required.

            *     *     *

                    If you
            have any questions regarding this letter, please do not hesitate to call me,
            Kevin M. Carome, at (404) 479-2945
            or Robert H.
            Rigsby at
            (404)
            479-2845.

            Very truly yours,

                           /s/ Kevin M. Carome

                        Kevin M. Carome

            cc:     Ernst & Young
            LLP